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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM 10-Q


(X)    QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR 15(d)  OF THE  SECURITIES
       EXCHANGE ACT OF 1934.

       For the quarterly period ended    September 30, 2002
                                         -------------------

                                       OR

( )    THE TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934.


       For the transition period from ______________ to ______________


                         Commission File Number 01-21617

                             THE QUIGLEY CORPORATION
                             -----------------------
             (Exact name of registrant as specified in its charter)


            Nevada                                              23-2577138
- --------------------------------------------------------------------------------
(State or other  jurisdiction of                             (IRS Employer
incorporation or organization)                               Identification No.)


              (MAILING ADDRESS: PO Box 1349, Doylestown, PA 18901.)

          Kells Building, 621 Shady Retreat Road, Doylestown,     PA 18901
- --------------------------------------------------------------------------------
          (Address of principle executive offices)               (Zip Code)


       Registrant's telephone number, including area code: (215) 345-0919
       ------------------------------------------------------------------
              (Registrant's telephone number, including area code)


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. [X] Yes [ ] No

Indicate  the  number of shares  outstanding  of each of the  issuer's  class of
Common  Stock,  as  of  the  latest  practicable  date.  The  number  of  shares
outstanding of each of the  registrant's  classes of Common Stock, as of October
25, 2002, was 11,456,617 all of one class of $.0005 par value Common Stock.







                                TABLE OF CONTENTS


                                                                        Page No.
       PART I - Financial Information


Item 1.      Consolidated Financial Statements                           3-16

Item 2.      Management's Discussion and Analysis of
             Financial Condition and Results of Operations              17-20

Item 3.      Quantitative and Qualitative Disclosure About
             Market Risk                                                   21

Item 4.      Controls and Procedures                                       21



       PART II - Other Information


Item 1.      Legal Proceedings                                             21

Item 2.      Changes in Securities                                         21

Item 3.      Defaults Upon Senior Securities                               21

Item 4.      Submission of Matters to a
             Vote of Security Holders                                      21

Item 5.      Other Information                                             21

Item 6.      Exhibits and Reports on Form 8-K                              21

Signatures                                                                 22

Certifications                                                          23-24


                                       2





Item 1. Financial Information


                             THE QUIGLEY CORPORATION
                           CONSOLIDATED BALANCE SHEETS


                          ASSETS                                               September  30, 2002 December 31, 2001
                                                                                 (unaudited)
                                                                               ------------------  -----------------
CURRENT ASSETS:

          Cash and cash equivalents                                                 $ 11,292,421    $  9,740,840
          Accounts receivable - net of doubtful accounts of $735,766 and $719,301      4,243,491       4,425,291
          Inventory                                                                    6,346,190       6,507,746
          Prepaid expenses and other current assets                                      672,134       1,507,462
                                                                                    ------------    ------------
              TOTAL CURRENT ASSETS                                                    22,554,236      22,181,339
                                                                                    ------------    ------------

PROPERTY, PLANT AND EQUIPMENT - net                                                    2,332,122       2,201,309
                                                                                    ------------    ------------

OTHER ASSETS:

          Patent rights - net of accumulated amortization                                   --            21,940
          Excess of cost over net assets acquired -
            net of accumulated amortization                                              327,014         327,014
          Other assets                                                                    28,849          24,193
                                                                                    ------------    ------------
               TOTAL OTHER ASSETS                                                        355,863         373,147
                                                                                    ------------    ------------

TOTAL ASSETS                                                                        $ 25,242,221    $ 24,755,795
                                                                                    ============    ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

           Accounts payable                                                         $    846,529    $    911,813
           Accrued royalties and sales commissions                                       892,365       1,005,594
           Accrued advertising                                                           548,508         668,792
           Other current liabilities                                                   1,728,927         969,321
                                                                                    ------------    ------------
                TOTAL CURRENT LIABILITIES                                              4,016,329       3,555,520
                                                                                    ------------    ------------

COMMITMENTS AND CONTINGENCIES                                                               --              --

MINORITY INTEREST IN CONSOLIDATED AFFILIATES                                                --              --

STOCKHOLDERS' EQUITY:

           Common stock, $.0005 par value; authorized 50,000,000 shares;
                    Issued:  16,102,670 and 15,321,206 shares                              8,051           7,661
           Additional paid-in-capital                                                 32,592,222      28,915,612
           Retained earnings                                                          13,813,778      17,465,161
           Less: Treasury stock, 4,646,053 shares and 4,646,053 shares, at cost      (25,188,159)    (25,188,159)
                                                                                    ------------    ------------
                TOTAL STOCKHOLDERS' EQUITY                                            21,225,892      21,200,275
                                                                                    ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                          $ 25,242,221    $ 24,755,795
                                                                                    ============    ============

                 See accompanying notes to financial statements

                                       3





                             THE QUIGLEY CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                                  Three Months Ended               Nine Months Ended
                                            September 30,     September 30,  September 30,   September 30,
                                                 2002             2001          2002            2001
                                            --------------    -------------  -------------   --------------
SALES:
      Sales                                   $  8,992,228    $  7,175,724   $ 20,638,300    $ 15,756,212
      Co-operative advertising promotions          714,329         232,171      1,121,923         791,472
                                              ------------    ------------   ------------    ------------

NET SALES                                        8,277,899       6,943,553     19,516,377      14,964,740

LICENSING FEES                                        --           136,364        148,866       1,410,228
                                              ------------    ------------   ------------    ------------

TOTAL REVENUE                                    8,277,899       7,079,917     19,665,243      16,374,968
                                              ------------    ------------   ------------    ------------

COST OF SALES                                    4,841,492       3,483,831     11,203,157       7,139,086
                                              ------------    ------------   ------------    ------------

GROSS PROFIT                                     3,436,407       3,596,086      8,462,086       9,235,882
                                              ------------    ------------   ------------    ------------


OPERATING EXPENSES:
      Sales and marketing                        1,098,012       1,346,886      3,471,813       3,721,366
      Administration                             2,214,652       1,680,061      6,868,602       5,848,927
      Research and development                     666,002         447,543      1,897,403         970,575
                                              ------------    ------------   ------------    ------------
TOTAL OPERATING EXPENSES                         3,978,666       3,474,490     12,237,818      10,540,868
                                              ------------    ------------   ------------    ------------

INCOME (LOSS) FROM OPERATIONS                     (542,259)        121,596     (3,775,732)     (1,304,986)

INTEREST and OTHER INCOME                           41,864          78,507        124,349         349,985
                                              ------------    ------------   ------------    ------------

INCOME (LOSS) BEFORE TAXES                        (500,395)        200,103     (3,651,383)       (955,001)
                                              ------------    ------------   ------------    ------------

INCOME TAXES                                          --              --             --              --

MINORITY INTEREST IN LOSS
  OF CONSOLIDATED AFFILIATE                           --           113,512           --           185,264
                                              ------------    ------------   ------------    ------------

NET INCOME (LOSS)                             ($   500,395)   $    313,615   ($ 3,651,383)   ($   769,737)
                                              ============    ============   ============    ============


Per common share:

      Basic                                   ($      0.05)   $       0.03   ($      0.34)   ($      0.07)
                                              ============    ============   ============    ============

      Diluted                                 ($      0.05)   $       0.03   ($      0.34)   ($      0.07)
                                              ============    ============   ============    ============

Weighted average common shares outstanding:

     Basic                                      10,964,597      10,675,153     10,870,393      10,675,153
                                              ============    ============   ============    ============

     Diluted                                    10,964,597      10,740,400     10,870,393      10,675,153
                                              ============    ============   ============    ============


         See accompanying notes to financial statements

                                       4




                             THE QUIGLEY CORPORATION
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONDENSED)
                                   (Unaudited)

                                                                  Nine Months Ended
                                                            September 30,    September 30,
                                                                  2002            2001
                                                            -------------    ------------

NET CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES   ($ 1,279,195)   ($ 3,296,430)
                                                            ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                         (419,224)       (320,544)
   Net cost of assets acquired                                      --          (133,338)
                                                            ------------    ------------

   NET CASH USED IN INVESTING ACTIVITIES                        (419,224)       (453,882)
                                                            ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from exercises of options and warrants             3,250,000            --
   Repurchase of Common Stock                                       --           (30,131)
                                                            ------------    ------------
   NET CASH FLOWS FROM FINANCING ACTIVITIES                    3,250,000         (30,131)
                                                            ------------    ------------

   NET INCREASE/(DECREASE) IN CASH                             1,551,581      (3,780,443)

CASH & CASH EQUIVALENTS, BEGINNING OF  PERIOD              9,740,840      11,365,843
                                                            ------------    ------------
CASH & CASH EQUIVALENTS, END OF  PERIOD                 $ 11,292,421    $  7,585,400
                                                            ============    ============



                 See accompanying notes to financial statements

                                       5




                             THE QUIGLEY CORPORATION
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - ORGANIZATION AND BUSINESS

The Quigley  Corporation (the "Company"),  organized under the laws of the state
of Nevada, is engaged in the development, manufacturing, and marketing of health
and homeopathic  products that are being offered to the general public.  For the
fiscal periods  presented,  the majority of the Company's revenues come from the
Company's  proprietary  "Cold-Eeze(R)"  products  and the  Health  and  Wellness
business segment.

Darius International Inc., a wholly owned subsidiary of The Quigley Corporation,
was formed in January 2000 to introduce new products to the marketplace  through
a network of independent  distributors.  Darius is a direct selling organization
specializing  in  proprietary  health and  wellness  products,  which  commenced
shipping product to customers in the third quarter of 2000.

