ASHA CORP
10QSB, 1998-08-05
MOTOR VEHICLE PARTS & ACCESSORIES
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<PAGE>
                  U.S. SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549


                                  FORM 10-QSB


                Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


                  For the quarterly period Ended June 30, 1998


                           Commission File No. 0-16176
 


                               ASHA CORPORATION
       -----------------------------------------------------------------
       (Exact name of small business issuer as specified in its charter)


          Delaware                                     84-1016459
- ------------------------------             ----------------------------------
(State or other jurisdiction of           (IRS Employer Identification Number)
Incorporation or Organization)


              600 C Ward Drive, Santa Barbara, California 93111
          -----------------------------------------------------------
          (Address of Principal Executive Offices including zip code)


                                (805) 683-2331
                        ------------------------------
                          (Issuer's telephone number)


Indicate by check mark whether the Issuer (1) has 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 [   ]

There were 8,791,386 shares of the Registrant's Common Stock outstanding as of
June 30, 1998.

<PAGE>


<PAGE>
                              ASHA CORPORATION
                                 FORM 10-QSB

                                     INDEX
                                     -----

Part I.  Financial Information

Item 1.  Financial Statements                                          Page

         Balance Sheets -June 30, 1998 and September 30, 1997          3-4

         Statement of Operations for the three and nine
         month periods ended June 30, 1998 and 1997                      5

         Statement of Cash Flows for the nine month periods
         ended June 30, 1998 and 1997                                    6
 
         Notes to 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

         Signatures                                                     14


                                    2
<PAGE>



<PAGE>
                           ASHA CORPORATION

                             BALANCE SHEETS
                    JUNE 30, 1998 and SEPTEMBER 30, 1997


                                        June 30,           September 30,
                                          1998                  1997
                                       ------------         -------------
                                        (Unaudited)

ASSETS

  Current assets:
  Cash and cash equivalents             $3,329,061           $2,617,354
  Marketable Securities                      --                   --
  Accounts receivable-Trade              3,570,689              898,006
  Prepaid expenses and other                91,749               73,856

     TOTAL CURRENT ASSETS                6,991,499            3,589,216

  Property and equipment, at cost,
   net of accumulated depreciation
   and amortization                        600,633              192,273

  Other Assets:
   Investments in affiliates               609,557              609,557
   Deposits                                  4,499                  --

     TOTAL OTHER ASSETS                    614,056              609,557

     TOTAL ASSETS                       $8,206,188           $4,391,046














See accompanying notes to financial statements.

                                    3
<PAGE>



<PAGE>
                              ASHA CORPORATION

                               BALANCE SHEETS
                     JUNE 30, 1998 AND SEPTEMBER 30, 1997

                                           June 30,         September 30,
                                             1998               1997
                                         ------------        ------------
                                          (Unaudited)

LIABILITIES AND STOCKHOLDERS' EQUITY

  Current liabilities:
   Accounts payable                       $    26,443        $   114,843
   Accrued vacation payable                   164,428            107,796
   Accrued liabilities                         35,455             15,419
   Insurance payable                           13,584                --
   Lease payable                                5,173              7,408
   Current portion of long term debt           48,230                --

     TOTAL CURRENT LIABILITIES                293,313            245,466

  Long Term liabilities
   Note payable - Net of current portion   $  308,637                 --

     TOTAL LONG TERM LIABILITIES              308,637                 --

     TOTAL LIABILITIES                        601,950            245,466

  Stockholders' Equity:
   Preferred stock, $.0001 par value:
    Authorized - 10,000,000 shares,
    no shares issued or outstanding
   Common stock, $.00001 par value,
    Authorized - 20,000,000 shares
    Issued and outstanding - 8,791,386
    shares at June 30, 1998 and
    8,651,393 at September 30, 1997                87                 87
   Additional paid-in capital              11,858,437         11,247,348
   Accumulated deficit                     (4,172,379)        (7,019,948)
   Less: Treasury Stock at cost            (   81,907)        (   81,907)

     TOTAL STOCKHOLDERS' EQUITY             7,604,238          4,145,580

     TOTAL LIABILITIES AND
      STOCKHOLDERS' EQUITY                 $8,206,188         $4,391,046







See accompanying notes to financial statements.

