QUIGLEY CORP
10QSB, 1997-08-14
SUGAR & CONFECTIONERY PRODUCTS
Previous: ALLIED CAPITAL ADVISERS INC, 10-Q, 1997-08-14
Next: TRIKON TECHNOLOGIES INC, 10-Q, 1997-08-14




<PAGE>

                                 UNITED STATES

                      SECURITIES AND EXCHANGE COMMISSION

                             Washington, DC 20549

                                  FORM 10-QSB


[XX] QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR 15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

     For  the quarterly period ended June 30, 1997
                                     -------------

                                      or

[  ] 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 Identification No.)
 incorporation or organization) 

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

       Landmark Building, 10 South Clinton Street, Doylestown, PA 18901
       ----------------------------------------------------------------
              (Address of principle executive offices) (Zip Code)

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


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



Indicate by the 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. [XX] Yes [ ] No


APPLICABLE  ONLY  TO  CORPORATE   ISSUERS:   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 July 31, 1997  11,911,268,  all of one class of
$.0005 par value common stock.

<PAGE>

                               TABLE OF CONTENTS



                                                                      Page No. 

PART I - Financial information


Item 1.   Financial Statements                                          3-9

Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations                10-11



PART II - Other Information

Item 1.  Legal Proceedings                                             12

Item 2.           Changes in Securities                                12

Item 3.           Defaults Upon Senior Securities                      12

Item 4.           Submission of Matters to a
                  Vote of Security Holders                             12

Item 5.           Other Information                                    12

Item 6.           Exhibits and Reports on Form 8-K                     12

Signatures                                                             12

EDGAR          Exhibit 27




                                      -2-

<PAGE>
<TABLE>
<CAPTION>

                            THE QUIGLEY CORPORATION
                                 BALANCE SHEET


                                                       (Unaudited)
                                                      June 30, 1997
                                                      -------------
                          ASSETS
<S>                                                                       <C>

Current Assets:
      Cash and cash equivalents ................................   $ 6,568,043
      Accounts receivable, net .................................     1,443,840
      Inventory ................................................     7,366,650
      Prepaid income taxes .....................................       594,807
      Other current assets .....................................       451,641
                                                                    ----------
          TOTAL CURRENT ASSETS .................................    16,424,981
                                                                    ----------

EQUIPMENT - Less accumulated depreciation ......................       140,112
                                                                    ----------

OTHER ASSETS:
      Patent rights - Less accumulated amortization ............       432,357
      Deferred income taxes  (Note 4)  .........................     1,014,414
      Other assets .............................................       414,113
                                                                    ----------
           TOTAL OTHER ASSETS ..................................     1,860,884
                                                                    ----------

TOTAL ASSETS ...................................................   $18,425,977
                                                                    ==========

                     LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES:
      Accounts payable .........................................   $ 1,261,107
      Accrued payroll and payroll taxes ........................       630,076
      Accrued royalties and sales commissions ..................     1,158,532
      Accrued expenses .........................................     1,721,949
                                                                    ----------
           TOTAL CURRENT LIABILITIES ...........................     4,771,664
                                                                    ----------

OTHER NON-CURRENT LIABILITIES ..................................       919,701
                                                                    ----------

STOCKHOLDER'S EQUITY:
      Common Stock, $.0005 par value; authorized
          50,000,000; issued 12,223,130;
          outstanding 11,736,268 shares (Note 2) ...............         6,112
      Additional paid-in capital ...............................     7,473,446
      Retained earnings ........................................     6,695,412
      Less: Treasury stock, 486,862 shares at cost (Notes 2&3)..    (1,145,358)
               Stock subscription receivable (Note 2) ..........      (295,000)
                                                                    ----------
           TOTAL STOCKHOLDER'S EQUITY ..........................    12,734,612
                                                                    ----------


TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY  ...................   $ 18,425,977
                                                                    ==========


                See accompanying notes to financial statements


                                      -3-

</TABLE>
<PAGE>



                            THE QUIGLEY CORPORATION
                           STATEMENTS OF OPERATIONS
                                  (Unaudited)
<TABLE>
<CAPTION>

