<PAGE>   1
                                    FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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


     For Quarter Ended: June 30, 2000

     Commission file number:  0-11363


                             CHAD THERAPEUTICS, INC.
                             -----------------------
             (Exact name of registrant as specified in its charter)

                California                       95-3792700
        (State or other jurisdiction of       (I.R.S. Employer
        incorporation or organization)       Identification No.)

                   21622 Plummer Street, Chatsworth, CA 91311
                   ------------------------------------------
          (Address of principal executive offices)      (Zip Code)

                                 (818) 882-0883
                                 --------------
              (Registrant's telephone number, including area code)


                                (Former Address)


     (Former name, former address and former fiscal year, if changed since last
     report.)

     Indicate by check mark whether the registrant (1) 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 (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.....

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate the number of shares outstanding of each of the issuer's classes
     of common stock, as of the latest practicable date:

                    Common Shares          10,037,536


<PAGE>   2

                             CHAD THERAPEUTICS, INC.
                                 Balance Sheets
                        June 30, 2000 and March 31, 2000


                                     ASSETS

<TABLE>
<CAPTION>
                                                   June 30,        March 31,
                                                     2000            2000
                                                 ------------      ---------
                                                 (Unaudited)
<S>                                              <C>             <C>
Current assets:
   Cash                                          $ 1,779,000     $ 1,772,000
   Accounts receivable, less allowance for
     doubtful accounts of $95,000 at
     June 30, 2000 and $96,000 at
     March 31, 2000                                1,884,000       2,003,000
   Inventories (Note 2)                            5,057,000       5,297,000
   Income taxes refundable                           175,000         175,000
   Prepaid expenses                                  292,000         518,000
                                                 -----------     -----------

     Total current assets                          9,187,000       9,765,000

Property and equipment, at cost                    5,411,000       5,332,000
   Less accumulated depreciation                   2,925,000       2,731,000
                                                 -----------     -----------

     Net property and equipment                    2,486,000       2,601,000
                                                 -----------     -----------

Contracts receivable - long term portion              97,000           -
Other assets, net                                  1,247,000       1,217,000
                                                 -----------     -----------

     Total assets                                $13,017,000     $13,583,000
                                                 ===========     ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Accounts payable                              $   466,000     $   314,000
   Accrued expenses                                1,060,000       1,062,000
                                                 -----------     -----------

     Total current liabilities                     1,526,000       1,376,000
                                                 -----------     -----------

Shareholders' equity:
 Common shares, $.01 par value, authorized
  40,000,000 shares; 10,038,000 and 10,035,000
  shares issued and outstanding                   13,081,000      13,077,000
 Accumulated deficit                              (1,590,000)       (870,000)
                                                 -----------     -----------

     Total shareholders' equity                   11,491,000      12,207,000
                                                 -----------     -----------

     Total liabilities and shareholders' equity  $13,017,000     $13,583,000
                                                 ===========     ===========
</TABLE>






See accompanying notes to financial statements.

<PAGE>   3

                             CHAD THERAPEUTICS, INC.
                            Statements of Operations
                For the three months ended June 30, 2000 and 1999
                                   -----------
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                       Three Months Ended
                                                              June 30
                                                    ---------------------------
                                                       2000            1999
                                                    -----------     -----------
<S>                                                 <C>             <C>
Net sales                                           $ 2,965,000     $ 3,638,000
Cost of sales                                         2,274,000       2,317,000
                                                    -----------     -----------

        Gross profit                                    691,000       1,321,000

Costs and expenses:
   Selling, general and administrative                1,281,000       1,419,000
   Research and development                             141,000         155,000
                                                    -----------     -----------

        Total costs and expenses                      1,422,000       1,574,000
                                                    -----------     -----------

        Operating income (loss)                        (731,000)       (253,000)

   Other income - interest income (expense), net         11,000          (1,000)
                                                    -----------     -----------

        Earnings (loss) before income taxes            (720,000)       (254,000)

Income tax expense (benefit)                               --          (100,000)
                                                    -----------     -----------

        Net earnings (loss)                         $  (720,000)    $  (154,000)
                                                    ===========     ===========

        Basic earnings (loss) per share             $      (.07)    $      (.02)
                                                    ===========     ===========

        Diluted earnings (loss) per share           $      (.07)    $      (.02)
                                                    ===========     ===========

        Weighted shares outstanding:
           Basic                                     10,038,000      10,015,000
           Diluted                                   10,038,000      10,015,000
                                                    ===========     ===========
</TABLE>







See accompanying notes to financial statements.