                                    4
<PAGE>



<PAGE>
                               ASHA CORPORATION

                           STATEMENT OF OPERATIONS
            FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 1998 AND 1997

                                     For the 3 months     For the 9 months
                                      Ended June  30       Ended June  30
                                   1998          1997      1998        1997
                                  ------        ------    ------      -----

REVENUES

License and right of refusal    $    --     $    --     $5,652,187  $1,000,000
Miscellaneous income, contract
  and other services                 --        123,036       2,666     295,131
                                 ---------   ---------   ---------   ---------
   TOTAL REVENUE                     -0-       123,036   5,654,853   1,295,131

OPERATING EXPENSES

  Research and development         389,245     252,872   1,140,241     712,368
  Officer's salaries                94,940     100,625     296,176     306,518
  Legal and accounting              24,997      77,476      68,713     203,314
  Patent application                23,139      18,983     104,202      31,047
  Taxes and licenses                35,469      38,283      96,043     102,527
  Selling, General and
   administrative                  188,999     175,567     712,366     542,457
  Depreciation and amortization     35,915      16,894      69,013      50,682

   TOTAL OPERATING EXPENSES        792,704     680,700   2,486,754   1,948,913

   INCOME (LOSS) FROM OPERATIONS  (792,704)   (557,664)  3,168,099    (653,782)

OTHER INCOME (EXPENSES)

  Other income (expense)              --        34,201        --        (5,407)
  Investments in affiliate        (143,276)   (101,705)   (473,812)   (339,671)
  Interest income                   92,808       5,631     220,239      10,744
  Interest expense                (  6,479)   (130,763)   ( 20,732)   (286,119)
  Gain from sale of securities                  12,915                  12,915

   TOTAL OTHER INCOME (EXPENSES)  ( 56,947)   (179,721)   (274,305)   (607,538)

  (LOSS) INCOME BEFORE PROVISION  (849,651)   (737,385)  2,893,794  (1,261,320)

   PROVISION FOR INCOME TAX         42,604        --        46,224       --
                                  ---------    -------   ---------   ---------

   NET (LOSS) INCOME            $( 892,255)  $(737,385) $2,847,570 $(1,261,320)

WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING             8,751,749   7,203,238   8,689,915   7,117,057

NET INCOME (LOSS) PER SHARE          (.102)      (.102)       .328       (.177)
  Basic & diluted


See accompanying notes to financial statements.

                                    5
<PAGE>

<PAGE>
                              ASHA CORPORATION
                           STATEMENT OF CASH FLOWS
                FOR THE NINE MONTHS ENDED JUNE 30, 1998 AND 1997

                                          June  30,         June  30,
                                            1998              1997
                                        ------------       -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                        $2,847,570       $(1,261,320)
  Adjustments to reconcile
   net income (loss) to net
   cash provided by (used in)
   operating activities:
  Interest expense in connection
   with issuance of common stock
   and stock warrants.                             --           208,750
  Gain on sale of securities                                 (   12,915)
  Depreciation and amortization                78,984            50,682
  Revaluation of long-term
   receivables                             (  101,973)            5,407
  Loss on investment in affiliate             473,813           339,671
  Changes in assets and liabilities:
   Decrease (increase) in:
    Accounts receivable                    (2,477,924)       (    5,270)
    Prepaid expenses                       (   69,563)       (   15,239)
   Increase (decrease) in:
    Accounts payable                       (   88,801)       (   23,815)
    Accrued liabilities                        88,017            49,641
Net cash (used in) provided
       by operating activities                750,123        (  664,408)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Sale of short term investments                                260,463
  Additions to property and equipment      (  502,397)             --
  Disposal of property and equipment           31,235
  Investment in affiliate                  (  473,813)       (  681,519)
Net cash (used in) investing
  activities                              (  944,975)       (  421,056)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net borrowing (repayments) under
   credit agreement                           356,867           475,000
  Proceeds from issuance of common stock      549,692           151,942
  Net proceeds from bridge financing                            799,000
Net cash provided by financing
       activities                             906,559         1,425,942