                                      Three months ended       Six months ended
                              June 30,     June 30,      June 30,       June 30,
                                 1997         1996          1997          1996
                            ----------   -----------   -----------   ----------
<S>                            <C>             <C>            <C>            <C>

NET SALES ................  $4,083,736   $   69,496   $26,265,742   $   174,928
                            ----------   -----------   -----------   ----------

COST OF SALES ............   1,225,374       20,953     8,114,196        53,852
                            ----------   ----------   -----------    ----------

GROSS PROFIT .............   2,858,362       48,543    18,151,546       121,076
                            ----------   ----------   -----------    ----------


OPERATING EXPENSES:
   Sales and marketing ...     435,099       40,427     2,921,223        82,564
   Administration ........     646,429      103,278     2,546,003       210,964
                            ----------   ----------   -----------    ----------


TOTAL OPERATING EXPENSES .   1,081,528      143,705     5,467,226       293,528
                            ----------   ----------   -----------    ----------

INCOME BEFORE TAXES ......   1,776,834      (95,162)   12,684,320      (172,452)
                            ----------   -----------  -----------    ----------

INCOME TAXES (Note 4).....     719,469         --       5,137,150          --
                            ----------   -----------  -----------   -----------

NET INCOME .............. $  1,057,365   ($  95,162)  $ 7,547,170   ($  172,452)
                          ============    ==========  ===========    ==========


Earnings per common share:

   Primary
     (Notes 2 & 3)               $.07         ($.01)         $.47         ($.02)
                          ============    ==========  ===========   ===========

   Fully diluted 
     (Notes 2 & 3)               $.07         ($.01)         $.47         ($.02)
                          ============    ==========  ===========   ===========


Weighted average common shares outstanding:

   Primary
     (Notes 2 & 3)         15,825,852     8,377,532    16,199,522     8,397,050

   Fully diluted
     (Notes 2 & 3)         15,825,852     8,377,532    16,199,522     8,397,050





See accompanying notes to financial statements

                                      -4- 


<PAGE>

                            THE QUIGLEY CORPORATION
                           STATEMENTS OF CASH FLOWS
                                  (Unaudited)

<S>                                                          <C>          <C>

                                                             Six months ended
                                                        June 30,       June 30,
                                                          1997           1996
                                                        -------        -------

OPERATING ACTIVITIES:
   Net income (loss) ....... .......................   $ 7,547,170    ($172,452)
                                                       -----------    ---------
   Adjustments to reconcile net income (loss)
    to net cash  used by operating activities:
      Depreciation and amortization ................        69,027         --
      Deferred income taxes ........................      (298,589)        --
      (Increase) decrease in assets:
           Accounts receivable .....................       756,984      120,779
           Prepaid income taxes ....................      (594,807)        --
           Inventory ...............................    (7,065,918)      13,854
           Other current assets ....................      (441,784)         506
      Increase (decrease) in liabilities:
           Accounts payable ........................     1,129,310      (28,468)
           Accrued payroll and payroll taxes .......       630,076         --
           Accrued royalties and sales commissions..       527,887         --
           Accrued expenses ........................     1,602,598       (2,445)
           Accrued income taxes ....................      (622,318)        --
           Other non-current liabilities ...........       509,000         --
                                                       -----------    ---------
                Total adjustments ..................    (3,798,534)     104,226
                                                       -----------    ---------

      NET CASH PROVIDED BY OPERATING ACTIVITIES .....    3,748,636      (68,226)
                                                       -----------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures .............................       (78,516)     (1,333)
   Patent rights and other assets ...................       (15,515)        (24)
                                                        -----------   ---------

      NET CASH FLOWS FROM INVESTING ACTIVITIES ......       (94,031)     (1,357)
                                                        -----------   ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Common stock issued from exercise of options 
     and warrants ...................................        60,850        --
   Common stock issued from sale of stock ...........        76,007      77,980
   Due from attorney's escrow account ...............       260,000        --
   Stock subscription receivable ....................        60,608      (2,214)
                                                        -----------   ---------