Effective  July 1,  2000,  The  Quigley  Corporation  acquired  a 60%  ownership
position in Caribbean Pacific Natural Products,  Inc. an Orlando,  Florida-based
company. Caribbean Pacific Natural Products, Inc. is a developer and marketer of
all-natural  sun-care and skincare products for luxury resorts,  theme parks and
spas.

The  formation  of Darius  International  Inc.,  and the  majority  ownership in
Caribbean Pacific Natural Products, Inc., provide diversification to the Company
in both the method of product  distribution  and the  broader  range of products
available to the marketplace.

In January 2001, the Company formed an Ethical  Pharmaceutical Unit which is now
Quigley Pharma Inc., a wholly-owned subsidiary of the Company, that is under the
direction of its Executive Vice  President and Chairman of its Medical  Advisory
Committee.  The formation of the Company's Ethical  Pharmaceutical  Unit follows
the Patent  Office of The  United  States  Commerce  Department  confirming  the
assignment  to  the  Company  of  a  Patent  Application  for  the  "Method  and
Composition  for the Topical  Treatment  of Diabetic  Neuropathy."  In September
2001,  the Patent  Office  confirmed  the  assignment to the Company of a Patent
Application  entitled the  "Medicinal  Composition  and Method of Using it" (for
Treatment of  Sialorrhea  and other  Disorders)  for a  prescription  product to
relieve  sialorrhea  (drooling) in patients  suffering from Amyotrophic  Lateral
Sclerosis (ALS),  otherwise known as Lou Gehrig's Disease. In November 2001, the
Company was assigned a Patent Application  entitled  "Composition and Method for
Prevention,  Reduction  and Treatment of Radiation  Dermatitis"  with the Patent
Office  of  The  United  States  Commerce  Department.  The  establishment  of a
dedicated  pharmaceutical  subsidiary  will enable the Company to diversify into
the  prescription  drug market and to ensure safe and effective  distribution of
these important potential new products currently under development. In September
2002, the Company filed a foreign patent application for "Method and Composition
for the Topical  Treatment of Diabetic  Neuropathy"  in Europe and other foreign
markets.

Cold Remedy Products
- --------------------

Cold-Eeze(R),  a zinc  gluconate  glycine  formulation  (ZIGG(TM))  is  sold  in
lozenge,  bubble gum and  sugar-free  tablet  forms.  In May 1992,  the  Company
entered into an exclusive agreement for worldwide representation, manufacturing,
marketing  and  distribution   rights  to  a  zinc  gluconate   glycine  lozenge
formulation  which was patented in the United States,  United  Kingdom,  Sweden,
France,  Italy,  Canada,  Germany,  and is  pending  in Japan.  This  product is
presently being marketed by the Company and also through independent brokers and
marketers in the United States under the trade names Cold-Eeze(R),  Cold-Eeze(R)
Sugar Free, and Cold-Eeze(R) Bubble Gum.

In April 2002,  the Company was  assigned a Patent  Application  which was filed
with the Patent Office of the United States  Commerce  Department for the use of
Cold-Eeze(R) as a prophylactic for cold prevention.  The new patent  application
follows the results of an adolescent  study at the Heritage  School  facility in
Provo,  Utah, that found that the use of Cold-Eeze(R) is effective in preventing
a cold,  reduces the use of antibiotics and confirmed that Cold-Eeze(R)  reduces
the median duration of a cold by four days.

In the second half of 1998, the Company  launched  Cold-Eeze(R)  in a sugar free
version of the product to benefit  diabetics and other consumers  concerned with
their sugar intake.  Late in the fourth quarter of 1998, the Company  launched a
bubble gum version of Cold-Eeze(R).

                                       6





Under a Food and Drug Administration  ("FDA") approved  Investigational New Drug
Application,   filed   by   Dartmouth   College,   a   randomized   double-blind
placebo-controlled  study,  conducted  at Dartmouth  College of Health  Science,
Hanover,  New  Hampshire,  concluded  that the  lozenge  formulation  treatment,
initiated within 48 hours of symptom onset,  resulted in a significant reduction
in the total duration of the common cold.

On May 22, 1992,  ZINC AND THE COMMON COLD, A  CONTROLLED  CLINICAL  STUDY,  was
published in England, in the "Journal of International Medical Research", Volume
20, Number 3, Pages 234-246. According to this publication,  (a) flavorings used
in  other  Zinc  lozenge  products  (citrate,   tartrate,   separate,   orotate,
picolinate,  mannitol or sorbitol)  render the Zinc inactive and  unavailable to
the patient's nasal passages,  mouth and throat,  where cold symptoms have to be
treated, (b) this patented  pleasant-tasting  formulation delivers approximately
93% of the active Zinc to the mucosal  surfaces and (c) the patient has the same
sequence of symptoms as in the absence of treatment, but goes through the phases
at an accelerated rate and with reduced symptom severity.

On July 15, 1996,  results of a new randomized  double-blind  placebo-controlled
study on the common cold were published, which commenced at the Cleveland Clinic
Foundation  on October 3, 1994.  The study called "ZINC  GLUCONATE  LOZENGES FOR
TREATING THE COMMON COLD" was  completed and published in the Annals of Internal
Medicine - Vol. 125 No. 2. Using a 13.3mg  lozenge  (almost half the strength of
the  lozenge  used in the  Dartmouth  Study),  the  result  still  showed  a 42%
reduction in the duration of the common cold symptoms.

In April 2002, the Company announced the statistical  results of a retrospective
clinical  study that suggests that  Cold-Eeze(R)  is also an effective  means of
preventing  the common cold.  This  adolescent  study  indicated that when taken
daily,  Cold-Eeze(R)  statistically  lessens  the number of colds an  individual
suffers per year,  reducing the median from 1.5 to zero.  These findings are the
result of analyzing three years of clinical data at the Heritage School facility
in Provo,  Utah.  The study also found that the use of  Cold-Eeze(R)  to treat a
cold statistically reduces the use of antibiotics for respiratory illnesses from
39.3% to 3.0%  when  Cold-Eeze(R)  is  administered  as a first  line  treatment
approach to the common cold.  Additionally,  the study  reinforces  the original
clinical trials,  concluding that Cold-Eeze(R)  reduces the median duration of a
cold by four days.

The business of the Company is subject to federal and state laws and regulations
adopted  for  the  health  and  safety  of  users  of  the  Company's  products.
Cold-Eeze(R)  is a homeopathic  remedy that is subject to regulations by various
federal,  state  and  local  agencies,  including  the FDA  and the  Homeopathic
Pharmacopoeia of the United States.

The Company competes with suppliers varying in range and size in the cold remedy
products  arena.  Cold-Eeze(R),  which  has  been  clinically  proven,  offers a
significant  advantage over other suppliers in the over-the-counter  cold remedy
market.  The  management  of the  Company  believes  there  should  be no future
impediment on the ability to compete in the marketplace now, or in the immediate
future,  since factors concerning the product,  such as price,  product quality,
availability,  reliability, credit terms, name recognition, delivery and support
are all properly  positioned.  The Company has several  Broker,  Distributor and
Representative  Agreements,  both nationally and internationally and the product
is distributed  through numerous  independent and chain drug and discount stores
throughout the United States.

The  Company  continues  to  use  the  resources  of  independent  national  and
international brokers complementing its own personnel to represent the Company's
over-the-counter products, thereby saving capital and other ongoing expenditures
that would otherwise be incurred.

Ethical Pharmaceutical Products
- -------------------------------

The establishment of an ethical pharmaceutical subsidiary may enable the Company
to diversify into the prescription  drug market and to ensure safe and effective
distribution  of  these  important   potential  new  products   currently  under
development.

Quigley  Pharma is currently  undergoing  research and  development  activity in
compliance with regulatory requirements. The Company is at the initial stages of
what  may be a  lengthy  process  to  develop  these  patent  applications  into
commercial products.

The formation of the Company's  Ethical  Pharmaceutical  Unit follows the Patent
Office of The United States Commerce Department confirming the assignment to the
Company of the following patent applications:

o           A  Patent  Application  entitled  "Method  and  Composition  for the
            Topical Treatment of Diabetic Neuropathy."

                                       7



o           A Patent Application  entitled "Medicinal  Composition and Method of
            Using it" (for  Treatment of Sialorrhea  and other  Disorders) for a
            product to relieve sialorrhea  (drooling) in patients suffering from
            Amyotrophic Lateral Sclerosis (ALS), otherwise known as Lou Gehrig's
            Disease.

o           A  Patent   Application   entitled   "Composition   and  Method  for
            Prevention,  Reduction and Treatment of Radiation  Dermatitis"  with
            the Patent Office of The United States Commerce Department.

In September  2002,  the Company  filed a foreign  patent  application  entitled
"Method and  Composition  for the Topical  Treatment of Diabetic  Neuropathy" in
Europe and other foreign markets.

The  pre-clinical  development,   clinical  trials,  product  manufacturing  and
marketing of Quigley Pharma's  potential new products are subject to federal and
state  regulation  in the  United  States  and other  countries.  Obtaining  FDA
regulatory  approval for these  pharmaceutical  products can require substantial
resources  and take several  years.  The length of this  process  depends on the
type,  complexity  and  novelty of the  product and the nature of the disease or
other  indications  to be  treated.  If the  Company  cannot  obtain  regulatory
approval  of these new  products  in a timely  manner or if the  patents are not
granted or if the patents are  subsequently  challenged,  these possible  events
could all have a material effect on the business and financial  condition of the
Company.  The strength of the Company's  patent position may be important to its
long-term  success.  There can be no  assurance  that these  patents  and patent
applications will effectively protect the Company's products from duplication by
others.

