-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RDTsS8nKekSGcPP1cegkdVY5DeTj6VVrY2DC4O1rhjFzk2Rm+QFLPFsemJwzS96a vgm88vnDZpp2CaHVrYyziQ== 0000921895-07-002530.txt : 20071105 0000921895-07-002530.hdr.sgml : 20071105 20071105162043 ACCESSION NUMBER: 0000921895-07-002530 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20070930 FILED AS OF DATE: 20071105 DATE AS OF CHANGE: 20071105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUIGLEY CORP CENTRAL INDEX KEY: 0000868278 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 232577138 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-21617 FILM NUMBER: 071214191 BUSINESS ADDRESS: STREET 1: KELLS BUILDING STREET 2: 621 SHADY RETREAT RD CITY: DOYLESTOWN STATE: PA ZIP: 18901 BUSINESS PHONE: 2153450919 MAIL ADDRESS: STREET 1: PO BOX 1349 STREET 2: LANDMARK BLDG, 10 S CLINTON ST CITY: DOYLESTOWN STATE: PA ZIP: 18901 10-Q 1 form10q03814_09302007.htm sec document

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q
(Mark One)

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

      For the quarterly period ended    September 30, 2007
                                        -------------------

                                       OR

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

      For the transition period from ______________ to ______________


                         Commission file number 0-21617

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



                Nevada                                    23-2577138
- --------------------------------------------------------------------------------
   (State or Other Jurisdiction of          (I.R.S. Employer Identification No.)
    Incorporation or Organization)

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

  Kells Building, 621 Shady Retreat Road, Doylestown, Pennsylvania       18901
- --------------------------------------------------------------------------------
        (Address of Principal Executive Offices)                      (Zip Code)


                                  (215)345-0919
         --------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


                                       N/A

- --------------------------------------------------------------------------------
 (Former Name, Former Address and Former Fiscal Year, ifChanged Since Last Report)

Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated  filer, or a  non-accelerated  filer. See definition of "accelerated
filer and large  accelerated  filer" in Rule 12b-2 of the Exchange  Act.  (Check
one):
Large Accelerated Filer [ ] Accelerated Filer [ X ] Non-Accelerated Filer [ ]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

As of October 31, 2007, there were 12,840,633 shares of common stock, $.0005 par
value per share, outstanding.



                                TABLE OF CONTENTS


                                                                        Page No.
             PART I - FINANCIAL INFORMATION


      Item 1.     Condensed Consolidated Financial Statements               3-14

      Item 2.     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations            15-25

      Item 3.     Quantitative and Qualitative Disclosures About
                  Market Risk                                                 25

      Item 4.     Controls and Procedures                                  25-26




            PART II - OTHER INFORMATION


      Item 1.     Legal Proceedings                                        26-27

      Item 6.     Exhibits                                                    27

      Signatures                                                              28


                                       -2-


                                         PART I. FINANCIAL INFORMATION

ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                            THE QUIGLEY CORPORATION
                                     CONDENSED CONSOLIDATED BALANCE SHEETS


                              ASSETS                                  September 30, 2007    December 31, 2006
                                                                         (Unaudited)
                                                                      ------------------    ------------------
CURRENT ASSETS:

      Cash and cash equivalents                                          $ 12,483,691           $ 17,756,759
      Accounts receivable (net of doubtful accounts of $236,437
        and $275,636)                                                       6,958,504              6,557,347
      Inventory                                                             5,803,167              4,262,104
      Prepaid expenses and other current assets                             1,050,813              1,217,097
                                                                         ------------           ------------
           TOTAL CURRENT ASSETS                                            26,296,175             29,793,307
                                                                         ------------           ------------

PROPERTY, PLANT AND EQUIPMENT - NET                                         4,517,192              4,838,076
                                                                         ------------           ------------

OTHER ASSETS                                                                  122,168                213,651
                                                                         ------------           ------------

TOTAL ASSETS                                                             $ 30,935,535           $ 34,845,034
                                                                         ============           ============


                              LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

      Accounts payable                                                   $    736,448           $    885,648
      Accrued royalties and sales commissions                               4,021,435              3,752,646
      Accrued advertising                                                   1,031,415              2,150,259
      Other current liabilities                                             3,512,504              2,463,481
                                                                         ------------           ------------
           TOTAL CURRENT LIABILITIES                                        9,301,802              9,252,034
                                                                         ------------           ------------


MINORITY INTEREST                                                              60,375                 63,563

COMMITMENTS AND CONTINGENCIES  (NOTE 6)

STOCKHOLDERS' EQUITY:

      Common stock, $.0005 par value; authorized 50,000,000;
        Issued:  17,486,686 and  17,330,686 shares                              8,743                  8,665
      Additional paid-in-capital                                           37,525,373             37,362,453
      Retained earnings                                                     9,227,401             13,346,478
      Less: Treasury stock, 4,646,053 and 4,646,053 shares, at cost
                                                                          (25,188,159)           (25,188,159)
                                                                         ------------           ------------
           TOTAL STOCKHOLDERS' EQUITY                                      21,573,358             25,529,437
                                                                         ------------           ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                               $ 30,935,535           $ 34,845,034
                                                                         ============           ============


                     See accompanying notes to condensed consolidated financial statements


                                                      -3-


                                                   THE QUIGLEY CORPORATION
                                       CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                        (UNAUDITED)


                                                     Three Months Ended                       Nine Months Ended
                                            September 30, 2007  September 30, 2006  September 30, 2007   September 30, 2006
                                            ------------------  ------------------  ------------------   ------------------

NET SALES                                      $ 11,840,432        $ 11,480,634        $ 25,907,735         $ 27,929,139
                                               ------------        ------------        ------------         ------------

COST OF SALES                                     4,901,476           5,220,967          11,856,273           14,047,473
                                               ------------        ------------        ------------         ------------

GROSS PROFIT                                      6,938,956           6,259,667          14,051,462           13,881,666
                                               ------------        ------------        ------------         ------------

OPERATING EXPENSES:
      Sales and marketing                         1,077,446           1,282,924           4,636,750            4,796,498
      Administration                              2,682,998           3,195,182           9,366,209           10,001,321
      Research and development                    2,020,007             891,886           4,795,932            2,534,051
                                               ------------        ------------        ------------         ------------
TOTAL OPERATING EXPENSES                          5,780,451           5,369,992          18,798,891           17,331,870
                                               ------------        ------------        ------------         ------------

INCOME (LOSS) FROM OPERATIONS                     1,158,505             889,675          (4,747,429)          (3,450,204)
                                               ------------        ------------        ------------         ------------

OTHER INCOME (EXPENSE)
      Interest and other income                     170,318             188,959             628,352              566,467
      Interest expense                                 --                  --                  --                (21,644)
                                               ------------        ------------        ------------         ------------

TOTAL OTHER INCOME (EXPENSE)                        170,318             188,959             628,352              544,823
                                               ------------        ------------        ------------         ------------

INCOME (LOSS) FROM OPERATIONS
  BEFORE TAXES                                    1,328,823           1,078,634          (4,119,077)          (2,905,381)
                                               ------------        ------------        ------------         ------------

INCOME TAXES                                           --                  --                  --                 88,599
                                               ------------        ------------        ------------         ------------

NET INCOME (LOSS)                              $  1,328,823        $  1,078,634        $ (4,119,077)        $ (2,993,980)
                                               ============        ============        ============         ============

INCOME (LOSS) PER COMMON SHARE:
     Basic                                     $       0.10        $       0.09        $      (0.32)        $      (0.25)
                                               ============        ============        ============         ============

     Diluted                                   $       0.10        $       0.08        $      (0.32)        $      (0.25)
                                               ============        ============        ============         ============

WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING:
      Basic                                      12,697,633          12,388,718          12,688,966           12,163,858
                                               ============        ============        ============         ============

      Diluted                                    13,095,839          13,242,127          12,688,966           12,163,858
                                               ============        ============        ============         ============


                            See accompanying notes to condensed consolidated financial statements


                                                             -4-


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


                                                                    Nine Months Ended
                                                      September 30, 2007         September 30, 2006
                                                      ------------------         ------------------

NET CASH USED IN OPERATING ACTIVITIES                    $( 4,983,486)              $( 2,939,591)
                                                         ------------               ------------


NET CASH FLOWS USED IN INVESTING ACTIVITIES                  (452,580)                  (467,361)
                                                         ------------               ------------


NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES               162,998                    118,849
                                                         ------------               ------------



NET DECREASE IN CASH                                       (5,273,068)                (3,288,103)


CASH & CASH EQUIVALENTS, BEGINNING OF PERIOD               17,756,759                 16,885,170
                                                         ------------               ------------


CASH & CASH EQUIVALENTS, END OF PERIOD                   $ 12,483,691               $ 13,597,067
                                                         ============               ============


                See accompanying notes to condensed consolidated financial statements


                                                 -5-


                             THE QUIGLEY CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1 - ORGANIZATION AND BUSINESS

The Quigley  Corporation (the "Company"),  organized under the laws of the state
of Nevada,  is engaged  in the  development,  manufacturing,  and  marketing  of
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 four  business  segments:  Cold  Remedy,  Health  and  Wellness,
Contract  Manufacturing  and  Ethical  Pharmaceutical.  For the  fiscal  periods
presented,  the majority of the Company's  revenues have come from the Company's
Cold Remedy and Health and Wellness business segments.

The Company's  principal  cold-remedy  product,  Cold-Eeze(R),  a zinc gluconate
glycine formulation  (ZIGG(TM)) is an over-the-counter  consumer product used to
reduce the duration  and  severity of the common  cold.  The lozenge form of the
product is manufactured by Quigley  Manufacturing  Inc. ("QMI"),  a wholly owned
subsidiary of the Company, which was formed following the acquisition of certain
assets and  assumption  of  certain  liabilities  of JoEl,  Inc.,  the  contract
manufacturer of the lozenge product prior to October 1, 2004.

Darius International Inc. ("Darius"),  a wholly owned subsidiary of the Company,
is a direct selling  organization  constituting  the Health and Wellness segment
that was formed in January  2000 to introduce  new  products to the  marketplace
through a network of independent distributor representatives.

In January 2001, the Company formed an Ethical  Pharmaceutical  segment which is
now Quigley Pharma Inc.  ("Pharma"),  a wholly-owned  subsidiary of the Company.
The result of that segment's  research and  development  activity may enable the
Company to diversify into the prescription drug market.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The  Condensed  Consolidated  Financial  Statements  include the accounts of the
Company and its wholly owned  subsidiaries.  All inter-company  transactions and
balances  have  been  eliminated.   Effective  March  31,  2004,  the  financial
statements include consolidated variable interest entities ("VIEs") of which the
Company is the primary beneficiary (see discussion in Note 3, "Variable Interest
Entity").

These financial  statements  have been prepared by management  without audit and
should be read in conjunction  with the  consolidated  financial  statements and
notes thereto  included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2006. In the opinion of management, all adjustments necessary
for a fair  presentation of the consolidated  financial  position,  consolidated
results of operations and consolidated  cash flows,  for the periods  indicated,
have been made.  The results of operations  for the three and nine month periods
ended September 30, 2007 and 2006 are not necessarily  indicative of the results
to be expected for the entire year or any other period.

USE OF ESTIMATES

The Company's  consolidated financial statements are prepared in accordance with
generally  accepted  accounting  principles  ("GAAP")  in the  United  Sates  of
America.  In  connection  with the  preparation  of the  consolidated  financial
statements,  the Company is required to make  assumptions  and  estimates  about
future events,  and apply judgments that affect the reported  amounts of assets,
liabilities,  revenue,  expenses  and related  disclosures.  These  assumptions,
estimates and judgments are based on historical  experience,  current trends and
other  factors  that  management  believes  to  be  relevant  at  the  time  the
consolidated   financial   statements  are  prepared.   Management  reviews  the
accounting policies,  assumptions,  estimates and judgments on a quarterly basis
to ensure the financial  statements are presented  fairly and in accordance with
GAAP. However, because future events and their effects cannot be determined with
certainty, actual results could differ from these assumptions and estimates, and
such differences could be material.

The Company is organized  into four  different  but related  business  segments,
Cold-Remedy,   Health  and   Wellness,   Contract   Manufacturing   and  Ethical
Pharmaceutical.  When providing for the appropriate  sales returns,  allowances,
cash discounts and cooperative incentive promotion costs, each segment applies a
uniform and  consistent  method for making  certain  assumptions  for estimating
these  provisions that are applicable to each specific  segment.  Traditionally,
these  provisions  are not  material  to  reported  revenues  in the  Health and
Wellness and  Contract  Manufacturing  segments  and the Ethical  Pharmaceutical
segment does not have any revenues.