      NET CASH FLOWS FROM FINANCING ACTIVITIES ......       457,465      75,766
                                                        -----------   ---------

         NET INCREASE (DECREASE) IN CASH ............     4,112,070       6,183

CASH  AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ...     2,455,973      79,612
                                                        -----------   ---------

CASH AND CASH EQUIVALENTS AT END OF PERIOD ..........   $ 6,568,043   $  85,795
                                                        ===========   =========

See accompanying notes to financial statements


                                      -5-
<PAGE>


                            THE QUIGLEY CORPORATION
                     STATEMENTS OF CASH FLOWS (continued)
                                  (Unaudited)

                                                             Six months ended
                                                        June 30,       June 30,
                                                          1997           1996
                                                        -------        -------

Supplemental disclosure of cash flow information


   Non cash investing and financing activities:      

   Capital expenditures                                   $7,905         -----
   Patent rights and other assets                       $615,701         -----
   Common stock issued for services performed         $1,358,263         -----
   Treasury stock cost                                $1,145,358         -----



















See accompanying notes to financial statements


                                      -6-
</TABLE>
<PAGE>

                            THE QUIGLEY CORPORATION
                         NOTES TO FINANCIAL STATEMENTS


NOTE 1 - ORGANIZATION AND GENERAL

The Quigley Corporation (the "Company"), organized under the laws of the state
of  Nevada,  is  primarily  engaged  in the  development,  manufacturing,  and
marketing of  homeopathic  cold  remedies.  The products  developed  are being
offered to the general public through  distributors,  brokers, mail order, and
is  regularly  featured on the QVC Cable TV shopping  network.  For the fiscal
periods presented, and for the immediate future, the Company plans to continue
concentrating   its  efforts  in  the  promotion  of  its  major   proprietary
"Cold-Eeze(R)"  and Cold-Eezer Plus products.  These products are based upon a
proprietary zinc gluconate glycine formula which in a clinical study conducted
by The Cleveland Clinic, has been shown to reduce the severity and duration of
the common cold symptoms. This product is covered by patents registered in the
United States,  United Kingdom,  Sweden,  France,  Italy, Canada,  Germany and
pending in Japan.  Research is continuing on this product in order to maximize
its full potential use for the general public.

On July 15,  1996,  results  of this  study  were  published  in the Annals of
Internal  Medicine  -  Vol.  125  No  2,  of  a  new  randomized  double-blind
placebo-controlled  study of the  common  cold,  which  had  commenced  at the
Cleveland Clinic  Foundation,  on October 3, 1994. This study had results that
indicated a 42%  reduction  in the  duration  and  severity of the common cold
symptoms.

The Company has exclusive worldwide representation,  manufacturing,  marketing
and distribution  rights for the zinc gluconate  glycine lozenge  formulation,
known as  "Cold-Eeze(R)",  which is  patented  in the  United  States,  United
Kingdon,  Sweden,  France,  Italy, Canada,  Germany, and pending in Japan. The
goal of the Company is to have consumers worldwide make  "Cold-Eeze(R)"  their
preferred choice for relief from the common cold.

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 which 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 a various  range and size of suppliers in the cold
remedy products arena. Cold-Eeze(R) which has been clinically proven to reduce
the duration and severity of the common cold  symptoms,  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 our
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 Balance Sheet as of June 30, 1997,  the  Statements of Operations  for the
three and six months  periods ended June 30, 1997 and 1996, and the Statements
of Cash Flows for the six months  periods  ended June 30, 1997 and 1996,  have
been prepared  without audit.  In the opinion of management,  all  adjustments
necessary to present fairly the financial position,  results of operations and
cash flows,  for the periods  indicated,  have been made. All adjustments made
were of a normal recurring nature.

Certain  information and footnote  disclosures  normally included in financial
statements   prepared  in  accordance  with  generally   accepted   accounting
principles,  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  September  30,  1996,  in the
Company's Form 10-KSB/A,  and the transition  quarter ended December 31, 1996,
in the Company's Form 10-QSB.  The transition  quarter  reflects the Company's
change from a fiscal year end of September  30, to a calendar year end, and is
reflective  of the first  quarter  results  since the release of The Cleveland
Clinic Study in July 1996.