Net (decrease) increase in cash and
   cash equivalents                           711,707           340,478

  Cash and cash equivalents at beginning
   of period                                2,617,354            13,581

  Cash and cash equivalents at end
   of period                               $3,329,061        $  354,059


See accompanying notes to financial statements.

                                    6
<PAGE>
<PAGE>
                                ASHA CORPORATION

                   NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

PRESENTATION

The financial statements included herein have been prepared by ASHA
Corporation without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission and include all adjustments which are in
the opinion of management, necessary for a fair presentation. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. The Company
believes that the disclosures are adequate to make these financial statements
not misleading; however, it is suggested that these financial statements and
the accompanying notes be read in conjunction with the financial statements
and notes thereto in the Company's Annual Report on Form 10-QSB for the fiscal
year ended September 30, 1997. The financial data for the interim periods may
not necessarily be indicative of results to be expected for the year.

Certain amounts in the balance sheet at September 30, 1997 have been
reclassified to conform to the June 30, 1998 presentation.

CONCENTRATION OF CREDIT RISK

As of June 30, 1998, accounts receivable from New Venture Gear represented 100
percent of accounts receivable. For the nine months ended June 30, 1998
revenue from New Venture Gear represented 97.9 percent of revenue.

MARKETABLE SECURITIES

As of June 30, 1998, there were no marketable securities.

INCOME TAX

Provisions for income taxes are minimal due to the utilization of net
operating loss carryforward.


                                   7
<PAGE>





<PAGE>
CONTINGENT LIABILITIES

The Corporation co-signed a $40,000 note with Montecito Bank and Trust for the
Managing Director of Automotive Components in Research and Development.


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION

The following should be read in conjunction with the Company's Annual Report
on Form 10-KSB and the attached Financial Statements and Notes of the Company.

The following discussion contains forward-looking statements that involve a
number of risks and uncertainties. While this outlook represents the Company's
current judgment in the future direction of the business, such risks and
uncertainties could cause actual results to differ materially from any future
performance suggested herein. The Company undertakes no obligation to publicly
release the result of any revisions to these forward-looking statements which
may be made to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events. Factors that could cause
results to differ materially from those projected in the forward-looking
statements include: market acceptance of both Gerodisc and the World Car,
variability of quarterly operations, dependence on management, competition,
political and economic risks of doing business in China, and the bureaucratic
nature of the automobile industry.

THREE MONTHS ENDED JUNE 30, 1998 VERSUS THREE MONTHS ENDED JUNE 30, 1997

There was a net loss of $(892,255) for the three months ended June 30, 1998
compared to a net loss of $(737,385) for the three months ended June 30, 1997.
During the three months June 30, 1998, the Company had no revenue as compared
to approximately $123,036 during the corresponding period last year.

Operating expenses for the three months ended June 30, 1998, as compared to
the corresponding period last year increased by approximately $112,000. The
addition of increased technical ability and project management to enhance the
Gerodisc product accounted for approximately a $85,638 increase in salary
expenses included in Research and Development for the most recent quarter as
compared to June 30, 1997. Direct materials and supplies decreased by
$(5,485). Travel expenses increased by $16,337 for the three months ending
June 30, 1998 due to expenses associated with supporting our licenses.
Computer related expenses increased by $12,321 for the installation and
training of new engineering software. In addition, the purchase of the
additional hardware and software resulted in depreciation expense being
$19,000 higher than in the same period in 1997. Legal and accounting fees
decreased for the three months ending June 30, 1998 by $(52,479) because of
reduced legal fees for patents. Patent applications increased by $4,156.
General and Administrative expenses increased by approximately $13,432. Sales
expenses increased by approximately $25,527 due to the Company's increased
marketing efforts in the international and domestic markets. Investor mailings
and stockholders expenses decreased for the most recent period  by $(10,771).
Director's liability insurance was purchased this quarter resulting in an
additional expenditure of $6,320.