In April 2002, the Company commenced a Phase II proof of concept study in France
for treatment of diabetic  neuropathy.  If the study is successful,  the Company
will apply for approval by the FDA to begin pivotal  Phase III clinical  trials.
Because  the  Company's  formulation  for relief of  diabetes-related  pain is a
topical  treatment and its  ingredients are GRAS listed  (Generally  Regarded As
Safe) as  identified  in the Code of Federal  Regulations,  FDA  approval  could
potentially be obtained within a two-year period.

In July 2002,  the Company  announced  the  commencement  of a Phase II clinical
trial on a new formulation  being developed and tested by the Company to relieve
Sialorrhea  (excess  secretions  of the salivary  glands,  causing  drooling) in
patients suffering from diseases including  Amyotrophic Lateral Sclerosis (ALS),
otherwise known as Lou Gehrig's Disease,  Cerebral Palsy,  Parkinson's  Disease,
and Muscular Dystrophy.

Health And Wellness Products
- ----------------------------

Darius International Inc., a wholly owned subsidiary, was formed in January 2000
for the purpose of introducing new products to the marketplace through a network
of independent  distributors.  On January 2, 2001, the Company  acquired certain
assets and assumed certain  liabilities of a privately held company  involved in
the direct marketing and distribution of health and wellness products. Darius is
a direct selling  organization  specializing in proprietary  health and wellness
products.  The  products  marketed  and sold by Darius are herbal  vitamins  and
dietary  supplements for the human condition,  in the area of health,  immunity,
energy and pain.

Sun-care and Skincare Products
- ------------------------------

Caribbean Pacific Natural Products, Inc., is a leading developer and marketer of
all-natural,  eco-safe sun-care and skincare products for luxury resorts,  theme
parks and spas. Caribbean Pacific markets a line of natural protectors,  or "Sol
Cremes," that provide dual protection  against the damaging  effects of the sun,
along with various products rich in essential  nutrients and vitamins  necessary
for the skin.

Caribbean  Pacific  also  has  the  capability  to  make  available   customized
merchandise,  which complements the range of sun-care and skincare products that
it currently markets.

                                       8





NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The  Consolidated   Balance  Sheet  at  September  30,  2002,  the  Consolidated
Statements of Operations for the three and  nine-months  periods ended September
30, 2002 and 2001, and the Consolidated Statements of Cash Flows (Condensed) for
the  nine-months  periods ended  September 30, 2002 and 2001, have been prepared
without  audit.  In the opinion of  management,  all  adjustments  necessary  to
present fairly the  consolidated  financial  position,  consolidated  results of
operations and  consolidated  cash flows, for the periods  indicated,  have been
made.  Certain prior period amounts have been  reclassified  to conform with the
2002 presentation.

All inter-company transactions and balances have been eliminated.

Effective July 1, 2000, the Company acquired a 60 percent ownership  position in
Caribbean Pacific Natural Products, Inc., which is accounted for by the purchase
method of accounting and accordingly,  the operating  results have been included
in the Company's consolidated financial Statements from the date of acquisition.
This majority  ownership  position  required a cash investment that approximated
$812,000  and  the  provision  for a $1  million  line  of  credit,  secured  by
inventory, accounts receivable and all other assets of Caribbean Pacific Natural
Products.   The  net  assets  of  Caribbean  Pacific  Natural  Products  at  the
acquisition  date  principally  consisted of a product license and  distribution
rights,  inventory and fixed assets of $312,915 and $510,000 of working  capital
with a contribution to minority interest of $329,166.

In the  past,  the 40  percent  ownership  position  representing  the  minority
interest has been  reflected in the  Consolidated  Statements of Operations  for
their  portion  of  losses,  and in the  Consolidated  Balance  Sheet  for their
ownership portion of accumulated  losses,  share of net assets and capital stock
at acquisition date. At September 30, 2002,  accumulated  losses associated with
minority  interest have reduced minority  interest to zero on the Balance Sheet,
with excess  losses  amounting to $261,982  being  absorbed in the  Consolidated
Statement of Operations in 2002 and 2001, by the Company.

On January 2, 2001,  the Company  acquired  certain  assets and assumed  certain
liabilities of a privately held company, located in Utah, involved in the direct
marketing and  distribution of health and wellness  products.  This  acquisition
required  cash  payments  that  approximated  $110,000 and 50,000  shares of the
Company's stock issued to the former owners of the net assets acquired.  The net
assets acquired at acquisition principally consisted of intangibles,  inventory,
accounts  receivable,  bank  balances  and fixed  assets  totaling  $536,000 and
liabilities  assumed  approximating   $416,000.  Also  required  are  continuous
payments for the use of product  formulations;  consulting;  confidentiality and
non-compete  fees that are 12% on net sales  collected  until  $540,000 is paid,
then becoming 5% on net sales collected for the continuous applications of these
arrangements.  During March 2002,  the payout  level of $540,000  was  achieved,
whereupon the rate became 5%. This  acquisition is accounted for by the purchase
method of accounting and accordingly,  the operating  results have been included
in the  Company's  Consolidated  Statements  of  Operations  from  the  date  of
acquisition. The excess of cost over net assets acquired has been amortized on a
straight-line  basis over a period of 15 years.  Subsequent to 2001, the account
will only be reduced if the value becomes impaired.

PRINCIPLES OF ACCOUNTING

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and  disclosure  of  contingent  liabilities  at the  dates  of the
financial  statements and the reported  amounts of revenues and expenses  during
the reporting periods. Actual results could differ from those estimates.

CASH EQUIVALENTS

The Company considers all highly liquid  investments with an initial maturity of
three  months  or less at the  time of  purchase  to be cash  equivalents.  Cash
equivalents  include cash on hand and monies invested in money market funds. The
carrying  amount  approximates  the  fair  market  value  due to the  short-term
maturity of these investments.

INVENTORIES

Inventories  are stated at the lower of cost or  market.  The  Company  uses the
first-in,  first-out  ("FIFO") method of determining  cost for all  inventories.
Inventories are primarily comprised of finished goods.

                                       9





PROPERTY, PLANT AND EQUIPMENT

Property,  plant  and  equipment  is  recorded  at  cost.  The  Company  uses  a
combination of straight-line and accelerated  methods in computing  depreciation
for financial reporting purposes. The annual provision for depreciation has been
computed in  accordance  with the  following  ranges of  estimated  asset lives:
building and  improvements  - twenty  years;  machinery  and equipment - five to
seven years; computer software - three years; and furniture and fixtures - seven
years.

PATENT RIGHTS AND INTANGIBLES

Patent rights have been  amortized on a  straight-line  basis over the period of
the related licensing  agreements,  which  approximated 67 months.  Amortization
costs  incurred for the nine months  periods ended  September 30, 2002 and 2001,
were $21,940 and $65,821,  respectively.  At March 31, 2002, this item was fully
amortized.

Prior to January 1, 2002,  the excess of cost over net assets  acquired had been
subject to amortization on a straight-line basis over a period of 15 years.

In June 2001, SFAS No. 142, "Goodwill and Other Intangible Assets" was issued by
the FASB.  SFAS No. 142 changed the accounting for goodwill from an amortization
method to an  impairment-only  approach.  Amortization  of  goodwill,  including
goodwill  recorded in past business  combinations,  ceased upon adoption of this
statement. The Company implemented SFAS No. 142 on January 1, 2002.

Following  the  adoption  of  Statement  142,  the  amortization   expense,  net
income/(loss)  and  earnings  per-share  of  The  Quigley  Corporation  for  the
three-months  and  nine-months  periods ended September 30, 2002 and 2001 are as
follows:

                                    Three Months Ended September 30       Nine Months Ended September 30
                                    ---------------------------------------------- ---------------------

                                           2002         2001                   2002           2001
                                    --------------------------------------------------------------------

Reported net income/(loss)              ($500,395)   $313,615              ($3,651,383)   ($  769,737)
Add back: Goodwill amortization              --         5,486                     --           27,430

                                        ---------    --------              -----------    -----------
Adjusted Net Income/(Loss)              ($500,395)   $319,101              ($3,651,383)   ($  742,307)
                                        =========    ========              ===========    ===========

Basic and Diluted earnings per share:

Reported net income/(loss)              ($   0.05)   $   0.03              ($     0.34)   ($    0.07)
Goodwill amortization                        --          --                       --             --

                                        ---------    --------              -----------    -----------
Adjusted net income/(loss) - Basic      ($   0.05)   $   0.03              ($     0.34)   ($    0.07)
                                        =========    ========              ===========    ===========
Adjusted net income/(loss) - Diluted    ($   0.05)   $   0.03              ($     0.34)   ($    0.07)
                                        =========    ========              ===========    ===========

Subsequent  to 2001,  excess of cost over net assets will only be reduced if the
value becomes impaired.

CONCENTRATION OF RISKS

Financial  instruments  that  potentially  subject  the  Company to  significant
concentrations of credit risk consist  principally of cash investments and trade
accounts receivable.