                                      -7-

<PAGE>

NOTE 2 - TRANSACTIONS AFFECTING STOCKHOLDER'S EQUITY

On January 15,  1997,  the  Company  split its common  stock on a  two-for-one
basis.  Therefore,  all share  data such as, par  value,  earnings  per share,
options  and  warrants  exercised,   cash  received  or  to  be  received  for
outstanding options and warrants are all on a post-split basis.

From January 1, 1997 to June 30, 1997, there were 85,000 shares issued through
the exercise of stock  options and warrants of the Company,  shares  numbering
17,884 were issued for cash payment, 264,120 were issued for services rendered
to the Company,  and 729,928  shares were returned to the Company to be placed
in treasury. The difference between the option payment price and cash received
or fair market  value for  services  rendered,  resulted in an increase to the
additional paid-in-capital of the Company.

At June 30,  1997,  there  were a total of  5,935,000  of  unexercised  issued
options and warrants of the Company's stock.

Of the shares  issued  through  the  exercise of stock  options and  warrants,
monies in the amount of $295,000 still owed to the Company,  are classified as
a contra account in stockholder's equity.

On October 1, 1996, the Company  entered into an agreement with Sands Brothers
& Co., Ltd,  ("Sands") to assist the Company raise  additional  capital and to
provide other investment  banking services.  For this service,  Sands received
800,000 warrants at an exercise price of $1.75.  Subsequently,  this contract,
was modified in November 1996, and stipulated Sands had the conditional  right
to purchase,  at $10 per share,  200,000  shares of the Company's  stock,  for
every million dollars they identify for the Company in a private  placement of
the Company's  Stock  pursuant to  Regulation D. The Company  desired that the
private  placement was not to exceed $10 million.  During the first quarter of
1997,  the  Company  decided  not to  pursue  a  private  placement  offering.
Therefore,  the aforementioned possible additional warrants for Sands will not
materialize.

However, in order to terminate this arrangement with Sands, the Company issued
to Sands 350,000  additional  warrants to purchase the Company's  stock at $10
per share.  Accordingly,  a  provision  for loss of $700,000 ($417,000  net of
taxes) for a total of 1,150,000  warrants issued to Sands,  and other expenses
expected to be incurred, was charged against earnings.

Also,  the  Company  terminated  a contract  with a  consulting  firm that was
previously issued 350,000 options to purchase the Company's stock. A provision
of $91,000 ($54,000 net of taxes), was also charged against earnings

On March 27,  1997,  the  Company  received a net return to  treasury  486,862
shares of its stock because of a favorable  ruling from  litigation  commenced
against  Nutritional  Foods,  Ltd.  ("NFL").  The total shares  recovered  was
729,928. As payment for legal services,  243,066 restricted shares were issued
on March  27,  1997  with a  discounted  market  value  for  these  shares  of
$1,145,358.  This  discounted  value then became the cost of the net  treasury
stock ($2.35 per share) returned to the Company.

NOTE 3 - EARNINGS PER SHARE

Earnings  and net loss per share is based on the  weighted  average  number of
common shares outstanding during the three months and six months periods ended
June 30, 1997 and 1996.  Using the modified  treasury stock method,  increased
the weighted average number of common shares  outstanding for the period ended
June 30,  1997 by  4,310,723  shares,  or a total  number of  weighted  shares
outstanding  of  16,199,522.  During the period ended June 30, 1996, no effect
has been given to  unexercised  stock  options or warrants  because the effect
would be antidilutive.

In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings per Share", which simplifies
the  calculation  of basic EPS and  diluted  EPS.  The  effective  date is for
accounting  periods ending after December 15, 1997, with restatement for prior
periods presented after December 15, 1997.