                                    8
<PAGE>


<PAGE>
The Company recorded a loss of approximately ($143,000) on its investment in
the ASHA-TAISUN Joint Venture during the three months ended June 30, 1998.
Management has elected to be consistent with its practice since the beginning
of its current fiscal year of  writing off the investment in the Joint Venture
as incurred. During the three months ended June 30, 1997 the Company only
wrote off 50% of its investment and held 50% of the investment on the balance
sheet.  The actual expenses associated with the China operation for the
quarter ended June 30, 1998 decreased by approximately $60,134 as compared to
the quarter ended June 30, 1997.

The Company has invested approximately $440,000 in the ASHA-TAISUN Joint
Venture during the 10 months ending July 31, 1998. The expenditures were for
the development of the ABC technology and to technically support the Chinese
factory in its testing of the pre-production vehicles. At the end of June, the
Company had finished transferring the technology for the ABC Taxi to the
Chinese factory. The Company has chosen to reduce its ABC activities in
relation to finding other ABC licensees due to the severe economic situation
in South East Asia. The Company will continue to support the Chinese factory
with engineering and/or design expertise if required, but does not expect to
be called on frequently as the transfer of technology is complete. The factory
is expected to begin limited production of the taxi at the completion and
evaluation of the 125,000 kilometer tests.

The Company will continue to search for potential licenses for the ABC
technology, but will not maintain design and engineering activities during
this process. Such reduction in activities is expected to reduce the Company's
expenditures by approximately $700,000 annually.

The Chinese factory operation is in the process of revising its annual
production expectations downward due to the Asian economic situation, however,
the Company has no specific information concerning these revised projections.
The Company has completed its build of the production tooling and molds for
the Chinese factory. The Chinese factory has built 15 pre-production units.
These units are undergoing various dynamic tests to prove durability and
performance. Upon successful completion of such tests the Chinese factory
intends to commence production. The Joint Venture exhibited the ABC Taxi
(called "BUDDY" in China) at the Bejing auto exposition where it was favorably
received. The Chinese factory has limited orders from Taxi companies in
Jiaxing and other provinces as well as from Mongolia.

Interest income was substantially higher for the three months ended June 30,
1998 as compared to the three months ended June 30, 1997. The remaining
proceeds from the Company's public offering of July 1997, coupled with  the
first installment of $2,550,000 from New Venture Gear on January 31, 1998
enabled the Company to earn interest of $92,808 for the most recent fiscal
quarter, as compared to $5,631 interest earned for the period ending June 30,
1997.

Interest expense  of $6,479 for the most recent quarter was substantially less
than the $130,763 for the period ended June 30, 1997. The most significant
interest item for the period ended June 30, 1998 was interest associated with
$300,000 and $70,000 equipment notes, and to the points and fees associated
with the new $70,000 equipment note. Interest expense for the three months
ended June 30, 1997 was due to interest paid and accrued on the Company's bank
line of credit, the value of the warrants issued to the bank in connection
with the line of credit, the value of stock issued as additional consideration
in connection with a $900,000 bridge loan and accrued interest on the bridge
loan.

                                    9
<PAGE>

<PAGE>
A provision for federal and state income tax has been established for the 3
months ending June 30, 1998 in anticipation of owing federal taxes of $42,604
after applying any tax loss carryforwards. There was no tax liability for the
same period last year.