                                      -6-


Provisions to these reserves  within the Cold Remedy segment  include the use of
such estimates, which are applied or matched to the current sales for the period
presented.  These  estimates  are based on  specific  customer  tracking  and an
overall historical  experience to obtain an applicable effective rate. Estimates
for sales returns are tracked at the specific  customer  level and are tested on
an annual  historical  basis,  and  reviewed  quarterly,  as is the estimate for
cooperative  incentive promotion costs. Cash discounts follow the terms of sales
and are taken by  virtually  all  customers.  Additionally,  the  monitoring  of
current occurrences,  developments by customer,  market conditions and any other
occurrences that could affect the expected  provisions for any future returns or
allowances, cash discounts and cooperative incentive promotion costs relative to
net sales for the period presented are also performed.

CASH EQUIVALENTS

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

INVENTORY VALUATION

Inventory is valued at the lower of cost,  determined  on a first-in,  first-out
basis (FIFO), or market.  Inventory items are analyzed to determine cost and the
market  value  and  appropriate   valuation   reserves  are   established.   The
consolidated  financial  statements  include a  specific  reserve  for excess or
obsolete  inventory  of  $764,566  and  $430,926  as of  September  30, 2007 and
December 31, 2006,  respectively.  Inventories  included raw  material,  work in
progress and packaging  amounts of  approximately  $1,700,000  and $1,077,000 at
September  30, 2007 and  December  31, 2006,  respectively,  with the  remainder
comprising finished goods.

PROPERTY, PLANT AND EQUIPMENT

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

CONCENTRATION OF RISKS

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

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

Trade accounts  receivable  potentially  subject 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.  It is not  anticipated  that any one  customer  will  exceed 10% of
consolidated sales in 2007. The Company's broad range of customers includes many
large wholesalers,  mass merchandisers and multi-outlet pharmacy chains, five of
which account for a significant percentage of sales volume, representing 46% and
35% of sales volume for the respective  three month periods ended  September 30,
2007 and 2006 and 33% and 25% for the nine month  periods  ended  September  30,
2007 and 2006,  respectively.  Customers  comprising  the five largest  accounts
receivable  balances  represented 52% and 56% of total trade receivable balances
at September 30, 2007 and December 31, 2006, respectively. During the nine month
periods ended  September 30, 2007 and 2006,  approximately  11% of the Company's
net sales for each period were related to international markets.

The Company's revenues are currently  generated from the sale of the Cold-Remedy
products  which  approximated  60% and 51% of total  revenues  in the nine month
periods ended September 30, 2007 and 2006, respectively. The Health and Wellness
segment approximated 33% and 44%, respectively,  for the nine month periods. The
Contract  Manufacturing  segment  approximated 7% and 5% for the respective nine
month periods.

Raw materials used in the production of the products are available from numerous
sources.  Raw  materials  for the  Cold-Eeze(R)  lozenge  product  is  currently
procured  from a single  vendor in order to secure  purchasing  economies.  In a
situation where this one vendor is not able to supply QMI with the  ingredients,
other sources have been  identified.  Should these product sources  terminate or


                                      -7-


discontinue  for any reason,  the Company has  formulated a contingency  plan in
order to prevent such  discontinuance  from  materially  affecting the Company's
operations.  Any such termination may,  however,  result in a temporary delay in
production  until  the  replacement  facility  is  able to  meet  the  Company's
production requirements.

Darius' products for resale can be sourced from several suppliers.  In the event
that such  sources are no longer in a position to supply  Darius with  products,
other vendors have been identified as reliable alternatives with minimal adverse
loss of business.

LONG-LIVED ASSETS

The Company reviews its long-lived  assets with definite lives 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
discounted cash flows compared to the related asset value, an impairment loss is
recognized in the Statement of Operations.

REVENUE RECOGNITION

Sales are recognized at the time ownership is transferred to the customer, which
for the Cold Remedy segment is the time the shipment is received by the customer
and for both the Health and  Wellness  segment  and the  Contract  Manufacturing
segment,  when the  product is shipped to the  customer.  Revenue is reduced for
trade promotions,  estimated sales returns,  cash discounts and other allowances
in the same  period  as the  related  sales  are  recorded.  The  Company  makes
estimates of potential  future product returns and other  allowances  related to
current period revenue. The Company analyzes historical returns, current trends,
and changes in customer and consumer  demand when evaluating the adequacy of the
sales  returns  and other  allowances.  The  consolidated  financial  statements
include  reserves of $538,867  for future  sales  returns and $489,648 for other
allowances  as of  September  30, 2007 and $534,176 and $429,546 at December 31,
2006,  respectively.  The 2007 and 2006  reserve  balances  include a  remaining
returns  provision at September 30, 2007 and December 31, 2006 of  approximately
$112,000 and  $113,000,  respectively,  in the event of future  product  returns
following  the  discontinuation  of the  Cold-Eeze(R)  Cold  Remedy  Nasal Spray
product  in  September  2004.  The  reserves  also  include an  estimate  of the
uncollectability of accounts  receivable  resulting in a reserve of $247,201 and
$275,636 at September 30, 2007 and December 31, 2006, respectively.

COST OF SALES

For the Cold  Remedy  segment,  in  accordance  with  contract  terms,  payments
calculated  based  upon  net  sales  collected  to  the  patent  holder  of  the
Cold-Eeze(R)  formulation amounting to $293,265 and $658,374  respectively,  for
the nine month  periods  ended  September 30, 2007 and 2006 are presented in the
financial statements as cost of sales (see also Note 4).

In the Health and Wellness  segment,  agreements  with  Independent  Distributor
Representatives  ("IR's")  require  payments to them to be calculated based upon
net  commissionable  sales of other  IR's in their  down-line  and not on any of
their  individual  purchases  of  products  including  not  taking  title to the
products  that are sold by other  IR's.  In  accordance  with  EITF  01-9,  such
payments to the IR's do not qualify as a reduction of the selling price as these
payments are not offered as an  allowance  or as a  percentage  rebate of direct
purchases  made,  and  the  IR's  are  not  offered  any  cooperative  incentive
promotions  of any type.  Such  payments,  among other  factors,  are related to
expand the cycle of additional IR's and for maintaining the distribution channel
for this segment's products.

Accordingly,  such distribution  payments amounting to $1,067,191 and $1,502,653
for the three month periods ended September 30, 2007 and 2006, respectively, and
$3,197,668 and  $5,404,690  for the nine month periods ended  September 30, 2007
and 2006,  respectively,  are presented in the  financial  statements as cost of
sales.

OPERATING EXPENSES

Agreements  relating  to the Cold Remedy  segment  with a major  national  sales
brokerage firm are for this firm to sell the manufactured  Cold-Eeze(R)  product
to our customers.  Such related costs are presented in the financial  statements
as selling expenses.

In the Health and Wellness Segment,  the Company includes payments in accordance
with agreements with the former owner of its acquired proprietary  products,  to
be  calculated  based upon net sales  collected.  These  agreements  provide for
exclusivity,   consulting,   marketing   presentations,    confidentiality   and
non-compete  arrangements  with such payments being classified as administration
expense.


                                      -8-


SHIPPING AND HANDLING

Product  sales  relating to Health and  Wellness  products  carry an  additional
identifiable shipping and handling charge to the purchaser,  which is classified
as revenue. For the Cold Remedy and Contract Manufacturing  segments, such costs
are included as part of the invoiced  price.  In all cases costs related to this
revenue are recorded in cost of sales.

STOCK COMPENSATION

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

As of January 1, 2006, the Company  adopted SFAS 123R,  "SHARED BASED  PAYMENT".
The  adoption  of SFAS 123R did not have an impact  on the  Company's  financial
position or results of operations in the 2006 periods reported.

No stock options were granted in the nine month periods ended September 30, 2007
and 2006. All stock options granted prior to January 1, 2006 were fully vested.

ADVERTISING AND INCENTIVE PROMOTIONS

Advertising  and  incentive  promotion  costs are expensed  within the period in
which they are utilized. Advertising and cooperative incentive promotion expense
is comprised  of media  advertising,  presented  as part of sales and  marketing
expense;  cooperative incentive promotion, which is accounted for as part of net
sales;  and free  product,  which  is  accounted  for as part of cost of  sales.
Advertising  and incentive  promotion costs incurred for the three month periods
ended September 30, 2007 and 2006 were $1,145,829 and $1,218,827,  respectively;
the nine month  cost for the  periods  ended  September  30,  2007 and 2006 were
$4,205,576 and $3,634,182,  respectively. Included in prepaid expenses and other
current  assets was $303,150 and $258,215 at September 30, 2007 and December 31,
2006, respectively, relating to prepaid advertising and promotion expenses.

RESEARCH AND DEVELOPMENT

Research and development costs are charged to operations in the period incurred.
Expenditures  for the three month periods ended September 30, 2007 and 2006 were
$2,020,007  and  $891,886,  respectively;  the nine month  costs for the periods
ended September 30, 2007 and 2006 were $4,795,932 and $2,534,051,  respectively.
Principally,  research  and  development  costs are  related to  Pharma's  study
activities and costs associated with Cold-Eeze(R) products.

INCOME TAXES

The  Company  utilizes  the asset and  liability  approach  which  requires  the
recognition  of  deferred  tax  assets  and   liabilities  for  the  future  tax
consequences  of events that have been  recognized  in the  Company's  financial
statements or tax returns.  In estimating future tax  consequences,  the Company
generally  considers all expected future events other than enactments of changes
in the tax law or rates. 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.  See Note 8 -
Income Taxes, for further discussion.

Effective January 1, 2007, the Company adopted Financial  Interpretation ("FIN")
No. 48,  ACCOUNTING FOR  UNCERTAINTY IN INCOME TAXES-AN  INTERPRETATION  OF FASB
STATEMENT NO. 109. This  interpretation  prescribes a recognition  threshold and
measurement attribute for the financial statement recognition and measurement of
a tax position taken or expected to be taken in a tax return. The interpretation
contains  a  two-step  approach  to  recognizing  and  measuring  uncertain  tax
positions  accounted for in  accordance  with SFAS No. 109. The first step is to
evaluate  the tax  position  for  recognition  by  determining  if the weight of
available  evidence  indicates that it is more likely than not that the position
will  be  sustained  on  audit,  including  resolution  of  related  appeals  or
litigation  processes,  if any. The second step is to measure the tax benefit as
the largest  amount which is more than fifty  percent  likely of being  realized
upon  ultimate   settlement.   The  interpretation  also  provides  guidance  on
derecognition,  classification,  interest and penalties,  and other matters. The
adoption did not have an effect on the consolidated financial statements.

As a result of the Company's  continuing tax losses,  the Company has recorded a
full valuation  allowance  against a net deferred tax asset.  Additionally,  the
Company has not recorded a liability for unrecognized tax benefits subsequent to
the adoption of FIN 48.

The  tax  years  2004-2006  remain  open  to  examination  by the  major  taxing
jurisdictions to which the Company is subject.


                                      -9-


FAIR VALUE OF FINANCIAL INSTRUMENTS

Cash  and  cash  equivalents,  accounts  receivable  and  accounts  payable  are
reflected  in the  consolidated  financial  statements  at carrying  value which
approximates fair value because of the short-term maturity of these instruments.
The fair value of long-term  debt was  approximately  equivalent to its carrying
value due to the fact that the interest  rates then available to the Company for
debt with similar terms was  approximately  equal to the interest  rates for its
existing debt.  Determination of the fair value of related party payables is not
practicable due to their related party nature.

RECENTLY ISSUED ACCOUNTING STANDARDS

In February 2007, the Financial  Accounting Standards Board ("FASB") issued SFAS
No. 159, The Fair Value Option for Financial Assets and Financial  Liabilities -
Including  an  amendment  of FASB No. 115 ("FAS  159").  The  Statement  permits
companies  to choose to measure many  financial  instruments  and certain  other
items at fair value. FAS 159 is effective for the Company  beginning  January 1,
2008. The Company is currently  evaluating the impact, if any, of FAS 159 on its
operating results and financial position.

NOTE 3 - VARIABLE INTEREST ENTITY

In December 2003, the Financial Accounting Standards Board (FASB or the "Board")
issued FASB  Interpretation  No. 46 (revised  December 2003),  CONSOLIDATION  OF
VARIABLE INTEREST ENTITIES (FIN 46R), to address certain  implementation issues.
FIN 46R varies  significantly from FASB Interpretation No. 46,  CONSOLIDATION OF
VARIABLE  INTEREST  ENTITIES  ("VIE")  (FIN 46),  which it  supersedes.  FIN 46R
requires the application of either FIN 46 or FIN 46R by "Public Entities" to all
Special  Purpose  Entities  ("SPEs")  at the end of the first  interim or annual
reporting  period ending after  December 15, 2003.  FIN 46R is applicable to all
non-SPEs created prior to February 1, 2003 by Public Entities that are not small
business  issuers  at the end of the first  interim or annual  reporting  period
ending after March 15, 2004.  Effective  March 31, 2004, the Company adopted FIN
46R for VIE's formed prior to February 1, 2003. The Company has determined  that
Scandasystems,  a related party, qualifies as a variable interest entity and the
Company has  consolidated  Scandasystems  beginning with the quarter ended March
31,  2004.  Due to the  fact  that  the  Company  has no  long-term  contractual
commitments or guarantees,  the maximum exposure to loss is insignificant.  As a
result of consolidating the VIE of which the Company is the primary beneficiary,
the Company recognized a minority interest of approximately  $60,375 and $63,563
on the Consolidated  Balance Sheets at September 30, 2007 and December 31, 2006,
respectively,  which  represents  the  difference  between  the  assets  and the
liabilities recorded upon the consolidation of the VIE.