<PAGE>   4

                             CHAD THERAPEUTICS, INC.
                        Statement of Shareholders' Equity
                    For the three months ended June 30, 2000
                                   -----------
                                   (Unaudited)



<TABLE>
<CAPTION>
                                              Common Shares
                                         ------------------------   Accumulated
                                           Shares        Amount       Deficit
                                         ----------   -----------   -----------
<S>                                      <C>          <C>           <C>
Balance at
 March 31, 2000                          10,035,000   $13,077,000   $  (870,000)

Common Shares issued in
 lieu of cash for directors
 fees                                         3,000         4,000          --

Net loss                                       --            --        (720,000)
                                         ----------   -----------   -----------
Balance at
 June 30, 2000                           10,038,000   $13,081,000   $(1,590,000)
                                         ==========   ===========   ===========
</TABLE>







See accompanying notes to financial statements.


<PAGE>   5

                             CHAD THERAPEUTICS, INC.
                            Statements of Cash Flows
                For the three months ended June 30, 2000 and 1999
                                   ----------
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                             Three Months Ended
                                                                  June 30,
                                                          -------------------------
                                                             2000           1999
                                                          ----------     ----------
<S>                                                       <C>            <C>
Cash flows from operating activities:
   Net earnings (loss)                                    $ (720,000)    $ (154,000)
   Adjustments to reconcile net earnings (loss) to net
     cash provided by operating activities:
      Depreciation and amortization                          194,000        199,000
      Compensation expense related to stock issued             4,000          6,000
      Changes in assets and liabilities:
         Decrease (increase) in accounts receivable          119,000         20,000
         Decrease (increase) in inventories                  240,000        704,000
         Decrease (increase) in income taxes
           refundable                                           --         (100,000)
         Decrease (increase) in prepaid expenses             226,000         51,000
         Decrease (increase) in deferred income taxes           --             --
         Decrease (increase) in contracts receivable         (97,000)          --
         Decrease (increase) in other assets                 (30,000)        43,000
         Increase (decrease) in accounts payable             152,000        158,000
         Increase (decrease) in accrued expenses              (2,000)        (3,000)
                                                          ----------     ----------

               Net cash provided by
               operating activities                           86,000        924,000
                                                          ----------     ----------

Cash flows from investing activities:
   Capital expenditures                                      (79,000)       (22,000)
                                                          ----------     ----------

               Net cash used in investing
               activities                                    (79,000)       (22,000)
                                                          ----------     ----------

Net increase (decrease) in cash                                7,000        902,000

Cash beginning of period                                   1,772,000        137,000
                                                          ----------     ----------


Cash end of period                                        $1,779,000     $1,039,000
                                                          ==========     ==========
</TABLE>




See accompanying notes to financial statements.

<PAGE>   6

                             CHAD THERAPEUTICS, INC.
                                  June 30, 2000
                                   (Unaudited)

1.  Interim Reporting

    Chad Therapeutics, Inc. (the Company) is in the business of developing,
    producing and marketing respiratory care devices designed to improve the
    efficiency of oxygen delivery systems for home health care and hospital
    treatment of patients suffering from pulmonary diseases.

    In the opinion of management, all adjustments necessary, which are of a
    normal and recurring nature, to a fair statement of the results for the
    interim periods presented have been made. The interim statements are
    condensed and do not include some of the information necessary for a more
    complete understanding of the financial data. Accordingly, your attention is
    directed to the footnote disclosures found on pages 10, 11, 12 and 13 of the
    March 31, 2000, Annual Report and particularly to Note 1 which includes a
    summary of significant accounting policies.

