LONGPORT INC
10QSB, 1999-08-10
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 June 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 June 30, 1999, 17,570,449 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 June 30, 1999                                        1-2

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

             Consolidated Condensed Statements of Cash
             Flows for the six months ended June 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                              13-15




<PAGE>

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

                                     ASSETS
CURRENT ASSETS:
     CASH                                                           $ 1,746,691
     ACCOUNTS RECEIVABLE:
       TRADE, NET OF ALLOWANCE FOR DOUBTFUL
          ACCOUNTS OF $3,600                                            127,500
       INTEREST AND OTHER                                                 3,062
     PREPAID EXPENSES                                                    33,811
     INVENTORIES                                                         31,071
     NOTE RECEIVABLE                                                      3,750
                                                                    -----------

          TOTAL CURRENT ASSETS                                        1,945,885
                                                                    -----------


PROPERTY AND EQUIPMENT, AT COST:
     MEDICAL EQUIPMENT                                                  116,638
     COMPUTER EQUIPMENT                                                  10,305
     OFFICE FURNITURE AND EQUIPMENT                                       7,901

                                                                    -----------
                                                                        134,844
     LESS ACCUMULATED DEPRECIATION                                      (73,504)
                                                                    -----------

          NET PROPERTY AND EQUIPMENT                                     61,340
                                                                    -----------


OTHER ASSETS:
     ACCOUNTS RECEIVABLE                                                787,500
     INTANGIBLE ASSETS, NET OF ACCUMULATED
       AMORTIZATION OF $40,833                                            9,167
     DEPOSIT                                                              1,175
                                                                    -----------

          TOTAL OTHER ASSETS                                            797,842
                                                                    -----------
          TOTAL ASSETS                                              $ 2,805,067
                                                                    ===========









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




                                        1
<PAGE>





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

                 LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     ACCRUED EXPENSES:
       SALARIES AND PAYROLL TAXES                                        12,728
                                                                     -----------
          TOTAL CURRENT LIABILITIES                                      12,728
                                                                    -----------

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,
       17,570,449 SHARES ISSUED AND OUTSTANDING                          17,570
     PAID IN CAPITAL                                                  6,329,023
     ACCUMULATED DEFICIT                                             (3,549,254)
                                                                    -----------
                                                                      2,797,339
     LESS TREASURY STOCK, AT COST (30,000 COMMON SHARES)                 (5,000)
                                                                    -----------

          TOTAL STOCKHOLDERS' EQUITY                                  2,792,339
                                                                    -----------

          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                $ 2,805,067
                                                                    ===========


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

                                       2


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

NET REVENUES:
     MEDICAL SUPPLY SALES                         $      1,952     $      4,408
     MEDICAL EQUIPMENT RENTALS                           2,400            3,525
     MANAGEMENT FEES                                    48,000           29,000
     LICENSE FEES                                       93,000           45,429
     SCANNER ENHANCEMENT REVENUE                        30,000             --
     LICENSE PURCHASE OPTION                            30,000             --

                                                  -----------------------------
          TOTAL REVENUES                               205,352           82,362
                                                  -----------------------------

OPERATING EXPENSES:
     COST OF MEDICAL SUPPLY SALES                        1,082              697
     COST OF MEDICAL EQUIPMENT RENTALS                   1,000            2,625
     GENERAL AND ADMINISTRATIVE                        175,117          199,049
     RESEARCH AND DEVELOPMENT EXPENSE                   17,468             --
                                                  -----------------------------
          TOTAL OPERATING EXPENSES                     194,667          202,371
                                                  -----------------------------

          OPERATING INCOME (LOSS)                       10,685         (120,009)
                                                  -----------------------------

OTHER INCOME:
     INTEREST INCOME                                       594             --
                                                  -----------------------------

INCOME (LOSS) BEFORE PROVISION FOR
     INCOME TAXES                                       11,279         (120,009)

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

NET INCOME (LOSS)                                 $     11,279      $  (120,009)
                                                  =============================

NET INCOME (LOSS) PER COMMON SHARE:
     BASIC                                        $       0.00      $     (0.01)
     DILUTED                                      $       0.00      $     (0.01)


COMMON EQUIVALENT SHARES:
     BASIC                                          17,219,829       15,387,326
     DILUTED                                        18,011,484       15,387,326


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



                                        3

<PAGE>
<TABLE>
<CAPTION>

                                                       FOR THE SIX MONTHS
LONGPORT, INC. AND SUBSIDIARY                            ENDED JUNE 30,
                                                 -------------------------------
CONSOLIDATED CONDENSED STATEMENTS OF                  1999            1998
OPERATIONS                                        (UNAUDITED)       (UNAUDITED)
- --------------------------------------------------------------------------------
<S>                                             <C>                 <C>
NET REVENUES:
     MEDICAL SUPPLY SALES                        $      9,922       $      5,751
     MEDICAL EQUIPMENT RENTALS                          3,200              5,925
     MANAGEMENT FEES                                   96,000             54,500
     LICENSE FEES                                     171,000             83,429
     TERRITORIAL LICENSE FEES                       1,100,000               --
     SCANNER ENHANCEMENT REVENUE                       30,000               --
     LICENSE PURCHASE OPTION                           30,000               --
                                                 -------------------------------
          TOTAL REVENUES                            1,440,122            149,605
                                                 -------------------------------