                                      -8-

<PAGE>


NOTE 4 - INCOME TAXES

Income taxes  includes  both deferred and currently  payable  taxes.  Deferred
income taxes result from  temporary  differences  which consist of a different
tax base for  assets  and  liabilities  than  their  reported  amounts  in the
financial   statements.   The  deferred  tax  asset  of  $1,014,414   consists
principally  of future tax deductions  from the issuance of options,  warrants
and restricted  stock.  For the three months and six months periods ended June
30, 1997 an effective tax rate is provided for deferred and currently  payable
taxes at 40.5%. Since the Company was in a Net Operating Loss position at June
30, 1996, no taxes were provided for payment or recovery.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

The  Company  maintains  certain  royalty  agreements  with the  founders  and
developers, licensors, and consultants for the Cold-Eeze(R) product. The gross
royalty is 13% of sales collected  before certain  deductions.  Representative
Agreements are in place for several Brokers and Distributors,  both Nationally
and Internationally. These agreements are sales performance based. In addition
the Company has also issued  incentive  common stock  purchase  options to its
Brokers, Distributors and Representatives.  Additionally, there are employment
agreements  in place with certain  officers of the Company that expire in 2005
or  earlier,  and  provide  for among  other  things,  a minimum  annual  base
compensation.

On March 17, 1997,  an agreement  with the  manufacturer  of the  Cold-Eeze(R)
product for the Company was  entered for a period of three  years.  Also,  the
Company has contractual commitments for advertising amounting to approximately
$2,600,000.

The  Company is involved in certain  legal  actions and claims  arising in the
ordinary course of business.  It is the opinion of management (based on advice
of legal  counsel) that such  litigation  and claims will be resolved  without
material effect on the Company's financial  position.  Included in the results
of operations for the period ended June 30, 1997, are provisions for estimated
costs to litigate the settlement of certain  agreements and  infringements  of
the Company's proprietary Cold-Eeze(R) product by certain competitors.


NOTE 6 - OTHER MATTERS

On  January  2,  1997,  the  Board of  Directors  approved  the  change of the
Company's  fiscal year from  September 30 to December 31 to reflect the fiscal
year which has been  generally  adopted by the  pharmaceutical  industry.  The
audited  statements for the transition  period October 1, 1996 to December 31,
1996,  will be audited by Nachum  Blumenfrucht,  CPA, and filed by the Company
within Form 10-KSB for the calendar year ended December 31, 1997.

On January 29, 1997, the Company  engaged the  independent  accounting firm of
Coopers & Lybrand L.L.P. to audit the Company's  financial  statements for the
calendar year 1997.  The  replacement of the previous  certifying  accountant,
Nachum  Blumenfrucht,  CPA,  was made by approval of the Board of Directors of
the Company and with agreement of Mr. Blumenfrucht. This change was due to the
dramatic expansion of business operations  undertaken by the Company since the
close of the prior  fiscal  year.  There have been no  disagreements  with the
former  accountant  on any  matter  of  accounting  principles  or  practices,
financial  statement  disclosure,  or  auditing  scope of  procedure,  nor any
reportable event required to be disclosed.


                                      -9-
<PAGE>

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

After  extensive   research  and  development,   coupled  with  consumer  test
marketing, the Company launched its products into the marketplace on a limited
basis on October 1,  1994.  The  Company's  major  product,"Cold-Eeze(R)",  is
designed for the commercial  marketplace of Health Food Stores, Drug and Chain
Stores  and   Supermarkets.   Upon   completion   of  a  second   double-blind
placebo-controlled study at the Cleveland Clinic Foundation, which proved that
Cold-Eeze(R), utilizing 13.3mg of zinc gluconate glycine, reduced the duration
and  severity of the common  cold  symptoms by 42%.  These  results  were then
peer-published in The Annals Of Internal Medicine. This study also confirmed a
previous  Cold-Eeze(R)  study conducted at the Dartmouth  College Cold Clinic,
which was peer-published in the Journal Of International Medical Research. The
Dartmouth study, using a 23mg zinc gluconate glycine lozenge, also resulted in
a 42% reduction in the duration and severity of the common cold symptoms.

In keeping  with  Homeopathy  "less is more",  the company has  completed  the
process of a homeopathic  proving on zinc gluconate (the active  ingredient of
our cold therapy).