2.  Inventories

    Inventories in 2000, are summarized as follows:

<TABLE>
<CAPTION>
                                             June 30       March 31
                                           ----------     ----------
<S>                                        <C>             <C>
             Finished goods                $1,020,000      1,783,000
             Work-in-process                1,217,000        654,000
             Raw materials                  2,820,000      2,860,000
                                           ----------      ---------
                                           $5,057,000      5,297,000
                                           ==========      =========
</TABLE>

3.  Earnings Per Common Share

    Following is a reconciliation of the numerators and denominators used in the
    calculation of basic and diluted earnings per common shares:

<TABLE>
<CAPTION>
                                     Three Months Ended
                                           June 30
                                 ---------------------------
                                    2000            1999
                                 -----------     -----------
<S>                              <C>             <C>
Basic earnings per share:

Numerator-net earnings (loss)    $  (720,000)    $  (154,000)
Denominator-common shares
 outstanding                      10,038,000      10,015,000
                                 -----------     -----------
Basic earnings (loss) per
 share                           $      (.07)    $      (.02)
                                 ===========     ===========

Diluted earnings per share:

Numerator-net earnings (loss)    $  (720,000)    $  (154,000)
Denominator:
 Common shares outstanding        10,038,000      10,015,000
 Common stock options                   --              --
                                 -----------     -----------
                                  10,038,000      10,015,000
                                 -----------     -----------
Diluted earnings (loss) per
 share                           $      (.07)    $      (.02)
                                 ===========     ===========
</TABLE>


<PAGE>   7

                             CHAD THERAPEUTICS, INC.
                                  June 30, 2000
                                  -------------
                                   (Unaudited)

3.  Earnings Per Common Share (cont'd)

    Options to purchase 993,000 shares of common stock at prices ranging from
    $.88 to $13.47 per share and 1,041,000 shares of common stock at prices
    ranging from $1.50 to $13.47 per share were not included in the computation
    of diluted earnings per share for the three month periods ended June 30,
    2000 and 1999, respectively, because their effect would have been
    anti-dilutive.

4.  Income Taxes

    Income taxes have been provided for at an effective combined Federal and
    California rate of approximately 39% for the period ended June 30, 1999. The
    income tax benefit for the three month period ended June 30, 1999, relates
    primarily to Federal income tax carrybacks. The Company has approximately
    $1,820,000 in Federal income tax net operating loss carryforwards at June
    30, 2000, and deferred tax assets totaling $634,000 against which a
    valuation allowance has been recorded.

5.  Geographic Information

    The Company has one reportable operating segment. Geographic information
    regarding the Company's sales is as follows:

<TABLE>
<CAPTION>
                              Three Months Ended
                                    June 30
                           ------------------------
                              2000           1999
                           ----------     ---------
    <S>                    <C>            <C>
    United States          $2,506,000     3,230,000
    Japan                     239,000        98,000
    All other countries       220,000       310,000
                           ----------     ---------
                           $2,965,000     3,638,000
                           ==========     =========
</TABLE>

    All long-lived assets are located in the United States.

    Sales of OXYMATIC(R) conservers and OXYLITE(R) systems accounted for 42% and
    52% of the Company's sales for the three month periods ended June 30, 2000
    and 1999, respectively.




