<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarter ending August 31, 2000
OR
[ ] 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. 33-1534-D
ASTHMA DISEASE MANAGEMENT, INC.
-------------------------------
(Name of Small Business Issuer)
DELAWARE 22-3253496
-------------------------------- -------------------
(State or other jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
272 South White Horse Pike, Berlin, NJ 08009
-------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
856-753-9595
------------------------------------------------
(Issuer's Telephone Number, including Area Code)
Section registered under Section 12(b) of the Exchange Act:
Name of Each Exchange
Title of Each Class on Which Registered
------------------- ---------------------
None None
Securities Registered Pursuant to Section 12(g) of the Exchange Act:
Common Stock, $0.001 par value per share
----------------------------------------
(Title of Class)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities 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 filings requirements for the past 90 days.
YES [X] NO [ ]
On August 31, 2000, the Registrant had outstanding 93,503,508 shares of its
common stock. (See "Legal Proceedings")
<PAGE>
THIS REPORT INCLUDES "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION
27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED. ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACTS
INCLUDED IN THIS REPORT LOCATED ELSEWHERE HEREIN REGARDING THE COMPANY'S
OPERATIONS, FINANCIAL POSITION AND BUSINESS STRATEGY, MAY CONSTITUTE
FORWARD-LOOKING TERMINOLOGY SUCH AS "MAY," "WILL," "EXPECT," "INTEND,"
"ESTIMATE," "ANTICIPATE," "BELIEVE" OR "CONTINUE" OR THE NEGATIVE THEREOF OR
VARIATIONS THEREON OR SIMILAR TERMINOLOGY. ALTHOUGH THE COMPANY BELIEVES THAT
THE EXPECTATIONS REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS ARE REASONABLE AT
THIS TIME, IT CAN GIVE NO ASSURANCE THAT SUCH EXPECTATIONS WILL PROVE TO HAVE
BEEN CORRECT. IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THE COMPANY'S EXPECTATIONS ("CAUTIONARY STATEMENTS") ARE
DISCLOSED IN THIS REPORT AND IN OTHER MATERIALS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION. ALL SUBSEQUENT WRITTEN AND ORAL FORWARD-LOOKING STATEMENTS
ATTRIBUTABLE TO THE COMPANY OR PERSONS ACTING ON ITS BEHALF ARE EXPRESSLY
QUALIFIED IN THEIR ENTIRETY BY THE CAUTIONARY STATEMENTS.
2
<PAGE>
ASTHMA DISEASE MANAGEMENT, INC.
INDEX
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION Page
<S> <C>
Item 1. Financial Statements 4
Balance Sheets -
August 31, 2000 & August 31, 1999 (unaudited) 4
Statements of Income -
Three Months Ended August 31, 2000 and 1999 (unaudited) 5
Statements of Cash Flows -
Three Months Ended August 31, 2000 and 1999 (unaudited) 6
Statements of Stockholder's Equity -
Three Months Ended August 31, 2000 and 1999 (unaudited) 7
Notes to Financial Statements 8-12
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operation 13
Item 3. Quantitative and Qualitative Information about Market Risk 14
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 15
Item 6. Exhibits and Reports on Form 8-K 15
Signature Page 16
</TABLE>
3
<PAGE>
Part I Financial Information
Item 1 Financial Statements (unaudited)
ASTHMA DISEASE MANAGEMENT, INC.