The liabilities recognized as a result of consolidating the VIE do not represent
additional claims on the Company's general assets. Rather, they represent claims
against  the  specific  assets  of  the  consolidated  VIE.  Conversely,  assets
recognized as a result of  consolidating  this VIE do not  represent  additional
assets  that could be used to  satisfy  claims  against  the  Company's  general
assets.  Reflected on the Company's Consolidated Balance Sheets at September 30,
2007 and December 31, 2006, respectively, are $63,950 and $64,592 of VIE assets,
representing  all of the  assets of the VIE.  The VIE  assists  the  Company  in
acquiring  licenses and with  research  and  development  activities  in certain
countries.

NOTE 4 - PATENT RIGHTS AND RELATED ROYALTY COMMITMENTS

The Company has maintained a separate  representation and distribution agreement
relating to the development of the zinc gluconate  glycine product  formulation.
In return for exclusive  distribution rights, the Company must pay the developer
a 3% royalty and a 2%  consulting  fee based on sales  collected,  less  certain
deductions,  throughout the term of this  agreement,  which expired in May 2007.
However,  the  Company  and  the  developer  are in  litigation  and as  such no
potential offset from such litigation for these fees have been recorded.

The expenses for the respective  periods relating to such agreement  amounted to
zero and  $340,595,  for the three month  periods  ended  September 30, 2007 and
2006, respectively; the nine month costs for the period ended September 30, 2007
and 2006 were $293,265 and  $658,374,  respectively.  Amounts  accrued for these
expenses  at  September  30, 2007 and  December  31,  2006 were  $3,524,030  and
$3,230,765, respectively, all non-related party balances.

NOTE 5 - OTHER CURRENT LIABILITIES

Included in other  current  liabilities  are $545,184  and  $234,208  related to
accrued compensation at September 30, 2007 and December 31, 2006, respectively.


                                      -10-


NOTE 6 - COMMITMENTS AND CONTINGENCIES

Certain  operating  leases for  office and  warehouse  space  maintained  by the
Company resulted in rent expense for the three month periods ended September 30,
2007 and 2006 of $61,073,  and $91,575,  respectively;  the nine month costs for
the periods  ended  September  30,  2007 and 2006 were  $244,607  and  $241,166,
respectively.  The Company has approximate future obligations over the next five
years as follows:

                               Property
              Research and    and Other
  Year         Development      Leases    Advertising     Other       Total
- -------------------------------------------------------------------------------
2007          $1,733,559     $   45,730   $1,532,564    $  226,415   $3,538,268
2008           2,473,677        184,264    2,102,693          --      4,760,634
2009                --          109,461         --            --        109,461
2010                --             --           --            --           --
2011                --             --           --            --           --
2012                --             --           --            --           --
- -------------------------------------------------------------------------------
Total         $4,207,236     $  339,455   $3,635,257    $  226,415   $8,408,363
- -------------------------------------------------------------------------------

Additional  advertising  and research and  development  costs are expected to be
incurred during the remainder of 2007.

The Company has an  agreement  with the former  owners of the Utah based  direct
marketing  and selling  company,  whereby the former  owners  receive  payments,
currently  totaling  5%  of  net  sales  collected,   for  product  exclusivity,
consulting,    marketing   presentations,    confidentiality   and   non-compete
arrangements.  However,  the Company and the former owners are in litigation and
as such no  potential  offset  from such  litigation  for  these  fees have been
recorded.  Amounts paid or payable under such  agreement  during the three month
periods  ended   September  30,  2007  and  2006,  were  $95,919  and  $143,753,
respectively; the nine month costs for periods ended September 30, 2007 and 2006
were $307,616 and $501,840, respectively.  Amounts payable under such agreement,
included in other  current  liabilities,  at September 30, 2007 and December 31,
2006 were $835,536 and $528,990, respectively.

The Company has several licensing and other contractual agreements, see Note 4.

                     MONIQUE FONTENOT DOYLE VS. THE QUIGLEY
             CORPORATION (U.S.D.C., W.D. LA. DOCKET NO.: 6:06CV1497)

On August 31, 2006,  the  plaintiff  filed an action  against the Company in the
United   States   District   Court  for  the  Western   District  of   Louisiana
(Lafayette-Opelousas  Division).  The  action  alleges  the  plaintiff  suffered
certain  losses and injuries as a result of the Company's  nasal spray  product.
Among the allegations of plaintiff are breach of express  warranties and damages
pursuant to the Louisiana Products Liability Act.

A trial date has been set for August 4, 2008. Discovery is not yet complete. The
Company  believes the  plaintiff's  claims are without  merit and is  vigorously
defending this lawsuit.


      HOWARD POLSKI AND SHERYL POLSKI VS. THE QUIGLEY CORPORATION, ET AL. (
                U.S.D.C., D. MINN. DOCKET NO.: 04-4199 PJS/JJG)

On August  12,  2004,  plaintiffs  filed an action  against  the  Company in the
District  Court for  Hennepin  County,  Minnesota,  which was not  served  until
September 2, 2004.  On September 17, 2004,  the Company  removed the case to the
United States  District Court for the District of Minnesota.  The action alleges
that  plaintiffs  suffered  certain  losses  and  injuries  as a  result  of the
Company's  nasal  spray  product.   Among  the  allegations  of  plaintiffs  are
negligence,  products liability,  breach of express and implied warranties,  and
breach of the Minnesota Consumer Fraud Statute.

The Company  believes the  plaintiffs'  claims are without merit and  vigorously
defended this lawsuit.  On September 5, 2007, the Company obtained a judgment in
its favor,  as a matter of law, and that  decision is  currently on appeal;  the
Company  believes  the appeal  lacks  merit,  and that the judgment of the trial
court will be affirmed.


                                      -11-


At the present  time this matter is being  defended by the  Company's  liability
insurance  carrier.  Based upon the information the Company has at this time, it
believes the action will not have a material impact to the Company.  However, at
this time no prediction as to the outcome can be made.

                          TERMINATED LEGAL PROCEEDINGS

                   BONNIE L. HURD. VS. THE QUIGLEY CORPORATION
              (PA. C.C.P., BUCKS COUNTY, DOCKET NO.: 06-10055-13-2)

On October 31, 2006,  plaintiff  filed an action in the Court of Common Pleas of
Bucks  County,  Pennsylvania.  The  complaint  was  served on the  Company  soon
thereafter.  The  action  alleges  the  plaintiff  suffered  certain  losses and
injuries as a result of using the  Company's  nasal spray  product.  Plaintiff's
complaint consists of counts for negligence,  strict products liability (failure
to warn), strict products liability  (defective  design),  breach of express and
implied warranties, and violations under the Pennsylvania Unfair Trade Practices
and Consumer Protection Law and other consumer protection statutes.

This action was recently  settled at the direction of the insurance  carrier out
of insurance proceeds.

            CAROLYN HENRY BAYNHAM VS. THE QUIGLEY CORPORATION, ET AL.
                   (U.S.D.C, E.D. TEX. DOCKET NO.: 1:07CV0010)

On January  8, 2007,  plaintiff  filed an action in the United  States  District
Court for the Eastern  District of  Texas-Beaumont  Division.  The complaint was
served on the  Company on January 15,  2007.  The action  alleges the  plaintiff
suffered  certain  losses and injuries as a result of using the Company's  nasal
spray product.  Plaintiff's complaint consists of counts for negligence,  strict
products  liability  (failure to warn),  strict  products  liability  (defective
design), and breach of express and implied warranties.

This action was recently  settled at the direction of the insurance  carrier out
of insurance proceeds.

NOTE 7 - TRANSACTIONS AFFECTING STOCKHOLDERS' EQUITY

On  September 8, 1998,  the  Company's  Board of  Directors  declared a dividend
distribution  of Common  Stock  Purchase  Rights  (individually,  a "Right"  and
collectively,  the "Rights"),  thereby  creating a Stockholder  Rights Plan (the
"Plan"). The dividend was payable to the stockholders of record on September 25,
1998. Each Right entitles the stockholder of record to purchase from the Company
that number of common shares  having a combined  market value equal to two times
the Rights  exercise  price of $45.  The Rights  are not  exercisable  until the
distribution  date,  which will be the earlier of a public  announcement  that a
person or group of affiliated or associated  persons has acquired 15% or more of
the  outstanding  common  shares,  or  the  announcement  of an  intention  by a
similarly  constituted party to make a tender or exchange offer resulting in the
ownership of 15% or more of the outstanding  common shares. The dividend has the
effect of giving the  stockholder a 50% discount on the share's  current  market
value for  exercising  such  right.  In the event of a cashless  exercise of the
Right,  and the acquirer has acquired less than 50% beneficial  ownership of the
Company,  a  stockholder  may  exchange  one Right for one  common  share of the
Company. The final expiration date of the Plan is September 25, 2008.

Since the inception of the stock buy-back program in January 1998, the Board has
subsequently  increased  the  authorization  on  five  occasions,  for  a  total
authorized  buy-back of 5,000,000  shares or  approximately  38% of the previous
shares  outstanding.  Such shares are  reflected  as treasury  stock and will be
available for general corporate purposes.  From the initiation of the plan until
September  30,  2007,  4,159,191  shares  have  been  repurchased  at a cost  of
$24,042,801  or an average cost of $5.78 per share.  No shares were  repurchased
during 2006, or 2007 to date.

During the nine months ended September 30, 2007, a total of 156,000 options were
exercised.

NOTE 8 - INCOME TAXES

Certain  exercises  of options and  warrants,  and  restricted  stock issued for
services that became  unrestricted  resulted in  reductions  to taxes  currently
payable and a  corresponding  increase to  additional-paid-in-capital  for prior
years.  In  addition,  certain tax  benefits  for option and  warrant  exercises
totaling  $6,735,089  are  deferred  and will be  credited  to  additional-paid-


                                      -12-


in-capital when the NOL's  attributable  to these  exercises are utilized.  As a
result,  these NOL's will not be available to offset income tax expense. The net
operating  loss  carry-forwards  that  currently  approximate  $16.6 million for
federal  purposes  will be expiring  through 2026.  Additionally,  there are net
operating loss  carry-forwards  of $16.9 million for state purposes that will be
expiring through 2016.  Until sufficient  taxable income to offset the temporary
timing differences  attributable to operations,  the tax deductions attributable
to option,  warrant and stock activities and alternative  minimum tax credits of
$110,270  are assured,  a valuation  allowance  equaling the total  deferred tax
asset is being provided.

NOTE 9 - EARNINGS PER SHARE

Basic loss 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  numerators and  denominators of the income
statement periods presented,  as reflects the results of continuing  operations,
is as follows (millions, except per share amounts):

                            Three Months Ended          Nine Months Ended          Three Months Ended       Nine Months Ended
                            September 30, 2007          September 30, 2007         September 30, 2006       September 30, 2006
                        Income   Shares      EPS      Loss    Shares    EPS      Income  Shares    EPS     Income   Shares   EPS
                      --------- --------- --------- -------- ------- ---------- -------- ------- -------- -------- ------- ---------
Basic EPS                $1.3     12.7      $0.10    $(4.1)    12.7   $(0.32)     $1.1    12.4    $0.09   $(3.0)     12.2   $(0.25)
Dilutives:
Options/Warrants           --      0.4        --        --       --      --         --     0.8      --       --        --      --
                      --------- --------- --------- -------- ------- ---------- -------- ------- -------- -------- ------- ---------

Diluted EPS              $1.3     13.1      $0.10    $(4.1)    12.7   $(0.32)     $1.1    13.2    $0.08   $(3.0)     12.2   $(0.25)
                      ========= ========= ========= ======== ======= ========== ======== ======= ======== ======== ======= =========

Options and warrants  outstanding  at September 30, 2007 and 2006 were 2,891,000
and 3,761,750 respectively. They were not included in the computation of diluted
earnings  for  the  periods  with  a  net  loss  because  the  effect  would  be
anti-dilutive.

NOTE 10 - RELATED PARTY TRANSACTIONS

The Company is in the process of acquiring licenses in certain countries through
related party entities whose  stockholders  include Mr. Gary Quigley, a relative
of the Company's  Chief  Executive  Officer.  Fees amounting to zero and $30,750
have  been  paid to a related  entity  during  the  three  month  periods  ended
September  30, 2007 and 2006,  respectively,  and the amounts for the nine month
periods   ended   September  30,  2007  and  2006  were  $38,250  and  $122,250,
respectively.  This expenditure is used to assist with the regulatory aspects of
obtaining such licenses.