<PAGE>   8

                             CHAD THERAPEUTICS, INC.
                     Management's Discussion and Analysis Of
                  Financial Condition and Results of Operations

                                  June 30, 2000

Overview

The Company develops, assembles and markets medical devices that furnish
supplementary oxygen to home health care patients. The Company was a pioneer in
developing oxygen conserving devices that enhance the quality of life for
patients by increasing their mobility and, at the same time, lower operating
costs by achieving significant savings in the amount of oxygen actually required
to properly oxygenate patients. The market for oxygen conserving devices has
been significantly affected during the past several years by increased
competition, consolidation among home oxygen dealers and revisions (and proposed
revisions) in governmental reimbursement policies. All of these factors, as
described more fully below, have contributed to an erosion of the Company's
market share, as devices that are less expensive but which provide lower oxygen
savings (or, in some cases, do not truly provide ambulatory oxygen) have
prospered in this environment. The Company's market share for conservers has
also been affected by the introduction of competing devices that offer features
not available on the OXYMATIC 301.

The TOTAL O(2) Delivery System, which combines the benefits of an oxygen
concentrator with a system enabling patients to refill their portable cylinders,
has the potential for significantly improving the Company's performance. Intro-
duced in 1998, the acceptance of the TOTAL O(2) system by home oxygen dealers
has been slowed by several factors discussed below. As a result, the increased
sales generated by the TOTAL O(2) system has, to date, failed to make up for
lower OXYMATIC 301 sales.

In order to address this situation, the Company has implemented a four-part
strategy:

-  Development of the OXYMATIC 401 model with improved features, which should
   place this oxygen conserver at the forefront of the industry;

-  Development of additional oxygen conserver models that will diversify the
   product line in order to offer customers a range of oxygen conservation
   choices;

-  A continued promotional and educational campaign with respect to the benefits
   of the TOTAL O(2) system, coupled with greater focus on monitoring the
   performance of component suppliers; and

-  Cost cutting to align the Company's operating expenses more closely with its
   revenue profile.


<PAGE>   9

                             CHAD THERAPEUTICS, INC.
                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

                                  June 30, 2000

Overview (cont'd)

While the Company believes that these measures should enhance its competitive
position and future operating performance, no assurances can be given that these
objectives will be achieved. Management of the Company will continually monitor
the success of these efforts and will attempt to remain flexible in order to
adjust to possible future changes in the market for oxygen conserving devices.

Results of Operations

Sales for the three months ended June 30, 2000 and 1999, decreased $673,000
(18.5%) and $559,000 (13.3%), respectively, from the prior year's periods. While
there have been price reductions in 2000 and 1999, the decrease in sales relates
primarily to decreases in domestic unit sales of OXYMATIC conservers and OXYLITE
complete portable oxygen systems which are being affected by the current
marketing environment for home oxygen therapy discussed below.

Sales to foreign distributors represented 15%, 11% and 14% of total sales for
the three months ended June 30, 2000, 1999 and 1998, respectively. Currently,
management expects an increase in sales to foreign distributors during the
upcoming fiscal year and quarter-to-quarter sales may fluctuate depending on the
timing of shipments. In addition, all foreign sales are denominated in US
dollars, thus annual unit sales could be affected by foreign currency
fluctuations.

The current procedure for reimbursement by Medicare for home oxygen services
provides a prospective flat fee monthly payment based solely on the patient's
prescribed oxygen requirement. Under this system, inexpensive concentrators have
grown in popularity because of low cost and less frequent servicing
requirements. At the same time, interest heightened in oxygen conserving
devices, such as the Company's products, which can extend the life of oxygen
supplies and reduce service calls by dealers, thereby providing improved
mobility for the patient and cost savings for dealers. In January of 1998 and
1999, the Federal government implemented reimbursement cuts of 25% and 5%,
respectively. These cuts affected homecare providers' purchasing patterns as
they struggled to deal with significant reductions in their revenues.

In addition, other changes in the health care delivery system, including the
increase in the acceptance and utilization of managed care, have stimulated a
significant consolidation among home oxygen dealers. As major national and
regional home medical equipment chains attempt to secure managed care contracts
and improve their market position,


<PAGE>   10

                             CHAD THERAPEUTICS, INC.
                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

                                  June 30, 2000

Results of Operations (cont'd)

they have expanded their distribution networks through the acquisition of
independent dealers in strategic areas. Three major national chains accounted
for approximately 13%, 22% and 22% of the Company's domestic sales for the three
month periods ended June 30, 2000, 1999 and 1998, respectively. Margins on
these sales are generally lower due to quantity pricing. In some instances
consolidation has resulted in reduced purchases as the former independent
provider complies with the chain's purchasing policies. To ensure continued
awareness of the benefits of the Company's products by chain headquarters'
personnel, a proactive marketing and communication program is in effect with all
of the major national chains.