The Company  maintains  cash and cash  equivalents  with three  major  financial
institutions.  Since the  Company  maintains  amounts  in  excess of  guarantees
provided by the Federal Depository Insurance  Corporation,  the Company performs
periodic  evaluations  of  the  relative  credit  standing  of  these  financial
institutions and limits the amount of credit exposure with any one institution.

Trade accounts receivable  potentially  subjects the Company to credit risk. The
Company  extends  credit  to its  customers  based  upon  an  evaluation  of the
customer's financial condition and credit history and generally does not require
collateral.  The Company has historically  incurred  minimal credit losses.  The
Company's  broad  range of  customers  includes  many  large  wholesalers,  mass
merchandisers  and multi-outlet  pharmacy chains,  five of which account for 18%
and 31% of sales volume,  for the  nine-months  periods ended September 30, 2002
and 2001, respectively.

                                       10





The Company currently uses three separate  suppliers to produce  Cold-Eeze(R) in
lozenge,  bubble gum, and sugar-free  tablet form. A significant  portion of the
Company's  revenue  is  currently  generated  from the sale of the  Cold-Eeze(R)
product.  The lozenge form is  manufactured by a third party  manufacturer  that
produces  predominantly  for the Company.  The other forms are  manufactured  by
third  parties  that produce a variety of other  products  for other  customers.
Should these relationships  terminate or discontinue for any reason, the Company
has formulated a contingency plan in order to prevent such  discontinuance  from
materially  affecting  the  Company's  operations.  Any  such  termination  may,
however,  result  in a  temporary  delay in  production  until  the  replacement
facility is able to meet the Company's production requirements.

Raw material used in the  production  of the product is available  from numerous
sources. Currently, it is being procured from a single vendor in order to secure
purchasing economies. In a situation where this one vendor is not able to supply
the  contract  manufacturer  with  the  ingredients,  other  sources  have  been
identified.

Quigley  Pharma was formed in 2001 for the  purpose of  developing  prescription
drug  products.  These  potential new products are based on patent  applications
that the Company has acquired.  The Company's  potential  products are currently
undergoing  research  and  testing and will  require  substantial  resources  to
develop these applications into commercial products.  The successful  conclusion
of such research is dependent on regulatory approval and may take several years.
The length of this process  depends on the type,  complexity  and novelty of the
product and the nature of the disease or other indications to be treated. If the
Company  cannot  obtain  regulatory  approval of these new  products in a timely
manner or if the patents  are not  granted or if the  patents  are  subsequently
challenged,  these  possible  events  could  all have a  material  effect on the
business and  financial  condition  of the  Company.  The strength of our patent
position may be important to our  long-term  success.  There can be no assurance
that these patents and patent applications will effectively protect our products
from duplication by others.

Darius'  products for resale are sourced from  several  suppliers.  In the event
that such sources were no longer in a position to supply  Darius with  products,
other vendors have been identified as reliable alternatives,  which could result
in a temporary delay in production or a minimal adverse loss of business.

Currently, the principal finished products relating to Caribbean Pacific Natural
Products are being  manufactured and blended by a single vendor. In the event of
difficulties with the current sources of raw material or finished product, other
suppliers have been identified.  However, this could result in a temporary delay
in production.

LONG-LIVED ASSETS

In August 2001, the FASB issued SFAS No. 144,  "Accounting for the Impairment or
Disposal  of  Long-Lived  Assets."  This  statement  supercedes  SFAS  No.  121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed  Of." The  statement  retains  the  previously  existing  accounting
requirements  related to the  recognition  and  measurement of the impairment of
long-lived   assets  to  be  held  and  used  while  expanding  the  measurement
requirements  of  long-lived  assets  to be  disposed  of  by  sale  to  include
discontinued  operations.  It also  expands the  previously  existing  reporting
requirements  for  discontinued  operations  to include a component of an entity
that either has been disposed of or is classified as held for sale.  The Company
implemented SFAS No. 144 on January 1, 2002. The  implementation of SFAS 144 did
not have a material impact on the Company's  consolidated  financial position or
results of operations.

The Company  reviews its long-lived  assets for impairment on an exception basis
whenever events or changes in circumstances indicate that the carrying amount of
the assets may not be recoverable through future cash flows. If it is determined
that an  impairment  loss has  occurred,  such  loss will be  recognized  in the
Statement of Operations as the difference  between the carrying  amount and fair
value of the asset.

REVENUE RECOGNITION

Sales are  recognized  at the time  ownership is  transferred  to the  customer.
Provisions  for  estimated  product  returns  are  accrued in the period of sale
recognition.


COUPONS, REBATES AND DISCOUNTS

In May 2000,  the Emerging  Issues Task Force  ("EITF")  issued EITF No.  00-14,
"Accounting for Coupons,  Rebates and Discounts"  that addressed  accounting for
sales  incentives.  The Task Force  concluded  that in accounting for cash sales
incentives  a  manufacturer  should  recognize  the  incentive as a reduction of
revenue  on the later date of the  manufacturer's  sale or the date the offer is

                                       11





made to the public.  The reduction of revenues  should be measured  based on the
estimated  amount of  incentives to be claimed by the ultimate  customers.  This
pronouncement was adopted in the first quarter of fiscal 2001.

In August 2001, the EITF issued EITF No. 01-09,  "Accounting  for  Consideration
Given by a Vendor to a Customer or a Reseller  of the  Vendor's  Products"  that
codified and reconciled EITF No. 00-14, No. 00-22,  "Accounting for "Points" and
Certain Other Time-Based or Volume-Based  Sales Incentive Offers, and Offers for
Free Products or Services to be Delivered in the Future" and No. 00-25,  "Vendor
Income Statement  Characterization  of  Consideration  Paid to a Reseller of the
Vendor's  Products." EITF No. 01-09  addresses the accounting for  consideration
given  by  a  vendor  to  a  customer.   The  Task  Force  concluded  that  cash
consideration  (including a sales  incentive) given by a vendor to a customer is
presumed to be a reduction of the selling  prices of the vendor's  products and,
therefore,  should be characterized as a reduction of revenue when recognized in
the  vendor's   income   statement.   That   presumption  is  overcome  and  the
consideration  should be  characterized as a cost incurred if, and to the extent
that, a benefit is or will be received from the  recipient of the  consideration
that meets both of the following  conditions:  (1) (a) the vendor  receives,  or
will  receive,  an  identifiable  benefit  (goods or services) in return for the
consideration,  (b) the identified  benefit must be sufficiently  separable from
the  recipient's  purchase of the vendor's  products  such that the vendor could
have entered into an exchange transaction with a party other than a purchaser of
its products in order to receive  that  benefit;  (2) the vendor can  reasonably
estimate  the fair  value of the  benefit  identified.  This  pronouncement  was
adopted in the first quarter of 2002.

SHIPPING AND HANDLING

Product sales relating to Health and Wellness and Sun-care and Skincare products
carry an additional  identifiable shipping and handling charge to the purchaser,
which is  classified  as  revenue.  For cold  remedy  products,  such  costs are
included  as part of the  invoiced  price.  In all cases  costs  related to this
revenue are recorded in costs of goods sold.

STOCK COMPENSATION

Stock options and warrants for purchase of the Company's  common stock have been
granted to both  employees  and  non-employees  since the date of the  Company's
public  inception.   Options  and  warrants  are  exercisable  during  a  period
determined  by the  Company,  but in no event later than ten years from the date
granted.

The Company's policy for stock and option grants follows APB No. 25 and FASB 123
which  clarifies the definition of employee for purposes of applying APB No. 25,
criteria for determining  whether a plan qualifies as a  non-compensatory  plan,
the  accounting  consequences  of  various  modifications  to  the  terms  of  a
previously  fixed option or award,  and the  accounting for an exchange of share
compensation awards in a business combination, among others. Under the intrinsic
value method  prescribed by APB No. 25, the Company has recorded no compensation
expense relating to option grants to employees in periods reported.

Expense  relating to warrants granted to  non-employees  has been  appropriately
recorded in the periods  presented  based on either fair values agreed upon with
the grantees or fair values as  determined  by the Black  Scholes  pricing model
dependent upon the circumstances relating to the specific grants.

ROYALTIES

The Company  includes  royalties  and founders  commissions  incurred as cost of
products sold based on agreement terms.

ADVERTISING

Advertising  costs are  expensed  within the period in which they are  utilized.
Advertising expense is made up of media advertising,  presented as part of sales
and marketing  expense;  co-operative  advertising,  which is accounted for as a
deduction from sales;  and free product,  which is accounted for as part of cost
of sales. Advertising costs incurred for the nine-months periods ended September
30, 2002 and 2001 were  $2,270,183  and  $2,090,852,  respectively.  Included in
prepaid expenses and other current assets was $241,875 and $419,000 at September
30, 2002 and December 31, 2001,  respectively,  relating to prepaid  advertising
and promotion expenses.

RESEARCH AND DEVELOPMENT

Research and  development  costs are charged to operations in the year incurred.
Expenditures for the nine-months  periods ended September 30, 2002 and 2001 were
$1,897,403 and $970,575, respectively. Principally, the increase of research and

                                       12





development  costs in 2002 was due to  expenses  incurred as part of the product
research  costs  related  to  Quigley  Pharma and study  costs  associated  with
Cold-Eeze(R).   Quigley  Pharma  is  currently  involved  in  research  activity
following  patent  applications  that the Company has acquired and such research
and  development  costs relating to potential  products are expected to increase
significantly over time as product research and testing progresses.