NOTE 11 - SEGMENT INFORMATION

The basis for presenting  segment  results  generally is consistent with overall
Company reporting.  The Company reports information about its operating segments
in  accordance  with  Financial  Accounting  Standard  Board  Statement No. 131,
"DISCLOSURE  ABOUT  SEGMENTS OF AN ENTERPRISE  AND RELATED  INFORMATION,"  which
establishes  standards for  reporting  information  about a company's  operating
segments. All consolidating items are included in Corporate & Other.

The Company divides its operations into four reportable segments as follows: The
Quigley  Corporation  (Cold-Remedy),  whose  main  product  is  Cold-Eeze(R),  a
proprietary zinc gluconate  glycine lozenge for the common cold;  Darius (Health
and  Wellness),  whose  business is the sale and direct  marketing of a range of
health and wellness products;  Quigley Manufacturing  (Contract  Manufacturing),
which is the production  facility for the Cold-Eeze(R)  lozenge product and also
performs contract manufacturing services for third party customers,  and Pharma,
(Ethical  Pharmaceutical),   currently  involved  in  research  and  development
activity to develop patent applications for potential pharmaceutical products.


                                      -13-


Financial information relating to 2007 and 2006 operations, by business segment,
follows:

- -----------------------------------------------------------------------------------------------------------------------------------
For the Three  Months Ended                 Cold      Health and      Contract          Ethical        Corporate &
September 30, 2007                         Remedy      Wellness     Manufacturing    Pharmaceutical       Other           Total
- -----------------------------------------------------------------------------------------------------------------------------------
Revenues
  Customers-domestic                 $  8,418,160   $  1,744,001    $    713,450               --              --      $ 10,875,611
  Customers-international                    --          964,821            --                 --              --           964,821
  Inter-segment                              --             --         2,357,306               --      ($ 2,357,306)           --
Segment operating profit
   (loss)                            $  3,380,449   ($    70,263)   $    241,466    ($    2,163,187)   ($   229,960)   $  1,158,505

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


For the Nine Months Ended                   Cold      Health and      Contract          Ethical        Corporate &
September 30, 2007                         Remedy      Wellness     Manufacturing    Pharmaceutical       Other           Total
- -----------------------------------------------------------------------------------------------------------------------------------
Revenues
  Customers-domestic                 $ 15,657,574   $  5,450,794    $  1,841,133               --              --      $ 22,949,501
  Customers-international                    --        2,958,234            --                 --              --         2,958,234
  Inter-segment                              --             --         4,780,047               --      ($ 4,780,047)           --
Segment operating profit
   (loss)                            $  1,525,897   ($   507,908)   ($   211,790)   ($    5,161,966)   ($   391,662)   ($ 4,747,429)

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


For the Three  Months Ended                 Cold      Health and      Contract          Ethical        Corporate &
September 30, 2006                         Remedy      Wellness     Manufacturing    Pharmaceutical       Other           Total
- -----------------------------------------------------------------------------------------------------------------------------------
Revenues
  Customers-domestic                 $  7,411,797   $  2,595,764    $    545,589               --              --      $ 10,553,150
  Customers-international                    --          927,484            --                 --              --           927,484
  Inter-segment                              --             --         2,061,856               --      ($ 2,061,856)           --
Segment operating profit
   (loss)                            $  2,274,975   ($   359,921)   $     17,613    ($    1,019,532)   ($    23,460)   $    889,675

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


For the Nine  Months Ended                  Cold      Health and      Contract          Ethical        Corporate &
September 30, 2006                         Remedy      Wellness     Manufacturing    Pharmaceutical       Other           Total
- -----------------------------------------------------------------------------------------------------------------------------------
Revenues
  Customers-domestic                 $ 14,118,789   $  9,316,976    $  1,507,106               --              --      $ 24,942,871
  Customers-international                    --        2,986,268            --                 --              --         2,986,268
  Inter-segment                              --             --         4,797,440               --      ($ 4,797,440)           --
Segment Operating Profit
   (Loss)                            $    943,018   ($   746,416)   ($   421,273)   ($    2,888,661)   ($   336,872)   ($ 3,450,204)


                                      -14-


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

FORWARD-LOOKING STATEMENTS

In addition to  historical  information,  this Report  contains  forward-looking
statements.  These  forward-looking  statements are subject to certain risks and
uncertainties  that could cause actual results to differ  materially  from those
reflected in these forward-looking  statements.  Factors that might cause such a
difference include,  but are not limited to, management of growth,  competition,
pricing  pressures  on the  Company's  products,  industry  growth  and  general
economic conditions.  Readers are cautioned not to place undue reliance on these
forward-looking  statements,  which reflect management's opinions only as of the
date hereof.  The Company undertakes no obligation to revise or publicly release
the results of any revision to these forward-looking statements.

CERTAIN RISK FACTORS

The Quigley  Corporation makes no representation that the United States Food and
Drug  Administration  ("FDA")  or any  other  regulatory  agency  will  grant an
Investigational  New  Drug  ("IND")  or take  any  other  action  to  allow  its
formulations  to  be  studied  or/and  for  any  granted  IND  to  be  marketed.
Furthermore,  no claim is made that potential medicine discussed herein is safe,
effective, or approved by the FDA. Additionally, data that demonstrates activity
or  effectiveness  in animals  or in vitro  tests do not  necessarily  mean such
formula test compound,  referenced herein,  will be effective in humans.  Safety
and  effectiveness  in humans will have to be  demonstrated by means of adequate
and well  controlled  clinical  studies before the clinical  significance of the
formula test compound is known. Readers should carefully review the risk factors
described  in other  sections  of the filing as well as in other  documents  the
Company  files from time to time with the  Securities  and  Exchange  Commission
("SEC").

OVERVIEW

The  Company,   headquartered   in  Doylestown,   Pennsylvania,   is  a  leading
manufacturer, marketer and distributor of a diversified range of homeopathic and
health products which comprise the Cold Remedy, Health and Wellness and Contract
Manufacturing  segments.  The  Company  is also  involved  in the  research  and
development  of  potential  prescription  products  that  comprise  the  Ethical
Pharmaceutical segment.

The  Company's  business  is the  manufacture  and  distribution  of cold remedy
products to the consumer through the over-the-counter  marketplace together with
the sale of proprietary  health and wellness products through its direct selling
subsidiary.  One of the  Company's  key  products in its Cold Remedy  segment is
Cold-Eeze(R),  a zinc  gluconate  glycine  product  proven  in two  double-blind
clinical studies to reduce the duration and severity of the common cold symptoms
by nearly half.  Cold-Eeze(R)  is now an established  product in the health care
and cold  remedy  market.  Effective  October  1,  2004,  the  Company  acquired
substantially all of the assets of JoEl, Inc., the previous  manufacturer of the
Cold-Eeze(R)  lozenge product.  This  manufacturing  entity,  now called Quigley
Manufacturing  Inc.  ("QMI"),  a wholly owned  subsidiary  of the Company,  will
continue to produce lozenge product along with performing such operational tasks
as warehousing and shipping the Company's  Cold-Eeze(R)  products.  In addition,
QMI  produces  a  variety  of hard and  organic  candy  for sale to third  party
customers  in addition  to  performing  contract  manufacturing  activities  for
non-related entities.

During  the third  quarter  of 2007,  the  Company  commenced  shipping  two new
Cold-Eeze(R) brand extensions.  These brand extensions are Organix(TM) Cough and
Sore Throat Drops and Cold-Eeze (R) Immune Support Complex-10. Organix Cough and
Sore  Throat  Drops  is a  proprietary  product  manufactured  in the  Company's
certified  organic  manufacturing  facility,  the first  facility of its kind to
obtain USDA organic certification.  Cold-Eeze (R) Immune Support Complex-10 will
compete in the growing immune boosting dietary supplement marketplace.

The Cold-Remedy  segment  reported an increase in net sales in the third quarter
and year to date 2007 of $1,006,363 and $1,538,785, respectively, as compared to
the  same  periods  in  2006.  The  increase  in net  sales  resulted  from  the
introduction  of the two new products and a price increase for Cold-Eeze  during
the third quarter.

The  Contract  Manufacturing  segment  reported  an increase in net sales in the
third quarter and year to date 2007 of $167,861 and $334,027,  respectively,  as
compared to sales in the 2006 comparative  periods.  The primary function of the
manufacturing  segment is the production,  warehousing and shipping of Cold-Eeze
related  products,  however,  sales to third party  customers  may reflect  some
incremental fluctuation.

Darius International Inc. ("Darius"),  the Health and Wellness segment, a wholly
owned  subsidiary  of the Company,  was formed in January 2000 to introduce  new
products  to the  marketplace  through  a  network  of  independent  distributor


                                      -15-


representatives.  Darius  is  a  direct  selling  organization  specializing  in
proprietary health and wellness  products.  The formation of Darius has provided
diversification  to the Company in both the method of product  distribution  and
the broader range of products available to the marketplace, serving as a balance
to the seasonal  revenue cycles of the  Cold-Eeze(R)  branded  products.  In the
third  quarter and year to date 2007,  this segment  reported a reduction in net
sales of  $814,426  and  $3,894,216,  respectively.  Sales  in the 2007  periods
reflect   the   continued   reduction   in   active   independent    distributor
representatives. The performance of this segment may also be negatively affected
by current litigation with the sponsor of the segment's product line. During the
third quarter of 2006, the Company  implemented a plan of corrective  action for
this segment, part of which was the appointment of a new president who has broad
experience  in this  industry.  Actions  continue  to be  taken to  resolve  the
litigation   and   increase  the  number  of  active   independent   distributor
representatives as part of strategic efforts with the goal to increase sales and
return to profitability.

In January 2001, the Company formed an Ethical Pharmaceutical  segment,  Quigley
Pharma  Inc.  ("Pharma"),  that is under the  direction  of its  Executive  Vice
President and Chairman of its Medical Advisory Committee.  Pharma was formed for
the  purpose of  developing  naturally  derived  prescription  drugs.  Pharma is
currently  undergoing  research  and  development  activity in  compliance  with
regulatory  requirements.  The Company is in the initial stages of what may be a
lengthy process to develop these patent  applications into commercial  products.
The  Company   continues  to  invest   significantly  in  ongoing  research  and
development  activities of this segment.  Such investment amounted to $2,163,187
and  $5,161,966  in the third  quarter  of 2007 and year to date,  respectively,
compared to $1,019,532 and $2,888,661 in the 2006 comparative periods.

Future revenues,  costs,  margins, and profits will continue to be influenced by
the Company's  ability to maintain its  manufacturing  availability and capacity
together with its marketing and  distribution  capabilities and the requirements
associated  with the  development of Pharma's  potential  prescription  drugs in
order to continue to compete on a national and international level. The business
of Darius is dependent on the Company retaining existing independent distributor
representatives   and  recruiting   additional   active   representatives   both
internationally  and  within  the  United  States,   continued  conformity  with
government  regulations,  a reliable  information  technology  system capable of
supporting  continued  growth and  continued  reliable  sources  for product and
materials to satisfy consumer demand.

COLD-REMEDY PRODUCTS

In May 1992, the Company  entered into an exclusive  agreement for the worldwide
representation,  manufacturing  and  marketing of  Cold-Eeze(R)  products in the
United States. Cold-Eeze(R), a zinc gluconate glycine formulation (ZIGG(TM)), is
an over-the-counter consumer product used to reduce the duration and severity of
the common cold and is available in lozenge, sugar-free tablet and gum form. The
Company has substantiated the effectiveness of Cold-Eeze(R) through a variety of
studies.  A  randomized  double-blind  placebo-controlled  study,  conducted  at
Dartmouth College of Health Science, Hanover, New Hampshire,  concluded that the
lozenge  formulation  treatment,  initiated  within 48 hours of  symptom  onset,
resulted in a significant reduction in the total duration of the common cold.

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

On July 15, 1996,  results of a new randomized  double-blind  placebo-controlled
study on the common cold, which commenced at the CLEVELAND CLINIC  FOUNDATION on
October 3, 1994, were published.  The study called "ZINC GLUCONATE  LOZENGES FOR
TREATING THE COMMON COLD" was  completed and published in the ANNALS OF INTERNAL
MEDICINE - VOL. 125 NO. 2. Using a 13.3mg  lozenge  (almost half the strength of
the  lozenge  used in the  Dartmouth  Study),  the  result  still  showed  a 42%
reduction in the duration of common cold symptoms.

In April 2002, the Company announced the statistical  results of a retrospective
clinical  adolescent  study at the Heritage School facility in Provo,  Utah that
suggests that  Cold-Eeze(R)  is also an effective means of preventing the common
cold and statistically (a) lessens the number of colds an individual suffers per
year,  reducing  the  median  from  1.5 to  zero  and  (b)  reduces  the  use of
antibiotics  for respiratory  illnesses from 39.3% to 3.0% when  Cold-Eeze(R) is
administered as a first line treatment approach to the common cold.