As stated above, the Company believes that its revenues during the past two
years have been adversely affected by several factors, including pricing and
competitive products with features not presently found in the Company's
products, continuing industry consolidation and the effects of the cuts in
Medicare home oxygen reimbursement on homecare providers' purchasing patterns.
The effects of managed care and concerns over the severity of reimbursement cuts
has, in many cases, resulted in the provision of systems to patients that do not
provide truly ambulatory oxygen. Management believes these factors may continue
to adversely affect the Company's revenues from sales of oxygen conserving
devices for the foreseeable future. To combat the erosion in sales of the oxygen
conserver product line, the Company is working on the development of several new
products in this area. The first of these, the OXYMATIC 401 conserver, received
501(k) clearance from the Food and Drug Administration in June, 2000 and
shipments of the new product began in July, 2000. Management believes the
features and improvements in this product may enable the Company to regain some
of the market share lost in the conserver market over the past three years. No
estimate can currently be made regarding the level of success the Company may
achieve with the OXYMATIC 401 conserver. For information which may affect the
forward looking statements made in this paragraph about the OXYMATIC 401
conserver, see Outlook:Issues and Risks - New Products.

Management also believes that, based on its experience in the home oxygen
industry, future revenues may be positively affected by sales of the TOTAL O2
Delivery System. The TOTAL O(2) system provides stationary oxygen for patients
at home, portable oxygen, including an oxygen conserving device for ambulation
and a safe and efficient mechanism for filling portable oxygen cylinders. This
should provide home care dealers with means to deal with the reimbursement cuts
discussed above by reducing their monthly cost of servicing patients while at
the same time providing a higher quality


<PAGE>   11

                             CHAD THERAPEUTICS, INC.
                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

                                  June 30, 2000

Results of Operations (cont'd)

of service by maximizing ambulatory capability. The Company received clearance
in November, 1997, to sell this product from the Food and Drug Administration.
The Company began shipping TOTAL O(2) systems in January, 1998, and realized
approximately $659,000, $600,000 and $218,000 in sales during the three month
periods ended June 30, 2000, 1999 and 1998, respectively. Initial sales of the
TOTAL O(2) system have been adversely affected by several factors, including the
overall home oxygen market climate as well as start-up manufacturing and related
supplier quality issues. The Company has taken a number of steps to resolve the
manufacturing and supplier issues. The Company believes the sales potential for
the new system is significant as the market size for units is similar to the
conserver market and the average selling price is approximately four times that
of the OXYMATIC and OXYLITE systems. No estimate can currently be made regarding
the level of success the Company may achieve with the TOTAL O(2) system. For
information which may affect the outcome of forward looking statements made in
this paragraph about the TOTAL O(2) system, see Outlook: Issues and Risks - New
Products.

Cost of sales as a percent of net sales increased from 63.7% to 76.7% and from
53.8% to 63.7% for the three month periods ended June 30, 2000 and 1999,
respectively. Both periods have been affected by decreased sales volume and the
corresponding impact of fixed overhead costs on units produced, price
competition and the lower gross profit margin on the TOTAL O(2) system.

Selling, general and administrative expenditures decreased from $1,419,000 to
$1,281,000 and from $1,571,000 to $1,419,000 for the three month periods ended
June 30, 2000 and 1999, respectively, compared to the respective prior three
month periods. The Company anticipates that recent cost reduction efforts,
including reductions in personnel, should align staffing and operating expenses
more closely with current sales expectations, but will be offset to some extent
by commissions paid to the Company's field sales force of manufacturer's
representatives. Research and development expenses decreased by $14,000 and
$53,000 for the three month periods ended June 30, 2000 and 1999, as compared to
the prior year's periods. Currently, management expects research and development
expenditures to total approximately $700,000 in the fiscal year ended March 31,
2001, on projects to enhance and expand the Company's product line. Interest
income increased $12,000 for the period ended June 30, 2000, as compared to the
prior year due to the increase in the Company's cash balances in 2000.