UNAUDITED BALANCE SHEETS
AUGUST 31, 2000 and 1999
<TABLE>
<CAPTION>
ASSETS 2000 1999
---------- ----------
<S> <C> <C>
CURRENT ASSETS
Cash $ 18,429 $ (14,004)
Accounts receivable, net 73,839 100,076
Advances to officer - 2,209
Inventory 2,500 15,000
---------- ----------
TOTAL CURRENT ASSETS 94,768 103,281
- -
DEFERRED INCOME TAXES
18,852 10,820
PROPERTY AND EQUIPMENT, net
- 500,000
RECEIVABLE FROM LITIGATION
- 23,354
---------- ----------
OTHER ASSETS
$ 113,620 $ 637,455
========== ==========
TOTAL ASSETS
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 177,075 $ 125,408
Payroll taxes payable 371,038 512,289
Accrued contractual settlements 180,509 -
Convertible notes payable 155,000 203,833
---------- ----------
TOTAL CURRENT LIABILITIES 883,622 841,530
COMMITMENTS and CONTINGENCIES
STOCKHOLDERS' EQUITY
Common Stock - Class A, no par value; 10,000,000 shares authorized, 10,000 -
issued and outstanding at August 31, 2000
Common Stock, $0.001 par value; 40,000,000 shares authorized, 93,504 22,590
93,503,508 and 73,049,951 shares issued and outstanding at August
31, 2000 and 1999, respectively
9,066,398 7,338,639
Additional paid-in capital
(9,939,904) (7,554,298)
Accumulated deficit
- (10,000)
Treasury stock at cost, 0 and 20,000 shares at August 31, 2000
and 1999, respectively
- (1,006)
Stock subscription receivable
(770,002) (204,075)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY
$ 113,620 $ 637,455
========== ==========
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
</TABLE>
The accompanying notes are an integral part of
these unaudited Financial Statements
4
<PAGE>
ASTHMA DISEASE MANAGEMENT, INC.
UNAUDITED STATEMENTS OF INCOME
THREE MONTHS ENDED AUGUST 31, 2000 and 1999
<TABLE>
<CAPTION>
2000 1999
--------- ---------
<S> <C> <C>
Net revenues $83,399 $76,264
Cost of revenues 87,716 84,795
------- -------
GROSS PROFIT (4,317) (8,531)
Selling, general and administrative expenses 241,579 215,923
Depreciation and amortization - -
--------- ---------
INCOME FROM OPERATIONS (245,896) (224,454)
Other income - 200
--------- ---------
INCOME BEFORE INCOME TAXES $(245,896) $(224,254)
---------- ---------
Income taxes - -
--------- ---------
NET INCOME $(245,896) ($245,254)
========= =========
$ (.003) $ (.003)
========= =========
NET INCOME PER SHARE - Basic and Diluted
Weighted average common shares outstanding 87,446,090 73,053,724
========== ==========
</TABLE>
The accompanying notes are an integral part of
these unaudited Financial Statements
5
<PAGE>
ASTHMA DISEASE MANAGEMENT, INC.
UNAUDITED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED AUGUST 31, 2000 and 1999
<TABLE>
<CAPTION>
2000 1999
--------- ---------
<S> <C> <C>
Cash flow from operating activities:
$(245,896) $(224,254)
Net income
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation - -
Decrease (Increase) in accounts receivable, net 3,237 (16,793)
Decrease (Increase) in advances to officer - -
Decrease (Increase) in inventory - -
(Decrease) Increase in accounts payable 36,971 2,500
(Decrease) Increase in payroll taxes payable 27,498 52,675
--------- ---------
(178,190) (185,872)
NET CASH PROVIDED BY OPERATING ACTIVITIES
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment - (400)
--------- ---------
- (400)
NET CASH PROVIDED BY INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of convertible notes payable 138,000 (1,360)
Issuance of Class A common stock 10,000 -
Issuance of common stock - 203,851
--------- ---------
148,000 202,491
--------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES
(30,190) 16,219
NET INCREASE (DECREASE) IN CASH
48,619 (30,223)
--------- ---------
CASH AT BEGINNING OF PERIOD
$ 18,429 $ (14,004)
========= =========
CASH AT END OF PERIOD
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION -- --
DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES -- --
</TABLE>
The accompanying notes are an integral part of
these unaudited Financial Statements
6
<PAGE>
ASTHMA DISEASE MANAGEMENT, INC.