In April 2002,  the Company was  assigned a Patent  Application  which was filed
with the Patent Office of the United States  Commerce  Department for the use of
Cold-Eeze(R) as a prophylactic for cold prevention.  The new patent  application
follows the results of the adolescent study at the Heritage School facility.


                                      -16-


In May  2003,  the  Company  announced  the  findings  of a  prospective  study,
conducted at the Heritage School facility in Provo, Utah, in which 178 children,
ages 12 to 18 years, were given Cold-Eeze(R)  lozenges both  symptomatically and
prophylactically  from  October 5, 2001 to May 30,  2002.  The study found a 54%
reduction in the most frequently observed cold duration.

Those  subjects not receiving  treatment  most  frequently  experienced  symptom
duration  of 11  days  compared  with 5 days  when  Cold-Eeze(R)  lozenges  were
administered, a reduction of 6 days.

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

HEALTH AND WELLNESS

Darius,  through  Innerlight  Inc.,  its wholly  owned  subsidiary,  is a direct
selling company  specializing in the development and distribution of proprietary
health and wellness products,  including herbal vitamins and dietary supplements
for the human condition, primarily within the United States and since the second
quarter of 2003, internationally.

The continued  success of this segment is dependent,  among other things, on the
Company's ability:

     o    To maintain existing active  independent  distributor  representatives
          and   recruit   additional    successful    independent    distributor
          representatives. Additionally, the loss of key high-level distributors
          or  business  contributors  as a  result  of  business  disagreements,
          litigation  or otherwise  could  negatively  impact  future growth and
          revenues;

     o    To continue to develop and make  available new and desirable  products
          at an acceptable cost;

     o    To maintain  safe and reliable  multiple-location  sources for product
          and materials;

     o    To  maintain a reliable  information  technology  system and  internet
          capability.  The Company has expended significant resources on systems
          enhancements  in the past and will  continue to do so to ensure prompt
          customer response times,  business  continuity and reliable  reporting
          capabilities.  Any  interruption  to computer  systems for an extended
          period of time could be harmful to the business;

     o    To execute conformity with various federal, state and local regulatory
          agencies both within the United States and abroad.  With the growth of
          international   business,   difficulties   with   foreign   regulatory
          requirements  could  have a  significant  negative  impact  on  future
          growth.  Any inquiries  from  government  authorities  relating to the
          Company's  business and compliance with laws and regulations  could be
          harmful to the Company;

     o    To compete with larger more mature organizations  operating within the
          same market and to remain  competitive  in terms of product  relevance
          and business opportunity;

     o    To successfully  implement  methods for progressing the direct selling
          philosophy internationally; and

     o    To plan strategically for general economic conditions.

Any or all of the above risks could result in significant reductions in revenues
and profitability of the Health and Wellness segment.

CONTRACT MANUFACTURING

From October 1, 2004, this manufacturing  entity, now called QMI, a wholly owned
subsidiary of the Company,  has continued to produce  lozenge product along with
performing  such  operational  tasks as  warehousing  and shipping the Company's
Cold-Eeze(R)  products. In addition to that function,  QMI produces a variety of
hard and  organic  candy  for sale to  third  party  customers  in  addition  to
performing contract manufacturing activities for non-related entities. QMI is an
FDA-approved facility.


                                      -17-


ETHICAL PHARMACEUTICAL

Pharma's current  activity is the research and development of  naturally-derived
prescription  drugs with the goal of improving the quality of life and health of
those  in need.  Research  and  development  will  focus on the  identification,
isolation and direct use of active medicinal substances.  One aspect of Pharma's
research will focus on the potential  synergistic benefits of combining isolated
active constituents and whole plant components.  The Company will search for new
natural  sources of medicinal  substances  from plants and fungi from around the
world while also  investigating  the use of traditional and historic  medicinals
and therapeutics.

The  pre-clinical  development,   clinical  trials,  product  manufacturing  and
marketing  of Pharma's  potential  new products are subject to federal and state
regulation in the United States and other  countries.  Obtaining FDA  regulatory
approval for these pharmaceutical products can require substantial resources and
take several years.  The length of this process depends on the type,  complexity
and novelty of the product and the nature of the disease or other indications to
be  treated.  If the  Company  cannot  obtain  regulatory  approval of these new
products in a timely  manner or if the patents are not granted or if the patents
are subsequently challenged,  these possible events could have a material effect
on the business  and  financial  condition  of the Company.  The strength of the
Company's patent position may be important to its long-term  success.  There can
be no assurance  that these  patents and patent  applications  will  effectively
protect the Company's  products from  duplication by others.  Additionally,  the
operations  of the Company  contribute to the current  research and  development
expenditures of the Ethical  Pharmaceutical  segment. In addition to the funding
from  operations,  the  Company  may in the short and long  term  raise  capital
through the issuance of equity securities or secure other financing resources to
support  such  research.   As  research  progresses  on  certain   formulations,
expenditures of the Pharma segment will require  substantial  financial  support
and would  necessitate the  consideration of other approaches such as, licensing
or  partnership  arrangements  that  meet the  Company's  long  term  goals  and
objectives.  Ultimately,  should internal working capital or internal funding be
insufficient,  there is no guarantee that other financing  resources will become
available,   thereby   deferring   future  growth  and  development  of  certain
formulations.

Patents and  chronological  summary of QR formulations,  which may or may not be
areas of current focus, are:

     o    A Patent (No.  6,555,573 B2) entitled  "Method and Composition for the
          Topical Treatment of Diabetic  Neuropathy." The patent extends through
          March 27, 2021.

     o    A Patent (No. 6,592,896 B2) entitled "Medicinal Composition and Method
          of Using It" (for Treatment of Sialorrhea  and other  Disorders) for a
          product to relieve  sialorrhea  (drooling) in patients  suffering from
          Amyotrophic  Lateral Sclerosis (ALS),  otherwise known as Lou Gehrig's
          Disease. The patent extends through August 5, 2021.

     o    A Patent (No.  6,596,313  B2)  entitled  "Nutritional  Supplement  and
          Method of Using It" for a product to relieve sialorrhea  (drooling) in
          patients suffering from Amyotrophic Lateral Sclerosis (ALS), otherwise
          known as Lou Gehrig's  Disease.  The patent extends  through April 14,
          2022.

     o    A Patent  (No.  6,753,325  B2)  entitled  "Composition  and Method for
          Prevention,  Reduction  and  Treatment  of  Radiation  Dermatitis,"  a
          composition for preventing, reducing or treating radiation dermatitis.
          The patent extends through November 5, 2021.

     o    A Patent (No.  6,827,945  B2) entitled  "Nutritional  Supplements  and
          Method of Using  Same" for a method for  treating at least one symptom
          of arthritis. The patent extends through April 22, 2023.

     o    A Patent (No.  7,083,813  B2) entitled  "Methods for The  Treatment of
          Peripheral  Neural and Vascular  Ailments." The patent extends through
          August 4, 2023.

     o    A Patent (No.  7,166,435  B2) entitled  "Compositions  and Methods for
          Reducing the  Tranmissivity  of  Illnesses."  This patent will provide
          additional  protection  to  an  existing  composition  patent  (number
          6,592,896),  which the Company  received in July 2003 and will support
          on-going investigations and potential commercialization opportunities.
          The Company will be continuing  its studies to test the effects of the
          referenced compound against avian flu and human influenza.  The patent
          extends through November 5, 2021.

     o    A Patent (No. 7,175,987 B2) entitled "Compositions and Methods for The
          Treatment of Herpes." The patent extends through November 5, 2021.

     o    A Mexican Patent (No. 236311) entitled "Method and Composition for the
          Treatment of Diabetic Neuropathy." The patent extends through December
          18, 2020.


                                      -18-


     o    A New Zealand Patent (No. 533439) entitled  "Methods for The Treatment
          of  Peripheral  Neural and  Vascular  Ailments."  The  patent  extends
          through November 6, 2022.

     o    A New Zealand Patent (No. 526041) entitled "Method and Composition for
          the  Treatment of Diabetic  Neuropathy."  The patent  extends  through
          December 18, 2021.

     o    A New Zealand Patent (No. 532775) entitled  "Topical  Compositions and
          Methods for Treatment of Adverse  Effects of Ionizing  Radiation." The
          patent extends through November 6, 2022.

     o    An Australian Patent (No. 2002231095) entitled "Method and Composition
          for the Treatment of Diabetic  Neuropathy." The patent extends through
          December 18, 2021.

     o    A  South  African  Patent  (No.   2003/4247)   entitled  "Methods  and
          Composition  for the  Treatment  of Diabetic  Neuropathy."  The patent
          extends through December 18, 2021.

     o    A  South  African  Patent  (No.   2003/9802)   entitled   "Nutritional
          Supplements  and Methods of Using  Same" for a method for  treating at
          least one symptom of arthritis.  The patent extends  through August 5,
          2022.

     o    A South  African  Patent (No.  2004/4614)  entitled  "Methods  for The
          Treatment  of  Peripheral  Neural and Vascular  Ailments."  The patent
          extends through November 5, 2022.

     o    A  South  African  Patent  (No.  2005/0517)  entitled  "Anti-Microbial
          Compositions  & Methods for Using  Same," the patent  extends  through
          July 23, 2023.

     o    A South  African  Patent (No.  2004/3365)  "Topical  Compositions  and
          Methods for Treatment of Adverse  Effects of Ionizing  Radiation," the
          patent extends through November 5, 2022.

     o    An Israeli Patent (No. 159357) entitled  "Nutritional  Supplements and
          Methods of Using Same," the patent extends through August 6, 2022.

QR-333 - In April 2002, the Company initiated a Proof of Concept Study in France
for  treatment of diabetic  neuropathy,  which was  concluded in 2003.  In April
2003, the Company  announced  that an  independently  monitored  analysis of the
Proof of Concept Study concluded that subjects using this formulation had 67% of
their  symptoms  improve,  suggesting  efficacy.  In  March  2004,  the  Company
announced that it had completed its first meeting at the FDA prior to submitting
the Company's IND application for the relief of symptoms of diabetic symmetrical
peripheral  neuropathy.  The FDA's  pre-IND  meeting  programs  are  designed to
provide sponsors with advance  guidance and input on drug development  programs.
In  September  2005,  the Company  announced  that a  preliminary  report of its
topical compound for the treatment of diabetic  neuropathy was recently featured
in the JOURNAL OF DIABETES AND ITS COMPLICATION.  Authored by Dr. C. LeFante and
Dr. P.  Valensi,  the article  appeared in the June 1, 2005 issue,  and included
findings  that  showed the  compound  reduced  the  severity  of  numbness,  and
irritation  from baseline  values.  In October 2005,  the Company  announced the
results of  pre-clinical  toxicology  studies that showed no  irritation,  photo
toxicity,  contact  hypersensitivity  or photo allergy when applied topically to
hairless  guinea pigs and another  study that showed no difference in the dermal
response of the compound or placebo when  applied to Gottingen  Minipigs.  (Both
animal models are suggested for the evaluation of topical drugs, by the FDA). In
March 2006, the Company  announced the filing of an IND application with the FDA
for its topical  compound for the treatment of Diabetic  Peripheral  Neuropathy.
This  filing  allowed the Company to begin  human  clinical  trials  following a
30-day review  period.  If no further  comments were  forthcoming  from the FDA,
studies with human  subjects could commence  pending the  availability  of study
drug.  This  application  included  a  compilation  of  all  of  the  supporting
development  data  and  regulatory   documentation   required  to  file  an  IND
application  with the FDA. In April 2006,  upon FDA  approval  for its IND,  the
Company announced its intent to commence human studies on its formulation.

The Company also  announced that in  anticipation  of receiving this IND, it had
previously held its investigators  meeting to organize its multi-center Phase II
(b) trials.  This would allow the Company to begin these trials as soon as study
drug is available.

In May 2006, the Company announced that it had begun screening patients to start
testing  their  investigational  new drug  QR-333 and  patients  suffering  from
diabetic peripheral  neuropathy would be given doses in an escalating fashion to
provide pharmacokinetics data.


                                      -19-


In September 2006, the Company  announced that the results from its human study,
titled   "Single   Center,   Dose   Escalating,    Safety,   Tolerability,   And
Pharmacokinetics   Study  Of  QR-333  In  Subjects  With   Diabetic   Peripheral
Neuropathy",  demonstrated  that QR-333 can be  administered  safely to patients
suffering from diabetic peripheral neuropathy and it would proceed to conducting
Phase II (b) clinical  trials.  The essential CMC (Chemistry  Manufacturing  and
Controls) stage would provide the Company with the necessary  information needed
to  produce  larger  quantities  of drug for the  Phase II (b)  trial  involving
approximately 180 patients.

The  pharmacokinetics  trial was the first study in the U.S. conducted under the
FDA  issued  IND.  The  positive  data  showed  that  QR-333 is safe,  it is not
systemically  absorbed and it is well  tolerated  after  multiple  doses.  These
findings are consistent  with prior animal  toxicity data and the human proof of
concept study performed in France.