At June 30, 2000, the Company  had fully  utilized its net


<PAGE>   12

                             CHAD THERAPEUTICS, INC.
                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

                                  June 30, 2000

Results of Operations (cont'd)

operating loss carrybacks and had approximately $1,820,000 and $920,000 in
Federal and California net operating loss carryforwards, respectively. As a
result of valuation allowances placed on the net operating loss carryforwards
and deferred tax assets, these net operating loss carryforwards and deferred tax
assets will be available to offset future income tax expense.

Financial Condition

At June 30, 2000, the Company had cash totaling $1,779,000 or 14% of total
assets, as compared to $1,772,000 (13%) at March 31, 2000. Net working capital
decreased from $8,389,000 at March 31, 2000 to $7,661,000 at June 30, 2000.
Accounts receivable decreased $119,000 during the period ended June 30, 2000,
due to the decline in sales. Future increases or decreases in accounts
receivable will generally coincide with sales volume fluctuations and the
timing of shipments to foreign customers. During the same period, inventories
decreased $240,000. This decrease relates primarily to utilization of raw
materials purchased in the prior year for the manufacture of the TOTAL O(2)
product line. The Company attempts to maintain sufficient inventories to meet
its customer needs as orders are received. Thus, future inventory and related
accounts payable levels will be impacted by the ability of the Company to
maintain its safety stock levels. If safety stock levels drop below target
amounts, then inventories in subsequent periods will increase more rapidly as
inventory balances are replenished. Currently, inventory balances are generally
at or above safety stock levels.

Management believes funds derived from operations should be adequate to meet the
Company's cash requirements for the next twelve months. The Company expects
capital expenditures during the next twelve months to be approximately $150,000.

The Company has not adopted any programs which provide for post employment
retirement benefits, however, it has on occasion provided such benefits to
individual employees.

Outlook:  Issues & Risks

This quarterly report contains forward-looking statements which reflect the
Company's current views with respect to future events and financial performance.
These forward- looking statements are subject to certain risks and uncer-
tainties which may cause actual operating results to differ materially from
currently anticipated results. Among the factors that could cause actual results
to differ materially are the following:


<PAGE>   13

                             CHAD THERAPEUTICS, INC.
                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

                                  June 30, 2000

Dependence Upon a Single Product Line

Although the Company currently markets a number of products, these products
comprise a single product line for patients requiring supplementary oxygen. The
Company's future performance is thus dependent upon developments affecting this
segment of the health care market and the Company's ability to remain
competitive within this market sector.

New Products

The Company's future growth in the near term will depend in significant part
upon the commercial success of the TOTAL O2 Delivery System, the OXYMATIC 401
conserver and other new products which are under development. The success of
these new products will depend upon the health care community's perception of
such product's capabilities, clinical efficacy and benefit to patients and
obtaining timely regulatory approval. In addition, prospective sales will be
impacted by the degree of acceptance achieved among home oxygen dealers and
patients requiring supplementary oxygen. As with the introduction of any new
product, the Company's ability to successfully promote the TOTAL O(2) Delivery
System, the OXYMATIC 401 conserver and other new products cannot be assessed at
this time.

Consolidation of Home Care Industry

The home health care industry is undergoing significant consolidation. As a
result, the market for the Company's products is increasingly influenced by
major national chains. Three major national chains accounted for 13% of the
Company's domestic sales during the period ended June 30, 2000. Future sales may
be increasingly dependent on a limited number of customers which may have an
impact on margins due to quantity pricing.