NINE MONTHS ENDED JUNE 30, 1998 VERSUS NINE MONTHS ENDED JUNE 30, 1997

During the nine months ended June 30, 1998, the Company had $5,654,853 in
revenue compared to $1,295,131 in revenue during the corresponding prior year
period. The increase in revenue was the result of an increase in license
revenue relating to the signing of a $5,100,000 license  agreement with  New
Venture Gear, a major tier one supplier. During the nine months ended June 30,
1997 the license revenue received was a $1,000,000 fee paid by Steyr-Daimler-
Puch-Fahrzeugtechnik GMBH, a large European automotive supplier.
 
Operating expenses for the nine months ended June 30, 1998, were approximately
$537,841 greater than the corresponding prior year period. Research and
development expenses increased by approximately $427,873 for the nine months
ended June 30, 1998 as compared to the corresponding nine months ended June
30, 1997. The reasons for the increases are related to several factors.
Expenses directly related to the Gerodisc development increased material
expenditures  by $31,433 as compared to the corresponding period in the
previous year.

Travel related to support exiting licensees as as well as continued support of
the European licensees increased travel expenses by $44,118 for the nine
months ended June 30, 1998 as compared to the nine months ended June 30, 1997.
Engineering salaries and benefits increased approximately $223,459 for the
current fiscal period as compared to the previous period, due to  the hiring
of additional experienced engineering staff with expertise in project
management. Expenses associated with relocation, benefits and moving of new
research and development engineers were approximately $20,000. Computer
related expense increased by $25,193 for the installation and training of new
engineering software.

Selling and General and Administrative expenses increased by approximately
$169,909 for the nine months ended June 30, 1998 as compared to the nine
months ended June 30, 1997.  Expenditures associated with the contractual
employment agreement and separation agreement for the former CEO accounted for
approximately $21,000. Sales expenses increased by approximately $59,546 due
to the Company's increased marketing effort in the international and domestic
market place. Increased expenses associated with the shareholders meeting and
mailings due to additional shareholders of record, and additional board
members accounted for $24,937 of the increase. Salaries increased by $25,567
due to the addition of a network administrator. Increased travel expenses
associated with additional  board members and sales and marketing effort
accounted for approximately $17,353. Approximately $64,645 of the increase is
attributed to the public relations consultant retained by the Company.

The Company recorded a net loss of $(473,812) from investment in affiliate
during the nine months ended June 30, 1998 as compared to a net loss of
$(339,671) for the nine months ended June 30, 1997. For the prior
corresponding  period the  total investment was approximately $679,342.
Actual expenditures for the joint venture have decreased by approximately
$205,530 ($679,342 less $473,812)as compared to the same period last year. The
decrease is primarily due to the transfer of technology to the Chinese
operation.

                                    10
<PAGE>


<PAGE>
Interest income of $220,239 was substantially higher for the nine months ended
June 30, 1998 as compared to the interest income of $10,744 for the nine
months ended June 30, 1997. The remaining proceeds from the Company's public
offering coupled with the first installment of $2,550,000 from New Venture
Gear received January 31, 1998 enabled the Company to earn substantial
interest for the first nine months of the current fiscal year.

Interest expense of $20,732 for the nine months ended June 30, 1998 was
substantially less than the $286,119 paid for the nine months ended June 30,
1997. The most significant interest item for the current period is points and
fees associated with the renewal of the Company's $750,000 credit line and
points and fees associated with a new $300,000 note to finance engineering
hardware and software, and a new $70,000 note to finance fabrication hardware
and software. Interest expense for the nine months ended June 30,1997 was due
to interest paid and accrued on the Company's bank line of credit, the value
of the stock issued as additional consideration in connection with $900,000
bridge loan and accrued interest on the bridge loan.