INCOME TAXES

The  Company  utilizes  an asset  and  liability  approach  which  requires  the
recognition  of  deferred  tax  assets  and   liabilities  for  the  future  tax
consequences  of events that have been  recognized  in the  Company's  financial
statements or tax returns.  In estimating future tax  consequences,  the Company
generally  considers all expected future events other than enactments of changes
in the tax law or rates. See Note 5 for further discussion.

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with accounting  principles generally accepted
in the United States of America have been condensed or omitted.  It is suggested
that  these  financial  statements  be read in  conjunction  with the  financial
statements and  accompanying  notes for the fiscal year ended December 31, 2001,
in the Company's Form 10-K.

NOTE 3 - SEGMENT INFORMATION

The basis for presenting  segment  results  generally is consistent with overall
Company   reporting.   The  primary   difference   relates  to  presentation  of
partially-owned  operations,  which  are  presented  as if  owned  100%  in  the
operating  segments.  The adjustment to ownership basis is included in Corporate
& Other.

The Company  has  divided its  operations  into four  reportable  segments:  The
Quigley Corporation (Cold Remedy Products),  whose main product is Cold-Eeze(R),
a proprietary zinc gluconate glycine lozenge for the common cold; Darius (Health
and  Wellness)  whose  business is the sale and direct  marketing  of a range of
health and wellness products; Caribbean Pacific Natural Products, Inc. (Sun-care
and Skincare Products), a leading developer and marketer of all-natural sun-care
and  skincare  products  for luxury  resorts,  theme  parks and spas and Quigley
Pharma (Ethical  Pharmaceutical  Products),  currently  involved in research and
development   activity   to  develop   patent   applications   into   commercial
pharmaceutical products.

Financial information by business segment follows:
- ------------------------------------------------------------------------------------------------------------------

  For the three
  months ended            Cold                      Sun-care and        Ethical
  September 30,          Remedy        Health and     Skincare       Pharmaceutical    Corporate and
      2002              Products        Wellness      Products          Products           Other         Total
- ------------------------------------------------------------------------------------------------------------------

Net Sales
 Customers              $3,524,663     $4,309,662     $443,574             -                 -         $8,277,899
 Inter-segment                -              -            -                -                 -               -
Licensing fees                -              -            -                -                 -               -
Segment operating
 profit (loss)           ($421,754)      $547,354    ($211,542)        ($470,682)         $14,365       ($542,259)

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

As of and for the
  nine months
     ended                Cold                      Sun-care and        Ethical
  September 30,          Remedy        Health and     Skincare       Pharmaceutical    Corporate and
      2002              Products        Wellness      Products          Products           Other         Total
- ------------------------------------------------------------------------------------------------------------------

Net Sales
 Customers             $7,268,303      $10,604,176    $1,643,898             -              -          $19,516,377
 Inter-segment               -                -             -                -              -                 -
Licensing fees            148,866             -             -                -              -              148,866
Segment operating
 profit (loss)         (3,442,255)       1,044,342      (299,268)     ($1,119,163)       $40,612        (3,775,732)
Total Assets          $25,714,500       $1,609,299      $965,350             -       ($3,046,928)       $25,242,221

                                       13




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

  For the three
  months ended            Cold                      Sun-care and        Ethical
  September 30,          Remedy        Health and     Skincare       Pharmaceutical    Corporate and
      2001              Products        Wellness      Products          Products           Other         Total
- ------------------------------------------------------------------------------------------------------------------

Net Sales
 Customers             $4,768,372      $1,664,391      $510,790            -                 -         $6,943,553
 Inter-segment               -               -             -               -                 -               -
Licensing fees            136,364            -             -               -                 -            136,364
Segment operating
 profit (loss)           $604,020        ($45,685)    ($290,506)      ($151,780)           $5,547        $121,596

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


As of and for the
  nine months
     ended                Cold                      Sun-care and        Ethical
  September 30,          Remedy        Health and     Skincare       Pharmaceutical    Corporate and
      2001              Products        Wellness      Products          Products           Other         Total
- ------------------------------------------------------------------------------------------------------------------

Net Sales
 Customers             $9,036,960      $4,025,370     $1,902,410           -                -         $14,964,740
 Inter-segment           (116,385)        176,412           -              -            ($60,027)            -
Licensing fees          1,410,228            -              -              -                -           1,410,228
Segment operating
 Profit (loss)           (292,600)       (337,566)      (491,533)     ($306,254)         122,967       (1,304,986)
Total Assets          $24,539,453      $1,051,312     $1,173,396           -         ($3,034,649)     $23,729,512

Costs attributable to Quigley Pharma relating to 2002 and 2001 research activity
have  been  disclosed  above  in the  segment  caption  "Ethical  Pharmaceutical
Products".

NOTE 4 - TRANSACTIONS AFFECTING STOCKHOLDERS' EQUITY

Since the inception of the stock buy-back program in January 1998, the Board has
subsequently  increased  the  authorization  on  five  occasions,  for  a  total
authorized  buy-back of 5,000,000  shares or  approximately  38% of the previous
shares  outstanding.  Such shares are  reflected  as treasury  stock and will be
available  for general  corporate  purposes.  From the  initiation  of the plan,
4,159,191  shares have been  repurchased  at a cost of $24,042,801 or an average
cost of $5.78 per share.

As a result of the  litigation  relating to the case against  Nutritional  Foods
Corporation,  in March of 1998, a subsequent  order of the Court of Common Pleas
of Bucks County  modified the decree of January 23, 1997 to provide for a return
to treasury of 604,928  shares to the  Company.  As payment for legal  services,
118,066 of these  shares  were  reissued  with a market  value of  approximately
$1,145,358.  This value, the cost of reacquiring  these shares,  then became the
value of the net treasury stock ($2.35 per share)  represented by 486,862 shares
returned to treasury.

On April 9,  2002,  The  Quigley  Corporation  entered  into an  agreement  with
Forrester  Financial  LLC,  ("Forrester")  providing  for  Forrester to act as a
financial consultant to the Company. The consulting agreement commenced on March
7, 2002 and has a term of twelve months, but may be terminated by the Company in
its sole discretion at any time. As compensation  for services to be provided by
Forrester to the Company,  the Company  granted to Forrester,  or its designees,
warrants to purchase up to a total of 1,000,000  shares of the Company's  common
stock. The warrants have three distinct  exercise  prices,  500,000 warrants are
exercisable at $6.50 per share,  250,000  warrants are  exercisable at $8.50 per
share,  and 250,000  warrants are exercisable at $11.50 per share.  The warrants
are  exercisable  until  the  earlier  to occur of (i) March 6, 2003 or (ii) the
termination of the Consulting Agreement.  In the six months ended June 30, 2002,
the Company recorded an expense of $700,000  relating to the grant. In May 2002,
Forrester Financial exercised 500,000 warrants at an exercise price of $6.50 per
share resulting in cash received by the Company in the amount of $3,250,000 with
a correlating increase to additional paid-in-capital.

At September 30, 2002,  there were 4,160,500  unexercised and vested options and
warrants of the Company's stock available for exercise.

                                       14





NOTE 5 - INCOME TAXES

Certain  exercises  of options and  warrants,  and  restricted  stock issued for
services that became  unrestricted  resulted in  reductions  to taxes  currently
payable and a  corresponding  increase to  additional-paid-in-capital  for years
prior to 1999. The tax benefit  effects of option and warrant  exercises  during
the period 1999 to 2002 were $1,756,383.  However,  these benefits were deferred
because of a net operating  loss  carry-forward  for tax purposes  ("NOLs") that
occurred during the fourth quarter of 1999,  resulting from a cumulative  effect
of deducting a total value of $42,800,364 attributed to these options,  warrants
and unrestricted  stock deductions from taxable income during the tax years 1997
and 1998. The net operating loss carry-forwards arising from the option, warrant
and stock  activities  approximate  $13.2 million for federal tax  purposes,  of
which $3.5 million will expire in 2019, $9.7 million in 2020 and thereafter; and
$18.4  million for state  purposes,  of which $9.7  million will expire in 2009,
$3.3 million in 2010 and $5.4 million in 2011 and thereafter.  Until  sufficient
taxable  income to offset  the  temporary  timing  differences  attributable  to
operations  and the tax  deductions  attributable  to option,  warrant and stock
activities are assured,  a valuation  allowance  equaling the total deferred tax
asset is being provided.

NOTE 6 - EARNINGS PER SHARE

Basic earnings per share ("EPS")  excludes  dilution and is computed by dividing
income available to Common Stockholders by the weighted average number of common
shares  outstanding for the period.  Diluted EPS reflects the potential dilution
that could occur if  securities  or other  contracts  to issue Common Stock were
exercised or  converted  into Common Stock or resulted in the issuance of Common
Stock that then shared in the earnings of the entity.  Diluted EPS also utilizes
the treasury stock method that prescribes a theoretical  buy-back of shares from
the  theoretical  proceeds of all options and  warrants  outstanding  during the
period. Since there are 4,160,500 options and warrants outstanding, fluctuations
in the  actual  market  price  can have a varying  of  results  for each  period
presented.  For the periods  presented that reflect losses,  no effect was given
for options and warrants because the result would be anti-dilutive.