OPERATING EXPENSES:
     COST OF MEDICAL SUPPLY SALES                       5,833              3,404
     COST OF MEDICAL EQUIPMENT RENTALS                  1,000              2,925
     GENERAL AND ADMINISTRATIVE                       387,854            434,926
     RESEARCH AND DEVELOPMENT EXPENSE                  23,217               --
                                                 -------------------------------
          TOTAL OPERATING EXPENSES                    417,904            441,255
                                                 -------------------------------

          OPERATING INCOME (LOSS)                   1,022,218           (291,650)
                                                 -------------------------------
OTHER INCOME:
     INTEREST INCOME                                      595               --
                                                 -------------------------------
INCOME (LOSS) BEFORE PROVISION FOR
     INCOME TAXES                                   1,022,813           (291,650)

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


NET INCOME (LOSS)                                $  1,022,813       $   (291,650)
                                                 ===============================

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

COMMON EQUIVALENT SHARES:
     BASIC                                         16,678,396         15,172,193
     DILUTED                                       17,262,018         15,172,193


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

                                      4

<PAGE>
                                                               FOR THE SIX MONTHS
                                                                  ENDED JUNE 30,
                                                         -----------------------------
LONGPORT, INC. AND SUBSIDIARY                               1999               1998
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS          (UNAUDITED)        (UNAUDITED)
- --------------------------------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
  NET INCOME (LOSS)                                      $ 1,022,813       $  (291,650)
  ADJUSTMENTS TO RECONCILE NET INCOME
     (LOSS) TO NET CASH PROVIDED  (USED) BY
     OPERATING ACTIVITIES:
       DEPRECIATION AND AMORTIZATION                          14,150            12,000
       CHANGES IN ASSETS AND LIABILITIES:
       (INCREASE) IN ACCOUNTS RECEIVABLE                    (904,122)           (1,620)
       (INCREASE) DECREASE IN OTHER RECEIVABLES               (3,062)            1,200
       (INCREASE) DECREASE IN PREPAID EXPENSES                (3,860)           14,000
       (INCREASE) IN INVENTORIES                              (5,604)           (1,200)
       INCREASE (DECREASE) IN ACCOUNTS PAYABLE
          AND ACCRUED EXPENSES                               (23,663)            7,120
                                                          ----------------------------

NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES              96,652          (260,150)
                                                          ----------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     CAPITAL EXPENDITURES                                    (36,314)           (9,000)
     PAYMENTS RECEIVED ON NOTES RECEIVABLE                      --               7,500
                                                          ----------------------------

NET CASH  (USED) BY INVESTING ACTIVITIES                     (36,314)           (1,500)
                                                          ----------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     ISSUANCE OF COMMON STOCK                              1,558,500           229,000
                                                         -----------------------------

NET CASH PROVIDED BY FINANCING ACTIVITIES                  1,558,500           229,000
                                                         -----------------------------

NET INCREASE (DECREASE)  IN CASH AND
     CASH EQUIVALENTS                                      1,618,838           (32,650)

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

CASH AND CASH EQUIVALENTS AT END OF PERIOD               $ 1,746,691       $     3,747
                                                         =============================




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

                                        5



<PAGE>


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


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









                       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 six months ended
     June 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
     June 30, 1999 and 1998.  For the period  ended June 30,  1999,  warrants to
     purchase  1,185,714  common shares were excluded  from the  calculation  of
     diluted net income per share, as their effect would have been antidilutive.
     For the  period  ended June 30,  1998  options  and  warrants  to  purchase
     1,379,714  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                   Six Months Ended
                                                                June 30,                            June 30,
                                                     ------------------------------       -----------------------------
                                                          1999              1998              1999              1998
                                                          ----              ----              ----              ----

<S>                                                  <C>               <C>                <C>               <C>
Net income (loss)                                    $     11,279      $   (120,009)      $  1,022,813      $  (291,650)
                                                     ============      ============       ============      ===========

Weighted-average common shares outstanding:
   Weighted average common shares outstanding -
     Basic                                             17,219,829        15,387,326         16,678,396       15,172,193
   Dilutive securities                                    791,655              --              583,622             --
                                                     ------------      ------------       ------------      -----------
   Weighted-average common shares outstanding -
     Diluted                                           18,011,484        15,387,326         17,262,018       15,172,193
                                                     ============      ============       ============      ===========


   Net income (loss) per common share:
        Basic                                        $       0.00      $       (.01)      $        .06      $      (.02)
        Diluted                                      $       0.00      $       (.01)      $        .06      $      (.02)




                                                           7
</TABLE>


<PAGE>






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

Results of operations

                     The three months ended June30, 1999 vs.
                      the three months ended June 30, 1998.

     Revenues for 1999 were $205,352 compared to $82,362 for 1998. Revenues from
medical  supplies and equipment  sales and rentals  decreased  $3,581.  Revenues
generated from wound center  management  fees increased  65.5%,  from $29,000 to
$48,000.  Licensing  and  marketing  fees  increased  $47,571,  from  $45,429 to
$93,000.  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.

