<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


                  For the Quarterly Period Ended June 30, 2001


                           Commission File No. 0-24972



                       INKINE PHARMACEUTICAL COMPANY, INC.
             (Exact name of Registrant as specified in its charter)


             New York                                   13-3754005
 (State or other jurisdiction of           (I.R.S. Employer Identification  No.)
  incorporation or organization)


                            1787 Sentry Parkway West
                             Building 18, Suite 440
                               Blue Bell, PA 19422
                    (Address of principal executive offices)

                                  215-283-6850
                         (Registrant's telephone number)


         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

     At August 9, 2001, the registrant had outstanding 34,443,729 shares of
                    common stock, par value $.0001 per share.





<PAGE>
                       INKINE PHARMACEUTICAL COMPANY, INC.

                                      INDEX

                                                                            Page
                                                                            ----
PART I - FINANCIAL INFORMATION

    Item 1.  Financial Statements

             BALANCE SHEETS - as of June 30, 2001 (unaudited)
             and December 31, 2000............................................3

             STATEMENTS OF OPERATIONS (unaudited) - for the Three and Six-
             Months Ended June 30, 2001 and 2000 .............................4

             STATEMENTS OF CASH FLOWS (unaudited) - for the Six-Months
             Ended June 30, 2001 and 2000.....................................5

             NOTES TO UNAUDITED FINANCIAL STATEMENTS..........................6

    Item 2.  Management's Discussion and Analysis of Financial
             Condition and Results of Operations..............................7

    Item 3.  Quantitative and Qualitative Disclosures About Market Risks......9

PART II - OTHER INFORMATION..................................................10


SIGNATURES...................................................................12

EXHIBIT INDEX ...............................................................13



                                       2

<PAGE>


PART I -- FINANCIAL INFORMATION

Item 1.  Financial Statements

                       INKINE PHARMACEUTICAL COMPANY, INC.

                                 BALANCE SHEETS

                      (in thousands, except share amounts)
<TABLE>
<CAPTION>
                                                                                June 30, 2001            December 31, 2000
                                                                                -------------            -----------------
         ASSETS                                                                  (Unaudited)
<S>                                                                               <C>                       <C>
Current assets:
     Cash and cash equivalents........................................            $ 17,565                  $   2,240
     Short-term investments...........................................                   -                      9,280
     Accounts receivable, net.........................................                 735                          -
     Inventory, net...................................................                 533                        686
     Prepaid expenses and other current assets........................                 800                         34
                                                                                  --------                   --------
         Total current assets.........................................              19,633                     12,240

Deposits and other long-term assets...................................               1,084                        709
Fixed assets, net.....................................................                 481                        451
                                                                                  --------                   --------

         Total assets.................................................            $ 21,198                   $ 13,400
                                                                                  ========                   ========
         LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
     Accounts payable and accrued expenses............................            $  2,976                   $    623
     Line of credit...................................................               2,085                      1,752
                                                                                  --------                   --------
         Total current liabilities....................................               5,061                      2,375

Convertible subordinated notes........................................               9,733                          -
                                                                                  --------                   --------

         Total liabilities............................................              14,794                      2,375

Commitments, contingencies and other matters..........................                   -                          -

Shareholders' equity:
     Preferred stock, $.0001 par value; authorized 5,000,000
       shares; none issued and outstanding ...........................                   -                          -
     Common stock, $.0001 par value; authorized 75,000,000
       shares; issued 34,365,478 and 33,740,802 shares, respectively..                   3                          3
     Less common stock held in treasury (16,515 shares)...............                 (37)                       (37)
     Additional paid-in capital.......................................              57,787                     56,692
     Deferred compensation............................................                (487)                      (851)
     Accumulated deficit..............................................             (50,862)                   (44,782)
                                                                                  --------                   --------

         Total shareholders' equity...................................               6,404                     11,025
                                                                                  --------                   --------

         Total liabilities and shareholders' equity...................            $ 21,198                   $ 13,400
                                                                                  ========                   ========
</TABLE>

See accompanying notes to unaudited financial statements.

                                       3
<PAGE>


                       INKINE PHARMACEUTICAL COMPANY, INC.