A  reconciliation  of the applicable  numerators and  denominators of the income
statement periods presented is as follows  (millions,  except earnings per share
amounts):

                      Three Months Ended       Nine Months Ended       Three Months Ended            Nine Months Ended
                      September 30, 2002      September 30, 2002       September 30, 2001           September 30, 2001
                     Loss    Shares   EPS     Loss  Shares    EPS    Income   Shares    EPS     Loss      Shares        EPS
                    ----------------------------------------------------------------------------------------------------------

Basic EPS           ($0.5)    11.0   ($0.05)  ($3.7)  10.9   ($0.34)   $0.3    10.7    $0.03    ($0.8)     10.7       ($0.07)
Dilutives:
Options/Warrants       -        -                -      -                -      0.1                -         -
                    ----------------------------------------------------------------------------------------------------------

Diluted EPS         ($0.5)    11.0   ($0.05)  ($3.7)  10.9   ($0.34)   $0.3    10.8     $0.03   ($0.8)     10.7       ($0.07)
                    ==========================================================================================================


NOTE 7 - RELATED PARTY TRANSACTIONS

In the ordinary  course of business,  the Company has sales  brokerage and other
arrangements with entities whose major stockholders are also stockholders of The
Quigley  Corporation,  or are  related  to major  stockholders  of the  Company.
Commissions and other items paid or payable under such arrangements  amounted to
approximately  $38,000 and $171,000  respectively,  for the nine-months  periods
ended September 30, 2002 and 2001.

The Company is in the process of acquiring licenses in certain countries through
related party entities. For the nine-months periods ended September 30, 2002 and
2001, fees amounting to $217,000 and $219,000, respectively, have been paid to a
related entity to assist with the regulatory aspects of obtaining such licenses.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

The Company  maintains certain royalty and founders  commission  agreements with
the  developers,  licensors,  founders,  and  consultants  for the  Cold-Eeze(R)
products.  Up to March 5, 2002,  these payments were 13% of sales collected less
certain  deductions and thereafter at 10%. Of the 13%, up to March 2002, a three
percent  royalty on sales  collected less certain  deductions was payable to the
patent holder whose agreement  expired on March 5, 2002. A three percent royalty
of sales  collected  less certain  deductions is payable to the developer of the
product  formulation  together  with a two  percent  consulting  fee based on an
agreement that expires in 2007. Additionally,  a founders' commission is payable
totaling 5% of sales collected less certain  deductions,  which is shared by two
of the officers whose agreements expire in 2005.

                                       15





Also, required for the acquisition of certain assets of a privately held company
involved  in the  direct  marketing  and  distribution  of health  and  wellness
products  are  continuous   payments  for  the  use  of  product   formulations;
consulting;  confidentiality  and  non-compete  fees  that  are 5% on net  sales
collected for the continuous applications of these arrangements.

On April 9,  2002,  The  Quigley  Corporation  entered  into an  agreement  with
Forrester  Financial  LLC,  providing  for  Forrester  to  act  as  a  financial
consultant to the Company.  The consulting  agreement commenced on March 7, 2002
and has a term of twelve  months,  but may be  terminated  by the Company in its
sole  discretion  at any time.  As  compensation  for services to be provided by
Forrester to the Company,  the Company  granted to Forrester,  or its designees,
warrants to purchase up to a total of 1,000,000  shares of the Company's  common
stock at three specific exercise prices.  The warrants are exercisable until the
earlier to occur of (i) March 6, 2003 or (ii) the  termination of the Consulting
Agreement.  In the six months  ended June 30,  2002,  the  Company  recorded  an
expense of $700,000  relating  to the grant.  In May 2002,  Forrester  Financial
exercised  500,000 warrants at an exercise price of $6.50 per share resulting in
cash received by the Company in the amount of $3,250,000.

The Company has  anticipated  commitments  for  advertising  and other purchases
amounting to approximately $1,800,000.

The Company is a party to legal proceedings, which are routine and incidental to
its  business.   The  consequences  of  these   proceedings  are  not  presently
determinable.  However  in the  opinion  of  management,  they  will  not have a
material  adverse  affect on the  Company's  liquidity,  financial  position  or
results of operations


NOTE 9 - RECENT ACCOUNTING PRONOUNCEMENTS

SFAS 146

In June  2002,  the  Financial  Accounting  Standards  Board,  or  FASB,  issued
Statement of Financial Accounting  Standards,  or SFAS, No. 146, "Accounting for
Costs  Associated with Exit or Disposal  Activities."  This Statement  addresses
financial  accounting and reporting for costs  associated  with exit or disposal
activities  and  supercedes  Emerging  Issues Task Force  (EITF) Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including Certain Costs Incurred in a Restructuring)."  The
Statement  requires  that a  liability  for a cost  associated  with  an exit or
disposal activity be recognized when the liability is incurred. Under EITF 94-3,
a liability for an exit cost was recognized at the date of commitment to an exit
or  disposal  plan.  This  Statement  also  establishes  that fair  value is the
objective for initial  measurement of the liability.  We must adopt SFAS No. 146
for all exit or disposal  activities that are initiated after December 31, 2002.
We do not believe that adopting this  pronouncement  will have a material impact
on our consolidated results of operation, financial position or cash flows.


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

In addition to  historical  information,  this Report  contains  forward-looking
statements.  These  forward-looking  statements are subject to certain risks and
uncertainties  that could cause actual results to differ  materially  from those
reflected in these forward-looking  statements.  Factors that might cause such a
difference  include,  but are not limited to management of growth,  competition,
pricing pressures on the Company's product, industry growth and general economic
conditions.  Readers  are  cautioned  not  to  place  undue  reliance  on  these
forward-looking  statements,  which reflect management's opinions only as of the
date hereof.  The Company undertakes no obligation to revise or publicly release
the results of any revision to these forward-looking  statements. The Company is
subject to a variety of factors  more fully  described in the  Company's  Annual
Report  on  Form  10-K,  as  filed,  and  the  prospectus  filed  as part of the
registration  statement  on Form  S-3 as  filed  on April  25,  2002  (File  no.
333-86976), with the Securities and Exchange Commission.

Overview
- --------

Revenues for the three and  nine-months  periods  ended  September 30, 2002 were
$8,277,899  and  $19,665,243,   respectively,  as  compared  to  $7,079,917  and
$16,374,968 for the comparable 2001 periods. Revenue for the nine-months periods
ended  September 30, 2002 and 2001 include an amount of $148,866 and $1,410,228,
respectively,  relating  to  licensing  fees  from the  settlement  of a lawsuit
following the filing by The Quigley  Corporation of a patent  infringement  suit
against Gel Tech, LLC, the developer of Zicam(TM),  and Gum Tech  International,
Inc., its distributor, in November 1999. Under the agreement, Gum Tech agreed to
pay The Quigley  Corporation  $1,137,500  for a limited  license  for  Quigley's
patent  on the use of zinc  gluconate  for the  treatment  of the  duration  and
symptoms  of the common  cold.  Gum Tech was also  required  to pay The  Quigley

                                       16





Corporation  an ongoing  royalty of 5.5 percent from April 1, 2001 through March
5,  2002 on all  Zicam  cold  relief  sales  receipts.  In  addition,  Gum  Tech
guaranteed to pay Quigley a minimum of $500,000 in ongoing royalties  regardless
of sales receipts  through March 5, 2002, that actually totaled $557,957 for the
period.  Legal and other  expenses  associated  with this  lawsuit  approximated
$700,000.

Net sales of the  Cold-Eeze(R)  products were reduced in the nine-months  period
ended  September  30,  2002 over the  comparable  2001  period by  approximately
$1,768,657.  During the past cold  season  demand for cold  remedy  products  in
general was reduced  despite the increase in the incidence of cold  occurrences.
Additionally,  the  Company's  customers  are  exercising  tighter  control over
inventory levels during the current economic conditions.

During 2002 the Company has continued to establish  relationships with customers
in all sectors of the industry  through  co-operative  advertising  programs and
point of sale initiatives that communicate the  effectiveness of Cold-Eeze(R) as
a clinically proven remedy in reducing the duration of the common cold.

Darius  International,  Inc., had revenues for the three and nine-months periods
ended September 30, 2002 of $4,309,662 and $10,604,176  with the comparable 2001
revenues of $1,664,391 and $4,025,370,  respectively.  These increased  revenues
for the periods reflect  continued growth for the Health and Wellness segment of
the Company business and follows the Corporate  strategy of  diversification  of
products and product distribution systems.

Caribbean Pacific Natural Products Inc. reported  decreased  revenues of $67,216
and $258,512 for the three and nine-months  periods ended September 30, 2002 and
2001. The Sun-care and Skincare  segment  continues to experience the effects of
the downturn in the tourism and travel industry experienced over the past twelve
months.

The  consolidated  Gross  Profit  margin was  reduced in 2002 due to the reduced
licensing fee income in 2002  compared to 2001 along with the higher  proportion
of sales  attributable  to Darius in 2002,  the  products of which carry a lower
margin compared to the other business segments of the Company.

Net losses for the three and  nine-months  periods ended September 30, 2002 were
$500,395 and $3,651,383,  respectively,  the comparative 2001 net  income/(loss)
was $313,615 and ($769,737). The increased losses relating to 2002 are primarily
as a result of increased  research and development  costs for Quigley Pharma and
other clinical trials; increased Cold-Eeze(R) product promotion through enhanced
co-operative  advertising  spending and  additional  general and  administration
costs resulting from fees associated with consulting  duties.  These losses were
mitigated by net profits in 2002 from the Health and Wellness business segment.