In November  2006, the Company  announced that patient  enrollment in a Phase II
(b) multi  center  clinical  study of QR-333 for the  treatment  of  symptomatic
Diabetic Peripheral Neuropathy (DPN) had commenced.  The Phase II (b) trial will
evaluate the safety and efficacy of QR-333 applied three times daily compared to
placebo-treated  patients over 12 weeks.  Efficacy will be determined by Symptom
Assessment  Scores,  a Visual  Analogy  Scale  (VAS),  Quality of Life and Sleep
Questionnaires.   Safety  will  be  determined  by  medical  history,   physical
examination,  vital signs,  12-lead ECG,  laboratory  tests and nerve conduction
studies. The study will involve 150-180 randomized male and female patients with
Type 1 & 2 diabetes,  as defined by the ADA (American Diabetes  Association) and
distal symmetric diabetic polyneuropathy.

The Study  Chairman is Dr. Philip  Raskin,  Professor of Medicine  University of
Texas  Southwestern  Medical  Center at Dallas  Texas.  The study  protocol  was
approved by the FDA as a part of Quigley  Pharma's IND  submission  and has been
approved by the required  Investigational  Review Boards.  The completion of the
study is dependent upon  enrollment  rates that may affect the overall length of
the study and the communication of its results.

In September 2007, the Company issued an update on a Phase II (b) Clinical Study
of QR-333 on Diabetic Peripheral Neuropathy.  The update on the study noted that
over 100 subjects have been enrolled,  52 subjects have completed  treatment and
over 225  subjects  have been  screened  for the Phase II (b) study  designed to
evaluate the safety and  efficacy of the topical  formulation  on subjects  with
diabetic peripheral  neuropathy.  Subject screening and enrollment will continue
to ensure a 140  evaluable  patient study  population.  Once  enrolled,  subject
treatment  time is 12 weeks.  To date the  in-progress  safety  profile for this
study has been consistent with the findings from the favorable safety results of
the previous human proof of concept study conducted in France.

QR-336 - In April 2004,  the  Company  announced  the results of a  preliminary,
pre-clinical  animal study which measured the effect of its  proprietary  patent
applied  for  formulation  against  ionizing  (nuclear)  radiation.  This  study
determined that parenteral (injection)  administration of the study compound was
protective  against the effects of a lethal,  whole body ionizing radiation dose
in a mouse model. This compound is being  investigated to potentially reduce the
effects of radiation exposure on humans.

In April  2006,  the  Company  announced  that it signed an  agreement  with Dr.
William H. McBride,  the Vice Chair of Research,  Department of Oncology at UCLA
to help develop an appropriate  animal model radio  protective  research program
for QR-336 to comply with New Food and Drug Administration animal efficacy rules
for radio-protective pharmacological compounds.

In October 2006,  the Company  announced that it had received  significant  data
identifying  50  microliters  as the least  toxic and most  effective  radiation
protection dose in mice when administered ip (intraperitoneal), po (by mouth) or
sc  (under  the  skin)  prior to  radiation  exposure.  These  experiments  were
essential for providing  the Company with data to optimize the  formulation  for
efficacy  and route of  administration,  which is required  for filing under the
FDA's "Animal Efficacy Rule".

QR-337 - In September  2003,  the Company  announced  its  intention to file for
permission  to study its patent  pending  potential  treatment for psoriasis and
other skin  disorders.  Continued  testing will  therefore  have to be conducted
under an IND application following positive preliminary results.

QR-435 - In May 2004, the Company announced that an intranasal spray application
of the anti-viral test compound demonstrated efficacy by significantly  reducing
the severity of illness in ferrets that had been  infected  with the Influenza A
virus. In pre-clinical studies, the antiviral formulation demonstrates antiviral
activity  against  Ocular and Genital  Herpes,  indicating  a new  research  and
development  path for the  versatile  compound.  The Company is pleased with the
progress  and  indicated  that  continued  research  is  required to confirm the
compound's safety and efficacy profiles.

In May 2006,  the Company  announced  that it would begin a series of studies to
evaluate the ocular  antiviral  efficacy  and toxicity of its  naturally-derived


                                      -20-


topical  compound QR-435.  Studies will be completed at The Campbell  Ophthalmic
Microbiology  Laboratory  at the  University of Pittsburgh in the same lab where
previous successful in vitro studies of QR-435 were performed.

In December 2006, the Company  announced that a series of studies were conducted
on the advice of Campbell  Laboratories,  University  of  Pittsburgh,  to assess
QR-435  (Quigley  Pharma's  broad  spectrum  anti-viral)  potential for treating
Herpes Keratitis.

While the in-vitro  studies were very  successful at killing the herpes virus on
direct  contact,  the  HSV-1/NZW  rabbit  keratitis  model study showed that the
compound,  in its  aqueous  form,  did not  remain  in the eye  long  enough  to
penetrate the corneal  epithelial cells where the virus resides in an infection.
The HSV-1/NZW  rabbit  keratitis  model is a recognized  standard for evaluating
potential  therapeutic  agents in this class and is only utilized based on prior
positive experimentation, as was the case.

Quigley  Pharma may continue to pursue  research and  development  objectives of
this compound in the treatment of  respiratory  viruses on the strength of prior
successful  in-vitro and ferret model in-vivo studies.  The Company's  naturally
derived  formula has shown  significant  antiviral  properties  against  various
strains of H3N2 and H5N1 Influenza viruses in these studies.

QR-437 - In January 2004,  the Company  reported  that its  compound,  which was
demonstrating  antiviral  activity,  had shown virucidal and virustatic activity
against the strain 3B of the Human  Immunodeficiency  Virus Type 1 (HIV-1) in an
in-vitro study.  Additionally,  the Company decided that the derivative compound
of the  anti-viral  formulation  previously  found to be effective  for treating
Sialorrhea  would  probably  postpone  further  development  on  the  Sialorrhea
indication  and  concentrate  on further  qualification  and  development of the
anti-viral capabilities of the compound in humans.

QR-439 - In December  2003,  the Company  announced  positive  test results of a
preliminary  independent in vitro study  indicating  that a test compound of the
Company previously tested on the Influenza virus showed  "significant  virucidal
activity  against a strain  of the  Severe  Acute  Respiratory  Syndrome  (SARS)
virus."

In January 2004, the Company announced that it would conduct two further studies
evaluating the compound which had shown activity against Influenza and SARS. The
first  study was  intended to repeat the  previously  announced  results,  which
demonstrated the compound to be 100 percent effective in preventing non-infected
ferrets in close proximity to an infected ferret from becoming infected with the
Influenza  A  virus.  The  second  study  was a dose  ranging  study on the test
compound.   Upon  dosage  determination  and  confirmation  results  from  these
forthcoming  animal model studies,  a human proof of concept study using a virus
challenge  with  Influenza A virus in a  quarantine  unit would be a viable next
step.

QR-440 (a) - The Company received an additional  Investigational New Animal Drug
(INAD)  number from the Center for  Veterinary  Medicine of the FDA. In previous
studies, QR-440 has been shown to reduce inflammation and also suggests possible
disease-modifying potential.

QR-441(a) - In November  2005,  the Company was assigned  nine INADs for a broad
anti-viral agent by the Center for Veterinary  Medicine of the FDA. Eight of the
INADs are for  investigating  the compound  use against  avian flu H5N1 virus in
chickens,  turkeys,  ducks,  pigs,  horses,  dogs,  cats and non-food  birds. In
January  2006,  a ninth INAD was  assigned  for  investigating  its compound for
treating  arthritis in dogs.  In March 2006,  the Company  announced  that it is
planning a series of  controlled  experiments  designed  to test its all natural
broad spectrum anti-viral compound in poultry stocks. The Company also announced
that Dr. Timothy S. Cummings,  MS, DVM, ACPV Clinical  Poultry  Professor at the
College of Veterinary  Medicine at  Mississippi  State  University and Thomas G.
Voss, Ph.D.  Assistant  Professor Tulane  University  School of Medicine will be
assisting the Company in the development of the INAD bird challenge studies.

In July 2006, the Company  announced that it has obtained  positive results that
support  Quigley  Pharma's  continued  progress in developing  the natural broad
spectrum  anti-viral  QR441(a) for use in preventing  the spread of avian flu in
poultry stocks.  The results of the healthy chicken medical feed study confirmed
that  food  or  water  dose  forms   provide  an   opportunity   for   potential
commercialization if the compound demonstrates efficacy within these dose forms.
The  results  clearly  showed  that the  chickens  tolerated  and  consumed  all
concentrations  of QR441 (a) in the  medicated  feed.  They also  tolerated  and
consumed the low concentration of drug in the medicated water.

In January 2007, the Company announced  positive results from a study evaluating
its  anti-viral  compound  QR-441(a) in  embryonating  egg and VERO E6 cell test
models.  The preliminary study demonstrated  QR-441(a) as a potential  antiviral
agent in  reducing  Infectious  Bronchitis  and New  Castle  Disease,  two viral
poultry diseases that have a significant economic impact to the poultry industry
on an annual basis.  Previous in vitro studies have  demonstrated that QR-441(a)
to be a potent antiviral agent against H5N1 (Avian Flu).

In February 2007, the Company announced that it had signed an agreement with the
State of Israel  Ministry  of  Agriculture  & Rural  Development  (MOAG) and the
Kimron  Veterinary  Institute to conduct a clinical trial testing the anti-viral


                                      -21-


capacity of the Quigley  compound  QR-441(a)  administered as a medical feed and
water to chickens exposed to HPAI (Highly Pathogenic Avian Influenza) H5N1.

If  successful  this study could  potentially  provide  data on the  efficacy of
QR-441(a) in preventing  the infection of food grade poultry  through the use of
formulated  feed  and  water.  Positive  data  could  be  used to  continue  the
development  of the  compound  in the U.S with  guidance  from the FDA under the
INAD's  issued to  Quigley  in 2005 and might  also be  useful  for  development
outside the United States, where the impact of disease has already been felt.

QR-443 - In August 2006,  the Company  announced  that it had obtained  positive
results for its QR-443  compound for the  treatment of Cachexia.  Cachexia is an
extremely  debilitating and life threatening,  wasting syndrome  associated with
chronic  diseases  such  as  cancer,  AIDS,  chronic  renal  failure,  COPD  and
rheumatoid  arthritis,  where inflammation has a significant impact and patients
experience  loss of weight,  muscle  atrophy,  fatigue,  weakness and  decreased
appetite.  The  results  of an animal  study  found a 75%  efficacy  rate in the
treatment of mice with this condition.

In January  2007,  the Company  announced  that it had  completed a  preliminary
follow up  Cachexia  study,  evaluating  weight loss in mice.  The tumor  burden
Cachexia  model study  concluded  that QR-443 was as  effective  in delaying the
progression  of  Cachexia  when  given  orally  as it had been  shown to be when
administered intra-peritoneally in a previous study.

The new data compliments the previous study results  demonstrating a correlation
between  effectiveness  and  the  frequency  of  administration  of  the  QR-443
compound.

On June 20, 2007, the Company  announced that it had completed a follow-up study
to  evaluate  the  impact of QR-443  on  levels of a  pro-inflammatory  cytokine
Interleukin-6  (IL-6)  in  a  cachexia  model.  This  new  data  concluded  that
responding mice had lower levels of serum IL-6 when  administered  QR-443 orally
than mice that  received  placebo.  This  reduction in IL-6 suggests a method of
action for the delayed onset and reduced  severity of cachexia  observed in this
study as well as the previously conducted cachexia model study.

RECENTLY ISSUED ACCOUNTING STANDARDS

In February 2007, the Financial  Accounting Standards Board ("FASB") issued SFAS
No. 159, The Fair Value Option for Financial Assets and Financial  Liabilities -
Including  an  amendment  of FASB No. 115 ("FAS  159").  The  Statement  permits
companies  to choose to measure many  financial  instruments  and certain  other
items at fair value in order to mitigate  volatility in reported earnings caused
by measuring related assets and liabilities  differently without having to apply
complex  hedge  accounting  provisions.  FAS 159 is  effective  for the  Company
beginning  January 1, 2008. The Company is currently  evaluating the impact,  if
any, of FAS 159 on its operating results and financial position.

CRITICAL ACCOUNTING ESTIMATES

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

The Company is organized into four different but related business segments, Cold
Remedy, Health and Wellness,  Contract Manufacturing and Ethical Pharmaceutical.
When providing for the appropriate sales returns, allowances, cash discounts and
cooperative  incentive  promotion  costs,  each  segment  applies a uniform  and
consistent method for making certain assumptions for estimating these provisions
that are applicable to that specific  segment.  Traditionally,  these provisions
are  not  material  to net  income  in the  Health  and  Wellness  and  Contract
Manufacturing  segments.  The Ethical  Pharmaceutical  segment does not have any
revenues.