UNAUDITED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
THREE MONTHS ENDED AUGUST 31, 2000 and 1999
<TABLE>
<CAPTION>
Additional Stock
Common Paid-in Accumulated Treasury Subscription
Stock Capital Deficit Stock Rec. Total
------- ---------- ----------- -------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
BALANCE at May 31,
1999 $22,590 $7,127,788 $(7,330,044) $(10,000) $(1,006) $(190,672)
Comprehensive Loss (224,254) (224,254)
Issuance of Common
Stock - 210,851 210,851
------- ---------- ---------
BALANCE AT August
31, 1999 $22,590 $7,338,639 $(7,554,298) $(10,000) $(1,006) $(204,075)
======= ========== ============ ======== ======== =========
BALANCE AT May 31,
2000 $93,504 $9,066,398 $(9,694,008) $ - $ - $ (534,106)
Comprehensive Loss ($245,896) ($245,896)
Issuance of common
Stock - - -
------- ---------- ----------
BALANCE at August
31, 2000 $93,504 $9,066,398 $(9,939,904) $ - $ - $ (770,002)
======= ========== =========== ======== ======= ==========
</TABLE>
The accompanying notes are an integral part of
these unaudited Financial Statements
7
<PAGE>
ASTHMA DISEASE MANAGEMENT, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
AUGUST 31, 2000
Note 1 - Basis of Presentation
The accompanying financial statements of the Corporation are unaudited. In the
opinion of management, all adjustments (which include only normal recurring
accruals) necessary for a fair presentation of such financial statements have
been included. Interim results are not necessarily indicative of results of a
full year.
The financial statements and notes are presented in accordance with the rules
and regulations of the Securities and Exchange Commission and do not contain
certain information included in the Corporation's annual report. Therefore, the
interim statements should be read in conjunction with the financial statements
and notes thereto contained in the Corporation's annual report.
Note 2 - Summary of Significant Accounting Policies
The Corporation, Asthma Disease Management, Inc., (ADM), is a corporation formed
under the laws of the State of Delaware with its office and clinical laboratory
in Berlin, New Jersey. ADM offers a broad range of testing services used by
Primary Care Physicians in the diagnosis, monitoring and treatment of asthma and
allergy diseases throughout the United States.
Prior to December 3, 1998, the Corporation conducted its business under the
names of IRT Holding Corporation, IRT Laboratory, Inc. and IRT Diagnostic, Inc.
Use of estimates. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Cash. Holdings of highly liquid investments with maturities of three months or
less when purchased are considered to be cash equivalents.
Fair Value of Financial Instruments. The carrying amounts reported in the
balance sheet for cash, accounts receivable, accounts payable, payroll taxes
payable and convertible notes payable are considered to be representative of
their respective fair values due to their short-term nature.
Inventories. Inventories, consisting primarily of purchased laboratory supplies,
are stated at the lower of cost or market using the first-in, first out method.
Property and Equipment. Property and equipment are carried at cost. Depreciation
is provided principally on the straight-line method over the estimated useful
lives of the assets. Betterments and large renewals which extend the life of the
asset are capitalized whereas maintenance and repairs and small renewals are
expensed as incurred.
8
<PAGE>
Revenue Recognition. Revenues are recognized on the accrual basis at the time
test results are reported, which approximates when services are provided.
Services are provided to certain patients covered by various third-party payor
programs including the Medicare and Medicaid programs. Billings for services
under third-party payor programs are included in revenues net of allowances for
contractual discounts and allowances for differences between the amounts billed
and estimated program payment amounts. Adjustments to the estimated payment
amounts based on final settlement with the programs are recorded upon settlement
as an adjustment to revenue. In 2000 and 1999, approximately 11% and 10%,
respectively, of the Corporation's revenues were derived from tests performed
for beneficiaries of Medicare and Medicaid programs.