     Total  expenses  decreased to $194,667 in 1999 from $202,371 in 1998.  This
decrease is due to the Company's  efforts to reduce  General and  Administrative
expenses.  Additionally,  approximately  $30,000  in legal and  accounting  fees
related to the preparation of a Private Placement  Memorandum for 500,000 shares
of redeemable  preferred  stock was incurred in 1999,  and will not reoccur.  On
June 23, 1999,  the Company  received 510K  marketing  clearance from the FDA to
market the  Scanner.  The Company  expects  research  and  development  expenses
related to the Scanner to increase over time, as these expenses are necessary in
the preparation for marketing the Scanner.

     The Company's  operations  have undergone a significant  transformation  as
management has become more focused on the development of the Scanner technology.
This has also been a driving force behind the Company's  increased revenues from
licensing and marketing fees, which increased 104.7% from the three-month period
for 1998. The Company's revenues from Management Fees, through the wound centers
at West Jersey  Health  System's  Camden  hospital,  West Hudson  Hospital,  and
Accelerated  Care Plus,  have been far eclipsed by the  licensing  fees that are
related to the Company's general wound healing  programs,  including the scanner
and the topical hyperbaric oxygen products. The Company's regular expenses, such
as salaries and general office expenses remain essentially  unchanged from month
to month.

     The  Company's  stability  and  focus  can be  seen  in the  comparison  of
Stockholders' Equity. There has been an increase of over $2,654,000 from 1998 to
1999.

                                        8


<PAGE>



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

Results of operations
                     The six months ended June 30, 1999 vs.
                       the six months ended June 30, 1998

     Comparison of the Company's operations for the six month period essentially
follows that of the three month period  comparison  described above. The Company
has  increased  revenues  over nine times for the  six-month  period in 1999, as
compared to 1998, to  $1,440,122,  from  $149,605.  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 six months  ended
June 30, 1999 are lower than for 1998 by $23,351. This is a direct result of the
Company's  efforts to reduce expenses.  The Company expects to increase spending
on  Research  and  Development  of the  Scanner,  now that  FDA  510K  marketing
clearance  has  been  obtained,  and mass  production  of the  Scanner  is under
preparation.




                                        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.

     Cash flow problems for the Company no longer exist. The Company's  revenues
currently permit it to meet its regular  obligations,  including  salaries.  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 $2,792,339 for 1999 versus
$138,187 for 1998.

     As of  June  30,  1999,  the  Company's  working  capital  was  $1,933,157.
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  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  June 30, 1999.  Between  April 1 and June 30, the Company
sold  1,409,500  shares,  at an average  price of $1.106  per  share,  for total
proceeds of $1,558,500.

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.

The  Company  entered  into an  agreement  as of June 1,  1999  with  HealthLink
International  Inc. (HLI). HLI will provide  $5,000,000 over the next five years
to fund research for biomedical  technology  developments  to and for Longport's
digital scanner technologies.  For its part, HLI will share in the proceeds from
the sale or lease of any new generation of probes and/or new  application of the
LDS  developed  as a result of the  research  funded by HLI, as well as the sale
and/or lease of the LDS in its  existing  form by HLI  personnel  or  associated
entities.

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  June 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.  Because the
assessment of its Y2K issues is incomplete at this time,  the Company has yet to
determine the most reasonably likely worst case scenario relating to Y2K issues,
and has yet to complete a comprehensive contingency plan with respect to its Y2K
issues. The Company anticipates  completing the Y2K assessment and comprehensive
contingency plan by September 30, 1999.



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


          The annual meeting of the shareholders was held on June 4, 1999. Three
directors,  James McGonigle,  Peter Cavanaugh,  and William Mullin were elected.
The independent accounting firm, Angell & Deering, Certified Public Accountants,
was appointed to conduct the audit of the Company's financial statements for the
year ended December 31, 1999.

Item 5. Other Information

        William Mullin joined the Company, as its President, on June 1, 1999.


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.

                                           /s/  James R. McGonigle
Dated: August 10, 1999                     ------------------------------------
                                           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>                               3-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-START>                             JAN-01-1999
<PERIOD-END>                               JUN-30-1999
<CASH>                                       1,746,691
<SECURITIES>                                         0
<RECEIVABLES>                                  918,600
<ALLOWANCES>                                     3,600
<INVENTORY>                                     31,071
<CURRENT-ASSETS>                             1,945,885
<PP&E>                                         134,844
<DEPRECIATION>                                (73,504)
<TOTAL-ASSETS>                               2,805,067
<CURRENT-LIABILITIES>                           12,728
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        17,570
<OTHER-SE>                                   2,774,769
<TOTAL-LIABILITY-AND-EQUITY>                 2,805,067
<SALES>                                          9,922
<TOTAL-REVENUES>                             1,440,122
<CGS>                                            5,833
<TOTAL-COSTS>                                  417,904
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                              1,022,813
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,022,813
<EPS-BASIC>                                      .06
<EPS-DILUTED>                                      .06









</TABLE>


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