                            STATEMENTS OF OPERATIONS
                                   (unaudited)

                    (in thousands, except per share amounts)
<TABLE>
<CAPTION>
                                                               Three-Months Ended                   Six-Months Ended
                                                                   June 30,                            June 30,
                                                             2001             2000                2001           2000
                                                             ----             ----                ----           ----

<S>                                                        <C>               <C>               <C>             <C>
Revenue, net.....................................          $  1,754          $     -           $  3,355        $      -
Cost of goods sold...............................              (657)               -             (1,424)              -
                                                           --------         --------           --------        --------
      Gross profit...............................             1,097                -              1,931               -

Research and development.........................             1,045            1,236              1,939           2,336
Sales and marketing..............................             2,310                -              4,227               -
General and administrative.......................               969              887              1,984           1,609
                                                           --------         --------           --------        --------
      Operating expenses.........................             4,324            2,123              8,150           3,945
                                                           --------         --------           --------        --------

      Loss from operations.......................            (3,227)          (2,123)            (6,219)         (3,945)

Interest income..................................               111              167                268             255
Interest expense.................................               (85)             (16)              (123)            (39)
Other                                                             -                -                 (6)              -
                                                           --------         --------           --------        --------
      Net loss...................................          $ (3,201)        $ (1,972)          $ (6,080)       $ (3,729)
                                                           ========         ========           ========        ========

      Net loss per share - basic and diluted.....          $  (0.09)        $  (0.06)          $  (0.18)       $  (0.12)

      Weighted average shares outstanding -
        basic and diluted .......................            34,206           31,581             34,044          29,901


</TABLE>

See accompanying notes to unaudited financial statements.

                                       4
<PAGE>


                       INKINE PHARMACEUTICAL COMPANY, INC.

                            STATEMENTS OF CASH FLOWS
                                   (unaudited)

                                 (in thousands)

<TABLE>
<CAPTION>
                                                                            Six-Months Ended
                                                                                June 30,
                                                                         2001               2000
                                                                         ----               ----
<S>                                                                   <C>                <C>
Operating activities:
   Net loss...............................................            $ (6,080)          $ (3,729)
   Adjustments to reconcile net loss to
     net cash used in operating activities:
       Depreciation and amortization......................                  84                 57
       Amortization of deferred compensation..............                 587                578
       Loss on sale of fixed asset........................                   6                  -
       Changes in operating assets and liabilities:
         (Increase) in accounts receivable, net...........                (735)                 -
         Decrease in inventory, net.......................                 153                  -
         (Increase) in prepaid expenses and other assets..              (1,141)               (73)
         Increase (decrease) in accounts payable
           and accrued expenses...........................               2,359                (85)
                                                                      --------           --------
     Net cash used in operating activities................              (4,767)            (3,252)

Investing activities:
   Purchases of investments...............................                (493)           (10,315)
   Proceeds from maturities and sales of investments......               9,773              4,084
   Proceeds from sale of fixed asset......................                  12                  -
   Capital expenditures...................................                (132)               (32)
                                                                      --------           --------
      Net cash provided by (used in) investing activities.               9,160             (6,263)

Financing activities:
   Net proceeds from sale of stock and exercise of options
       and warrants.......................................                 599             13,153
   Borrowings, net of repayments on line of credit........                 333                121
   Proceeds from sale of convertible subordinated notes...              10,000                  -
                                                                      --------           --------
     Net cash provided by financing activities............              10,932             13,274
                                                                      --------           --------

Net increase in cash and cash equivalents.................              15,325              3,759

Cash and cash equivalents - beginning of period...........               2,240              1,870
                                                                      --------           --------

Cash and cash equivalents - end of period.................            $ 17,565           $  5,629
                                                                      ========           ========
</TABLE>

See accompanying notes to unaudited financial statements.

                                       5
<PAGE>


                       INKINE PHARMACEUTICAL COMPANY, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (unaudited)

1. Basis of Presentation

         The accompanying financial statements are unaudited and have been
prepared by InKine Pharmaceutical Company, Inc. (the "Company") in accordance
with accounting principles generally accepted in the United States.

         Certain information and footnote disclosures normally included in the
Company's audited annual financial statements have been condensed or omitted in
the Company's interim financial statements. In the opinion of management, the
interim financial statements reflect all adjustments (consisting of normal
recurring adjustments) necessary for a fair representation of the results for
the interim periods presented.

         The results of operations for the interim periods may not necessarily
be indicative of the results of operations expected for the full year, although
the Company expects to incur a loss for the year ending December 31, 2001. These
interim financial statements should be read in conjunction with the audited
financial statements for the six-months ended December 31, 2000, which are
contained in the Company's most recent Transition Report on Form 10-K.