Income Taxes. Income taxes are accounted for utilizing the asset and liability
method. Under this method, deferred income taxes are determined based on the
difference between the financial statement and tax basis of assets and
liabilities using presently enacted tax rates and regulations. Future tax
benefits, such as net operating loss carryforwards, are recognized to the extent
that realization of such benefits are more likely than not.
Concentration of Credit Risk. Substantially all of the Corporation's accounts
receivable are with companies and physicians in the health care industry and
with individuals for whom tests were performed. However, concentrations of
credit risk are limited due to the number of the Corporation's clients as well
as their dispersion across many different geographical regions.
Net Income Per Share. Net income (loss) per share is computed by dividing net
income (loss) by the weighted average number of common shares outstanding during
the period. Diluted net income (loss) per share is computed by dividing net
income (loss) by the sum of weighted average number of common shares outstanding
during the period plus common stock equivalents. Common stock equivalents are
shares assumed to be issued if the Corporation's outstanding stock option was
exercised. However, the effect of the exercise of the Corporation's stock option
was not included in the computation of diluted net income (loss) per share as it
would have been anti-dilutive for all periods presented.
Comprehensive Income. Comprehensive income consists only of net income and is
presented in the statements of stockholders' equity.
Reclassifications. Certain reclassifications have been made to prior year
amounts to conform to the classifications used in the current year presentation.
Note 3 - Accounts Receivable, Net
August 31,
2000 1999
------- --------
Gross accounts receivable $ 84,030 $104,346
Less: Allowance for doubtful accounts (10,191) (34,000)
-------- --------
$ 73,839 $ 70,346
======== ========
Bad debt expense was $3,228 and $0 in 2000 and 1999 respectively.
9
<PAGE>
ASTHMA DISEASE MANAGEMENT, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS (continued)
AUGUST 31, 2000
Note 4 - Income Taxes
Income tax expense consists of the following:
<TABLE>
<CAPTION>
August 31,
2000 1999
---- ----
<S> <C> <C>
Currently payable:
Federal $ - $ -
State - -
--- ---
Deferred: - -
Federal - -
--- ---
State - -
--- ---
- -
=== ===
</TABLE>
Deferred tax assets and liabilities consist of the following:
<TABLE>
<S> <C> <C>
Net operating losses 2,326,562 1,759,211
Valuation allowance (2,326,562) (1,759,211)
---------- ----------
$ 0 $ 0
========== ==========
</TABLE>
A valuation allowance is provided to reduce the deferred tax assets to a level
which, more likely than not, will be realized. The netting of deferred assets
and liabilities reflects management's estimate of the amount which will be
realized from future taxable income which can be predicted with reasonable
certainty.
The Corporation has net operating losses carryforward of $9,694,008 for Federal
and state tax purposes that begin to expire in 2003.
Note 5 - Property and Equipment
August 31,
2000 1999
-------- --------
Laboratory equipment $236,175 $236,175
Office equipment 123,076 119,232
Furniture and fixtures 27,362 27,362
Vehicles 15,008 -
------- --------
401,621 382,769
Accumulated depreciation (382,769) (371,949)
-------- --------
Property and equipment, net $ 18,852 $ 10,820
======== ========
The Corporation rents its office and clinical laboratory in Berlin, New Jersey,
on a month-to-month basis at a cost of $3,450 per month.
10
<PAGE>
ASTHMA DISEASE MANAGEMENT, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS (continued)
AUGUST 31, 2000
Note 6 - Payroll Taxes Payable
<TABLE>
<CAPTION>
August 31,
2000 1999
-------- --------
<S> <C> <C>
Federal payroll taxes payable - prior year $185,946 $368,893
State payroll taxes payable - prior year 117,594 90,721
Federal payroll taxes payable - current year 19,358 35,117
State payroll taxes payable - current year 8,140 17,558
Federal payroll taxes payable - former subsidiary 40,000 -
------- --
371,038 512,289
Current year payments made - -
-------- --------
$371,038 $512,289
======== ========
</TABLE>
The Corporation is significantly in the arrears in making Federal and
state payroll tax payments.
