FFoorrmm 10Q . . UNITED STATES . SECURITIES AND EXCHANGE COMMISSION . Washington, DC 20549 . .[ X ] QUARTTEERRLLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE . SECURITIES EXCHANGE ACT OF 1934 FOR THE SIX MONTHS ENDED: NOVEMBER 30, 1997. . . OR . .[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF 1934 FOR . . .Commission file number 33-1534-D . . . IRT HOLDING CORPORATION (Exact name of registrant as specified in its charter) . . . Delaware 22-3253496 (State or other jurisdiction of (I.R.S. Employer .incorporation or organization) Identification No.) . . .272 South White Horse Pike, Berlin, NJ 08009 .(Address of principal executive offices) (Zip Code) . . . 1-800-448-8199 . (Telephone number) . . . Indicate by check mark whether the registrant (1) had 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 (or such shorter periods 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 . . . Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. . . . Class Outstanding at 11/30/97 .(Common Stock, $.001 par value) 47,483,278 . IRT HOLDING CORPORATION AND SUBSIDIARIES . . . INDEX . . .PART I. FINANCIAL INFORMATION . .Item 1. Financial Statements (unaudited) . .Balance Sheet, November 30, 1997 .Statements of Operations-Six months ended November 30, 1997 .Statements of Cash Flows-Six months ended November 30, 1997 .Notes to Financial Statements- November 30, 1997 . . . .PART II. OTHER INFORMATION . .Item 1. Legal proceedings .Item 2. Changes in Securities .Item 3. Defaults Upon Senior Securities .Item 4. Submission of Matters to a Vote of Security Holders .Item 5. Other Information .Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . IRT HOLDING CORPORATION AND SUBSIDIARIES . NOTES TO CONSOLIDATED FINANCIAL STATEMENTS . UNAUDITED . .NOTE 1. BASIS OF PRESENTATION . . The Company's financial statements are unaudited. In the opinion of management, all adjustments, which include normal recurring adjustments necessary to present fairly the financial position, results of operation and changes in financial position for all periods presented, have been made. The results of operations for interim periods are not necessarily indicative of the operating results for the full year. . . Footnote disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted in accordance with the published rules and regulations of the Securities and Exchange Commission. These financial statements and notes thereto are included in the Company's Form 10-K for the most recent fiscal year. . .NOTE 2. CAPITAL STOCK . . The Company issued the following shares during the first six months of Fiscal 1997: . . A total of 8,027,462 shares of common stock were issued in the amount of $394,270.00. . . Total shares in the distribution: 47,483,278 . . .NOTE 3. CHANGES IN STOCKHOLDERS' EQUITY . . Common Stock Add'l Retained . Number of Paid-In Earnings . Shares Amount Capital (Deficit) . . BALANCES, May 31, 1997 39,455,816 $21,852 $6,052,287 ($5,960,260) Additions/Adjustments 8.027,462 3,943 385,327 ( 7,470) Loss for the period ( 409,739) November 30, 1997 47,483,278 $25,795 $6.437,614 ($6.377,469) . . .To date, the Company has never paid a dividend and does not anticipate paying a dividend in the foreseeable future. . . .Part II. OTHER INFORMATION . . .Item 1. Legal Proceedings . . NONE . . .Item 2. Changes in Securities . . The Board of Directors approved a two share distribution for each of the Immuno Response Technology, Inc. Shares outstanding for the pre-merger (L'Autrec, Inc.) Shareholders of Immuno Response Technology, Inc. The Board of Directors effected this distribution to equalize the per share price for each of its Regulation D505 offerings. . . .Item 3. Defaults Upon Senior Securities . . NONE . . .Item 4. Submission of Matters to the Vote of Shareholders . . NONE . . .Item 5. Other Information . . NONE . . .Item 6. Exhibits and Reports on Form 8-K . . NONE . . . SIGNATURES . . Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. . . . . . George H. Young, President and . Chairman of the Board of Directors . . . .Date: . IRT HOLDING CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS NOVEMBER 30,1997 CURRENT ASSETS CASH $ (4,822) ACCOUNTS RECEIVABLE, NET OF ALLOWANCE FOR DOUBTFUL ACCOUNTS OF $34,000 AND ADVANCES FROM FACTORING COMPANY 175,007 INVENTORY 30,000 ------- TOTAL CURRENT ASSETS $ 200,185 ------- EQUIPMENT & IMPROVEMENTS LABORATORY EQUIPMENT 236,175 OFFICE EQUIPMENT 116,098 FURNITURE AND FIXTURES 27,362 ------- 379,635 LESS ACCUMULATED DEPRECIATION (364,199) --------- $ 15,436 --------- OTHER ASSETS RECEIVABLE FROM LITIGATION 500,000 OTHER ASSETS 23,354 ------- 523,354 ------- $ 738,975 ======= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES ACCOUNTS PAYABLE AND ACCRUED EXPENSES $ 322,863 NOTES PAYABLE - DIRECTOR 40,511 ACCRUED PAYROLL TAXES PAYABLE AND RELATED COSTS 300,667 ------- TOTAL CURRENT LIABILITIES $ 664,041 ------- STOCKHOLDERS' EQUITY (DEFICIT) COMMON STOCK 25,795 ADDITIONAL PAID-IN CAPITAL 6,437,614 ACCUMULATED DEFICIT (6,377,469) ----------- 85,940 LESS TREASURY STOCK, AT COST (20,000 SHARES) (10,000) LESS SUBSCRIPTION RECEIVABLE (1,006) ---------- - - 74,934 ---------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 738,975 ========== UNAUDITED - FOR INTERNAL USE ONLY IRT HOLDING CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED NOVEMBER 30, 1997 REVENUE NET LABORATORY REVENUE $ 98,838 OPERATING EXPENSES COST OF SALES 133,806 SELLING AND PROMOTIONAL EXPENSES 104,071 GENERAL AND ADMINISTRATIVE EXPENSES 257,700 DEPRECIATION 8,000 ------- $ 503,577 ------- OPERATING LOSS (404,739) OTHER INCOME (EXPENSE) FACTORING CHARGES (5,000) -------- NET INCOME (LOSS) $ (409,739) ======== NET INCOME (LOSS) PER SHARE $ (0.01) ======== WEIGHTED AVERAGE SHARES OUTSTANDING 39,935,492 ========== UNAUDITED - FOR INTERNAL USE ONLY IRT HOLDING CORPORATION AND SUBSIDIARIES STATEMENT OF CASH FLOW FOR THE SIX MONTHS ENDED NOVEMBER 30, 1997 CASH FLOWS FROM OPERATING ACTIVITIES NET INCOME (409,739) ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES DEPRECIATION 8,000 ACCOUNTS RECEIVABLE (28,781) FEDERAL WITHHOLDING TAXES 37,552 STATE WITHHOLDING TAXES 3,347 STATE UNEMPLOYMENT TAXES 5,308 FEDERAL UNEMPLOYMENT TAXES 100 NOTES PAYABLE - CURRENT ( 2,043) -------- TOTAL ADJUSTMENTS 23,483 -------- NET CASH PROVIDED BY OPERATION (386,256) CASH FLOWS FROM INVESTING ACTIVITIES USED FOR: OFFICE EQUIPMENT 13,531 -------- NET CASH USED FOR INVESTING 13,531 -------- CASH FLOWS FROM FINANCING ACTIVITIES PROCEEDS FROM: COMMON STOCK 3,943 ADDITIONAL PAID IN CAPITAL 385.327 -------- NET CASH USED IN FINANCING 389,270 -------- NET INCREASE (DECREASE) IN CASH (10,517) ======== SUMMARY CASH BALANCE AT END OF PERIOD (4,822) ADJUSTED CASH BALANCE AT BEGINNING OF PERIOD (5,695) ------- NET INCREASE (DECREASE) IN CASH (10,517) ======= UNAUDITED - FOR MANAGEMENT PURPOSES ONLY