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 December 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the transition period from __________________
to __________________
Commission File Number 0-23514
PROTOKOPOS CORPORATION
(Exact Name of Registrant as specified in its Charter)
Delaware 33-0611497
(State or other Jurisdiction of I.R.S. Employer Identi-
Incorporation or Organization fication No.)
50 Briar Hollow Lane, Suite 515W, Houston, Texas 77027
(Address of Principal Executive Offices) (Zip Code)
(713) 621-9424
(Registrant's Telephone Number, including Area Code)
Indicate by check mark whether the Registrant (i) has filed all reports
required to be filed by Section 13, or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (of for such shorter period that the
Registrant was required to file such reports) and (ii) has been subject to such
filing requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of Common Stock, as of the latest practicable date.
Common Stock, $.001 par value 2,532,315
- ---------------------------------- ----------------------
Title of Class Number of Shares outstanding
at December 31, 1997
No exhibits included.
1
<PAGE>
<TABLE>
<CAPTION>
PROTOKOPOS CORPORATION
(A Company in the Development Stage)
CONSOLIDATED BALANCE SHEETS
ASSETS
March 31, December 31,
CURRENT: 1997 1997
<S> <C> <C>
Cash $ $1,338
Receivables:
Stock subscriptions 88,000
Managed Healthcare, Inc. 15,000
Accrued interest receivable 300
Prepaid Expenses 10,320
Other current assets 11,482
Total Current Assets 126,440
Property, Plant and Equipment (Note 1):
Office furniture and equipment 24,729
Computer equipment and software 39,450
Telephone equipment 12,617
76,796
Less accumulated depreciation 2,276
Net Property, Plant and Equipment 74,520
Other Assets:
Deposits 10,970
Note Receivable 20,000
Organization costs, net of amortization 5 0
Total Other Assets 5 30,970
TOTAL ASSETS $ 5 $ 231,930
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Advances payable (Note 3) $ $ 25,000
Accounts payable 1,168 16,540
Payroll taxes payable 11,271
Accrued interest payable 2,367
Due to shareholder, director, officers and employee (Note 2) 44,500
Total Current Liabilities $ 1,168 $ 99,678
Long-Term Debt:
Notes payable (Note 3) 75,000
Total Liabilities 1,168 174,678
Commitments ad Contingencies (Notes 4 and 5)
Shareholders' Equity:
Common Stock, $.001 par value, 22,000,000 shares authorized,
2,532,314 shares issued and outstanding 1,274 2,532
Additional paid in capital 821 84,196
Retained deficit (3,258) (29,476)
Total Shareholders' Equity (1,163) 57,252
Total Liabilities and Shareholders' Equity $ 5 $ 231,930
</TABLE>
The accompanying notes are an integral part of
the financial statements.
2
<PAGE>
<TABLE>
<CAPTION>
PROTOKOPOS CORPORATION
(A Company in the Development Stage)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS FOR THE THREE MONTHS
ENDED ENDED
DECEMBER 31, DECEMBER 31,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
REVENUES $ 4,625 $ -0- $ 4,625 $ -0-
OPERATING EXPENSES:
General and administrative 31,796 31,796
Amortization 5 42 5 14
TOTAL OPERATING EXPENSES 31,801 42 31,801 14
OTHER INCOME (EXPENSE):
Interest Income 43 43
Interest Expense (285) (285)
(242) (242)
Net (Loss) Before Income Taxes (27,418) (42) (27,418) (14)
Income Taxes -0- -0- -0- -0-
Net (Loss) $ (27,418) $ (42) $ (27,418) $ (14)
</TABLE>
See accompanying Notes to Financial Statements.
3
<PAGE>
<TABLE>
<CAPTION>
PROTOKOPOS CORPORATION
(A Company in the Development Stage)
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS FOR THE THREE MONTHS
ENDED ENDED
DECEMBER 31, DECEMBER 31,
1997 1996 1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C> <C> <C>
Net (Loss) $ (27,418) $ (42) $ (27,418) $ (14)
Adjustments to reconcile net income
to cash provided by operating activities:
Depreciation 986 986
Amortization 5 42 5 14
Changes in assets and liabilities:
Accrued interest receivable (42) (42)
Accounts payable (2,000) (2,000)
Payroll taxes payable 2,671 2,671
Accrued interest payable 285 285
Prepaid expenses 416 416
Increase in amounts due to shareholder 10,833 10,833
Cash Provided by Operating Activities (14,265) -0- (14,265) -0-
Financing Activities:
Proceed from stock subscription of Subsidiary 5,000 5,000
Net Decrease in Cash (9,265) -0- (9,265) -0-
Cash and Cash Equivalents, beginning of period 10,603 -0- 10,603 -0-
Cash and Cash Equivalents, end of period $ 1,338 $ -0- $ 1,338 $ -0-
</TABLE>
See accompanying Notes to Financial Statements.