Note 7 - Accrued Contractual Settlements
<TABLE>
<CAPTION>
August 31,
2000 1999
-------- --------
<S> <C> <C>
Termination of employment contracts $150,000 $ -
Medicaid overpayments due to
New Jersey DMAHS 26,509 -
Legal costs incurred with Medicaid suit 4,000 -
------ --------
$180,509 $ -
======== ========
</TABLE>
The Corporation is currently being sued in New Jersey Superior Court, Camden
County, for the termination of employment contracts of two former employees. The
Corporation's legal counsel has estimated the Corporation's probable liability
regarding these suits to be $150,000.
The Corporation has entered into a Stipulation of Dismissal with the New Jersey
Division of Medical Assistance and Health Services (Medicaid) to repay $26,509
in alleged over billing of laboratory tests in 1995. The legal costs incurred in
defense of these allegations were $4,000.
Note 8 - Convertible Notes Payable
<TABLE>
<CAPTION> August 31,
2000 1999
-------- --------
<S> <C> <C>
One-year, 15%, convertible notes issued
August 1998 through August 2000 $155,000 $203,833
======== ========
</TABLE>
The Corporation issued new notes of $125,000 during the three month period ended
August 31, 2000. The Corporation redeemed one note of $2,000 with an interest
cost of $525 during the same period.
11
<PAGE>
ASTHMA DISEASE MANAGEMENT, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS (continued)
AUGUST 31, 2000
Note 9 - Shares Outstanding
Article IV of the Corporation's 1985 Certificate of Incorporation provides that
the Corporation has the authority to issue 50,000,000 shares, consisting of up
to 40,000,000 shares of common stock and 10,000,000 shares of Class A common
stock. Common Stock and Class A Common Stock have a par value of one mill
($0.001).
On August 29, 2000, the Board of Directors elected on May 19, 2000 filed suit in
Delaware Chancery Court, New Castle County, seeking relief and damages from
former directors and officers, specifically including, the surrender and
cancellation of sufficient shares of common stock so that the number of the
Corporation's issued and outstanding shares are equal to or less than the number
of shares authorized under the Corporation's Certificate of Incorporation.
Note 10 - Related Party Transaction
On August 29, 2000, the new Board of Directors issued to each Board member 2
million shares of the Company's Class A Common Stock. Each Class A Common Stock
share has a four to one voting right to each of the Company's Common Stock
share. There is no market for the Company's Class A Common Stock.
Note 11 - Commitments and Contingencies
The Corporation believes that it is in compliance in all material respects with
all statues, regulations and other requirements applicable to its clinical
laboratory operations. The clinical laboratory testing industry is, however,
subject to extensive regulation, and many of these statues and regulations have
not been interpreted by the courts. There can be no assurance therefore that
applicable statues and regulations might not be interpreted or applied by a
prosecutorial, regulatory or judicial authority in a manner that would adversely
affect the Corporation. Potential sanctions for violations of these statues and
regulations include significant fines and the loss of various licenses,
certificates and authorizations.
End of Financial Statements
12
<PAGE>
Item 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations
The following discussion should be read in conjunction with, and is qualified in
its entirety by, Asthma Disease Management, Inc. (the "Company") Financial
Statements and Notes thereto appearing elsewhere herein. Historical results are
not necessarily indicative of trends in operating results for any future period.
ANALYSIS OF FINANCIAL CONDITION
(Quarter ended August 31. In thousands except for per share data)
2000 1999
------ -----
Operations
Statement Data
--------------
Revenues $83 $76
Net loss (246) (224)
Net loss per share of (.003) (.003)
common stock
Cash dividend per share 0 0
Balance Sheet Data
------------------
Total assets 114 637
Current liabilities 884 842
Long term debt 0 0
Stockholders' equity (deficit) $(770) $(204)
RESULTS OF OPERATIONS
---------------------
Revenues and Expenses
Revenue for the quarter ended August 31, 2000 was $83,399, an increase of $7,135
(or 9%) over revenue of $76,264 for the quarter ended Quarter 31, 1999. Revenues
in each quarter consist of funds generated from laboratory testing and
immunotherapy support services for physicians and are net of contractual
allowances.