2. Use of Estimates

         The preparation of the 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(s) of the financial
statements and the reported amounts of revenues and expenses during the
reporting period(s). Actual results could differ from those estimates.

3. Line of Credit

         The Company maintains a $7,500,000 line of credit with a financial
institution, which expires January 31, 2002. Monthly interest-only payments are
made at a variable per annum rate of 2.20% plus the 30-day Dealer Commercial
Paper Rate. Average interest rates for the six and twelve-month periods ended
June 30, 2001 and December 31, 2000, respectively, were 7.10% and 8.49%,
respectively.

4. Convertible Subordinated Notes

         On June 15, 2001, the Company completed a private placement of
$10,000,000 of 5.50% convertible subordinated notes due June 2003 together with
265,487 warrants. The notes are convertible into the Company's common stock at a
conversion price of $4.52 per share and the warrants have an exercise price of
$5.42 per share. The conversion price of $4.52 is subject to anti-dilution
provisions if the Company were to issue or sell its common stock below the $4.52
conversion price. In accordance with APB Opinion No. 14, the Company allocated
the fair value of the debt and warrants issued. The warrants were valued using
the Black-Scholes valuation methodology. The allocation was determined based
upon the relative fair values of the two securities at the time of issuance. In
addition, the Company incurred debt issuance costs that has been deferred and
included in Deposits and other long-term assets on the Balance Sheet. The
Company will incur non-cash charges to interest expense over the life of the
note related to the amortization of the fair value of the warrants and the
deferred issuance costs. When considering the amortization of the warrant value
and deferred issuance costs, the effective interest rate on this note payable is
approximately 10.79%. At June 30, 2001, the Company had $10,000,000 of these
notes outstanding, net of $267,000 of deferred warrant costs. In addition,
unamortized deferred issuance costs were $769,000 at June 30, 2001.

5. Shareholders Equity

         During the six-months ended June 30, 2001, the Company received
proceeds of approximately $599,000 from the exercise of stock options and
warrants.

         On May 7, 2001 the Company amended its Certificate of Incorporation
increasing the number of authorized shares of common stock, par value $0.0001
per share, from 50,000,000 to 75,000,000 shares.

                                       6
<PAGE>


Item 2.  Management's Discussion And Analysis Of  Financial Condition
         And Results Of Operations

         In addition to historical facts or statement of current condition, this
report may contain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements provide our
current expectations or forecasts of future events. These may include statements
regarding anticipated scientific progress on our research programs, development
of potential pharmaceutical products, interpretation of clinical results,
prospects for regulatory approval, manufacturing development and capabilities,
market prospects for our products, sales and earnings projections, and other
statements regarding matters that are not historical facts. You may identify
some of these forward-looking statements by the use of words in the statements
such as "anticipate," "estimate," "expect," "project," "intend," "plan,"
"believe" or other words and terms of similar meaning. Our performance and
financial results could differ materially from those reflected in these
forward-looking statements due to general financial, economic, regulatory and
political conditions affecting the biotechnology and pharmaceutical industries
as well as more specific risks and uncertainties such as those set forth in our
report on Form 10-K filed with the Securities and Exchange Commission. Given
these risks and uncertainties, any or all of these forward-looking statements
may prove to be incorrect. Therefore, you should not rely on any such factors or
forward-looking statements.

General

         We are a biopharmaceutical company engaged in the research, development
and commercialization of products that may be used in the diagnosis and
treatment of cancer and autoimmune diseases. We pursue these objectives through
products and technology platforms consisting of Visicol(TM), IBStat(TM), the Fc
Receptor Technology (Colirest(TM) and Hematrol(TM)) and the Thrombospondin
Technology.

         The quarter ended June 30, 2001 is the second quarter that we have
generated sales revenue. Such revenue is the result of our recent commercial
introduction of our lead product, Visicol(TM). We have previously funded
operations primarily from the proceeds of public and private placements of
securities. We have incurred net losses in each year since our inception, and
expect to incur additional losses in the foreseeable future. We expect that
losses will fluctuate from quarter to quarter, and that such fluctuations may be
substantial. At June 30, 2001, our accumulated deficit was approximately
$50,862,000.

Results of Operations

         We incurred losses of $3,201,000 and $6,080,000 or $0.09 and $0.18 per
share for the three and six-month periods ended June 30, 2001 as compared to
$1,972,000 and $3,729,000 or $0.06 and $0.12 per share for the same periods a
year ago. We expect to incur losses for the remainder of the year as we continue
to incur significant commercial and development costs for Visicol(TM) along with
development costs associated with our Thrombospondin Technology and our Fc
Receptor Technology.