4
<PAGE>
PROTOKOPOS CORPORATION
(A Company in the Development Stage)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
December 31, 1997
1. Summary of Significant Accounting Policies
Business
As of December 12, 1997, the Company entered into an agreement whereby
the Company will acquire 100% of the issued and outstanding stock of
The Rockport Group of Texas, Inc., a Nevada corporation, exchange for
1,513,275 shares of common stock of the Company effective December 17,
1997. Effective January 16, 1997, the Company changed its name to
Rockport Healthcare Group, Inc. The Company intends to enter healthcare
and managed healthcare related businesses to serve workers'
compensation, accident and health, and uninsured, underinsured and
uninsurable markets.
Unaudited Financial Statements
In the opinion of management, the unaudited financial position as of
December 31, 1997 and 1996, the statements of operations for the three
month and nine month periods ending December 31, 1997 and 1996 and the
cash flows for the three and nine months ended December 31, 1997 and
1996 reflect al adjustments (consisting only of normal recurring
adjustments) necessary to fairly present such information in accordance
with generally accepted accounting principles. The results of
operations for the three and nine month periods ended December 31, 1997
are not necessarily indicative of the results to be expected for the
full fiscal year ending March 31, 1998.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash on hand and held in banks in
unrestricted accounts.
Property, Plant and Equipment
Property, plant and equipment are stated at cost. Expenditures for
renewals and betterments are capitalized and maintenance and repairs
are expensed as incurred. Depreciation and amortization are computed by
the straight-line method over the estimated useful lives of the assets
as follows:
Office furniture and equipment 7 years
Computer equipment and software 3 to 5 years
Telephone equipment 7 years
Income Taxes
The Company has adopted the liability method of accounting for income
taxes in accordance with SFAS No. 109, Accounting for Income Taxes.
Under the new accounting standard, the Company provides deferred income
taxes based on enacted income tax rates in effect on the dates
temporary differences between financial reporting and tax bases of
assets and liabilities reverse. The effect on deferred tax assets and
liabilities of a change in income tax rates is recognized in the period
that includes the enactment date.
The Company will file its initial income tax return for the period July
23, 1997 through December 31, 1997 using the cash basis of accounting.
Since the utilization of net operating loss carryforwards are not
assured, no benefit for future offset of taxable income has been
recognized during the period.
5
<PAGE>
Revenue Recognition
Revenue will be recognized as the products and services are delivered
and earned. Losses are recognized when reasonable estimates of the
amount of the loss can be made.
2. Due to Shareholder, Director, Officer, and Employee
Shareholders who are also directors and officers of the Company and an
employee have advanced funds for operations in the amount of $44,500 to
be repaid as funds are available.
3. Notes Payable
A Shareholder who is also a director has loaned the Company $100,000
for an 8% note payable due over a one year period once the Company has
positive cash flow. A note payable in the amount of $25,000 without
interest in payable on demand.
4. Leases
The Company leases office space and office equipment under operating
leases expiring at various dates through 2002. Management expects that
in the normal course of business, leases will be renewed or replaced by
other leases. Future minimum lease payments for each fiscal year in the
five year period ending December 31, 2002 are as follows:
1998 $122,048
1999 $122,048
2000 $ 62,854
2001 $ 3,660
2002 $ 1,830
5. Legal Proceedings
There are no legal proceedings against the Company.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL
CONDITION
The Company is the development stage. A private placement of the
Company's common stock is anticipated during the first quarter of 1998
when operations commence. Currently the Company has limited working
capital prior to commencing operations.
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS - None
Item 2. CHANGES IN SECURITIES - None
Item 3. DEFAULTS UPON SENIOR SECURITIES - None
Item 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS - None
Item 5. OTHER INFORMATION - None
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
The Company filed a Form 8-K dated December 31, 1997 to report the
acquisition of The Rockport Group of Texas, Inc. and the change of control.
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PROTOKOPOS CORPORATION
Date: February 16, 1998 By: /s/ Larry K. Hinson
-------------------
Larry K. Hinson
Chief Financial and Accounting Officer
(duly authorized officer)
7
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<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE STATEMENTS FOR THE NINE MONTHS ENDED DECEMBER 31, 1997 AND
AS OF DECEMBER 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000919606
<NAME> PROTOKOPOS CORPORATION
<MULTIPLIER> 1
<CURRENCY> US dollars
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> Mar-31-1998
<PERIOD-START> Apr-01-1997
<PERIOD-END> Dec-31-1997
<EXCHANGE-RATE> 1
<CASH> 1,338
<SECURITIES> 0
<RECEIVABLES> 93,300
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 126,440
<PP&E> 74,520
<DEPRECIATION> 2,276
<TOTAL-ASSETS> 231,930
<CURRENT-LIABILITIES> 99,678
<BONDS> 0
0
0
<COMMON> 2,532
<OTHER-SE> (54,720)
<TOTAL-LIABILITY-AND-EQUITY> 126,440
<SALES> 0
<TOTAL-REVENUES> 4,625
<CGS> 0
<TOTAL-COSTS> 31,801
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (27,418)
<INCOME-TAX> 0
<INCOME-CONTINUING> (27,418)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (27,418)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)
<PAGE>
</TABLE>