Competition

Chad's success in the early 1990's has drawn new competition to vie for a share
of the home oxygen market. These new competitors include both small and very
large companies. While the Company believes the quality of its products and its
established reputation will continue to be a competitive advantage, some
competitors have successfully introduced lower priced products with features not
currently found in the Company's products but which do not provide oxygen
conserving capabilities comparable to the Company's products. No assurance can
be given that increased competition in the home oxygen market will not continue
to have an adverse affect on the Company's operations.


<PAGE>   14

                             CHAD THERAPEUTICS, INC.
                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

                                  June 30, 2000

Rapid Technological Change

The health care industry is characterized by rapid technological change. The
Company's products may become obsolete as a result of new developments. The
Company's ability to remain competitive will depend to a large extent upon its
ability to anticipate and stay abreast of new technological developments related
to oxygen therapy. The Company has limited internal research and development
capabilities. Historically, the Company has contracted with outside parties to
develop new products. Some of the Company's competitors have substantially
greater funds and facilities to pursue research and development of new products
and technologies for oxygen therapy.

Potential Changes in Administration of Health Care

A number of bills proposing to regulate, control or alter the method of
financing health care costs have been discussed and certain of such bills have
been introduced in Congress and various state legislatures. There are wide
variations among these bills and proposals. Because of the uncertain state of
the health care proposals, it is not meaningful at this time to predict the
effect on the Company if any of these proposals is enacted.

Approximately 80% of home oxygen patients are covered by Medicare and other
government programs. Federal law has altered the payment rates available to
providers of Medicare services in various ways during the last several years.
Congress has passed legislation which has reduced Medicare spending. It cannot
yet be predicted how future changes in reimbursement levels will affect the home
oxygen industry and there can be no assurance that such changes will not have an
adverse effect on the Company's business.

Patents and Trademarks

The Company pursues a policy of obtaining patents for appropriate inventions
related to products marketed or manufactured by the Company. The Company
considers the patentability of its products to be significant to the success of
the Company. To the extent that the products to be marketed by the Company do
not receive patent protection, competitors may be able to manufacture and market
substantially similar products. Such competition could have an adverse impact
upon the Company's business.

Product Liability

The nature of the Company's business subjects it to potential legal actions
asserting that the Company is liable for


<PAGE>   15

                             CHAD THERAPEUTICS, INC.
                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

                                  June 30, 2000

Product Liability (cont'd)

damages for product liability claims. Although the Company maintains products
liability insurance in an amount which it believes to be customary in the
industry, there is no assurance that this insurance will be sufficient to cover
the costs of defense or judgments which might be entered against the Company.
The type and frequency of these claims could have an adverse impact on the
Company's results of operations and financial position.

Availability of Third Party Component Products

The Company tests and packages its products in its own facility. Some of its
other manufacturing processes are conducted by other firms and the Company
expects to continue using outside firms for certain manufacturing processes for
the foreseeable future and is thus dependent on the reliability and quality of
parts supplied by these firms. The Company's agreements with its suppliers are
terminable at will or by notice. The Company believes that other suppliers
would be available in the event of termination of these arrangements. No
assurance can be given, however, that the Company will not suffer a material
disruption in the supply of its products.

Accounting Standards

Accounting standards promulgated by the Financial Accounting Standards Board
change periodically. Changes in such standards may have an impact on the
Company's future financial position.

Additional Risk Factors

Additional factors which might affect the Company's performance may be listed
from time to time in the reports filed by the Company with the Securities and
Exchange Commission.





<PAGE>   16

                                   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.


                                              CHAD THERAPEUTICS, INC.
                                             -----------------------------------
                                                    (Registrant)



     Date   08/14/00                          /s/Thomas E. Jones
         ----------------                    -----------------------------------
                                              Thomas E. Jones
                                              Chief Executive Officer


     Date   08/14/00                          /s/Earl L. Yager
         ----------------                    -----------------------------------
                                              Earl L. Yager
                                              Executive Vice President,
                                              Chief Financial Officer and
                                              Secretary