Cost of revenues for the quarter ended August 31, 2000 was $87,716, an increase
of $2,921 (or 3%) over the comparable figure of $84,795 for the fiscal quarter
ended August 31, 1999. Costs of revenues include materials, salaries and other
conversion costs. The increase in cost of revenues is due to a modest rise in
sales combined with a change in laboratory testing equipment and reagents. After
months of comparative studies the Company decided to opt for a slightly more
costly test in exchange for greater reliability and accuracy.
Selling, general and administrative expenses for the quarter ended August 31,
2000 were $241,579, an increase of $25,656 (or 12%) over expenses of $215,923
for the year ended August 31, 1999. The increase in expenses reflects the
legal fees in pursuit of litigation described in footnote #9 of the financial
statements. The legal fees for the quarter ended August 31, 2000 were $47,234.
Liquidity and Capital Resources
At August 31, 2000, the Company had cash of $18,429. The Company's revenues for
the quarter then ended were $83,399, an increase of 9% over the revenues for the
period ended August 31, 1999.
13
<PAGE>
To fund working capital deficits, the Company in previous periods had issued
stock and convertible notes. For the year ended May 31, 2000, the Company raised
cash of $1,395,295 from the questionable issue of 22,868,794 shares of stock.
See "Legal Proceedings."
Item 3 Quantitative and Qualitative Disclosures About Market Risk
None.
14
<PAGE>
Part II. Other Information
Item 1 Legal Proceedings
On May 5, 2000, the Securities and Exchange Commission commenced a formal
investigation looking into activities of the Company, certain former officers
and directors of the Company, and others, concerning, among other things,
possible unlawful issuances of the Company's common stock. Thereafter, the SEC
temporarily suspended the over-the-counter trading of the common stock of the
Company. The temporary suspension was effective on May 8, 2000 and terminated on
May 19, 2000. The suspension occurred according to the SEC, because questions
were raised about the accuracy and adequacy of the publicly disseminated
information concerning, among other things, the status and extent of the
Company's business operations. The temporary suspension ended on May 19, 2000,
but the SEC is continuing its investigation of the Company, certain of its
former officers and directors and others.
On August 29, 2000, the Company filed a complaint in the Delaware Chancery Court
against certain of our former officers, directors and employees, alleging, among
other things, that such former officers, directors and employees engaged in
unlawful issuances of stock and other breaches of fiduciary duties. The action
alleges, among other things, that the defendants caused the Company to
unlawfully issue up to 53 million unauthorized shares of our common stock. The
action seeks declaratory relief, injunctive relief and damages. The defendants
in such action have filed answers to the complaint.
The Company is a defendant in two employment contract suits pending in the
Superior Court of New Jersey, Camden County. The plaintiffs are claiming damages
of approximately $291,000. Those amounts do not include stock issued to
plaintiffs that was cancelled. The case was originally scheduled for trial on
September 19, 2000, but was postponed. A new court date has been set for
January, 2001.
Item 6 Exhibits and Reports on Form 8K
A Exhibits: none
B Reports on Form 8K
The Company filed the following Current Reports on Form 8-K during
the first quarter of 2001:
On July 12, 2000, the Company filed a Current Report on Form
8-K that reflected the change in the Company's independent
accountants and a change in the Company's Board of Directors.
On August 29, 2000, the Company filed a Current Report on Form
8-K that reflected the commencement of the action by the
Company in Delaware Chancery Court.
15
<PAGE>
Signatures
In accordance with 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.
Date: November 17, 2000 ASTHMA DISEASE MANAGEMENT, INC.
By: /s/ A. J. Henley
------------------------------------
A. J. Henley, President
16