Zinc  gluconate  now has a  homeopathic  drug  proving  and a  clinical  trial
demonstrating  its  effectiveness.  A  monograph  has been  filed  with  HPCUS
(Homeopathic  Pharmacopoeia  Convention  of the  United  States)  and has been
approved by the HPUS  preliminary  committee,  the Pharmacy  committee and the
HPUS  Board  of  Directors.   Zinc   gluconate,   the  active   ingredient  of
Cold-Eeze(R), will now be included in the HPUS pharmacopoeia.

Cold-Eeze  is  currently  distributed,   but  not  limited  to  the  following
distribution outlets,  Chain Stores and/or Distributors  Including:  McKesson,
Zee Medical,  Foxmeyer, F. Dohman Company, Bergen Brunswick,  Amerisource,  US
Health Distributors,  Cardinal Health,  Walgreen's,  Eckerd,  Revco,  RiteAid,
Thrift Drug , CVS, Albertsons,  Kmart, Osco/Savon , American Stores, H.E. Butt
and other smaller chains and independent  outlets.  Cold-Eezer Plus, continues
to be sold successfully in the alternative marketplace of doctor's offices and
the home shopping channel QVC.

The Company has created an information web site, which can be visited by using
the  following  address:  http://www.quigleyco.com  - The  Company can also be
E-mailed at: [email protected].


RESULTS OF OPERATIONS

Prior to the release of the  Cleveland  Clinic  Study in July 1996,  financial
information  previously  reported  does not really  compare  to the  financial
relationships  that are present in the three and six months periods ended June
30, 1997.  Also, it is expected that the Company will  experience  significant
continued  overall  growth  for the  calendar  year 1997.  However,  since the
primary cold season is from September to March,  the Company's  normal revenue
cycle will have significant revenue reductions in the second quarter, and to a
lessor  extent,  in the third  quarter,  as compared with the first and fourth
quarters of the year.

For the three and six months periods ended June 30, 1997, the Company reported
revenues of $4,083,736  and  $26,265,742,  and a net income of $1,057,365  and
$7,547,170 as compared with revenues of $69,496 and $174,928 and a net loss of
($95,162) and ($172,452) for the comparable  periods ended June 30, 1996. This
substantial   increase  in  revenue  and  profits  is  primarily  due  to  the
publication of a recent clinical trial study in a medical journal, proving the
effectiveness  of  Cold-Eeze(R)  as  a  remedy  for  the  common  cold.  Also,
contributing to this substantial increase was the Company's national marketing
program, national exposure in the media, such as the ABC network news program,
"20/20",  in January 1997, and the substantial  increase in the  manufacturing
availability for the product during this period, which is also planned for the
remainder of 1997.


                                     -10-
<PAGE>


ITEM 2: RESULTS OF OPERATIONS (continued)


The current  gross profit rate of 70.0% and 69.1% for the three and six months
periods  ended  June 30,  1997,  should  remain as a relative  constant  going
forward,  especially for the immediate future. This is comparable to the 69.9%
and 69.2% gross profit rate for the comparable periods ended June 30, 1996.

Operating  expenses,  such  as  delivery,  brokerage  commissions,  promotion,
advertising and legal costs, increased significantly over the prior comparable
period due to the national  marketing  efforts and the relationship of revenue
dollar volume increases of the Cold-Eeze(R) product.  These expenses accounted
for  approximately  $651,881 and  $3,081,831 of the total  operating  costs of
$1,081,528  and $5,467,226 for the three and six months periods ended June 30,
1997 as compared to total  operating  costs of $143,705  and  $293,528 for the
prior comparable three and six months periods. Accordingly, until other income
tax  strategies  currently  being reviewed are  implemented in the future,  an
effective tax rate for the Company should approximate 40.5%.

Although the Company expects that sales levels will be highest during the peak
cold season from September through March, new marketing plans are under way as
well as negotiating sales distribution agreements for the Southern Hemisphere,
which has a cold season that is opposite of North America,  to help counteract
the current seasonality for the product.

