QUIGLEY CORP
10-Q, 2000-05-04
SUGAR & CONFECTIONERY PRODUCTS
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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 March 31, 2000
                 ---------------------------------------------

                                      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                    (IRS Employer
 of 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 April
15, 2000, was 10,349,731 all of one class of $.0005 par value Common Stock.


<PAGE>





                               TABLE OF CONTENTS
                                                                      Page No.

              PART I - Financial information

Item 1.    Consolidated Financial Statements                            3-9

Item 2.    Management's Discussion and Analysis of
           Financial Condition and Results of Operations               10-12

Item 3.    Quantitative and Qualitative Disclosure About
           Market Risk                                                  12



                          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                                                              13

EDGAR      Exhibit 27                                                   14















                                     -2-


<PAGE>

<TABLE>
<CAPTION>

                            THE QUIGLEY CORPORATION

                          CONSOLIDATED BALANCE SHEETS

                                    ASSETS                                March 31, 2000  December 31, 1999
                                                                            (unaudited)
                                                                          --------------  -----------------
<S>                                                                         <C>             <C>

CURRENT ASSETS:

          Cash and cash equivalents .....................................   $ 12,106,089    $ 13,990,475
          Accounts receivable (less doubtful accounts
             of $408,865 and $239,065)  ..................................     2,233,256       6,639,687
          Inventory .....................................................      6,017,782       6,170,005
          Prepaid income taxes ..........................................      2,485,247       2,485,247
          Prepaid expenses and other current assets .....................      1,452,729       1,390,702
                                                                            ------------    ------------
              TOTAL CURRENT ASSETS ......................................     24,295,103      30,676,116
                                                                            ------------    ------------

PROPERTY, PLANT AND EQUIPMENT - net .....................................      1,967,232       1,943,313
                                                                            ------------    ------------

OTHER ASSETS:

          Patent rights - Less accumulated amortization .................        175,522         197,463
          Other assets ..................................................        329,400         454,164
                                                                            ------------    ------------
               TOTAL OTHER ASSETS .......................................        504,922         651,627
                                                                            ------------    ------------

TOTAL ASSETS ............................................................   $ 26,767,257    $ 33,271,056
                                                                            ============    ============


                                     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

          Accounts payable ..............................................   $    312,691    $    395,778
          Accrued royalties and sales commissions .......................      1,078,143       1,722,715
          Accrued advertising ...........................................      2,752,528       4,523,901
          Accrued freight ...............................................         90,560         104,263
          Other current liabilities .....................................        241,164         308,790
                                                                            ------------    ------------
               TOTAL CURRENT LIABILITIES ................................      4,475,086       7,055,447
                                                                            ------------    ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:

          Common stock, $.0005 par value; authorized 50,000,000;
              Issued: 14,831,384 shares .................................          7,415           7,415
          Additional paid-in-capital ....................................     28,807,108      28,807,108
          Retained earnings .............................................     18,522,232      22,445,670
          Less: Treasury stock, 4,481,653 shares, at cost ...............    (25,044,584)    (25,044,584)
                                                                            ------------    ------------
               TOTAL STOCKHOLDERS' EQUITY ...............................     22,292,171      26,215,609
                                                                            ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ..............................   $ 26,767,257    $ 33,271,056
                                                                            ============    ============


</TABLE>


                See accompanying notes to financial statements


                                      -3-

<PAGE>

<TABLE>
<CAPTION>


                            THE QUIGLEY CORPORATION
                       CONSOLIDATED STATEMENTS OF INCOME

                                  (Unaudited)




                                 Three Months Ended    Three Months Ended
                                    March 31, 2000        March 31, 1999
                                 ------------------    -------------------

<S>     <C>    <C>
NET SALES ........................   $  6,614,786         $  6,136,902
                                     ------------         ------------

COST OF SALES ....................      2,274,928            2,052,650
                                     ------------         ------------

GROSS PROFIT .....................      4,339,858            4,084,252
                                     ------------         ------------


OPERATING EXPENSES:

      Sales and marketing ........      6,679,656            6,011,413
      Administration .............      1,758,799            1,470,864
                                     ------------         ------------
TOTAL OPERATING EXPENSES .........      8,438,455            7,482,277
                                     ------------         ------------

LOSS  FROM OPERATIONS ............     (4,098,597)          (3,398,025)

INTEREST and OTHER INCOME ........        175,159              356,689
                                     ------------         ------------

LOSS BEFORE TAXES ................     (3,923,438)          (3,041,336)
                                      ------------        ------------