The product in the Cold Remedy segment, Cold-Eeze(R), has been clinically proven
in two  double-blind  studies to reduce the severity and duration of common cold
symptoms.  Accordingly,  factors  considered in estimating the appropriate sales
returns and allowances for this product  include it being: a unique product with
limited competitors;  competitively priced;  promoted;  unaffected for remaining
shelf life as there is no expiration date; and monitored for inventory levels at
major customers and third-party consumption data, such as Information Resources,
Inc. ("IRI").

At September 30, 2007 and December 31, 2006, the Company included  reductions to
accounts  receivable  for sales returns and allowances of $608,000 and $534,000,
respectively,  and  cash  discounts  of  $173,000  and  $154,000,  respectively.
Additionally,  current  liabilities  at September 30, 2007 and December 31, 2006
include $944,591 and $861,186, respectively, for cooperative incentive promotion
costs.


                                      -22-


Management  believes there are no material  charges to net income in the current
period related to sales from a prior period.

REVENUE

Provisions to reserves to reduce  revenues for cold remedy  products that do not
have an  expiration  date,  include the use of  estimates,  which are applied or
matched to the current sales for the period presented. These estimates are based
on specific customer tracking and an overall historical  experience to obtain an
effective  applicable  rate,  which is tested on an  annual  basis and  reviewed
quarterly to ascertain the most  applicable  effective rate.  Additionally,  the
monitoring of current occurrences,  developments by customer,  market conditions
and any other occurrences that could affect the expected  provisions relative to
net sales for the period presented are also performed.

A one percent deviation for these consolidated  reserve provisions for the three
month  periods  ended  September  30,  2007,  and 2006 would affect net sales by
approximately  $132,000 and $129,000,  respectively,  and the nine month periods
ended  September  30,  2007 and 2006 by  approximately  $290,000  and  $310,000,
respectively.  A one  percent  deviation  for  cooperative  incentive  promotion
reserve provisions for the three month periods ended September 30, 2007 and 2006
would affect net sales by approximately $97,000 and $88,000,  respectively,  and
the nine  month  periods  ended  September  30,  2007 and 2006 by  approximately
$187,000 and $170,000, respectively.

The reported  results  include a remaining  returns  provision of  approximately
$112,000 and $113,000 at September 30, 2007 and December 31, 2006, respectively,
in the event of future  product  returns  following the  discontinuation  of the
Cold-Eeze(R) Cold Remedy Nasal Spray product in September 2004.

INCOME TAXES

The Company has  recorded a valuation  allowance  against its net  deferred  tax
assets.  Management  believes  that  this  allowance  is  required  due  to  the
uncertainty  of  realizing  these tax  benefits in the future.  The  uncertainty
arises  largely  due  to  substantial  research  and  development  costs  in the
Company's Ethical Pharmaceutical segment.

THREE MONTHS ENDED SEPTEMBER 30, 2007 COMPARED WITH THREE MONTHS ENDED SEPTEMBER
30, 2006

Net sales for the three month period ended September 30, 2007 were  $11,840,432,
reflecting  an increase of $359,798  over the net sales of  $11,480,634  for the
comparable  three month period ended September 30, 2006. The Cold Remedy segment
reported net sales in the 2007 period of $8,418,160,  an increase of $1,006,363,
or 13.6%, over the comparable 2006 period of $7,411,797. The Health and Wellness
segment  reported  net sales in the 2007  period of  $2,708,822,  a decrease  of
$814,426,  or 23.1%,  over the net sales of $3,523,248 for the  comparable  2006
period. The Contract Manufacturing segment reported net sales of $713,450 in the
2007 period compared to $545,589 in the comparable  2006 period,  an increase of
$167,861 or 30.8%.

The  increase in sales of the Cold Remedy  segment in the 2007 period was due to
the incremental  sales generated by the Organix(TM)  Cough and Sore Throat Drops
and Cold-Eeze(R) Immune Support Complex-10 products. Both new products commenced
shipping  to  customers  in July 2007.  Additionally,  revenues  reflect a price
increase to Cold-Eeze  which also became  effective in July 2007.  The impact of
these  initiatives were offset by changes in seasonal  purchase  patterns by our
customers that can occur when comparing quarters of different years.

The Health and Wellness  segment's  net sales  decreased in the 2007 period as a
result  of  the  continued   reduction  in  the  number  of  active  independent
distributor  representatives  and  current  litigation  with the  sponsor of the
segment's product line.  Corrective actions continue to be the ongoing focus for
this  segment to resolve the  litigation  and to  increase  the number of active
independent  distributor  representatives  with the goal to  increase  sales and
return to profitability.

Net sales of the Contract  Manufacturing  segment  reported a small  increase in
2007.  The  primary  purpose  of  the  Contract   Manufacturing  segment  is  to
manufacture, warehouse and distribute Cold-Eeze(R). Other contract manufacturing
is  performed  for  non-related  third  party  entities  to  compensate  for the
necessary fixed costs associated with this segment.

Cost of sales as a percentage of net sales for the three months ended  September
30, 2007 was 41.4% compared to 45.5% for the comparable 2006 period,  a decrease
of 4.1%.  The Cold Remedy  segment's  cost of sales in the 2007 period was 34.6%
compared  to 38.9% in the 2006  comparable  period,  a  decrease  of 4.3%.  This
decrease was due to a combination of the discontinuation of royalty costs to the
developer  of the  Cold-Eeze(R)  product  in May  2007,  the price  increase  of
Cold-Eeze(R)  which  became  effective  in July  2007,  with some  offset due to
increased costs associated with the two new products that commenced  shipping in
July 2007 and an expense provision for obsolete raw material inventory. The cost
of sales for the Health and Wellness  segment  decreased by 2.4% between periods
primarily due a reduction in the independent distributor  representatives costs.
The Contract  Manufacturing  segment had a favorable  impact to cost of sales in
the 2007 period. On consolidation,  the cost of sales was favorably  affected by
the mix of sales between segments having different costs.


                                      -23-


Sales and marketing  expense for the three month period ended September 30, 2007
were  $1,077,446,  a decrease of $205,478 over the comparable 2006 period amount
of  $1,282,924.  The decrease was primarily  due to reduced  payroll and related
costs  between  the  periods  of  $174,000,  largely  related  to the Health and
Wellness segment's reduced sales activity.

General and administration  costs for the three month period ended September 30,
2007 was $2,682,998  compared to $3,195,182  for the 2006 period,  a decrease of
$512,184  between  the  periods.  The  decrease  in 2007  was  primarily  due to
decreased  legal costs of  $141,000,  reduced  insurance  costs of $112,000  and
reduced consultancy costs of $68,000, the latter related to the decreased Health
and Wellness revenues.

Research and development  costs during the three months ended September 30, 2007
were  $2,020,007  compared  to  $891,886  during  the  2006  comparable  period,
reflecting an increase in 2007 of $1,128,121, primarily as a result of increased
Pharma segment costs largely  associated  with Phase II(b) clinical  studies for
QR-333,  an  investigational  new drug for treating  conditions  associated with
diabetic peripheral neuropathy.

NINE MONTHS ENDED  SEPTEMBER 30, 2007 COMPARED WITH NINE MONTHS ENDED  SEPTEMBER
30, 2006

Net sales for the nine month period ended  September 30, 2007 were  $25,907,735,
reflecting a decrease of $2,021,404  over the net sales of  $27,929,139  for the
comparable  nine month period ended  September 30, 2006. The Cold Remedy segment
reported net sales in 2007 of $15,657,574,  an increase of $1,538,785, or 10.9%,
over the comparable 2006 period of $14,118,789.  The Health and Wellness segment
reported net sales in 2007 of $8,409,028,  a reduction of $3,894,216,  or 31.7%,
over the net sales of $12,303,244 for the comparable  2006 period.  The Contract
Manufacturing  segment  reported  net sales of  $1,841,133  in the 2007  period,
compared to $1,507,106 in the 2006 an increase of $334,027 or 22.2%.

The  increase in sales of the Cold Remedy  segment in the 2007 period was due to
the incremental  sales generated by the Organix(TM)  Cough and Sore Throat Drops
and Cold-Eeze(R)  Immune Support  Complex-10  products,  both of which commenced
shipping  to  customers  in July 2007.  Additionally,  revenues  reflect a price
increase to Cold-Eeze  which also became  effective in July 2007.  The impact of
these  initiatives were offset by changes in seasonal  purchase  patterns by our
customers that can occur when comparing quarters of different years.

The Health and Wellness  segment's  net sales  decreased in the 2007 period as a
result  of  the  continued   reduction  in  the  number  of  active  independent
distributor representatives. Segment sales have also been negatively impacted by
current  litigation with the sponsor of the segment's  product line.  Corrective
actions necessary to resolve litigation issues and address the changes in active
independent  distributor  representatives  continue  to be the  focus  for  this
segment.

Net sales of the  Contract  Manufacturing  segment  increased  year to date 2007
largely  as  a  result  of   pursuing   third   party   contract   manufacturing
opportunities.  The primary purpose of the Contract  Manufacturing segment is to
manufacture   Cold-Eeze(R).   Other  contract  manufacturing  is  performed  for
non-related  third party  entities to compensate  for the necessary  fixed costs
associated with this segment.

Cost of sales as a percentage  of net sales for the nine months ended  September
30, 2007 was 45.8% compared to 50.3% for the comparable 2006 period,  a decrease
of 4.5%.  The Cold Remedy  segment's  cost of sales in the 2007 period was 34.8%
compared to 36.5% in the 2006  comparable  period,  a decrease of 1.7%, with the
primary  impact  items having been the  increased  costs of the two new products
that commenced  shipping in July 2007, the  discontinuation  of royalty costs to
the developer of the Cold-Eeze(R)  product in May 2007 and the price increase of
Cold-Eeze(R)  which  became  effective  in July 2007.  The cost of sales for the
Health and Wellness segment decreased by 4.2% between periods primarily due to a
reduction in independent distributor  representatives costs and product mix. The
Contract  Manufacturing  segment had a negative  impact to cost of sales overall
largely  due to the cost of obsolete  inventory.  On  consolidation  the cost of
sales overall was favorably affected by the mix of sales between segments having
different costs.

Sales and marketing  expense for the nine month period ended  September 30, 2007
were  $4,636,750,  a decrease of $159,748 over the comparable 2006 period amount
of $4,796,498.  The decrease was primarily due to reduced product  marketing and
promotion costs of $229,000, decreased payroll and related expenses of $257,000,
largely  the result of  decreased  sales  activity  of the  Health and  Wellness
segment,  increased  outside  advertising  of $441,000,  and a decrease to other
expenses combining to $150,000.

General and  administration  costs for the nine month period ended September 30,
2007 was $9,366,209 compared to $10,001,321 during the 2006 period, representing
a decrease of $635,112  between the periods.  The decrease in 2007 was primarily
due to increased legal costs of $63,000,  increased other  professional  fees of
$121,000 due to the engagement of investment  banking  services in 2007, and was
offset by decreased  insurance  costs of $347,000.  Darius  consulting  and bank
charges were reduced by a combined  amount of  $341,000,  both of which  reflect
reduced revenues of this segment.


                                      -24-


Research and  development  costs during the nine months ended September 30, 2007
were  $4,795,932  compared  to  $2,534,051  during the 2006  comparable  period,
reflecting an increase in 2007 of $2,261,881, primarily as a result of increased
Pharma segment costs largely  associated  with Phase II(b) clinical  studies for
QR-333,  an  investigational  new drug for treating  conditions  associated with
diabetic peripheral neuropathy.

LIQUIDITY AND CAPITAL RESOURCES

The Company had working  capital of $16,994,373 and $20,541,273 at September 30,
2007 and December 31, 2006,  respectively.  Changes in working  capital  overall
have been  primarily due to the  following  items:  cash  balances  decreased by
$5,273,068;  account  receivable  balances increased by $401,157 due to seasonal
factors and effective  collection  practices;  inventory increased by $1,541,063
largely  due to the new  products  launched  in July 2007;  accrued  advertising
decreased by $1,118,844 due to the seasonal nature of the  Cold-Remedy  segment,
accrued royalties and sales commissions increased by $268,789 largely due to the
effects of certain litigation in progress.  Total cash balances at September 30,
2007 were  $12,483,691  compared to  $17,756,759  at December  31,  2006.  Other
current liabilities increased by $1,049,023 mainly due to increased research and
development and legal balances.

Management believes that its strategy to establish  Cold-Eeze(R) as a recognized
brand name, its broader range of products, its diversified  distribution methods
as  it  relates  to  the  Health  and  Wellness   business   segment,   adequate
manufacturing  capacity,  and growth in international  sales,  together with its
current  working  capital,  should provide an internal source of capital to fund
the  Company's  normal  business  operations.  The  operations  of  the  Company
contribute to the current  research and development  expenditures of the Ethical
Pharmaceutical segment. In addition to the funding from operations,  the Company
may in the short and long term raise  capital  through  the  issuance  of equity
securities  or secure other  financing  resources to support such  research.  As
research progresses on certain formulations,  expenditures of the Pharma segment
will  require   substantial   financial   support  and  would   necessitate  the
consideration of other approaches such as licensing or partnership  arrangements
that meet the  Company's  long term  goals and  objectives.  Ultimately,  should
internal  working  capital  or  internal  funding be  insufficient,  there is no
guarantee  that  other  financing  resources  will  become  available,   thereby
deferring future growth and development of certain formulations.