The net income of $2,847,570 for the nine months ended June 30, 1998 was
substantially more than the net loss of $(1,261,320) for the nine months ended
June 30, 1997. The $5,100,000 revenue from the license agreement signed in the
second quarter of the current fiscal year is the primary contributor to
current year profits. For the corresponding period last year revenues were
only $1,295,131. The Company anticipates the current licensing agreement to be
sufficient to maintain a profit position for the fiscal year, however there
are no assurances that any new licenses will be signed. Expenses for the next
three months are not expected to increase substantially from the level for the
first nine months.

Liquidity and Capital Resources

As of June 30, 1998, the Company had a positive working capital of
approximately $6,698,186 compared to positive working capital of approximately
$3,344,000 at September 30, 1997. The Company's working capital is primarily
attributed to the $5,100,000 revenue recorded for the New Venture Gear license
agreement and the remaining proceeds of the public offering  that the Company
closed in July of 1997.

On February 20, 1998, the Company renewed its $750,000 credit line with
Montecito Bank & Trust. As of June 30, 1998 the entire credit line of $750,000
was paid down to zero. Amounts under the credit line bear interest at the
prime rate, which is currently 8.5%, plus 1.0% and the credit line is
renewable on an annual basis.  As of July 16, 1998, the annual rate of
interest for the credit line was 9.5%. On February 20, 1998 the Company
negotiated a 60 month $300,000 long-term note to partially finance the
acquisition of engineering Computer-Aided-Design software. Amounts under the
note bear interest at the prime rate plus 1.0%. On April 21, 1998 the Company
negotiated a 60 month $70,000 long-term note to partially finance the
acquisition of fabrication hardware and software. Amounts under the note bear
interest at 8.75%. As of July 16, 1998 the annual rate of interest for the
note is 9.5%. As of June 30, 1998, no amounts were outstanding on the line of
credit.
 
On January 5, 1998, the Company signed a license agreement with New Venture
Gear, a major tier one supplier. The agreement called for a $5,100,000 fee
payable in two equal installments due respectively on January 31, 1998 and
January 31, 1999. The Company received the first installment of $2,550,000 on
January 31, 1998 as per the payment schedule.

                                    11
<PAGE>

<PAGE>
With the cash from the NVG license and the remaining  proceeds of the public
offering, the Company believes it will have sufficient liquidity to maintain
continued operations for the next twelve months.

Operating activities for the nine months ended June 30, 1998 provided $750,123
of net cash as compared to $(664,408) cash used in the nine months ended June
30, 1997.  The increase in cash provided by  operating activities was
primarily due to the first installment of $2,550,000 from the New Venture Gear
license agreement as compared to a increase in accounts receivable for the
prior corresponding period. The net profit of $2,847,570 for the nine months
ended June 30, 1998, as compared to a net loss of $(1,261,320) for the
comparable period in 1997 had a significant effect on year ended 1997
operating cash activities.

Investing activities for nine months ended June 30, 1998 used $(944,975) of
cash. Approximately $(473,813) was attributed to the investment in ASHA-Taisun
joint venture as compared to $(681,519)in the corresponding period for the
nine months ended June 30, 1997. The reduction in expenditures for the joint
venture is due to continuing transfer of production responsibility to the
Chinese operation, thus reducing staff and support expenses at the Santa
Barbara location.

The increase in cash was $711,707 for the nine months ended June 30, 1998 as
compared to a increase of $340,478 for the nine months ended June 30, 1997.
The increase in cash and cash equivalents was the initial installment of
$2,550,000 from the New Venture Gear license agreement. In the corresponding
period last year the Company relied on its credit line and proceeds of the
$900,000 bridge loan.

YEAR 2000 COMPLIANCE

Management has addressed the concerns of potential year 2000 computing
problems, both internally and with external parties, and believes that
significant additional costs will not be incurred because of this
circumstance.














                                    12
<PAGE>


<PAGE>
                             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 MATTERS TO A VOTE OF SECURITY HOLDERS.