         Net sales totaled $1,754,000 and $3,355,000 for the three and six-month
periods ended June 30, 2001. Net sales represents product sales of Visicol(TM)
to pharmaceutical wholesalers and large drug store chains, net of potential
returns and sales allowances. There were no product sales for the same periods a
year ago. The second quarter benefited from the reversal of a $234,000
promotional allowance accrued for in the first quarter that was not utilized by
our customers.

         Gross profit was $1,097,000 and $1,931,000 for the three and six-month
periods ended June 30, 2001, as compared to no gross profit for the same periods
a year ago. Included in cost of goods sold are distribution and royalty costs
totaling $100,000 and $193,000 for the three and six-month periods ended June
30, 2001. Distribution cost includes expenses related to contracted warehousing,
tracking and shipping of product to our Visicol(TM) customers. Royalty cost
represents amounts due to the inventor of Visicol(TM) based on net sales. Gross
profit as a percentage of sales is expected to increase in the future as less
promotional and launch related incentives are offered to customers and
manufacturing costs per unit are reduced.

         Research and development expenses decreased by $191,000 and $397,000
for the three and six-month periods ended June 30, 2001, respectively. These
decreases were mostly attributable to reductions in Visicol(TM) development
costs of approximately $300,000 and $400,000 for the three and six-month periods
ended periods June 30, 2001, as compared to the same period a year ago. These
reductions were partially offset by increased development costs associated with
our clinical trials of Colirest(TM) in Crohn's disease.

                                       7
<PAGE>


         Sales and marketing costs of $2,310,000 and $4,227,000 were incurred
for the three and six-month periods ended June 30, 2001, as compared with no
sales and marketing costs for the same periods a year ago. The increase is the
result of a new sales force and marketing activities associated with the launch
of Visicol(TM). The cost of our sales force was approximately $950,000 and
$1,900,000 for the three and six-month periods ended June 30, 2001. Also
included in the current quarter is a $400,000 increase in sales costs related to
a full quarter of our co-promotion agreement with Procter & Gamble
Pharmaceuticals. Our marketing expenses for the three and six-month periods
ended June 30, 2001 were approximately $600,000 and $1,200,000, respectively.

         General and administrative expenses increased to $969,000 and
$1,984,000 for the three and six-month periods ended June 30, 2001, from
$887,000 and $1,609,000 for the same periods a year ago. Such increases were the
result of increased administrative personnel and other administrative costs
resulting from the expanded scale of operations associated with the launch of
Visicol(TM). Included in general and administrative expenses is amortization of
deferred compensation of $297,000 and $587,000 for the three and six-month
periods ended June 30, 2001, as compared to $280,000 and $599,000 for the same
periods a year ago.

         Interest income was $111,000 and $268,000 for the three and six-month
periods ended June 30, 2001 and $167,000 and $255,000 for the three and
six-month periods ended June 30, 2000. Fluctuations in interest income are the
result of earnings on a changing investment balance with variable interest
rates. These fluctuations will continue to occur due to such factors.

         We incurred interest expense of $85,000 and $123,000 for the three and
six-month periods ended June 30, 2001, as compared to $16,000 and $39,000 for
the same periods a year ago. These increases are the result of increased
outstanding balances on our line of credit. Interest expense is expected to
increase in the future as a result of interest payable pursuant to our
convertible subordinated notes outstanding.

Liquidity and Capital Resources

         At June 30, 2001, we had cash and cash equivalents of $17,565,000. The
cash and cash equivalents balance at June 30, 2001 includes net proceeds from a
private placement of convertible subordinated notes of $9,250,000 and warrant
and option exercises of $599,000 for the six-month period ended June 30, 2001.

         We believe that our financial resources are adequate for our operations
for at least the next 12 months. Our future short and long-term capital
requirements will depend on numerous factors, including sales for our first
marketed product, Visicol(TM). We have recently received communications from
gastroenterologists regarding the presence of a yellowish white material in the
colon of certain patients using Visicol(TM) tablets. This material,
microcrystalline cellulose or MCC, is a common inactive medicinal tablet
stabilizer. While this material is non-toxic and easily removed from the colon
during colonoscopy, it is not yet known what effect, if any, the presence of MCC
will have on the prescribing habits of gastroenterologists. In addition to
Visicol(TM) sales, other factors which cannot be quantified and many of which we
cannot control will also impact our short and long-term capital requirements,
including: continued commercial costs of Visicol(TM), continued progress in our
research and development activities, progress with pre-clinical studies and
clinical trials, prosecuting and enforcing patent claims, technological and
market developments, the ability to establish product development arrangements,
the cost of manufacturing development, effective marketing activities and
arrangements, and licensing or acquisition activity.

         We are currently conducting a pivotal trial of Colirest(TM) in Crohn's
disease, conducting a Phase IV dose ranging study of Visicol(TM) and marketing
and selling Visicol(TM) to distributors and drug store chains. Over the next
twelve months we expect to spend approximately $5 million on the Colirest(TM)
study, $1 million on the Visicol(TM) study and $9 million on Visicol(TM) sales
and marketing costs. These activities will be funded by our current cash balance
and future Visicol(TM) sales. If Visicol(TM) sales fall short of current
expectations or other factors negatively impact our cash balance, we may seek to
obtain additional funds through equity or debt financing, collaborative or other
arrangements with corporate partners, and from other sources. No assurance can
be given that necessary additional financing will be available on terms
acceptable to us, if at all. If adequate additional funds are not available when
required, we may have to delay, scale-back or eliminate certain of our research,
drug discovery or development activities or certain other aspects of our
operations and our business will be materially and adversely affected.

                                       8
<PAGE>


         We anticipate incurring additional losses in the foreseeable future as
we expand our commercial activities relating to Visicol(TM) and research and
development activities relating to the Thrombospondin Technology and Fc Receptor
Technology. To achieve profitability, we, alone or with others, must
successfully develop and commercialize our technologies and products, conduct
pre-clinical studies and clinical trials, obtain required regulatory approvals
and successfully manufacture, introduce and market such technologies and
products. The time required to reach profitability is highly uncertain, and
there can be no assurance that we will be able to achieve profitability on a
sustained basis, if at all.

New Accounting Pronouncements

         In June 1998, the FASB issued Statement of Financial Accounting
Standards No. 133, Accounting for Derivative Instruments and Hedging Activities
("Statement 133"). Statement 133 establishes accounting and reporting standards
for derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. Statement 133 requires that an
entity recognize all derivatives as either assets or liabilities in the
statement of financial position and measure the instrument at fair value. The
accounting changes in the fair value of a derivative depend on the intended use
of the derivative and the resulting designation. This Statement, as amended, is
effective for all fiscal quarters of all fiscal years beginning after June 15,
2000. The adoption of this standard did not have a material impact on our
earnings or financial position.

         In July 2001, the FASB issued Statement of Financial Accounting
Standards No. 141, Business Combinations ("Statement 141"). Statement 141
requires the use of the purchase method of accounting for all business
combinations initiated after June 30, 2001 and eliminates the pooling-of
interests method. We believe that this standard will have no impact on its
financial statements.

         In July 2001, the FASB issued Statement of Financial Accounting
Standards No. 142, Goodwill and Other Intangible Assets ("Statement 142").
Statement 142 requires goodwill and other intangible assets with indefinite
lives to no longer be amortized, but instead tested for impairment at least
annually. In addition, the standard includes provisions for the reclassification
of certain existing intangibles as goodwill and reassessment of the useful lives
of existing recognized intangibles. Statement 142 is effective for fiscal years
beginning after December 15, 2001. We believe that this standard will have no
impact on its financial statements.

Item 3.  Quantitative And Qualitative Disclosures About Market Risk.

         We are exposed to market risk associated with changes in interest rates
on its line of credit and certain investments. We do not manage the risk of
fluctuations in interest rates associated with the line of credit, as it is a
short-term borrowing with a maturity date in 2002. The interest rate on the our
line of credit has fluctuated from 8.85 % to 5.82% over the past twelve months
and the outstanding balance at June 30, 2001 was approximately $2,085,000.

         Typically, a substantial portion of our assets are investment grade
debt instruments such as direct obligations of the U.S. Treasury, securities of
federal agencies which carry the direct or implied guarantee of the U.S.
government and bank certificates of deposit. The market value of such
investments fluctuates with current market interest rates. In general, as rates
increase, the market value of a debt instrument would be expected to decrease.
The opposite is also true. To minimize such market risk, we have in the past
and, to the extent possible, will continue in the future to hold such debt
instruments to maturity at which time the debt instrument will be redeemed at
its stated or face value. Due to the short duration and nature of these
instruments, we do not believe that we have a material exposure to interest rate
risk related to our investment portfolio. At June 30, 2001, all of our
investments had matured and the proceeds from such maturities were held in cash
and cash equivalents, typically government backed money market funds.

         We do not anticipate any material changes in our primary market risk
exposures in 2001. We do not hold or issue any derivatives.

                                       9
<PAGE>

PART II -- OTHER INFORMATION

Item 1.  Legal Proceedings.

         Not applicable.

Item 2.  Changes in Securities and Use of Proceeds.

         On June 15, 2001, the Company completed a private placement of $10
million 5.5% Convertible Subordinated Notes due June 15, 2003 and warrants to
purchase 265,487 shares of the Company's common stock to S.A.C. Capital
Associates, LLC and Royal Bank of Canada for an aggregate purchase price of
$10,000,000. The notes are convertible into the Company's common stock at a
conversion price of $4.52 per share, subject to adjustment in certain
circumstances. The warrants are exercisable for shares of the Company's common
stock at an exercise price of $5.42 per share, subject to adjustment in certain
circumstances, and may be exercised in whole or in part at any time on or prior
June 15, 2003.

         The Company engaged Tucker Anthony Sutro Capital Markets and Leerink,
Swann & Company to act as placements agent for the private placement. The
Company paid the placement agents an aggregate placement fee of $700,000.

         The private placement was exempt from registration under Section 4(2)
of the Securities Act of 1933, as amended (the "Act"), and Regulation D under
the Act in a transaction not involving a public offering to institutional
investors that qualified as accredited investors under the Act. The Company
agreed to register the resale of the shares of common stock issuable upon
conversion of the notes and exercise of the warrants, and has filed a
registration statement on Form S-3 with the Securities and Exchange Commission,
which has not yet become effective.

Item 3.  Defaults Upon Senior Securities.

         Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders.

         The Company's annual meeting of shareholders was held on May 7, 2001.
At this meeting, shareholders of the Company:

         (i) Approved the election of six (6) directors.

         The number of votes cast for, and withheld from, each nominee is set
forth below.

                                             For                    Withheld

         Leonard S. Jacob, M.D., Ph.D.       27,977,934             1,083,200
         J.R. LeShufy                        28,921,849               139,285
         Steven B. Ratoff                    28,925,249               135,885
         Thomas P. Stagnaro                  28,925,249               135,885
         Robert A. Vukovich, Ph.D.           28,925,249               135,885
         Jerry A. Weisbach, Ph.D.            28,922,789               138,345

         (ii) Approved an amendment to the InKine Pharmaceutical Company, Inc.
Certificate of Incorporation increasing the number of authorized shares of
common stock, par value $0.0001 per share, from 50,000,000 to 75,000,000 shares.

                For              Against          Abstain

                28,057,732       924,200          79,202


                                       10
<PAGE>

Item 5.  Other Information.

         Not applicable.

Item 6.  Exhibits and Reports on Form 8-K.

         (a) Exhibits.

             3.1      Certificate of Incorporation, as amended on June 6, 2001
             3.2      Amended and Restated By-Laws (1)

            -------------------------------

            (1) Filed as an Exhibit to InKine's Quarterly Report on Form 10-Q
                for the quarter ended March 31, 1998, with the Securities and
                Exchange Commission.

         (b) Reports on Form 8-K.

                  The Company filed a current report on Form 8-K on June 19,
         2001 reporting the completion of a private placement of $10 million of
         5.5% Convertible Subordinated Notes due June 2003 and warrants to
         purchase 265,487 shares of the Company's common stock.

                                       11
<PAGE>


Signatures


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





                                    INKINE PHARMACEUTICAL
                                    COMPANY, INC.



Date: August 14, 2001               By: /s/ Robert F. Apple
                                        ----------------------------------------
                                    Robert F. Apple
                                    Chief Financial Officer, (Authorized Officer
                                    and Principal Financial Officer)


                                       12

<PAGE>


                                  EXHIBIT INDEX

Exhibit No.   Title
-----------   -----

  3.1         Certificate of Incorporation, as amended on June 6, 2001

  3.2         Amended and Restated By-Laws (1)

-----------------

(1) Filed as an Exhibit to InKine's Quarterly Report on Form 10-Q for the
    quarter ended March 31, 1998, with the Securities and Exchange Commission.


                                       13