INCOME TAX BENEFIT ...............          --              (1,186,122)
                                      ------------         ------------

NET LOSS .........................   ($ 3,923,438)        ($ 1,855,214)
                                      ============         ============


Loss per common share:

      Basic ......................   ($      0.38)        ($      0.15)
                                      ============         ============

      Diluted ....................   ($      0.38)        ($      0.15)
                                      ============         ============

Weighted average common shares

     Basic .......................     10,349,731           12,279,450
                                      ============         ============

     Diluted .....................     10,349,731           12,279,450
                                      ============         ============




</TABLE>




                See accompanying notes to financial statements


                                      -4-

<PAGE>


<TABLE>
<CAPTION>



                            THE QUIGLEY CORPORATION

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                  (Unaudited)

                                                                     Three Months Ended

                                                                March 31, 2000 March 31, 1999
                                                                -------------   ------------

<S>                                                             <C>             <C>
NET CASH FLOWS FROM OPERATING ACTIVITIES ....................   ($ 1,807,434)   $    942,827
                                                                ------------    ------------

CASH FLOWS USED IN INVESTING ACTIVITIES:

   Capital expenditures .....................................        (76,952)        (24,278)
   Patent rights and other assets ...........................           --           (33,030)
                                                                ------------    ------------

   NET CASH FLOWS USED IN INVESTING ACTIVITIES ..............        (76,952)        (57,308)
                                                                ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES:

   Tax benefits from stock options, warrants and common stock           --           250,808
   Proceeds from exercises of options and warrants ..........           --           375,000
   Repurchase of Common stock ...............................           --        (6,150,258)
                                                                ------------    ------------
   NET CASH FLOWS FROM FINANCING ACTIVITIES .................           --        (5,524,450)
                                                                ------------    ------------

   NET DECREASE IN CASH .....................................     (1,884,386)     (4,638,931)

CASH & CASH EQUIVALENTS, BEGINNING OF PERIOD ................     13,990,475      28,331,765
                                                                ------------    ------------

CASH & CASH EQUIVALENTS, END OF PERIOD ......................   $ 12,106,089    $ 23,692,834
                                                                ============    ============


</TABLE>


                See accompanying notes to financial statements


                                      -5-

<PAGE>


                            THE QUIGLEY CORPORATION

                         NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATIONAL 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 health  products  that include  homeopathic  cold  remedies.  The
products  developed  are being offered to the general  public.  For the fiscal
periods  presented,   the  Company's   proprietary   "Cold-Eeze(R)"   products
contribute the majority of revenues and profits.

In the last 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) and a dietary supplement product.

Cold-Eeze(R)  products are based upon a  proprietary  zinc  gluconate  glycine
formula  which,  in two  double  blind  studies  have been shown to reduce the
severity and duration of common cold  symptoms by nearly half.  The results of
the latest randomized double-blind placebo-controlled study of the common cold
were  published  in 1996 in the Annals of Internal  Medicine - Vol.  125 No 2.
Research is continuing on this product in order to maximize its full potential
use by the general public.

The  Company  has  an  exclusive   agreement  for  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 Kingdom,  Sweden,  France,  Italy, Canada,  Germany, and
pending in Japan. In 1996, the Company also acquired  exclusive  license for a
United  States  zinc  gluconate  use patent  number RI 33,465  from the patent
holder. This use patent gives the Company exclusive rights to both the use and
formulation  patents on zinc  gluconate for reducing the duration and severity
of common cold symptoms.

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.  During 1998,
the Company commenced  international sales to Canada and the Peoples' Republic
of China.

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

Different   manufacturing   sources  are  used  for  the   production  of  the
Cold-Eeze(R)  bubble  gum and  sugarfree  products  and the same  manufacturer
produces the Cold-Eeze(R) lozenge and Bodymate(TM)  products. In addition, the
lozenge and Bodymate(TM)  manufacturer commenced manufacturing exclusively for
the Company in 1997.



                                      -6-

<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The  consolidated  Balance  Sheet  as at  March  31,  2000,  the  consolidated
Statements  of Income for the three  month  periods  ended  March 31, 2000 and
1999,  and the  consolidated  Statements  of Cash  Flows for the  three  month
periods ended March 31, 2000 and 1999,  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.  All
adjustments made were of a normal recurring nature.

The  consolidated  financial  statements  include the  accounts of The Quigley
Corporation and Darius International Inc. a new wholly-owned  subsidiary which
was formed in January 2000 to implement  alternative  methods of marketing and
distribution   for  existing  and  new  product   lines.   All   inter-company
transactions and balances have been eliminated.

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  December  31,  1999,  in the
Company's Form 10-K.

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.

The Company currently uses three separate suppliers to produce Cold-Eeze(R) in
lozenge,  bubble gum, and sugar free tablet form. The Bodymate(TM) product and
the Cold-Eeze(R)  lozenge are manufactured by a third party  manufacturer that
produces  exclusively  for the  Company.  Substantially  all of the  Company's
revenues are currently  generated  from the sale of the  Cold-Eeze(R)  lozenge
product.  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.

Business Segments and Related Information

Statement of Financial Accounting Standard ("SFAS") No. 131, "Disclosure about
Segments of an Enterprise and Related Information,"  requires public companies
to report certain  information about operating segments within their financial
statements.  The Company had international sales in 2000 to date and 1999, the
resulting revenues relating to which are not considered  material.  During the
remainder of 2000, the Company expects further  international  activities that
may require additional  disclosures in compliance with the requirements of the
Standard.

NOTE 3 - TRANSACTIONS AFFECTING STOCKHOLDERS' EQUITY

Since the inception of the stock  buy-back  program in January 1998, the Board
subsequently  increased  the  authorization  on  four  occasions,  for a total
authorized  buy-back of 4,000,000 shares or approximately  30% 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,
3,994,791  shares have been repurchased at a cost of $23,899,226 or an average
cost of $5.98 per share. There were no buy-backs during the first three months
of 2000.



                                      -7-
<PAGE>


At March 31, 2000,  there were  4,272,400  unexercised  and vested options and
warrants of the  Company's  stock  available  for exercise  with an additional
100,000 options awarded which are subject to vesting requirements.

NOTE 4 - INCOME TAXES

Certain  exercises of options and warrants,  and  restricted  stock issued for
services  that  became  unrestricted  during  various  periods,   resulted  in
reductions  to  taxes  currently  payable  and  a  corresponding  increase  to
additional-paid-in-capital  totaling  $14,660,288 for the years ended December
31,  1999,  1998,  and 1997.  The tax  benefit  effect of option  and  warrant
exercises  during 1999 was $697,208,  however,  this benefit is being deferred
because of a net operating loss  carry-forward  for tax purposes ("NOLs") that
occurred  during  the  fourth  quarter  of 1999  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  $7.4 million for federal  purposes,
which will  expire in 2019 and $13.6  million for state  purposes,  which will
expire in 2009. 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 deferred tax asset of
$3,818,707  equaling  the  valuation  allowance is being  provided.  The three
months  period  ended March 31, 2000 losses are  reflected at 39% for both the
increase in Deferred taxes and the Valuation  Allowance.  Until profits become
available,  the overall  effective tax rate for 2000 will be 0% as compared to
the previous effective tax rate of 39%.

NOTE 5 - 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 is a large number of
options and warrants outstanding,  fluctuations in the actual market price can
have a varying  of  results  for each  period  presented.  Since  the  periods
presented 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):

<TABLE>
<CAPTION>

                               Three Months Ended                  Three Months Ended
                                  March 31, 2000                      March 31, 1999
                         Income      Shares        EPS        Income      Shares        EPS
                       ----------- ------------ ----------- ----------- ----------- ------------
  <S>                    <C>          <C>        <C>          <C>          <C>        <C>
  Basic EPS              ($3.9)       10.3       ($0.38)      ($1.9)       12.3       ($0.15)
  Dilutives:
  Options/Warrants         -            -                       -           -
                       ----------- ------------ ----------- ----------- ----------- ------------
  Diluted EPS            ($3.9)       10.3       ($0.38)      ($1.9)       12.3       ($0.15)
                       =========== ============ =========== =========== =========== ============

</TABLE>

NOTE 6 - 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  $111,983 and $111,321,  respectively,  for the three months
periods ended March 31, 2000 and 1999.

The  Company is in the  process of  acquiring  licenses  in certain  countries
through  related party  entities.  For the three month periods ended March 31,
2000 and 1999, fees amounting to $44,838 and $10,000, respectively,  have been
paid to a related entity to obtain such licenses.

NOTE 7 - 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.  These payments are 13% of sales collected less certain  deductions.
Of this  percentage,  a three percent  royalty of sales collected less certain
deductions is payable to the patent holder whose agreement


                                      -8-
<PAGE>


expires in 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.

The Company has remaining  contractual  commitments  for advertising and other
purchases amounting to approximately $920,000.

The  Company has a revolving  line of credit  with a  commercial  bank for $10
million  to  be  used  for  general  corporate  purposes.   This  facility  is
collateralized by accounts  receivable and inventory,  and renews in May 2000,
with  interest  accruing  at the Prime  Rate,  or 225 basis  points  above the
Eurodollar  Rate,  each to move with the respective  base rate.  There were no
borrowings under this line during the three-month period ended March 31, 2000.

The  Company  is  subject to legal  proceedings  and claims  noted in Part II,
"Other Information",  Item I, Legal Proceedings,  and claims which have arisen
in the ordinary course of its business.  Although there can be no assurance as
to the  ultimate  disposition  of  these  matters,  it is the  opinion  of the
Company's  management based upon the information  available at this time, that
the expected outcome of these matters,  individually or in the aggregate, will
not have a  material  adverse  effect on the  financial  position,  results of
operations or cash flows of the Company.


                                      -9-
<PAGE>


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  additional  risk  factors  more  fully
described  in the  Company's  annual  report  on  Form  10-K  filed  with  the
Securities and Exchange Commission.

Overview
- --------

Revenues  for the three  month  periods  ended  March  31,  2000 and 1999 were
$6,614,786 and $6,136,902,  respectively. The first quarter of 2000 reflects a
$477,884 or 7.8% increase in revenues over the 1999 comparable  period.  There
are continuing  indications that prior  overstocking by our customers has been
considerably   reduced.  As  a  result  of  many  zinc  products  exiting  the
marketplace in the last number of months, Cold-Eeze(R) now has more visibility
as the original  clinically  proven zinc  product on the market,  effective in
reducing the severity and duration of symptoms of the common cold.  Throughout
the quarter,  the Company has attempted to counteract the efforts by the media
and all other sources to discredit Cold-Eeze(R). The market place continues to
alter its complexion  through mergers and consolidation as is evident in other
sectors of the economy.

In conjunction with the foregoing consumer  misconception and the low consumer
use  of  Cold-Eeze(R)   (approximately  4%  of  US  household  population),  a
substantial  investment in advertising initiated in 1998 continued until March
2000.   This  investment  was  necessary  to  establish  brand  awareness  for
Cold-Eeze(R)  and also to promote new product  introductions  of  Cold-Eeze(R)
sugar free, Cold-Eeze(R) Bubble gum and Bodymate(TM).

The  advertising  program  also  involved  substantial  retail  support in the
product  sell-through  to the consumer  during the first quarter of 2000.  The
advertising  cost  approximated  $6.0 million for the three months ended March
31, 2000 as compared with approximately $5.6 million for the comparable period
in 1999,  substantially  contributing to the net loss of ($3,923,438)  for the
three  months  ended March 31, 2000 as compared to a net loss of  ($1,855,214)
for the three months  ended March 31, 1999.  The net loss for the three months
period  ended March 31, 2000 is not tax effected  for the  potential  benefit,
which  cannot  be  reflected  until  the  Company  returns  to  profitability.
Therefore,  consistent  comparisons  for the  periods  reflect a loss,  before
income tax benefit,  of  ($3,923,438)  for the three months period ended March
31, 2000 and a loss, before income tax benefit,  of ($3,041,336) for the three
months ended March 31, 1999.

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

Different   manufacturing   sources  are  used  for  the   production  of  the
Cold-Eeze(R)  bubble gum and sugar free  products  with the same  manufacturer
producing the Cold-Eeze(R) lozenge and Bodymate(TM) products. In addition, the
lozenge and Bodymate(TM)  manufacturer commenced manufacturing exclusively for
the Company in 1997,  thereby  increasing their output and the availability of
the  product.  All three  manufacturing  sites  have the  capacity  to respond
quickly to market requirements.


                                      -10
<PAGE>


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

Three  months  ended March 31, 2000  compared to three  months ended March 31,
- ------------------------------------------------------------------------------
1999
- ----

For the three months ended March 31, 2000,  the Company  reported  revenues of
$6,614,786 and a net loss of ($3,923,438) as compared to revenue of $6,136,902
and a net loss of  ($1,855,214),  for the  comparable  period  ended March 31,
1999. The first quarter results have been supported by indications  that prior
overstocking by our customers has been significantly  reduced and by the sales
resulting from Cold-Eeze(R) bubble gum.

The net loss in quarter 1, 2000 is not tax effected for the potential benefit,
which  cannot  be  reflected  until  the  Company  returns  to  profitability.
Therefore,  consistent  comparisons  for the  periods  reflect a loss,  before
income tax benefit,  of  ($3,923,438)  for the three months period ended March
31, 2000 and a loss, before income tax benefit,  of ($3,041,336) for the three
months ended March 31, 1999.

Cost of Sales as a  percentage  of net sales for the three  months ended March
31, 2000 was 34.4% compared to 33.4% for the comparable period ended March 31,
1999.  Increased  international  activity  and greater  sales of  Cold-Eeze(R)
bubble  gum in 2000  over  1999,  both of which  carry a higher  cost of goods
contributed to the higher cost of sales.

For the three months  ended March 31,  2000,  total  operating  expenses  were
$8,438,455  compared to $7,482,277 for the  comparable  period ended March 31,
1999. The operating  expenses  increase  reflects the necessity to support the
products  with  adequate  promotional  expenditure  in order to establish  and
promote the Cold-Eeze(R) brand including new products introduced in late 1998.

During the three months ended March 31, 2000, the major operating  expenses of
delivery, salaries, brokerage commissions,  promotion,  advertising, and legal
costs accounted for $7,301,472  (87%) of total operating  costs. The remaining
items for this  period  remained  relatively  fixed in that they do not follow
sales  trends.  These expense  categories  for the  comparable  period in 1999
accounted for $6,731,161 (90%) of total operating costs.

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

The total  assets of the Company at March 31, 2000 and  December 31, 1999 were
$26,767,257  and  $33,271,056,  respectively.  Working  capital  decreased  to
$19,820,017  from  $23,620,669  during the period.  The  significant  movement
within  total  assets  represents  the  reduction  in accounts  receivable  of
$4,406,431,  cash and  cash  equivalents  decreasing  by  $1,884,386,  prepaid
expenses  and  other  current  assets  increasing  by  $62,027  and  inventory
decreasing by $152,223. From a working capital perspective,  accounts payable,
accrued  royalties  and sales  commissions  were  reduced  over the  period by
$83,087 and $644,572  respectively while the advertising  accrual decreased by
$1,771,373.  Total  cash  balances  at March  31,  2000 were  $12,106,089,  as
compared to $13,990,475 at December 31, 1999.

The Company  believes  that its  increased  marketing  efforts  and  increased
national  publicity  concerning  the  Cold-Eeze(R)   products,  the  Company's
increased manufacturing availability, newly available products, further 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 current period negative cash flows from operations, management
believes  amounts of cash on hand  combined  with  credit  line  availability,
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.

The  Company has a revolving  line of credit  with a  commercial  bank for $10
million  to  be  used  for  general  corporate  purposes.   This  facility  is
collateralized by accounts  receivable and inventory,  and renews in May 2000,
with  interest  accruing  at the Prime  Rate,  or 225 basis  points  above the
Eurodollar  Rate,  each to move with the respective  base rate.  There were no
borrowings under this line during the three month period ended March 31, 2000.

                                      -11-
<PAGE>


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

Since the  Cold-Eeze(R)  and  Bodymate(TM)  products are  manufactured for the
Company  by an  outside  source,  capital  expenditures  during  2000  are not
anticipated to be material.

Item 3: Quantitative and Qualitative Disclosure about Market Risk

Not Applicable

                          Part II. Other Information
                          --------------------------
Item 1. Legal Proceedings
- -------------------------

The Company is subject to other legal proceedings and claims which have arisen
in the ordinary course of its business.  Although there can be no assurance as
to the  ultimate  disposition  of  these  matters,  it is the  opinion  of the
Company's  management based upon the information  available at this time, that
the expected outcome of these matters,  individually or in the aggregate, will
not have a  material  adverse  effect on the  Company 's  financial  position,
results of operations or liquidity.

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

        Exhibit 27 - Financial Data Schedule

b) Reports on Form 8-K


On March 7, 2000,  the  Registrant  filed a Current Report on Form 8-K for the
following event:

The Company reported under:

                Item 5. Other Events

     On March 1,  2000,  Mr.  Gurney  P.  Sloan  resigned  as a member  of the
     Registrant's board of directors. Mr. Sloan had served as a director since
     December  1997.  Mr. Sloan  resigned  for personal  reasons and to pursue
     other professional interests.






                                      -12-

<PAGE>



SIGNATURES

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

                                         THE QUIGLEY CORPORATION

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

                                            Date: May 4, 2000





                                  -13-

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<NAME>                                         E.Kaytes
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