Management is not aware of any trends,  events or uncertainties that have or are
reasonably  likely to have a material  negative  impact upon the  Company's  (a)
short-term or long-term  liquidity,  or (b) net sales or income from  continuing
operations.  Any challenge to the Company's  patent rights could have a material
adverse effect on future liquidity of the Company;  however,  the Company is not
aware of any condition that would make such an event probable.

Management believes that cash generated from operations,  along with its current
cash  balances,  will be  sufficient  to finance  working  capital  and  capital
expenditure requirements for at least the next twelve months.

CAPITAL EXPENDITURES

Capital  expenditures  during  the  remainder  of 2007  are not  expected  to be
material.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's  operations are not subject to risks of material  foreign currency
fluctuations, nor does it use derivative financial instruments in its investment
practices.  The Company  places its marketable  investments in instruments  that
meet high credit quality standards.  The Company does not expect material losses
with respect to its investment  portfolio or exposure to market risks associated
with interest  rates.  The impact on the Company's  results of a one  percentage
point change in short-term  interest  rates would not have a material  impact on
the Company's future earnings,  fair value, or cash flows related to investments
in cash equivalents or interest-earning marketable securities.

ITEM 4. CONTROLS AND PROCEDURES

Based on their  evaluation  as of the end of the period  covered by this report,
the Company's Chief Executive Officer and Chief Financial Officer have concluded
that the  Company's  disclosure  controls  and  procedures  (as defined in Rules
13a-15 and 15d-15 under the  Securities  Exchange  Act of 1934,  as amended) are
effective.  There have been no  significant  changes in internal  controls or in
other factors that could  significantly  affect these controls subsequent to the
date of their  evaluation,  including  any  corrective  actions  with  regard to
significant  deficiencies  and  material  weaknesses.  The Company was deemed an
"accelerated  filer"  as such  term is  defined  pursuant  to Rule  12b-2 of the
Securities  Exchange  Act of 1934,  as amended,  as of the end of the  Company's
fiscal year ended December 31, 2006. As an "accelerated  filer", the Company was
required by the Sarbanes-Oxley Act of 2002, as amended, to include an assessment


                                      -25-


of its  internal  control  over  financial  reporting  and  attestation  from an
independent  registered public accounting firm in its Annual Report on Form 10-K
commencing  with the fiscal  year ended  December  31,  2006.  The  Company  has
undergone an ongoing  comprehensive  effort in preparation  for compliance  with
Section  404  of  the   Sarbanes-Oxley  Act  of  2002.  This  has  involved  the
documentation,  testing and review of our internal  controls under the direction
of senior management.


                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS


                     MONIQUE FONTENOT DOYLE VS. THE QUIGLEY
             CORPORATION (U.S.D.C., W.D. LA. DOCKET NO.: 6:06CV1497)

On August 31, 2006,  the  plaintiff  filed an action  against the Company in the
United   States   District   Court  for  the  Western   District  of   Louisiana
(Lafayette-Opelousas  Division).  The  action  alleges  the  plaintiff  suffered
certain  losses and injuries as a result of the Company's  nasal spray  product.
Among the allegations of plaintiff are breach of express  warranties and damages
pursuant to the Louisiana Products Liability Act.

A trial date has been set for August 4, 2008. Discovery is not yet complete. The
Company  believes the  plaintiff's  claims are without  merit and is  vigorously
defending this lawsuit.

 HOWARD POLSKI AND SHERYL POLSKI VS. THE QUIGLEY CORPORATION, ET AL. (U.S.D.C., D.
                       MINN. DOCKET NO.: 04-4199 PJS/JJG)

On August  12,  2004,  plaintiffs  filed an action  against  the  Company in the
District  Court for  Hennepin  County,  Minnesota,  which was not  served  until
September 2, 2004.  On September 17, 2004,  the Company  removed the case to the
United States  District Court for the District of Minnesota.  The action alleges
that  plaintiffs  suffered  certain  losses  and  injuries  as a  result  of the
Company's  nasal  spray  product.   Among  the  allegations  of  plaintiffs  are
negligence,  products liability,  breach of express and implied warranties,  and
breach of the Minnesota Consumer Fraud Statute.

The Company  believes the  plaintiffs'  claims are without merit and  vigorously
defended this lawsuit.  On September 5, 2007, the Company obtained a judgment in
its favor,  as a matter of law, and that  decision is  currently on appeal;  the
Company  believes  the appeal  lacks  merit,  and that the judgment of the trial
court will be affirmed.

At the present  time this matter is being  defended by the  Company's  liability
insurance  carrier.  Based upon the information the Company has at this time, it
believes the action will not have a material impact to the Company.  However, at
this time no prediction as to the outcome can be made.

                          TERMINATED LEGAL PROCEEDINGS

                   BONNIE L. HURD. VS. THE QUIGLEY CORPORATION
              (PA. C.C.P., BUCKS COUNTY, DOCKET NO.: 06-10055-13-2)

On October 31, 2006,  plaintiff  filed an action in the Court of Common Pleas of
Bucks  County,  Pennsylvania.  The  complaint  was  served on the  Company  soon
thereafter.  The  action  alleges  the  plaintiff  suffered  certain  losses and
injuries as a result of using the  Company's  nasal spray  product.  Plaintiff's
complaint consists of counts for negligence,  strict products liability (failure
to warn), strict products liability  (defective  design),  breach of express and
implied warranties, and violations under the Pennsylvania Unfair Trade Practices
and Consumer Protection Law and other consumer protection statutes.

This action was recently  settled at the direction of the insurance  carrier out
of insurance proceeds.


                                      -26-


            CAROLYN HENRY BAYNHAM VS. THE QUIGLEY CORPORATION, ET AL.
                   (U.S.D.C, E.D. TEX. DOCKET NO.: 1:07CV0010)

On January  8, 2007,  plaintiff  filed an action in the United  States  District
Court for the Eastern  District of  Texas-Beaumont  Division.  The complaint was
served on the  Company on January 15,  2007.  The action  alleges the  plaintiff
suffered  certain  losses and injuries as a result of using the Company's  nasal
spray product.  Plaintiff's complaint consists of counts for negligence,  strict
products  liability  (failure to warn),  strict  products  liability  (defective
design), and breach of express and implied warranties.

This action was recently  settled at the direction of the insurance  carrier out
of insurance proceeds.

ITEM 6. EXHIBITS


(1)  Exhibit  31.1  Certification  by the Chief  Executive  Officer  pursuant to
     Section 302 of the Sarbanes-Oxley Act of 2002
(2)  Exhibit  31.2  Certification  by the Chief  Financial  Officer  pursuant to
     Section 302 of the Sarbanes-Oxley Act of 2002
(3)  Exhibit  32.1  Certification  by the Chief  Executive  Officer  pursuant to
     Section 906 of the Sarbanes-Oxley Act of 2002
(4)  Exhibit  32.2  Certification  by the Chief  Financial  Officer  pursuant to
     Section 906 of the Sarbanes-Oxley Act of 2002


                                      -27-


                                   SIGNATURES

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


                                         THE QUIGLEY CORPORATION



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

Date: November 5, 2007


                                      -28-


EX-31.1 2 ex311to10q03814_09302007.htm sec document

                                                                    Exhibit 31.1


                                 CERTIFICATIONS


I, Guy J. Quigley, certify that:

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

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

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

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal  control over financial
reporting  (as defined in Exchange Act Rules  13a-15(f)  and  15d-15(f)  for the
registrant and have:

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

     b) Designed such internal control over financial reporting,  or caused such
     internal  control  over  financial  reporting  to  be  designed  under  our
     supervision,  to provide reasonable  assurance regarding the reliability of
     financial  reporting  and  the  preparation  of  financial  statements  for
     external  purposes  in  accordance  with  generally   accepted   accounting
     principles;

     c) Evaluated the effectiveness of the registrant's  disclosure controls and
     procedures  and  presented  in  this  report  our  conclusions   about  the
     effectiveness of the disclosure  controls and procedures,  as of the end of
     the period covered by this report based on such evaluation; and

     d) Disclosed in this report any change in the registrant's internal control
     over financial  reporting that occurred during the registrant's most recent
     fiscal  quarter (the  registrant's  fourth fiscal quarter in the case of an
     annual report) that has  materially  affected,  or is reasonably  likely to
     materially  affect,  the  registrant's   internal  control  over  financial
     reporting; and

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
registrant's  auditors  and the audit  committee  of the  registrant's  board of
directors (or persons performing the equivalent functions):

     a) All significant  deficiencies  and material  weaknesses in the design or
     operation of internal control over financial reporting which are reasonably
     likely to adversely  affect the  registrant's  ability to record,  process,
     summarize and report financial information; and

     b) Any fraud,  whether or not material,  that involves  management or other
     employees who have a significant role in the registrant's  internal control
     over financial reporting.


Date: November 5, 2007

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


EX-31.2 3 ex312to10q03814_09302007.htm sec document

                                                                    Exhibit 31.2


                                 CERTIFICATIONS

I, George J. Longo, certify that:

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

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

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

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal  control over financial
reporting  (as defined in Exchange Act Rules  13a-15(f)  and  15d-15(f)  for the
registrant and have:

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

     b) Designed such internal control over financial reporting,  or caused such
     internal  control  over  financial  reporting  to  be  designed  under  our
     supervision,  to provide reasonable  assurance regarding the reliability of
     financial  reporting  and  the  preparation  of  financial  statements  for
     external  purposes  in  accordance  with  generally   accepted   accounting
     principles;

     c) Evaluated the effectiveness of the registrant's  disclosure controls and
     procedures  and  presented  in  this  report  our  conclusions   about  the
     effectiveness of the disclosure  controls and procedures,  as of the end of
     the period covered by this report based on such evaluation; and

     d) Disclosed in this report any change in the registrant's internal control
     over financial  reporting that occurred during the registrant's most recent
     fiscal  quarter (the  registrant's  fourth fiscal quarter in the case of an
     annual report) that has  materially  affected,  or is reasonably  likely to
     materially  affect,  the  registrant's   internal  control  over  financial
     reporting; and

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
registrant's  auditors  and the audit  committee  of the  registrant's  board of
directors (or persons performing the equivalent functions):

     a) All significant  deficiencies  and material  weaknesses in the design or
     operation of internal control over financial reporting which are reasonably
     likely to adversely  affect the  registrant's  ability to record,  process,
     summarize and report financial information; and

     b) Any fraud,  whether or not material,  that involves  management or other
     employees who have a significant role in the registrant's  internal control
     over financial reporting.


Date: November 5, 2007

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


EX-32.1 4 ex321to10q03814_09302007.htm sec document

                                                                    Exhibit 32.1


                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER

  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. ss.1350)


Pursuant to Section 906 of the Sarbanes-Oxley  Act of 2002 (18 U.S.C.  ss.1350),
the  undersigned,  Guy J. Quigley,  the Chief  Executive  Officer of The Quigley
Corporation,  a Nevada corporation (the "Company"),  does hereby certify, to his
knowledge, that:

The Quarterly  Report on Form 10-Q for the quarter  ended  September 30, 2007 of
the Company (the "Report") fully complies with the requirements of section 13(a)
or 15(d) of the Securities  Exchange Act of 1934, and the information  contained
in the Report fairly presents, in all material respects, the financial condition
and results of operations of the Company.


                                                      /s/  Guy J. Quigley
                                                      --------------------------
                                                      Guy J. Quigley
                                                      Chief Executive Officer
                                                      November 5, 2007


EX-32.2 5 ex322to10q03814_09302007.htm sec document

                                                                    Exhibit 32.2


                    CERTIFICATION OF CHIEF FINANCIAL OFFICER

  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. ss.1350)


Pursuant to Section 906 of the Sarbanes-Oxley  Act of 2002 (18 U.S.C.  ss.1350),
the  undersigned,  George J. Longo,  the Chief Financial  Officer of The Quigley
Corporation,  a Nevada corporation (the "Company"),  does hereby certify, to his
knowledge, that:

The Quarterly  Report on Form 10-Q for the quarter  ended  September 30, 2007 of
the Company (the "Report") fully complies with the requirements of section 13(a)
or 15(d) of the Securities  Exchange Act of 1934, and the information  contained
in the Report fairly presents, in all material respects, the financial condition
and results of operations of the Company.


                                                      /s/  George J. Longo
                                                      --------------------------
                                                      George J. Longo
                                                      Chief Financial Officer
                                                      November 5, 2007


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