On April 3, 1998, the Company held an Annual Meeting of Shareholders at which
John C. McCormack, Kenneth R. Black, Robert J. Sinclair, Lawrence Cohen, Nick
P. Bartolini, Erick A. Reickert and David D. Jones were each reelected to the
Board of Directors.  In addition, the Company's shareholders ratified the
appointment of Arthur Andersen LLP as the Company's auditors, and approved an
amendment to the Company's 1994 Stock Option Plan to increase the number of
shares included in the plan from 800,000 to 1,400,000. The following sets
forth the votes cast for, against or withheld, as well as the number of
abstentions and broker non-votes, as to each of the matters presented at the
meeting:

     1.  ELECTION OF DIRECTORS

               NOMINEES              FOR              WITHHELD

         John C. McCormack     5,477,493 Shares     6,500 Shares
         Kenneth R. Black      5,477,493 Shares     6,500 Shares
         Robert J. Sinclair    5,477,257 Shares     6,736 Shares
         Lawrence Cohen        5,477,493 Shares     6,500 Shares
         Nick P. Bartolini     5,475,627 Shares     8,366 Shares
         Erick A. Reickert     5,475,627 Shares     8,366 Shares
         David D. Jones        5,476,158 Shares     7,835 Shares

     2.  APPOINTMENT OF ARTHUR ANDERSON LLP

               FOR               AGAINST            ABSTENTIONS

         5,456,810 Shares      5,094 Shares        22,089 Shares

     3.  AMENDMENT TO THE 1934 STOCK OPTION PLAN

               FOR             AGAINST        ABSTENTIONS     BROKER NON-VOTES

         2,985,054 Shares   201,147 Shares   112,090 Shares   2,185,702 Shares

ITEM 5.   OTHER INFORMATION.

The Company has been notified by DANA Corporation ("DANA") that it has
terminated its license with the Company. The Company has notified DANA that it
may not sell or otherwise use the Gerodisc technology without a license, and
that should DANA do so it will be infringing on the Company's patents. In
addition, the Company's legal counsel believes that DANA is in material breach
of the license agreement and is using the Company's technology without giving
the Company due compensation.  The Company intends to aggressively defend its
patents and, if necessary, litigate its claims against DANA.  Such claims may
include unjust enrichment, fraud, as well as several claims relative to
business issues in the license agreement.

                                    13
<PAGE>


<PAGE>
ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

    (a)   EXHIBITS.  The following exhibit is filed herewith electronically:

          EXHIBIT 27     Financial Data Schedule

    (b)   REPORTS ON FORM 8-K.  None.




                                 SIGNATURES

     Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                    ASHA CORPORATION



Date:  August 4, 1998               By /s/ John C. McCormack
                                       John C. McCormack, President



                                    By /s/ Steve Sanderson
                                       Steve Sanderson, Chief Financial
                                       Officer








                                    14


<TABLE> <S> <C>

<ARTICLE>     5
<LEGEND>
This schedule contains summary financial information extracted from the
balance sheets and statement of operations found on pages 3-5 of the Company's
Form 10-QSB for the quarter year ended June 30, 1998 and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          SEP-30-1997
<PERIOD-END>                               JUN-30-1998
<CASH>                                     $ 3,329,061
<SECURITIES>                                         0
<RECEIVABLES>                                3,570,689
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             6,991,499
<PP&E>                                         600,663
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                               8,206,188
<CURRENT-LIABILITIES>                          293,313
<BONDS>                                              0
                                0
                                          0
<COMMON>                                            87
<OTHER-SE>                                   7,604,151
<TOTAL-LIABILITY-AND-EQUITY>                 8,206,188
<SALES>                                      5,654,853
<TOTAL-REVENUES>                             5,654,853
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                             2,486,754
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              20,732
<INCOME-PRETAX>                              2,893,794
<INCOME-TAX>                                    46,224
<INCOME-CONTINUING>                          2,847,570
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 2,847,570
<EPS-PRIMARY>                                     .328
<EPS-DILUTED>                                     .328



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