Total assets of $18,425,977,  working capital of $11,653,317 and shareholder's
equity of $12,734,612 at June 30, 1997, increased  dramatically as compared to
$6,281,184, $3,723,275 and $4,777,073, respectively at December 31, 1996. This
occurred  primarily  from  significant  sales and net income volume  increases
which thereby  increased  cash and cash  equivalents  $4,112,070,  inventories
$7,065,918,  accounts  payable  and other  accrued  expenses  $3,889,871.  The
occurrence of common stock related transactions, as compared to the comparable
reporting  period,  totaling  $670,369 also  contributed  to the balance sheet
increases.

The management of the Company currently believes that the expected significant
increases in revenues,  and related  profits  generated,  for the remainder of
1997,  should  provide an  internal  source of  capital to fund the  Company's
business operations,  and as needed, short term funding with commercial banks.
Also, management is not aware of any trend, events or uncertainties that have,
or are reasonably likely, or expected to have, a material negative impact upon
the Company's short term or long term liquidity.


                                     -11-

<PAGE>



                          PART II - Other Information


Item 1.   Legal proceedings                                      None

Item 2.   Changes in securities                                  None

Item 3.   Defaults upon senior securities                        None

Item 4.   Submission of matters to a vote of security holders:

          On March  21,  1997,  the  Company  held  its  annual  meeting  with
          12,119,192 shares of Common Stock, par value $.0005,  being eligible
          to vote.  The presence of a quorum was reached and the reelection of
          the current Board of Directors and the election of Coopers & Lybrand
          L.L.P.  as  independent  auditors  for the  calendar  year  1997 was
          approved.

Item 5.   Other information:

          As of July 7, 1997, the Company began trading on the NASDAQ SmallCap
          Market,  with its trading symbol  remaining  "QGLY".  As part of the
          listing  process,  NASDAQ  requested  and  received  a review of the
          Company's unaudited March 31, 1997 quarterly financial statements by
          Coopers & Lybrand L.L.P., the Company's newly-appointed  independent
          auditors.

Item 6.   Exhibits and reports on Form 8-K
          a) Form  8-K was  filed on  February  4,  1997  covering  all  items
          specified in Note 6 to the Company's financial statements



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: August 14, 1997




                                     -12-

<TABLE> <S> <C>


       
<S>                                          <C>


<ARTICLE>                                    5
<CIK>                                        0000868278                        
<NAME>                                       E.H.Kaytes          
<MULTIPLIER>                                   1
<CURRENCY>                                     US.Dollars
<PERIOD-TYPE>                                6-MOS
<FISCAL-YEAR-END>                            Dec-31-1997
<PERIOD-START>                               Jan-01-1997
<PERIOD-END>                                 Jun-30-1997
<EXCHANGE-RATE>                              1
<CASH>                                       6,568,043    
<SECURITIES>                                 0 
<RECEIVABLES>                                1,721,808 
<ALLOWANCES>                                 277,968   
<INVENTORY>                                  7,366,650
<CURRENT-ASSETS>                             16,424,981 
<PP&E>                                       140,112
<DEPRECIATION>                               12,908     
<TOTAL-ASSETS>                               18,425,977
<CURRENT-LIABILITIES>                        4,771,664 
<BONDS>                                      0 
                        0 
                                  0 
<COMMON>                                     6,112
<OTHER-SE>                                   12,728,500 
<TOTAL-LIABILITY-AND-EQUITY>                 18,425,977 
<SALES>                                      26,265,742 
<TOTAL-REVENUES>                             26,265,742 
<CGS>                                        8,114,196 
<TOTAL-COSTS>                                13,581,422
<OTHER-EXPENSES>                             0 
<LOSS-PROVISION>                             0 
<INTEREST-EXPENSE>                           0 
<INCOME-PRETAX>                              12,684,320 
<INCOME-TAX>                                 5,137,150 
<INCOME-CONTINUING>                          7,547,170 
<DISCONTINUED>                               0 
<EXTRAORDINARY>                              0 
<CHANGES>                                    0 
<NET-INCOME>                                 7,547,170 
<EPS-PRIMARY>                                .47 
<EPS-DILUTED>                                .47 
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission