8-K/A

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                               AMENDMENT NO. 1 ON

                                   FORM 8-K/A


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of earliest event reported) OCTOBER 1, 2004
                                                         ---------------

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

                             THE QUIGLEY CORPORATION
                             -----------------------
               (Exact Name of Registrant as Specified in Charter)


         NEVADA                      0-21617                    23-2577138
         ------                      -------                    ----------
(State or Other Jurisdiction       (Commission                 (IRS Employer
   of Incorporation)               File Number)              Identification No.)


   KELLS BUILDING, 621 SHADY RETREAT ROAD, P.O. BOX 1349, DOYLESTOWN, PA 18901
- --------------------------------------------------------------------------------
        (Address of Principal Executive Offices)                     (Zip Code)

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

                                       N/A
          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written  communications  pursuant to Rule 425 under the  Securities Act
(17 CFR 230.425)

     |_| Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_|  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
Exchange Act (17 CFR 240.14d-2(b))

     |_|  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
Exchange Act (17 CFR 240.13e-4(c))






     This  Amendment No. 1 amends the Current  Report on Form 8-K of The Quigley
Corporation filed with the Securities and Exchange Commission on October 7, 2004
(the "October 8-K") related to the closing of our  acquisition of  substantially
all of the assets of JOEL,  Inc.  This Form  8-K/A  amends  the  October  8-K to
include the  financial  statements  required by Item  9.01(b) of Form 8-K and to
include  exhibits  under Item  9.01(c) of Form 8-K. The  information  previously
reported in the October 8-K is hereby  incorporated  by reference into this Form
8-K/A.


ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS.

     (a)    Financial Statements of Businesses Acquired.

            The Independent Auditor's Report is hereby incorporated by reference
            to Exhibit 99.1 hereto.

            The audited  balance sheet of JoEL, Inc. as of December 31, 2003 and
            the  statement of  operations  and retained  earnings,  statement of
            comprehensive  income and statement of cash flows of JoEL,  Inc. for
            the fiscal  year ended  December  31,  2003,  and the notes  related
            thereto,  are hereby  incorporated  by  reference  to  Exhibit  99.2
            hereto.

            The  unaudited  balance  sheet as of June 30,  2004 and the  audited
            balance  sheet  as of  December  31,  2003  of  JoEL,  Inc.  and the
            unaudited  statements of  operations,  statements  of  comprehensive
            income and  statements of cash flows for the six month periods ended
            June 30, 2004 and June 30, 2003, and the notes related thereto,  are
            here by incorporated by reference to Exhibit 99.3 hereto.

     (b)    Pro Forma Financial Information.

            The  following  information  is attached  hereto as Exhibit 99.4 and
            incorporated herein by reference:

            (i)   Unaudited Pro Forma Condensed  Combined  Consolidated  Balance
                  Sheet as of June 30, 2004.

            (ii)  Unaudited Pro Forma Condensed Combined Consolidated Statements
                  of Operations for the year ended December 31, 2003 and the six
                  months ended June 30, 2004.

            (iii) Notes  to  the   Unaudited   Pro  Forma   Condensed   Combined
                  Consolidated Financial Statements.



     (c)    Exhibits.

            EXHIBIT NO.  DESCRIPTION
            -----------  -----------

            23.1         Consent of McKonly & Asbury, LLP, independent auditors.

            99.1         Independent Auditor's Report.

            99.2         The audited  balance sheet of JoEL, Inc. as of December
                         31, 2003 and the statement of  operations  and retained
                         earnings,   statement  of   comprehensive   income  and
                         statement  of cash flows of JoEL,  Inc.  for the fiscal
                         year ended  December  31, 2003,  and the notes  related
                         thereto.

            99.3         The unaudited balance sheet as of June 30, 2004 and the
                         audited  balance sheet as of December 31, 2003 of JoEL,
                         Inc.  and  the  unaudited   statements  of  operations,
                         statements of  comprehensive  income and  statements of
                         cash  flows for the six month  periods  ended  June 30,
                         2004 and June 30, 2003, and the notes related thereto.

            99.4         Unaudited  Pro Forma  Condensed  Combined  Consolidated
                         Financial Statements and the notes related thereto.







                                   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 hereunto duly authorized.


                                      THE QUIGLEY CORPORATION
                                              (Registrant)

Date:  December 17, 2004
                                      By:     /s/ George J. Longo
                                            ------------------------------------
                                      Name:   George J. Longo
                                      Title:  Vice President and Chief
                                              Financial Officer








                                  EXHIBIT INDEX

EXHIBIT NO.    DESCRIPTION
- -----------    -----------

23.1           Consent of McKonly & Asbury, LLP, independent auditors.

99.1           Independent Auditor's Report.

99.2           The audited  balance sheet of JoEL,  Inc. as of December 31, 2003
               and the statement of operations and retained earnings,  statement
               of comprehensive income and statement of cash flows of JoEL, Inc.
               for the  fiscal  year  ended  December  31,  2003,  and the notes
               related thereto.

99.3           The  unaudited  balance sheet as of June 30, 2004 and the audited
               balance  sheet as of  December  31,  2003 of JoEL,  Inc.  and the
               unaudited  statements of operations,  statements of comprehensive
               income and  statements  of cash  flows for the six month  periods
               ended  June 30,  2004 and June 30,  2003,  and the notes  related
               thereto.

99.4           Unaudited Pro Forma  Condensed  Combined  Consolidated  Financial
               Statements and the notes related thereto.

EX-23.1

                                                                    Exhibit 23.1

                         CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the  incorporation  by reference in Registration  Statement
Nos.  333-119748,  333-104148  and  333-86976  on Form  S-3 and in  Registration
Statement Nos. 333-73456,  333-61313, 333-26589, 333-14687 and 333-10059 on Form
S-8 of The Quigley  Corporation  (the  "Registration  StatementS") of our report
dated  February 20, 2004 relating to the audited  financial  statements of JoEL,
Inc.  as of and for the year ended  December  31,  2003,  which  appears in this
Current Report on Form 8-K/A of The Quigley Corporation.



/s/ McKONLY & ASBURY, LLP
- -----------------------------------
McKONLY & ASBURY, LLP
Lancaster, PA

December 17, 2004

EX-99

                                                                    Exhibit 99.1


                     [Letterhead of McKonley & Asbury, LLP]


                          INDEPENDENT AUDITOR'S REPORT



JoEl, Inc.
Elizabethtown, Pennsylvania



We have audited the accompanying  balance sheet of JoEl, Inc. (d/b/a Simon Candy
Company and  Pharmaloz)  (an S  Corporation)  as of December 31,  2003,  and the
related  statements of operations and retained earnings,  comprehensive  income,
and cash  flows for the year then  ended.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of JoEl,  Inc. at December 31,
2003,  and the  results of its  operations  and its cash flows for the year then
ended in conformity with accounting  principles generally accepted in the United
States of America.



/s/ MCKONLY & ASBURY, LLP

Harrisburg, Pennsylvania
February 20, 2004

EX-99

                                                                    Exhibit 99.2


                                   JOEL, INC.
                            D/B/A SIMON CANDY COMPANY
                                  AND PHARMALOZ
                               (AN S CORPORATION)

                              FINANCIAL STATEMENTS

                          YEAR ENDED DECEMBER 31, 2003

                                       AND

                          INDEPENDENT AUDITOR'S REPORT






                     [Letterhead of McKonley & Asbury, LLP]


                          INDEPENDENT AUDITOR'S REPORT



JoEl, Inc.
Elizabethtown, Pennsylvania



We have audited the accompanying  balance sheet of JoEl, Inc. (d/b/a Simon Candy
Company and  Pharmaloz)  (an S  Corporation)  as of December 31,  2003,  and the
related  statements of operations and retained earnings,  comprehensive  income,
and cash  flows for the year then  ended.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of JoEl,  Inc. at December 31,
2003,  and the  results of its  operations  and its cash flows for the year then
ended in conformity with accounting  principles generally accepted in the United
States of America.



/s/ MCKONLY & ASBURY, LLP

Harrisburg, Pennsylvania
February 20, 2004



                                   JOEL, INC.
                           D/B/A/ SIMON CANDY COMPANY
                                  AND PHARMALOZ
                               (AN S CORPORATION)



                                  BALANCE SHEET

                                DECEMBER 31, 2003


                                     ASSETS


Current assets
  Cash and cash equivalents                                         $    22,606
  Investments                                                            79,369
  Accounts receivable, trade                                            234,761
  Inventories                                                           867,532
  Prepaid expenses                                                       54,822
                                                                    -----------

       Total current assets                                           1,259,090
                                                                    -----------


Property, plant and equipment, at cost                               12,134,970
Accumulated depreciation                                             (8,901,591)
                                                                    -----------

      Total property, plant and equipment, net                        3,233,379
                                                                    -----------

Other assets
  Cash value of life insurance                                        1,067,168
  Deposits                                                                  874
  Art and development costs                                              82,227
                                                                    -----------

       Total other assets                                             1,150,269
                                                                    -----------


Total assets                                                        $ 5,642,738
                                                                    ===========


                     The accompanying notes are an integral
                      Part of these financial statements.

                                       2



                                   JOEL, INC.
                           D/B/A/ SIMON CANDY COMPANY
                                  AND PHARMALOZ
                               (AN S CORPORATION)


                                  BALANCE SHEET

                                DECEMBER 31, 2003


                      LIABILITIES AND STOCKHOLDERS' EQUITY




Current liabilities
  Line of credit                                                    $   287,012
  Current maturities of long-term debt                                   73,576
  Accounts payable, trade                                               215,198
  Accrued liabilities
     Payroll                                                             45,923
     Payroll taxes                                                        3,776
     Self-funded health insurance                                        34,829
  Notes payable, stockholders                                           524,550
                                                                    -----------

       Total current liabilities                                      1,184,864
                                                                    -----------

Long-term liabilities
     Notes payable, long-term maturities                                481,711
                                                                    -----------

Stockholders' equity
     Common stock, par value $10 per share;
       authorized 1,000 shares, issued
       and outstanding 1,000 shares                                      10,000
     Additional paid-in capital                                           8,000
     Retained earnings                                                3,927,166
     Accumulated other comprehensive income
       Unrealized gain on investments                                    30,997
                                                                    -----------

       Total stockholders' equity                                     3,976,163
                                                                    -----------

Total liabilities and stockholders' equity                          $ 5,642,738
                                                                    ===========




                     The accompanying notes are an integral
                      Part of these financial statements.

                                       3




                                   JOEL, INC.
                           D/B/A/ SIMON CANDY COMPANY
                                  AND PHARMALOZ
                               (AN S CORPORATION)


                  STATEMENT OF OPERATIONS AND RETAINED EARNINGS

                          YEAR ENDED DECEMBER 31, 2003



Net sales                                                           $ 6,073,821

Cost of sales                                                         4,979,212
                                                                    ------------

       Gross profit                                                   1,094,609

Operating expenses
  Sales and marketing                                                   167,467
  Administration                                                      1,132,989
                                                                    ------------

       Total operating expenses                                       1,300,456
                                                                    ------------
       Operating loss                                                  (205,847)
                                                                    ------------

Other income (expense)
  Gain on sale of investments                                             5,489
  Net miscellaneous income                                               34,932
  Interest expense                                                      (79,957)
                                                                    ------------

       Total other income (expense)                                     (39,536)
                                                                    ------------

       Net loss                                                        (245,383)

Retained earnings - beginning                                         4,172,549
                                                                    ------------

Retained earnings - ending                                          $ 3,927,166
                                                                    ------------



                     The accompanying notes are an integral
                      Part of these financial statements.

                                       4





                                   JOEL, INC.
                           D/B/A/ SIMON CANDY COMPANY
                                  AND PHARMALOZ
                               (AN S CORPORATION)


                        STATEMENT OF COMPREHENSIVE INCOME

                          YEAR ENDED DECEMBER 31, 2003


Net loss                                                              $(245,383)

Unrealized gain on securities
  Unrealized holding gains on
    securities arising during the period                                 36,066
  Gain on sale of available for sale securities                          (5,489)
                                                                      ----------

Comprehensive loss                                                    $(214,806)
                                                                      ==========













                     The accompanying notes are an integral
                      Part of these financial statements.

                                       5







                                   JOEL, INC.
                           D/B/A/ SIMON CANDY COMPANY
                                  AND PHARMALOZ
                               (AN S CORPORATION)




                             STATEMENT OF CASH FLOWS

                          YEAR ENDED DECEMBER 31, 2003



Cash flows from operating activities
  Net loss                                                            $ (245,383)
  Adjustments to reconcile net loss to
   net cash provided by operating activities
    Depreciation                                                         465,609
    Amortization                                                          65,455
    Gain on sale of equipment                                            (10,146)
    Gain on sale of investments                                           (5,489)
    Write off of art and development costs                                 1,200
    Interest accrued on stockholder notes                                 23,400
    (Increase) decrease in
      Accounts receivable, trade                                         (86,650)
      Inventories                                                         13,073
      Prepaid expenses and other assets                                   12,252
    Increase (decrease) in
      Accounts payable, trade                                           (197,188)
      Accrued liabilities                                                 (6,687)
                                                                      -----------

        Net cash provided by operating activities                         29,446
                                                                      -----------

Cash flows from investing activities
  Increase in cash value of life insurance                               (83,943)
  Purchase of equipment                                                  (11,496)
  Proceeds from sale of equipment                                         71,765
  Purchase of art and development costs                                  (51,664)
  Proceeds from sale of investments                                       18,803
                                                                      -----------

       Net cash used in investing activities                             (56,535)
                                                                      -----------

Cash flows from financing activities
  Net repayments on line of credit                                      (508,441)
  Proceeds from long-term debt                                           600,000
  Payments on long-term debt                                             (44,713)
                                                                      -----------

       Net cash provided by financing activities                          46,846
                                                                      -----------

Net increase in cash and cash equivalents                                 19,757

Cash and cash equivalents - beginning                                      2,849
                                                                      -----------

Cash and cash equivalents - ending                                    $   22,606
                                                                      ===========

Supplemental disclosures of cash flow information

  Cash paid during the year for interest                              $   79,957
                                                                      ===========


                     The accompanying notes are an integral
                      Part of these financial statements.

                                       6






                                   JOEL, INC.
                            D/B/A SIMON CANDY COMPANY
                                  AND PHARMALOZ
                               (AN S CORPORATION)

                          NOTES TO FINANCIAL STATEMENTS




1.   SUMMARY OF ACCOUNTING POLICIES

     INCORPORATION

     JoEl,  Inc.  d/b/a Simon Candy  Company and  Pharmaloz  (the  Company)  was
     incorporated  on June  12,  1973  under  the  laws of the  Commonwealth  of
     Pennsylvania for the purpose of  manufacturing  hard candy and cough drops.
     The accompanying  financial statements include the results of operations of
     the Company's two divisions, Simon Candy and Pharmaloz, which is considered
     to be one operating segment.

     ESTIMATES

     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 at the date of the financial  statements,
     and the  reported  amounts of revenue  and  expenses  during the  reporting
     period. Actual results could differ from those estimates.

     CASH EQUIVALENTS

     The Company  considers all highly liquid debt  instruments with an original
     maturity of three months or less to be cash equivalents.

     ALLOWANCE FOR DOUBTFUL ACCOUNTS

     The  Company  considers  accounts   receivable  to  be  fully  collectible;
     accordingly,  no allowance for doubtful accounts is required.  For the year
     ended  December  31,  2003,  bad debt  expense in the amount of $44,036 was
     determined and was expensed.

     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.

     INVESTMENTS

     The  Company  classifies  its  marketable  debt and  equity  securities  as
     "available  for sale."  Securities  classified as "available  for sale" are
     carried in the financial  statements  at fair value.  Fair values of equity
     securities  are based on quoted market  prices.  Realized gains and losses,
     determined  using the  specific  identification  method,  are  included  in
     earnings and unrealized holding gains and losses are reported as a separate
     component of stockholders' equity.


                                  (continued)
                                       7



                                   JOEL, INC.
                            D/B/A SIMON CANDY COMPANY
                                  AND PHARMALOZ
                               (AN S CORPORATION)

                          NOTES TO FINANCIAL STATEMENTS



1.  SUMMARY OF ACCOUNTING POLICIES (CONT'D)

    INVENTORY

    Inventory  is  valued at the  lower of cost or  market  using the  first-in,
    first-out method.

    PROPERTY, PLANT AND EQUIPMENT

    Property,  plant and equipment are carried at cost. Depreciation is computed
    using the  straight-line  method.  When  assets  are  retired  or  otherwise
    disposed of, the cost and related accumulated  depreciation are removed from
    the accounts,  and any resulting gain or loss is reflected in income for the
    period.  The cost of  maintenance  and  repairs  is  charged  to  income  as
    incurred,  whereas significant  renewals and betterments are capitalized and
    deductions  are  made  for  retirements   resulting  from  the  renewals  or
    betterments.

    REVENUE RECOGNITION

    Sales are recognized  when the product is delivered and customer  acceptance
    is obtained. Sales returns and allowances are immaterial.

    SHIPPING AND HANDLING

    Shipping  and  handling  are  included  as part of the price  offered to the
    customer.  In all cases,  costs related to this revenue are recorded in cost
    of sales.

    COMPREHENSIVE INCOME

    In 1998, the Company  adopted  Statement of Financial  Accounting  Standards
    (SFAS) No. 130, "Reporting  Comprehensive  Income." SFAS No. 130 establishes
    reporting   requirements  of   comprehensive   income  and  its  components.
    Comprehensive  income for the Company  consists  of net loss and  unrealized
    gains and losses on available  for sale  securities  and is presented in the
    statement of comprehensive income. Accumulated other comprehensive income is
    presented as a separate component of equity.

    INCOME TAXES

    Effective  January 1, 1987, the Company elected by unanimous  consent of its
    stockholders  to be taxed as an S  Corporation  under the  provisions of the
    Internal  Revenue  Code.  Under these  provisions,  the Company does not pay
    federal or state corporate income taxes on its taxable income.  Instead, the
    stockholders  are liable for  individual  federal and state  income taxes on
    their respective shares of the Company's taxable income.

                                   (continued)

                                       8


                                   JOEL, INC.
                            D/B/A SIMON CANDY COMPANY
                                  AND PHARMALOZ
                               (AN S CORPORATION)

                          NOTES TO FINANCIAL STATEMENTS


1.  SUMMARY OF ACCOUNTING POLICIES (CONT'D)


    ADVERTISING

    Advertising costs are expensed within the period in which they are utilized.
    For the year ended December 31, 2003,  advertising  expense in the amount of
    $3,119 is presented as part of operating expenses.

    ART AND DEVELOPMENT COSTS

    Art and development costs are costs for printing dies,  artwork design,  and
    cutting  dies for the  candy  and  cough  drop  wrappers.  These  costs  are
    amortized on a straight-line basis over a period of three years.

    IMPAIRMENT

    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  based on the expected
    cash flows, a loss is recognized in the statement of operations and retained
    earnings.

    BASIS OF PRESENTATION

    The financial statements have been prepared by management. In the opinion of
    management,  all  adjustments  necessary  for a  fair  presentation  of  the
    financial  position,  results of operations  and cash flow,  for the periods
    indicated, have been made.

2.  INVESTMENTS

    Available for sale securities and their fair values at December 31, 2003 are
    as follows:

                                     Gross       Gross
                                  Unrealized   Unrealized
                        Cost        Gains        Losses     Fair Value
    ---------------  ---------  ------------  ------------  -----------
    Common stock     $ 48,143     $ 46,785     $(15,788)     $ 79,140
    Other                 229           --           --           229
                     ---------  ------------  ------------  -----------
                     $ 48,372     $ 46,785     $(15,788)     $ 79,369
                     =========  ============  ============  ===========

                                  (continued)

                                       9



                                   JOEL, INC.
                            D/B/A SIMON CANDY COMPANY
                                  AND PHARMALOZ
                               (AN S CORPORATION)

                          NOTES TO FINANCIAL STATEMENTS



3.   INVENTORIES

     Inventories at December 31, 2003 consist of the following:

     Raw materials                                                   $   644,504
     Finished goods                                                      223,028
                                                                     ------------

                                                                     $   867,532
                                                                     ============

4.   CASH VALUE OF LIFE INSURANCE

     The cash value of life insurance is recorded net of policy loans of $61,598
     at December 31, 2003.

5.   PROPERTY, PLANT AND EQUIPMENT

     A summary of property, plant and equipment at December 31, 2003 follows:

                                                 Estimated
                                                Useful Lives           Amount
                                                ------------        ------------
     Land                                             ---           $   146,458
     Buildings                                  10-40 Years           3,571,612
     Machinery and equipment                     3-10 Years           7,655,527
     Autos and trucks                             3-5 Years             119,934
     Furniture and fixtures                      3-10 Years             635,788
     Leasehold improvements                         5 Years               5,651
                                                                    ------------

                                                                     12,134,970
     Accumulated depreciation                                        (8,901,591)
                                                                    ------------

                                                                    $ 3,233,379
                                                                    ============
     Depreciation expense totaled $465,609 in 2003.



6.   LINE OF CREDIT

     The Company has available for its use a line of credit with M&T Bank in the
     amount of $700,000 at December 31, 2003.  Any amounts  borrowed are payable
     on demand and bear  interest  at the  bank's  prime rate plus 0.5% (4.5% at
     December 31, 2003). The amount advanced against this line of credit totaled
     $287,012 as of December  31,  2003.  This  agreement  is secured by various
     corporate assets and four life insurance policies on the officers. The line
     of credit agreement expires April 15, 2008.


                                   (continued)

                                        10




                                   JOEL, INC.
                            D/B/A SIMON CANDY COMPANY
                                  AND PHARMALOZ
                               (AN S CORPORATION)

                          NOTES TO FINANCIAL STATEMENTS


7.   NOTES PAYABLE - STOCKHOLDERS

     Notes payable,  in the amount of $524,550 in 2003 to  stockholders  Kristin
     Deck and Andrew Deck are payable upon demand and bear interest at 5.43% per
     annum. No annual principal  repayments are required per the note agreement.
     However,  these notes are  subordinate to the M&T Bank debt and no payments
     shall be demanded or required  until such time as  repayment  is  permitted
     under the terms of the Company's commercial  financing agreement.  Interest
     continues  to be accrued  during the  deferral  period.  For the year ended
     December 31, 2003, interest expense was $23,400.


8.   LONG-TERM DEBT

     Long-term debt at December 31, 2003 consists of the following:

     Note payable - M&T Bank, requires monthly payments of
     $8,863 including interest at 6.25% through April 2008.
     The note is secured by virtually all assets of the
     Company.                                                       $   555,287

     Less current portion                                                73,576
                                                                    ------------
     Total notes payable - long-term                                $   481,711
                                                                    ============

     Maturities of long-term debt in each of the next five years are as follows:

          2004                                                      $    73,576
          2005                                                           78,419
          2006                                                           83,476
          2007                                                           88,859
          2008                                                          230,957
                                                                    -----------

                                                                    $   555,287
                                                                    ===========

9.   LOAN COVENANTS

     There are certain financial covenants  applicable to the line of credit and
     term loan agreement  pertaining to current  ratio,  debt coverage ratio and
     tangible net worth. The Company met each of these financial covenants as of
     December 31, 2003.


                                   (continued)

                                        11




                                   JOEL, INC.
                            D/B/A SIMON CANDY COMPANY
                                  AND PHARMALOZ
                               (AN S CORPORATION)

                          NOTES TO FINANCIAL STATEMENTS



10.  OPERATING LEASES

     The  Company   leases   computer   equipment   and  lab   equipment   under
     non-cancelable  operating  leases expiring  through May 2007. Lease expense
     under  these  operating  leases for the year ended  December  31,  2003 was
     $29,977.

     Future minimum lease  payments under all operating  leases for years ending
     December 31 are as follows:

          2004                                                      $    14,541
          2005                                                           11,571
          2006                                                           10,681
          2007                                                            4,327
                                                                    -----------

                                                                    $    41,120
                                                                    ===========


11.  SELF-FUNDING GROUP INSURANCE RESERVE

     The Company administers a limited self-funding group insurance plan for the
     medical and dental  health  benefits  of its  employees.  Employee  medical
     claims are paid by the  Company as  incurred up to a maximum of $25,000 per
     person per year. A "stop-loss"  insurance  policy is carried by the Company
     to cover  individual  medical claims in excess of $25,000.  Employee dental
     claims  are paid by the  Company  as  incurred  up to a limit of $1,000 per
     person per year.  At  December  31,  2003,  a reserve  of $34,829  has been
     established  by the Company for estimates to settle claims and for incurred
     but not reported claims.


12.  PENSION PLAN

     In October 1987, the Company adopted a 401(k) plan. The Company contributes
     $10 on the first $2 each  employee  contributes  per week.  If the employee
     contributes   greater  than  $2,  the  Company   matches  50%  of  employee
     contributions to the plan up to 5% of total  compensation.  Pension expense
     totaled $65,617 in 2003.


                                  (continued)

                                       12



                                 JOEL, INC.
                            D/B/A SIMON CANDY COMPANY
                                  AND PHARMALOZ
                               (AN S CORPORATION)

                          NOTES TO FINANCIAL STATEMENTS



13.  SIGNIFICANT CUSTOMERS

     The Company made sales to the following company,  which is considered to be
     a significant  customer.  Revenues earned from all other customers included
     those whose revenues  earned during the year did not  constitute  more than
     10% of the total.

                            Percentage of Accounts
                                Receivable at            Percentage of
                              December 31, 2003          2003 Net Sales
                            ----------------------    ------------------

     Quigley Corporation              7%                      50%


14.  SIGNIFICANT SUPPLIERS

     The  Company  made  purchases  from  the  following  companies,  which  are
     considered to be significant suppliers.  However,  management believes that
     alternative suppliers of equivalent products are available if these vendors
     are unable to provide necessary products or services.

                                                            Percentage of
                                                         2003 Total Purchases
                                                      ------------------------

           Domino Sugar Corporation                             27%
           C-P Converters, Inc.                                 16%
           DPT Lakewood, Inc.                                   14%


15.  EXCLUSIVE SUPPLY AGREEMENT

     On March 17, 1997, the Company entered into an exclusive  supply  agreement
     with the Quigley  Corporation  (a  significant  customer - see note 13). An
     amendment to the original  agreement  was signed which is effective  for an
     additional  period of two years from March 17,  2004,  with yearly  renewal
     thereafter.


                                       13

EX-99

                                                                    Exhibit 99.3

                                   JOEL, INC.
                            D/B/A SIMON CANDY COMPANY
                                  AND PHARMALOZ
                               (AN S CORPORATION)

                              FINANCIAL STATEMENTS

              BALANCE SHEETS AT JUNE 30, 2004 AND DECEMBER 31, 2003
                                       AND
                     STATEMENTS OF OPERATIONS, COMPREHENSIVE
                         INCOME, AND CASH FLOWS FOR THE
                     SIX MONTHS ENDED JUNE 30, 2004 AND 2003
                                       AND
                   ACCOUNTANT'S REPORT ON FINANCIAL STATEMENTS





                     [Letterhead of McKonly & Asbury, LLP]



                              ACCOUNTANT'S REPORT

Joel, Inc. d/b/a Simon Candy Company and Pharmaloz
Elizabethtown, Pennsylvania



We have reviewed the  accompanying  balance sheet of Joel Inc. d/b/a Simon Candy
Company and  Pharmaloz  (an S  Corporation)  as June 30,  2004,  and the related
statements  of  operations,  comprehensive  income,  and cash  flows for the six
months ended June 30, 2004 and 2003, in accordance  with Statements on Standards
for Accounting and Review Services issued by the American Institute of Certified
Public Accountants.  All information  included in these financial  statements is
the representation of the management of Joel, Inc. d/b/a Simon Candy Company and
Pharmaloz.

A review consists  principally of inquiries of Company  personnel and analytical
procedures  applied to financial data. It is substantially less in scope than an
audit in accordance  with auditing  standards  generally  accepted in the United
States of  America,  the  objective  of which is the  expression  of an  opinion
regarding  the financial  statements  taken as a whole.  Accordingly,  we do not
express such an opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to the accompanying interim financial statements in order for them to be
in conformity with accounting principles generally accepted in the United States
of America.

We have  previously  audited,  in accordance with auditing  standards  generally
accepted in the United States of America,  the balance sheet of Joel, Inc. as of
December  31,  2003,  and the  related  statements  of  operation  and  retained
earnings,  comprehensive  income,  and cash  flows for the year then  ended (not
presented  herein);  and in our report dated  February 20, 2004, we expressed an
unqualified  opinion  on  those  financial  statements.   In  our  opinion,  the
information set forth in the accompanying balance sheet as of December 31, 2003,
is fairly  stated,  in all material  respects,  in relation to the balance sheet
from which it has been derived.


/s/ MCKONLY & ASBURY, LLP

Harrisburg, Pennsylvania
August 19, 2004





                                   JOEL, INC.
                            D/B/A SIMON CANDY COMPANY
                                  AND PHARMALOZ
                               (AN S CORPORATION)


                                 BALANCE SHEETS

                       JUNE 30, 2004 AND DECEMBER 31, 2003


                                     ASSETS


                                                       JUNE 30,        DECEMBER 31,
                                                         2004             2003
                                                      (Unaudited)          (1)
                                                    -------------     -------------
Current assets
  Cash and cash equivalents                         $     22,796      $     22,606
  Investments                                             74,820            79,369
  Accounts receivable, trade                             166,510           234,761
  Inventories                                            979,644           867,532
  Prepaid expenses                                        43,652            54,822
                                                    -------------      ------------

       Total current assets                            1,287,422         1,259,090
                                                    -------------      ------------


Property, plant and equipment, at cost                11,173,853        12,134,970
Accumulated depreciation                              (8,157,373)       (8,901,591)
                                                    -------------      ------------

       Total property, plant and equipment, net        3,016,480         3,233,379
                                                    -------------      ------------


Other assets
  Cash value of life insurance                         1,107,000         1,067,168
  Deposits                                                 1,903               874
  Art and development costs                               50,789            82,227
                                                    -------------      ------------

       Total other assets                              1,159,692         1,150,269
                                                    -------------      ------------


Total assets                                        $  5,463,594      $  5,642,738
                                                    =============     =============





     (1) Derived  from the  audited  financial  statements  for the  year  ended
         December 31, 2003


                 See accompanying notes and accountant's report.

                                       2



                                   JOEL, INC.
                            D/B/A SIMON CANDY COMPANY
                                  AND PHARMALOZ
                               (AN S CORPORATION)


                                 BALANCE SHEETS

                       JUNE 30, 2004 AND DECEMBER 31, 2003


                      LIABILITIES AND STOCKHOLDERS' EQUITY


                                                JUNE 30,      DECEMBER 31,
                                                  2004           2003
                                               (Unaudited)       (1)
                                               -----------    ------------
Current liabilities
  Line of credit                               $  369,425     $  287,012
  Current maturities of long-term debt             80,241         73,576
  Accounts payable, trade                         252,574        215,198
  Accrued liabilities
    Payroll                                        71,313         45,923
    Payroll taxes                                  13,723          3,776
    Self-funded health insurance                   36,241         34,829
    Accrued bonuses                                19,207             --
  Notes payable, stockholders                     536,250        524,550
                                               ----------     ----------

       Total current liabilities                1,378,974      1,184,864
                                               ----------     ----------

Long-term liabilities
  Notes payable, long-term maturities             444,018        481,711
                                               ----------     ----------

Stockholders' equity
  Common stock, par value $10 per share;
   authorized 1,000 shares, issued
   and outstanding 1,000 shares                    10,000         10,000
  Additional paid-in capital                        8,000          8,000
  Retained earnings                             3,596,059      3,927,166
  Accumulated other comprehensive income
   Unrealized gain on investments                  26,543         30,997
                                               ----------     ----------

       Total stockholders' equity               3,640,602      3,976,163
                                               ----------     ----------

Total liabilities and stockholders' equity     $5,463,594     $5,642,738
                                               ==========     ==========




     (1) Derived  from the  audited  financial  statements  for the  year  ended
         December 31, 2003

                 See accompanying notes and accountant's report.

                                       3





                                   JOEL, INC.
                            D/B/A SIMON CANDY COMPANY
                                  AND PHARMALOZ
                               (AN S CORPORATION)


                      STATEMENTS OF OPERATIONS - UNAUDITED

                     SIX MONTHS ENDED JUNE 30, 2004 AND 2003


                                             2004             2003
                                         ------------     ------------

Net sales                                $ 2,592,438      $ 2,532,179

Cost of sales                              2,187,429        2,242,727
                                         ------------     ------------

       Gross profit                          405,009          289,452

Operating expenses
  Sales and marketing                         64,264           58,730
  Administration                             639,573          622,425
                                         ------------     ------------

       Total operating expenses              703,837          681,155
                                         ------------     ------------

       Operating loss                       (298,828)        (391,703)
                                         ------------     ------------

Other income (expense)
  Net miscellaneous income (expense)           1,540           (6,840)
  Interest expense                           (33,819)         (28,271)
                                         ------------     ------------

       Total other income (expense)          (32,279)         (35,111)
                                         ------------     ------------

       Net loss                          $  (331,107)     $  (426,814)
                                         ============     ============


                See accompanying notes and accountant's report.

                                        4




                                   JOEL, INC.
                            D/B/A SIMON CANDY COMPANY
                                  AND PHARMALOZ
                               (AN S CORPORATION)


                 STATEMENTS OF COMPREHENSIVE INCOME - UNAUDITED

                     SIX MONTHS ENDED JUNE 30, 2004 AND 2003


                                               2004           2003
                                            ----------     ----------

Net loss                                    $(331,107)     $(426,814)

Unrealized gain (loss) on securities
  Unrealized holding gains (losses) on
   securities arising during the period        (4,454)        15,576
                                            ----------     ----------

Comprehensive loss                          $(335,561)     $(411,238)
                                            ==========     ==========


                See accompanying notes and accountant's report.

                                        5




                                   JOEL, INC.
                            D/B/A SIMON CANDY COMPANY
                                  AND PHARMALOZ
                               (AN S CORPORATION)


                      STATEMENTS OF CASH FLOWS - UNAUDITED

                     SIX MONTHS ENDED JUNE 30, 2004 AND 2003


                                                         2004           2003
                                                      ----------     ----------
Cash flows from operating activities
  Net loss                                            $(331,107)     $(426,814)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities
    Depreciation                                        213,889        240,000
    Amortization                                         46,227         30,000
    (Gain) loss on sale of equipment                     12,161         (8,144)
    Interest accrued on stockholder notes                11,700         11,700
    (Increase) decrease in
      Accounts receivable, trade                         68,251        (79,697)
      Inventories                                      (112,112)       (59,737)
      Prepaid expenses and other assets                  11,170         19,877
    Increase (decrease) in
      Accounts payable, trade                            37,376         61,341
      Accrued liabilities                                55,956          4,430
                                                      ----------     ----------

        Net cash provided by (used in)
          operating activities                           13,511       (207,044)
                                                      ----------     ----------

Cash flows from investing activities
  Increase in cash value of life insurance              (39,832)       (43,410)
  Purchase of equipment                                 (13,085)        (7,457)
  Proceeds from sale of equipment                         3,000         69,767
  Purchase of art and development costs                 (14,789)       (38,148)
                                                      ----------     ----------

        Net cash used in investing activities           (64,706)       (19,248)
                                                      ----------     ----------

Cash flows from financing activities
  Net advances (repayments) on line of credit            82,413       (358,154)
  Proceeds from long-term debt                               --        600,000
  Payments on long-term debt                            (31,028)        (9,831)
                                                      ----------     ----------


        Net cash provided by financing activities        51,385        232,015
                                                      ----------     ----------

Net increase in cash and cash equivalents                   190          5,723

Cash and cash equivalents - beginning                    22,606          2,849
                                                      ----------     ----------

Cash and cash equivalents - ending                    $  22,796      $   8,572
                                                      ==========     ==========

Supplemental disclosures of cash flow information
  Cash paid during the year for interest              $  34,404      $  28,271
                                                      ==========     ==========

                 See accompanying notes and accountant's report.

                                        6






                                   JOEL, INC.
                            D/B/A SIMON CANDY COMPANY
                                  AND PHARMALOZ
                               (AN S CORPORATION)

                    NOTES TO FINANCIAL STATEMENTS - UNAUDITED



1.   SUMMARY OF ACCOUNTING POLICIES

     INCORPORATION

     Joel,  Inc.  d/b/a Simon Candy  Company and  Pharmaloz  (the  Company)  was
     incorporated  on June  12,  1973  under  the  laws of the  Commonwealth  of
     Pennsylvania for the purpose of  manufacturing  hard candy and cough drops.
     The accompanying  financial statements include the results of operations of
     the Company's two divisions, Simon Candy and Pharmaloz, which is considered
     to be one operating segment.

     ESTIMATES

     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 at the date of the financial  statements,
     and the  reported  amounts of revenue  and  expenses  during the  reporting
     period. Actual results could differ from those estimates.

     CASH EQUIVALENTS

     The Company  considers all highly liquid debt  instruments with an original
     maturity of three months or less to be cash equivalents.

     ALLOWANCE FOR DOUBTFUL ACCOUNTS

     The  Company  considers  accounts   receivable  to  be  fully  collectible;
     accordingly,  no  allowance  for doubtful  accounts is  required.  Bad debt
     expense in the amount of $0 and $44,678 for the six months  ending June 30,
     2004 and 2003 were determined and were expensed.

     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.

     INVESTMENTS

     The  Company  classifies  its  marketable  debt and  equity  securities  as
     "available  for sale."  Securities  classified as "available  for sale" are
     carried in the financial  statements  at fair value.  Fair values of equity
     securities  are based on quoted market  prices.  Realized gains and losses,
     determined  using the  specific  identification  method,  are  included  in
     earnings and unrealized holding gains and losses are reported as a separate
     component of stockholders' equity.


                                  (continued)

                                       7


                                   JOEL, INC.
                            D/B/A SIMON CANDY COMPANY
                                  AND PHARMALOZ
                               (AN S CORPORATION)

                    NOTES TO FINANCIAL STATEMENTS - UNAUDITED



1.   SUMMARY OF ACCOUNTING POLICIES (CONT'D)

     INVENTORY

     Inventory  is valued at the  lower of cost or  market  using the  first-in,
     first-out method.

     PROPERTY, PLANT AND EQUIPMENT

     Property, plant and equipment are carried at cost. Depreciation is computed
     using the  straight-line  method.  When  assets are  retired  or  otherwise
     disposed of, the cost and related accumulated depreciation are removed from
     the accounts, and any resulting gain or loss is reflected in income for the
     period.  The cost of  maintenance  and  repairs  is  charged  to  income as
     incurred,  whereas significant renewals and betterments are capitalized and
     deductions  are  made  for  retirements  resulting  from  the  renewals  or
     betterments.

     REVENUE RECOGNITION

     Sales are recognized when the product is delivered and customer  acceptance
     is obtained. Sales returns and allowances are immaterial.

     SHIPPING AND HANDLING

     Shipping  and  handling  are  included as part of the price  offered to the
     customer.  In all cases, costs related to this revenue are recorded in cost
     of sales.

     COMPREHENSIVE INCOME

     In 1998, the Company adopted  Statement of Financial  Accounting  Standards
     (SFAS) No. 130, "Reporting  Comprehensive Income." SFAS No. 130 establishes
     reporting   requirements  of  comprehensive   income  and  its  components.
     Comprehensive  income for the Company  consists of net loss and  unrealized
     gains and losses on available for sale  securities  and is presented in the
     statement of comprehensive  income.  Accumulated other comprehensive income
     is presented as a separate component of equity.

     INCOME TAXES

     Effective  January 1, 1987, the Company elected by unanimous consent of its
     stockholders  to be taxed as an S Corporation  under the  provisions of the
     Internal  Revenue Code.  Under these  provisions,  the Company does not pay
     federal or state corporate income taxes on its taxable income. Instead, the
     stockholders  are liable for  individual  federal and state income taxes on
     their respective shares of the Company's taxable income.

                                  (continued)

                                       8



                                   JOEL, INC.
                            D/B/A SIMON CANDY COMPANY
                                  AND PHARMALOZ
                               (AN S CORPORATION)

                    NOTES TO FINANCIAL STATEMENTS - UNAUDITED


1.   SUMMARY OF ACCOUNTING POLICIES (CONT'D)

     ADVERTISING

     Advertising  costs  are  expensed  within  the  period  in  which  they are
     utilized.  For the six  months  ended June 30,  2004 and 2003,  advertising
     expense  in the  amount  of  $3,599  and  $1,084  is  presented  as part of
     operating expenses.

     ART AND DEVELOPMENT COSTS

     Art and development costs are costs for printing dies,  artwork design, and
     cutting  dies for the  candy  and  cough  drop  wrappers.  These  costs are
     amortized on a straight-line basis over a period of three years.

     IMPAIRMENT

     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 based on
     the  expected  cash  flows,  a  loss  is  recognized  in the  statement  of
     operations.

     BASIS OF PRESENTATION

     The financial  statements have been prepared by management.  In the opinion
     of management,  all  adjustments  necessary for a fair  presentation of the
     financial  position,  results of operations and cash flows, for the periods
     indicated, have been made.

 2.  INVESTMENTS

     Available  for sale  securities  and their fair values at June 30, 2004 and
     December 31, 2003 are as follows:

                                             Gross        Gross
                                           Unrealized   Unrealized
          June 30, 2004        Cost          Gains        Losses      Fair Value
     ---------------------- -----------    ----------   ----------    ----------

     Common stock             $ 48,048     $ 43,612     $ (17,069)     $ 74,591
     Other                         229           --            --           229
                            -----------    ---------    ----------    ----------
                              $ 48,277     $ 43,612     $ (17,069)     $ 74,820
                            ===========    =========    ==========    ==========

                                  (continued)

                                       9




                                  JOEL, INC.
                            D/B/A SIMON CANDY COMPANY
                                  AND PHARMALOZ
                               (AN S CORPORATION)

                    NOTES TO FINANCIAL STATEMENTS - UNAUDITED


2.   INVESTMENTS (CONT'D)

                                             Gross        Gross
                                           Unrealized   Unrealized
       December 31, 2003        Cost         Gains        Losses      Fair Value
     ---------------------- -----------    ----------   ----------    ----------


     Common stock           $   48,143     $   46,785   $(15,788)     $   79,140
     Other                         229          ---        ---               229
                            -----------    ----------   --------=-    ----------

     Equity securities      $   48,372     $   46,785   $(15,788)     $   79,369
                            ===========    ==========   ==========    ==========


3.   INVENTORIES

     Inventories  at  June  30,  2004  and  December  31,  2003  consist  of the
     following:

                                                2004           2003
                                           ------------   ------------

     Raw materials                         $   719,220    $   644,504
     Finished goods                            260,424        223,028
                                           ------------   ------------
                                           $   979,644    $   867,532
                                           ============   ============


4.   CASH VALUE OF LIFE INSURANCE

     The cash value of life insurance is recorded net of policy loans of $71,785
     and $61,598 at June 30, 2004 and December 31, 2003.


                                  (continued)

                                       10



                                  JOEL, INC.
                            D/B/A SIMON CANDY COMPANY
                                  AND PHARMALOZ
                               (AN S CORPORATION)

                    NOTES TO FINANCIAL STATEMENTS - UNAUDITED


5.   PROPERTY, PLANT AND EQUIPMENT

     A summary of  property,  plant and  equipment at June 30, 2004 and December
     31, 2003 as follows:

                                      Estimated
                                     Useful Lives         2004          2003
                                    --------------    ------------   -----------

     Land                                ---          $   146,458    $   146,458
     Buildings                       10-40 Years        3,530,897      3,571,612
     Machinery and equipment          3-10 Years        7,103,148      7,655,527
     Autos and trucks                  3-5 Years          108,672        119,934
     Furniture and fixtures           3-10 Years          284,678        635,788
     Leasehold improvements              5 Years            ---            5,651

                                                       11,173,853     12,134,970
     Accumulated depreciation                          (8,157,373)    (8,901,591)
                                                      -----------    -----------
                                                      $ 3,016,480    $ 3,233,379


     Depreciation expense totaled $213,889 and $240,000 for the six months ended
     June 30, 2004 and 2003.


6.   LINE OF CREDIT

     The Company has available for its use a line of credit with M&T Bank in the
     amount of $700,000  at June 30, 2004 and  December  31,  2003.  Any amounts
     borrowed  are payable on demand and bear  interest at the bank's prime rate
     plus 0.5%  (4.75% at June 30,  2004 and 4.5% at  December  31,  2003).  The
     amount advanced  against this line of credit totaled  $369,425 and $287,012
     as of June 30, 2004 and  December 31,  2003.  This  agreement is secured by
     various corporate assets and four life insurance  policies on the officers.
     The line of credit agreement expires April 15, 2008.


7.   NOTES PAYABLE - STOCKHOLDERS

     Notes  payable,  in the amount of $536,250 at June 30, 2004 and $524,550 at
     December 31, 2003 to stockholders  Kristin Deck and Andrew Deck are payable
     upon  demand  and bear  interest  at 5.43% per annum.  No annual  principal
     repayments are required per the note  agreement.  However,  these notes are
     subordinate  to the M&T Bank  debt and no  payments  shall be  demanded  or
     required  until such time as repayment is permitted  under the terms of the
     Company's commercial financing agreement.  Interest continues to be accrued
     during the deferral  period.  For the six month periods ended June 30, 2004
     and 2003, interest expense was $11,700 and $11,700.


                                  (continued)

                                       11




                                  JOEL, INC.
                            D/B/A SIMON CANDY COMPANY
                                  AND PHARMALOZ
                               (AN S CORPORATION)

                    NOTES TO FINANCIAL STATEMENTS - UNAUDITED



8.   LONG-TERM DEBT

     Long-term  debt at June 30,  2004 and  December  31,  2003  consists of the
     following:

                                                                         2004         2003
                                                                      ----------   ----------

     Capital Lease Payable - Susquehanna  Commercial Leasing
     requires monthly payments of $182 including interest at
     11% through March 2007.                                          $   4,975    $    ---

     Note payable - M&T Bank,  requires  monthly payments of
     $8,863 including  interest at 6.25% through April 2008.
     The note is  secured  by  virtually  all  assets of the
     Company.                                                           519,284       555,287
                                                                      ----------   -----------

                                                                        524,259       555,287

     Less current portion                                                80,241        73,576
                                                                      ----------   -----------

     Total notes payable - long-term                                  $ 444,018    $  481,711
                                                                      ==========   ===========

     Maturities of long-term debt in each of the next four years are as follows:

         For the 12 Months Ended
     -----------------------------

           June 30, 2005                                                           $  80,241
           June 30, 2006                                                              85,508
           June 30, 2007                                                              89,142
           June 30, 2008                                                             269,368
                                                                                   ----------
                                                                                   $ 524,259
                                                                                   ==========

9.   LOAN COVENANTS

     There are certain financial covenants  applicable to the line of credit and
     term loan agreement  pertaining to current ratio,  debt coverage ratio, and
     tangible net worth. The Company met each of these financial covenants as of
     June 30, 2004 and December 31, 2003.


                                  (continued)

                                       12





                                  JOEL, INC.
                            D/B/A SIMON CANDY COMPANY
                                  AND PHARMALOZ
                               (AN S CORPORATION)

                    NOTES TO FINANCIAL STATEMENTS - UNAUDITED


10.  OPERATING LEASES

     The  Company   leases   computer   equipment   and  lab   equipment   under
     non-cancelable  operating  leases expiring  through May 2007. Lease expense
     under  these  operating  leases for the six months  ended June 30, 2004 and
     2003 was $19,000 and $32,141.

     Future minimum lease  payments under all operating  leases for years ending
     June 30 are as follows:

           2005                                                   $    17,749
           2006                                                        14,660
           2007                                                         4,623
                                                                  -----------

                                                                  $    37,032
                                                                  ===========



11.  SELF-FUNDING GROUP INSURANCE RESERVE

     The Company administers a limited self-funding group insurance plan for the
     medical and dental  health  benefits  of its  employees.  Employee  medical
     claims are paid by the  Company as  incurred up to a maximum of $25,000 per
     person per year. A "stop-loss"  insurance  policy is carried by the Company
     to cover  individual  medical claims in excess of $25,000.  Employee dental
     claims  are paid by the  Company  as  incurred  up to a limit of $1,000 per
     person per year.  At June 30,  2004 and  December  31,  2003,  a reserve of
     $36,241 and $34,829 has been  established  by the Company to settle  claims
     and for incurred but not reported claims.


12.  PENSION PLAN

     In October 1987, the Company adopted a 401(k) plan. The Company contributes
     $10 on the first $2 each  employee  contributes  per week.  If the employee
     contributes   greater  than  $2,  the  Company   matches  50%  of  employee
     contributions to the plan up to 5% of total  compensation.  For the periods
     ended June 30, 2003 and 2004 pension expense was $30,612 and $31,489.


                                  (continued)

                                       13





13.  SIGNIFICANT CUSTOMERS

     The Company made sales to the following company,  which is considered to be
     a significant  customer.  Revenues earned from all other customers included
     those whose revenues  earned during the year did not  constitute  more than
     10% of the total.

                                   Percentage of Accounts      Percentage of Net Sales,
                                       Receivable at               Six Months Ended
                                   -----------------------     ------------------------
                                    June 30,  December 31,      June 30,     June 30,
                                      2004       2003             2004         2003
                                   ---------  ------------     ---------    -----------

     Quigley Corporation              20%         7%              58%          42%


14.  SIGNIFICANT SUPPLIERS

     The  Company  made  purchases  from  the  following  companies,  which  are
     considered to be significant suppliers.  However,  management believes that
     alternative suppliers of equivalent products are available if these vendors
     are unable to provide necessary products or services.

                                                                   Total Purchases,
                                                                   Six Months Ended
                                                             ---------------------------
                                                                June 30,       June 30,
                                                                 2004           2003
                                                             -----------     -----------

     The American Sugar Refining Co.                              8%            11%
     C-P Converters, Inc.                                         5%             6%
     Dee Paper Company, Inc.                                      6%             3%


15.  EXCLUSIVE SUPPLY AGREEMENT

     On March 17, 1997, the Company entered into an exclusive  supply  agreement
     with the Quigley  Corporation  (a  significant  customer - see note 13). An
     amendment to the original  agreement  was signed which is effective  for an
     additional  period of two years from March 17,  2004,  with yearly  renewal
     thereafter.


                                       14

EX-99

                                                                    Exhibit 99.4

                             THE QUIGLEY CORPORATION
    UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS


INTRODUCTION

The Quigley  Corporation (the "Company"),  through its wholly-owned  subsidiary,
Quigley  Manufacturing  Inc.  ("QMI")  purchased  certain  assets of JoEL,  Inc.
("JoEL")  for  approximately  $5.1  million on October 1, 2004,  which  includes
payments of $4.1 million in cash, $3.0 million of the cash required was financed
through a term loan, and the issuance of $1.0 million of the Company's stock, or
113,097 shares.

The acquisition of these assets, includes inventory, land, buildings,  machinery
and  equipment of two  manufacturing  facilities  and the  assumption of accrued
vacation wages of approximately $70,000 of the former employees of JoEL that are
now employees of QMI.

JoEL is a FDA approved  contract  manufacturer  of lozenges and other candy food
products and has been the exclusive  manufacturer of the Company's  Cold-Eeze(R)
lozenge since its launch in 1995. JoEL has also manufactured  private label hard
candies, lozenges and throat drops for other prominent Over-the-Counter products
companies.

The  Company is engaged in the  development,  manufacturing,  and  marketing  of
homeopathic and health products that are being offered to the general public and
the research and development of potential  prescription products. The Company is
organized  into  three  business  segments  which are Cold  Remedy,  Health  and
Wellness,  and  Ethical  Pharmaceutical.   For  the  historical  fiscal  periods
presented,  the  Company's  revenues  have come from the  Company's  Cold Remedy
business segment and the Health and Wellness business segment.

The pro forma information set forth includes the condensed combined consolidated
balance  sheet  as of June  30,  2004 and the  condensed  combined  consolidated
statements  of  operations  for the year  ended  December  31,  2003 and for the
six-months  ended June 30,  2004 of the  Company and JoEL,  which  includes  the
elimination of intercompany  transactions  and adjustments  necessary to reflect
preliminary  current fair values of the assets  acquired,  loans and liabilities
assumed with their related effects in the incomes  statements  presented.







                                                             THE QUIGLEY CORPORATION
                                        UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED BALANCE SHEET
                                                                  JUNE 30, 2004

                                                                   Historical
                                                        ------------------------------      Pro Forma        Pro Forma
                       ASSETS                               TQC                JoEl         Adjustments       Combined
                                                        -------------   --------------   ---------------   ------------
CURRENT ASSETS:
  Cash and Cash equivalents                              $ 13,736,331    $     22,796    ($    22,796) a
                                                                                           (1,162,539) b   $ 12,573,792
  Investments                                                                  74,820         (74,820) a
  Accounts Receivable, net                                  1,361,981         166,510        (166,510) a      1,361,981
  Inventory                                                 4,294,649         979,644
                                                                                           (1,008,922) d      4,265,371
  Prepaid expenses and current assets                         611,859          43,652         (43,652) a
                                                                                               39,868  b        651,727
                                                        -------------   --------------   ---------------   ------------
      TOTAL CURRENT ASSETS                                 20,004,820       1,287,422      (2,439,371)       18,852,871
                                                        -------------   --------------   ---------------   ------------

PROPERTY, PLANT AND EQUIPMENT - NET                         2,255,203       3,016,480      (3,016,480) a
                                                                                            4,310,829  b      6,566,032
                                                        -------------   --------------   ---------------   ------------
OTHER ASSETS:
  Cash value of life insurance                                              1,107,000      (1,107,000) a
  Goodwill                                                     30,763          30,763
  Other Assets                                                115,217          52,692         (52,692) a        115,217

                                                        -------------   --------------   ---------------   ------------
      TOTAL OTHER ASSETS                                      145,980       1,159,692      (1,159,692)          145,980
                                                        -------------   --------------   ---------------   ------------
TOTAL ASSETS                                             $ 22,406,003    $  5,463,594    ($ 2,304,714)     $ 25,564,883
                                                        =============   ==============   ===============   ============


                    LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Current portion of long term debt                                      $     80,241    ($    80,241) a
  Line of credit                                                              369,425        (369,425) a
                                                                                              428,571  c   $    428,571
  Notes payable, stockholders                                                 536,250        (536,250) a
  Accounts payable                                       $    535,856         252,574        (252,574) a        535,856
  Accrued royalties and sales commissions                     635,041         635,041
  Accrued advertising                                         400,340         400,340
  Other current liabilities                                 1,669,515         140,484         (70,484) a
                                                                                               92,000  b      1,831,515
                                                        -------------   --------------   ---------------   ------------
      TOTAL CURRENT LIABILITIES                             3,240,752       1,378,974        (788,403)        3,831,323
                                                        -------------   --------------   ---------------   ------------

Long term debt                                                                444,018        (444,018) a
                                                                                            2,571,429  c      2,571,429
                                                        -------------   --------------   ---------------   ------------

Commitments and Contingencies

TOTAL LIABILITIES                                           3,240,752       1,822,992       1,339,008         6,402,752

Minority Interest                                              58,706            --              --              58,706
                                                        -------------   --------------   ---------------   ------------

STOCKHOLDERS' EQUITY:
  Common stock                                                  8,082          10,000         (10,000) a
                                                                                                   57  b          8,139
  Additions paid-in-capital                                34,295,452           8,000          (8,000) a
                                                                                              926,101  b     35,221,553
  Retained earnings                                         9,991,170       3,596,059      (3,596,059) a
                                                                                             (929,278) d      9,061,892
  Accumulated other comprehensive income                                       26,543         (26,543) a
  Less : Treasury stock                                   (25,188,159)    (25,188,159)
                                                        -------------   --------------   ---------------   ------------
      TOTAL STOCKHOLDERS' EQUITY                           19,106,545       3,640,602      (3,643,722)       19,103,425
                                                        -------------   --------------   ---------------   ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY               $ 22,406,003    $  5,463,594    ($ 2,304,714)     $ 25,564,883
                                                        =============   ==============   ===============   ============



                                                              THE QUIGLEY CORPORATION
                                    UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENT OF OPERATIONS
                                                           YEAR ENDED DECEMBER 31, 2003

                                                                   Historical
                                                        ------------------------------      Pro Forma        Pro Forma
                                                            TQC                JoEl         Adjustments       Combined
                                                        -------------   --------------   ---------------   -------------


Net Sales                                                $ 41,499,163    $  6,073,821    ($ 2,585,971) e   $ 44,987,013

Cost of Sales                                              21,487,763       4,979,212      (3,172,141) f     23,294,834
                                                        -------------   --------------   ---------------   -------------

Gross Profit                                               20,011,400       1,094,609         586,170        21,692,179
                                                        -------------   --------------   ---------------   -------------

Operating Expenses:
          Sales and marketing                               6,166,318         167,467                         6,333,785
          Administration                                    9,843,846       1,132,989          70,052  g     11,046,887
          Research and development                          3,365,698                                         3,365,698
                                                        -------------   --------------   ---------------   -------------

Total Operating Expenses                                   19,375,862       1,300,456          70,052        20,746,370
                                                        -------------   --------------   ---------------   -------------

Income (Loss) from Operations                                 635,538        (205,847)        516,118           945,809
                                                        -------------   --------------   ---------------   -------------

Interest, net and Other Income                                 93,385         (39,536)        (65,206) h        (11,357)
                                                        -------------   --------------   ---------------   -------------

Income from Continuing
          Operations before taxes                             728,923        (245,383)        450,912           934,452
                                                        -------------   --------------   ---------------   -------------

Income Taxes                                                     --              --              --              --
                                                        -------------   --------------   ---------------   -------------

Income from Continuing
          Operations                                     $    728,923    ($   245,383)   $    450,912      $    934,452
                                                        =============   ==============   ===============   =============

Basic earning per common share:
  Income  from continuing operations                     $       0.06                                      $       0.08
                                                        =============                                      =============
  Weighted average shares outstanding                      11,467,087                                        11,580,184
                                                        =============                                      =============

Diluted earning per common share:
  Income  from continuing operations                     $       0.05                                      $       0.06
                                                        =============                                      =============
  Weighted average shares outstanding                      14,910,246                                        15,023,343
                                                        =============                                      =============








                                                                 THE QUIGLEY CORPORATION
                                       UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENT OF OPERATIONS
                                                          SIX MONTHS ENDED JUNE 30, 2004


                                                                   Historical
                                                        ------------------------------      Pro Forma        Pro Forma
                                                            TQC                JoEl         Adjustments       Combined
                                                        -------------   --------------   ---------------   -------------



Net Sales                                                $ 16,506,799    $  2,592,438    ($ 1,396,507) e  $ 17,702,730

Cost of Sales                                               9,209,673       2,187,429      (1,227,165) i    10,169,937
                                                        -------------   --------------   ---------------   ------------

Gross Profit                                                7,297,126         405,009        (169,342)       7,532,793
                                                        -------------   --------------   ---------------   ------------

Operating Expenses:
         Sales and marketing                                2,457,540          64,264                        2,521,804
         Administration                                     4,805,240         639,573          26,034  j     5,470,847
         Research and development                           1,767,849                                        1,767,849
                                                        -------------   --------------   ---------------   ------------

Total Operating Expenses                                    9,030,629         703,837          26,034        9,760,500
                                                        -------------   --------------   ---------------   ------------

Loss from Operations                                       (1,733,503)       (298,828)       (195,376)      (2,227,707)
                                                        -------------   --------------   ---------------   ------------

Interest, net and Other Income                                 39,396         (32,279)        (12,629) k        (5,512)
                                                        -------------   --------------   ---------------   ------------

Loss from Continuing
         Operations before taxes                           (1,694,107)       (331,107)       (208,005)      (2,233,219)
                                                        -------------   --------------   ---------------   ------------

Income Taxes                                                     --              --              --              --
                                                        -------------   --------------   ---------------   ------------

Loss from Continuing
         Operations                                      ($ 1,694,107)   ($   331,107)   ($   208,005)    ($ 2,233,219)
                                                        =============   ==============   ===============  =============


Basic earning per common share:
  Income (loss) from continuing operations               ($      0.15)                                    ($      0.19)
                                                        ============-                                     =============
  Weighted average shares outstanding                      11,511,390                                       11,624,487
                                                        =============                                     =============

Diluted earning per common share:
  Income (loss) from continuing operations               ($      0.15)                                    ($      0.19)
                                                        =============                                     =============
  Weighted average shares outstanding                      11,511,390                                       11,624,487
                                                        =============                                     =============





                             THE QUIGLEY CORPORATION
 NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS


1. BASIS OF PRESENTATION

The Condensed Combined Consolidated Financial Statements include the accounts of
the Company and its wholly owned  subsidiaries.

On October 1, 2004,  the  Company  acquired  substantially  all of the assets of
JoEL, Inc, including inventory, land, buildings,  machinery and equipment of two
manufacturing facilities located in Lebanon and Elizabethtown,  Pennsylvania for
approximately $5.1 million,  which includes payments of $4.1 million in cash and
$1.0 million of the Company's  common stock. The acquisition is accounted for by
the purchase method of accounting and accordingly, the operating results will be
included in the Company's  consolidated  financial  statements  from the date of
acquisition.

The Company  funded the $4.1 million  cash  portion of the  purchase  price with
proceeds  from a commercial  loan and through its current  working  capital.  To
satisfy the common stock  component of the purchase  price,  the Company  issued
113,097 shares of its common stock to the stockholders of JoEL.  Pursuant to the
Agreement,  the  number of shares to be issued  was  determined  by the  average
closing price of the Company's common stock for the period September 23, 2003 to
September  23,  2004.  The fair  value of $8.64  per  share  was  determined  by
averaging  the closing price for four business days before and after the closing
date of October 1, 2004.

The financing  portion  includes a loan obligation in the amount of $3.0 million
payable to PNC Bank,  N.A. and is secured by mortgages on real property  located
in each of Lebanon, Pennsylvania and Elizabethtown, Pennsylvania and was used to
finance the majority of the cash portion of the purchase price.  The Company can
elect  interest  rate  options  of either the Prime Rate or LIBOR plus 200 basis
points.  The loan is payable in eighty-four equal monthly principal  payments of
$35,714 commencing November 1, 2004, which such amounts payable are reflected in
the pro forma balance sheet as current maturities of long term debt amounting to
$428,571 and long term debt amounting to $2,571,429.

Accordingly,  the pro forma  information  and  corresponding  adjustments of the
aforementioned  transaction  are  made  solely  for  the  purpose  of  providing
unaudited pro forma condensed combined consolidated financial statements.

The Company  utilizes an asset and liability  approach for income  taxes,  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. 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.


2. PURCHASE PRICE

The preliminary  purchase price  allocation for the net assets acquired was also
adjusted  for the  fair  market  value  of the  Company's  stock  issued  in the
transaction.  The fair market value of the stock was determined by averaging the
closing  price for four  business  days  before  and after the  closing  date of
October 1, 2004. Additionally, the preliminary purchase price allocation for the
net assets  acquired  was also  adjusted  for  $70,000 of  vacation  liabilities
assumed,  which was calculated by  multiplying  unused earned hours at September
30,  2004  times  the  hourly  rate of each  former  JoEL  employee,  and  other
capitalized  transaction  costs.  The purchase  price  allocation is preliminary
since  additional  costs  associated  with  the  acquisitions  have not yet been
determined and audited.

The  following  is the  preliminary  purchase  price  allocation  for the  asset
purchase:

   The Company's issued 113,097 shares of its stock at $8.64 per share, net of
         transaction  costs of $51,000                                                $926,158
   Cash paid to JoEL, Inc. for net assets acquired                                   4,100,000
   Transaction costs paid by the Company                                               114,671
                                                                                    -----------
    Total purchase price                                                            $5,140,829
                                                                                    ===========


   Fair value of assets acquired:                                    Allocated Excess      Unallocated Excess
                                                                        Fair Value           Fair Value
                                                                     ----------------      ------------------
       Inventory                                                          $900,000  *           $900,000
       Land                                                                382,155  *            528,000
       Building & improvements                                             971,312  *          1,342,000
       Machinery and equipment                                           2,899,460  *          4,006,000
       Furniture and fixtures                                               57,902  *             80,000
                                                                     ----------------      ------------------
       Total fair value of assets acquired                               5,210,829             6,856,000

       Vacation pay liability assumed of former JoEL employees             (70,000)              (70,000)
       Excess of net fair value over purchase price*                                          (1,645,171)
                                                                     ----------------      ------------------
   Total net assets acquired                                            $5,140,829            $5,140,829
                                                                     ================      ==================

   * The sum of the assets acquired and liabilities  assumed  exceeded the cost
      of the  acquired  assets  (excess  over cost of  excess).  This  excess is
      allocated as a pro rata reduction of the amounts that otherwise would have
      been assigned to all of the long-lived acquired assets.

The Company uses a  combination  of  straight-line  and  accelerated  methods in
computing  depreciation  for  financial  reporting  purposes.  The provision for
depreciation  reflected  in the  pro  forma  statements  has  been  computed  in
accordance  with the  following  ranges of estimated  asset lives:  building and
improvements  - twenty  years;  machinery  and  equipment - three to seven years;
and furniture and fixtures - seven years.

Depreciation  expense included in the pro forma Condensed Combined  Consolidated
Financial  Statements for the year ended December 31, 2003 and for the six-month
period ended June 30, 2004 were $1,032,829 and $ 507,824, respectively.


3. PRO FORMA ADJUSTMENTS

Adjustments   are   included  in  the  column   under  the  heading  "Pro  Forma
Adjustments."

a.   To eliminate historical assets, liabilities and equity not included as part
     of acquisition.

b.   To reflect  the  allocated  cost of the net assets  acquired  at their fair
     market value for property, equipment and inventory, including cash expended
     to JoEL and others for transaction costs or liabilities assumed or incurred
     and securities issued as payment for the assets purchased.  The preliminary
     fair value of the long-lived assets were based upon values as determined by
     accredited  independent  third parties,  which such  preliminary fair value
     determinations  were  completed by August  2004,  and will be updated as of
     October 1, 2004.

c.   To  reflect  the  incurrence  of a loan  obligation  in the  amount of $3.0
     million  payable to PNC Bank,  N.A.,  which is secured by mortgages on real
     property,  payable in  eighty-four  equal  monthly  principal  payments  of
     $35,714  commencing  November  1, 2004 and with  interest  rate  options of
     either the Prime Rate or LIBOR plus 200 basis points.  Amounts  payable are
     reflected in the pro forma balance sheet as current maturities of long-term
     debt amounting to $428,571 and long-term debt amounting to $2,571,429.

d.   To eliminate intercompany profit in the Company's historical inventory.

e.   To eliminate intercompany sales.

f.   To eliminate intercompany  items that are  reductions  for cost of products
     sold of  $2,585,971  and the net change in profit in inventory of $675,115;
     and to  reflect  incremental  depreciation  costs  that  are  increases  of
     $88,945.

g.   To  reflect  incremental  depreciation  costs of $4,681 and adjust for life
     insurance items not acquired as part of the acquisition of $65,371.

h.   To eliminate  intercompany  miscellaneous  income of $46,302 and to reflect
     incremental  interest  expense  costs  of  $18,904.   Additionally,  a  1/8
     fluctuation in the interest rate would approximate $12,434.



i.   To eliminate  intercompany  items that are  reductions for cost of products
     sold of  $1,396,507  and to reflect  other items that are increases for the
     net change in profit in inventory of $122,025; and incremental depreciation
     costs of $47,317.

j.   To  reflect  incremental  depreciation  costs of $2,491 and adjust for life
     insurance items not acquired as part of the acquisition of $23,543.

k.   To  eliminate  intercompany  miscellaneous  income of $2,121 and to reflect
     incremental  interest  expense  costs  of  $10,508.   Additionally,  a  1/8
     fluctuation in the interest rate would approximate $5,662.


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  shared in the  earnings  of the  entity.  Diluted  EPS also
utilizes the treasury  stock method which  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 variety  of
results for each period presented.

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


                                                                                Year Ended                  Six-Months Ended
                                                                             December 31, 2003               June 30, 2004
                                                                       ------------------------------------------------------------
                                                                       Income     Shares      EPS     Loss      Shares       EPS
                                                                       ------------------------------------------------------------

Basic EPS (historical)                                                 $  0.7      11.5     $ 0.06   ($ 1.7)     11.5      ($ 0.15)

Pro forma adjustments, JoEL historical & 113,097 shares issued             .2        .1       0.02      (.5)       .1        (0.04)
                                                                       ------------------------------------------------------------
        Pro forma combined basic EPS                                      0.9      11.6       0.08     (2.2)     11.6        (0.19)
                                                                       ------------------------------------------------------------
Dilutives (historical):

Options and warrants                                                      3.4
                                                                       ------------------------------------------------------------
      Pro forma combined diluted EPS                                   $  0.9      15.0     $ 0.06   ($ 2.2)     11.6      ($ 0.19)
                                                                       ============================================================

Options and warrants  outstanding at December 31, 2003 and at June 30, 2004 were
4,601,000  and  3,832,500,  respectively,  but were not included in the June 30,
2004   computation  of  diluted  earnings  per  share  because  the  effect  was
anti-dilutive.