The  Company  continues  to use the  resources  of  contract  manufacturers  and
independent national and international brokers to represent and compliment sales
of the Company's Cold-Eeze(R) products, thereby saving capital and other ongoing
expenditures that would otherwise be incurred.


The Company currently uses three separate  suppliers to produce  Cold-Eeze(R) in
lozenge,  bubble gum, and sugar free tablet form.  Other products of the Company
and its subsidiaries are manufactured by third parties that produce a variety of
other  products for other  customers.  Should these  relationships  terminate or
discontinue  for any reason,  the Company has  formulated a contingency  plan in
order to prevent such  discontinuance  from  materially  affecting the Company's
operations.  Any such termination may,  however,  result in a temporary delay in
production  until  the  replacement  facility  is  able to  meet  the  Company's
production requirements.

Raw material  used in the  production  of certain  products are  available  from
numerous sources. Currently,  certain materials are being procured from a single
source vendor in order to secure purchasing economies.  In a situation where one
vendor is not able to supply the  contract  manufacturer  with the  ingredients,
other sources have been identified. All manufacturing sites have the capacity to
respond quickly to market requirements.

Effect of Recent Accounting Pronouncements
- ------------------------------------------

SFAS 146

In June  2002,  the  Financial  Accounting  Standards  Board,  or  FASB,  issued
Statement of Financial Accounting Standards, or SFAS, No. 146, "Accounting for

                                       17





Costs  Associated with Exit or Disposal  Activities."  This Statement  addresses
financial  accounting and reporting for costs  associated  with exit or disposal
activities  and  supercedes  Emerging  Issues Task Force  (EITF) Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including Certain Costs Incurred in a Restructuring)."  The
Statement  requires  that a  liability  for a cost  associated  with  an exit or
disposal activity be recognized when the liability is incurred. Under EITF 94-3,
a liability for an exit cost was recognized at the date of commitment to an exit
or  disposal  plan.  This  Statement  also  establishes  that fair  value is the
objective for initial  measurement of the liability.  We must adopt SFAS No. 146
for all exit or disposal  activities that are initiated after December 31, 2002.
We do not believe that adopting this  pronouncement  will have a material impact
on our consolidated results of operation, financial position or cash flows.

Significant Accounting Policies
- -------------------------------

As   previously   described,   the  Company  is  engaged  in  the   development,
manufacturing,  and marketing of health and homeopathic  products that are being
offered to the general public. Due to the nature of the business, it is unlikely
that any  accounting  policies,  that are open to  interpretation,  could have a
material effect on the Company's  results of operations.  Certain key accounting
policies  that may affect the  results of the  Company are the timing of revenue
recognition and sales incentives (including coupons, rebates and discounts); the
classification  of  advertising  expenses;  and the fact that all  research  and
development  expenses  are  expensed  as  incurred.  Note 1 to the  consolidated
financial  statements  describes  the  Company's  other  significant  accounting
policies.

REVENUE RECOGNITION

Sales are  recognized  at the time  ownership is  transferred  to the  customer.
Provisions  for  estimated  product  returns  are  accrued in the period of sale
recognition.

COUPONS, REBATES AND DISCOUNTS

In May 2000,  the Emerging  Issues Task Force  ("EITF")  issued EITF No.  00-14,
"Accounting for Coupons,  Rebates and Discounts"  that addressed  accounting for
sales  incentives.  The Task Force  concluded  that in accounting for cash sales
incentives  a  manufacturer  should  recognize  the  incentive as a reduction of
revenue  on the later date of the  manufacturer's  sale or the date the offer is
made to the public.  The reduction of revenues  should be measured  based on the
estimated  amount of  incentives to be claimed by the ultimate  customers.  This
pronouncement was adopted in the first quarter of fiscal 2001.

In August 2001, the EITF issued EITF No. 01-09,  "Accounting  for  Consideration
Given by a Vendor to a Customer or a Reseller  of the  Vendor's  Products"  that
codified and reconciled EITF No. 00-14, No. 00-22,  "Accounting for "Points" and
Certain Other Time-Based or Volume-Based  Sales Incentive Offers, and Offers for
Free Products or Services to be Delivered in the Future" and No. 00-25,  "Vendor
Income Statement  Characterization  of  Consideration  Paid to a Reseller of the
Vendor's  Products." EITF No. 01-09  addresses the accounting for  consideration
given  by  a  vendor  to  a  customer.   The  Task  Force  concluded  that  cash
consideration  (including a sales  incentive) given by a vendor to a customer is
presumed to be a reduction of the selling  prices of the vendor's  products and,
therefore,  should be characterized as a reduction of revenue when recognized in
the  vendor's   income   statement.   That   presumption  is  overcome  and  the
consideration  should be  characterized as a cost incurred if, and to the extent
that, a benefit is or will be received from the  recipient of the  consideration
that meets both of the following  conditions:  (1) The vendor receives,  or will
receive,  an  identifiable  benefit  (goods  or  services)  in  return  for  the
consideration.  The identified  benefit must be sufficiently  separable from the
recipient's  purchase of the vendor's  products  such that the vendor could have
entered into an exchange  transaction with a party other than a purchaser of its
products  in order to  receive  that  benefit;  (2) The  vendor  can  reasonably
estimate  the fair  value of the  benefit  identified.  This  pronouncement  was
adopted in the first quarter of 2002.

ADVERTISING

Advertising  costs  are  expensed  within  the  period  to  which  they  relate.
Advertising expense is made up of media advertising,  presented as part of sales
and marketing  expense;  co-operative  advertising,  which is accounted for as a
deduction from sales;  and free product,  which is accounted for as part of cost
of sales. Advertising costs incurred for the nine months periods ended September
30, 2002 and 2001 were  $2,270,183  and  $2,090,852,  respectively.  Included in

                                       18





prepaid expenses and other current assets was $241,875 and $419,000 at September
30, 2002 and December 31, 2001,  respectively,  relating to prepaid  advertising
and promotion expenses.

RESEARCH AND DEVELOPMENT

Research and  development  costs are charged to operations in the year incurred.
Expenditures for the nine-months  periods ended September 30, 2002 and 2001 were
$1,897,403 and $970,575, respectively. Principally, the increase of research and
development  costs in 2002 was due to  expenses  incurred as part of the product
research  costs  related  to  Quigley  Pharma and study  costs  associated  with
Cold-Eeze(R).   Quigley  Pharma  is  currently  involved  in  research  activity
following  patent  applications  that the Company has acquired and such research
and  development  costs relating to potential  products are expected to increase
significantly over time as product research and testing progresses.

Results of Operations
- ---------------------

Three months ended September 30, 2002 compared to three months ended  September
30, 2001
- --------------------------------------------------------------------------------

For the three months ended September 30, 2002, the Company reported  revenues of
$8,277,899  and a net loss of $500,395 as compared to revenues of $7,079,917 and
net income of $313,615,  for the  comparable  period ended  September  30, 2001.
Cold-Eeze(R)  sales were reduced by $761,552 due to more  stringent  controls on
inventory and ordering  frequencies being exercised by the Company's  customers.
Additionally, the third quarter activity relating to Cold-Eeze(R) can vary prior
to the peak cough/cold season.

Darius  International,  Inc.,  had revenues for the  three-months  periods ended
September  30,  2002 of  $4,309,662  with the  comparable  2001  revenues  being
$1,664,391.  These increased  revenues for the periods reflect  continued growth
for the Health and  Wellness  segment of the  Company  business  and follows the
Corporate  strategy  of  diversification  of products  and product  distribution
systems.

The  Skin-care  and Suncare  segment  reported a decrease in revenues of $67,216
between  the  periods,  reflecting  the  uncertainty  in the travel and  tourism
industry.

Cost  of  Sales  as  a  percentage  of  sales  before  co-operative  advertising
promotions  for the three months ended  September 30, 2002 was 53.8% compared to
48.6% for the  comparable  period ended  September  30,  2001.  The 2002 results
reflect  a  higher  cost  of  sales  due  to the  greater  proportion  of  sales
represented by Darius in 2002 (47.9% of  consolidated  2002 sales as compared to
23.2% of  consolidated  2001 sales).  The Darius cost of goods is  significantly
higher  relative  to  Cold-Eeze(R)  and  Caribbean  Pacific  products,   thereby
increasing the overall 2002 percentage.

For the three months ended  September 30, 2002,  total  operating  expenses were
$3,978,666  compared to $3,474,490 for the comparable period ended September 30,
2001. The 2002 expenditures  reflects  increased clinical trial costs associated
with Quigley Pharma of approximately $315,000 along with increased legal costs.

As compared to 2001, net loss for the three months ended  September 30, 2002 was
increased, due to costs associated with Quigley Pharma's ongoing clinical trials
and other studies and increased co-operative advertising activity with customers
in order to gain greater awareness of Cold-Eeze(R) in the marketplace.

During the three months ended September 30, 2002, the major  operating  expenses
of salaries,  brokerage  commissions,  promotion,  media advertising,  and legal
costs  accounted for $1,679,728  (42%) of total operating  costs.  These expense
categories for the comparable  period in 2001 accounted for $1,886,827  (54%) of
total operating  costs. The remaining items for the periods were of a semi-fixed
nature in that they do not strictly follow sales trends.

Nine months ended September 30, 2002 compared to nine months ended September 30,
2001
- --------------------------------------------------------------------------------

For the nine months ended September 30, 2002, the Company  reported  revenues of
$19,665,243  and a net loss of $3,651,383 as compared to revenues of $16,374,968
and a net loss of $769,737,  for the comparable period ended September 30, 2001.
Cold-Eeze(R)  sales were  reduced in 2002 due to a  slowdown  in demand  despite
increases in cough/cold illnesses.

During the period the Health and  Wellness  business  segment  had  revenues  of
$10,604,176 as compared to $4,025,370 for the same period 2001. This segment had
significant growth between the periods supporting the Company's  diversification

                                       19





strategy. Additionally, this segment contributed net income of $1,046,844 in the
nine-month period, mitigating the overall loss for the period.

The Sun-care and Skincare segment continues to be subject to the downturn in the
travel and leisure  industry that has been evident over the last twelve  months.
This business segment reported revenues in the nine month period ended September
30, 2002 of $1,643,898 and an operating loss of $299,268.

Cost  of  Sales  as  a  percentage  of  sales  before  co-operative  advertising
promotions  for the nine months ended  September 30, 2002 was 54.3%  compared to
45.3% for the  comparable  period ended  September  30,  2001.  The 2002 results
reflect  a  higher  cost  of  sales  due  to the  greater  proportion  of  sales
represented by Darius in 2002 (51% of consolidated 2002 sales as compared to 26%
of consolidated  2001 sales).  The Darius cost of goods is significantly  higher
relative to Cold-Eeze(R) and Caribbean Pacific products,  thereby increasing the
overall percentage.

For the nine months ended  September  30, 2002,  total  operating  expenses were
$12,237,818  compared to $10,540,868  for the comparable  period ended September
30, 2001. The 2002  expenditures  reflects  increased  research and  development
costs  associated  with Quigley  Pharma of  approximately  $763,000,  along with
additional   Cold-Eeze(R)   trial  and  study  costs   approximating   $165,000.
Comparative  operating  expenses were affected by reduced legal costs in 2002 of
approximately $330,000.

2002  administration  costs also  included a charge of $700,000  relating to the
granting  of  1,000,000  warrants  to  Forrester  Financial,  LLC in March  2002
providing for Forrester to act as a financial consultant to the Company.

Net loss for the nine months ended September 30, 2002 was negatively impacted by
the reduced net licensing fees that commenced during the second quarter of 2001,
increased  research and  development  costs in 2002  primarily  associated  with
Quigley  Pharma and other clinical  studies,  and fees in 2002  associated  with
consulting services.

During the nine months ended September 30, 2002, the major operating expenses of
salaries,  brokerage commissions,  promotion, media advertising, and legal costs
accounted  for  $6,926,180  (57%)  of  total  operating  costs.   These  expense
categories for the comparable  period in 2001 accounted for $6,575,205  (62%) of
total operating  costs. The remaining items for the periods were of a semi-fixed
nature in that they do not strictly follow sales trends.

Liquidity and Capital Resources
- -------------------------------

The total assets of the Company at September 30, 2002 and December 31, 2001 were
$25,242,221  and  $24,755,795,   respectively.   Working  capital  decreased  to
$18,537,907 from $18,625,819 during the period. The significant  movement within
total assets  represents the decrease in accounts  receivable of $181,800,  cash
and cash equivalents increased by $1,551,581, prepaid expenses and other current
assets decreased by $835,328 and inventory decreased by $161,556. From a working
capital perspective, accounts payable decreased by $65,284 and accrued royalties
and  sales  commissions   decreased  over  the  period  by  $113,229  while  the
advertising accrual decreased by $120,284.  Total cash balances at September 30,
2002 were  $11,292,421,  as compared to $9,740,840 at December 31, 2001. In June
2002, Forrester Financial,  LLC, exercised 500,000 warrants at an exercise price
of $6.50 per share,  resulting in cash  received by the Company in the amount of
$3,250,000.

The Company believes that its increased marketing efforts and national publicity
concerning the Cold-Eeze(R) products, the Company's manufacturing  availability,
newly  available  products,  growth in  international  sales  together  with its
current working capital should provide an internal source of capital to fund the
Company's  business   operations.   In  addition  to  anticipated  funding  from
operations,  the  Company  may raise  capital  through  the  issuance  of equity
securities to finance anticipated growth.

Notwithstanding previous period negative cash flows from operations,  management
believes  amounts  of cash on hand as  well  as  those  current  assets  readily
convertible  to  cash  will  provide   adequate   liquidity  to  support  future
operations.  Any challenge to the Company's  patent rights could have a material
adverse effect on future liquidity of the Company;  however,  the Company is not
aware of any condition that would make such an event probable.

Capital Expenditures
- --------------------

Since the  Company's  products  are  manufactured  by outside  sources,  capital
expenditures during the remainder of 2002 are not anticipated to be material.

                                       20





ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable

ITEM 4. CONTROLS AND PROCEDURES

Based on their  evaluation,  as of a date  within 90 days of the  filing of this
Form 10-Q, the Company's  Chief Executive  Officer and Chief  Financial  Officer
have concluded the Company's  disclosure  controls and procedures (as defined in
Rules  13a-14  and  15d-14  under  the  Securities  Exchange  Act of  1934)  are
effective.  There have been no  significant  changes in internal  controls or in
other factors that could  significantly  affect these controls subsequent to the
date of their  evaluation,  including  any  corrective  actions  with  regard to
significant deficiencies and material weaknesses.


                           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

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

     (1)  99.1    Certification  by the  Chief  Executive  Officer  pursuant  to
                  Section 906 of the Sarbanes-Oxley Act of 2002.

     (2)  99.2    Certification  by the  Chief  Financial  Officer  pursuant  to
                  Section 906 of the Sarbanes-Oxley Act of 2002.

(b) The Company reported under:

ITEM 5. OTHER EVENTS

        At its  Regular  Meeting  of the Board of  Directors  held on October 9,
        2002, the Corporation  accepted the  resignations of Charles A. Genuardi
        and Eric H. Kaytes as Directors of the Corporation,  and the resignation
        of Mr. Kaytes as Chief Information  Officer of the Corporation.  Each of
        Messrs.   Genuardi  and  Kaytes  advised  the  Corporation   that  their
        respective  resignations were for personal reasons. The Corporation will
        not fill the Board vacancy or the position of Chief Information  Officer
        created by Mr.  Kaytes'  resignation,  but will  immediately  search for
        qualified  candidates to replace Mr. Genuardi as an Outside  Director of
        the Corporation.

There were no other  Current  Reports on Form 8-K filed during the quarter ended
September 30, 2002.

                                       21




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.


                                          THE QUIGLEY CORPORATION



                                          By: /s/ George J. Longo
                                             ----------------------------------
                                             George J. Longo
                                             Vice President, Chief Financial Officer

Date: October 31, 2002

                                       22





                             THE QUIGLEY CORPORATION
                              a Nevada corporation
                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER

                            Section 302 Certification

I, Guy J. Quigley, certify that:

1.  I  have  reviewed  this  quarterly  report  on  Form  10-Q  of  The  Quigley
Corporation, a Nevada corporation (the "registrant");

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
quarterly report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

            a) designed such  disclosure  controls and procedures to ensure that
            material  information  relating  to the  registrant,  including  its
            consolidated  subsidiaries,  is made  known to us by  others  within
            those  entities,  particularly  during  the  period  in  which  this
            quarterly report is being prepared;

            b)  evaluated  the  effectiveness  of  the  registrant's  disclosure
            controls  and  procedures  as of a date  within 90 days prior to the
            filing date of this quarterly report (the "Evaluation Date"); and

            c)  presented in this  quarterly  report our  conclusions  about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

            a) all  significant  deficiencies  in the  design  or  operation  of
            internal  controls  which could  adversely  affect the  registrant's
            ability to record, process,  summarize and report financial data and
            have   identified  for  the   registrant's   auditors  any  material
            weaknesses in internal controls; and

            b) any fraud,  whether or not material,  that involves management or
            other  employees  who have a  significant  role in the  registrant's
            internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: October 31, 2002


                                        By: /s/ Guy J. Quigley
                                            ---------------------------------
                                            Guy J. Quigley
                                            Chief Executive Officer

                                       23






                             THE QUIGLEY CORPORATION
                              a Nevada corporation
                    CERTIFICATION OF CHIEF FINANCIAL OFFICER

                            Section 302 Certification

I, George J. Longo, certify that:

1.  I  have  reviewed  this  quarterly  report  on  Form  10-Q  of  The  Quigley
Corporation, a Nevada corporation (the "registrant");

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
quarterly report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

            a) designed such  disclosure  controls and procedures to ensure that
            material  information  relating  to the  registrant,  including  its
            consolidated  subsidiaries,  is made  known to us by  others  within
            those  entities,  particularly  during  the  period  in  which  this
            quarterly report is being prepared;

            b)  evaluated  the  effectiveness  of  the  registrant's  disclosure
            controls  and  procedures  as of a date  within 90 days prior to the
            filing date of this quarterly report (the "Evaluation Date"); and

            c)  presented in this  quarterly  report our  conclusions  about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

            a) all  significant  deficiencies  in the  design  or  operation  of
            internal  controls  which could  adversely  affect the  registrant's
            ability to record, process,  summarize and report financial data and
            have   identified  for  the   registrant's   auditors  any  material
            weaknesses in internal controls; and

            b) any fraud,  whether or not material,  that involves management or
            other  employees  who have a  significant  role in the  registrant's
            internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: October 31, 2002


                                           By: /s/ George J. Longo
                                               ---------------------------
                                               George J. Longo
                                               Chief Financial Officer

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