<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(MARK ONE)

|X|  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934.

For the period ended March 31, 2002.

|_|  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:                                                  0-16128

                              TUTOGEN MEDICAL, INC.
             (Exact name of registrant as specified in its charter)

FLORIDA                                                               59-3100165
(State or other Jurisdiction of                                 (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

925 ALLWOOD ROAD, CLIFTON, NEW JERSEY                                      07012
(Address of Principal Executive Offices)                              (Zip Code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:               (973) 365-2799

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:                 NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

     COMMON STOCK, PAR VALUE $.01
           (Title of Class)          (Name of Each Exchange on Which Registered)

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 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 |_|.

As of April 30, 2002 there were outstanding 15,132,110 shares of Tutogen
Medical, Inc. Common Stock, par value $0.01.
<PAGE>

                     TUTOGEN MEDICAL, INC. AND SUBSIDIARIES

                                      INDEX
                                      -----

PART I.           Financial Information.                               Page No.

         ITEM 1.  Financial Statements.

                  Consolidated Balance Sheets - March 31, 2002             1
                  (unaudited) and September 30, 2001.

                  Consolidated Statements of Operations for the            2
                  three and six months ended March 31, 2002 and 2001
                  (unaudited).

                  Consolidated Statements of Cash Flows for the            3
                  three and six months ended March 31, 2002 and 2001
                  (unaudited).

                  Notes to Consolidated Financial Statements               4
                  (unaudited).
         ITEM 2.  Management's Discussion and Analysis of Financial        8
                  Condition and Results of Operations.

PART II.          Other Information.

         ITEM 4.  Submission of Matters to a Vote of Security-            12
                  Holders

         ITEM 6.  Reports on Form 8-K                                     12

SIGNATURES                                                                13
<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

                     TUTOGEN MEDICAL, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                           (UNAUDITED)
                                                             MARCH 31,   SEPTEMBER 30,
                                                              2002          2001
                                                           -----------   -------------
<S>                                                          <C>           <C>
ASSETS

CURRENT ASSETS

    Cash and cash equivalents                                $ 4,747       $ 4,352
    Accounts receivable - net                                  2,921         1,858
    Inventories - net                                          6,351         5,491
    Deferred income taxes                                        410           287
    Other current assets                                         532           486
                                                             -------       -------
                                                              14,961        12,474

PROPERTY, PLANT AND EQUIPMENT, NET                             3,737         3,906

INTANGIBLE ASSETS - NET                                            1             1

DEFERRED INCOME TAXES                                          2,673         2,896
                                                             -------       -------

TOTAL ASSETS                                                 $21,372       $19,277
                                                             =======       =======



LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES

    Accounts payable and accrued expenses                    $ 4,015       $ 2,676
    Revolving credit arrangements                                 --           584
    Current portion of deferred distribution fees                453           346
    Current portion of long-term debt                             62            63
                                                             -------       -------
                                                               4,530         3,669

OTHER LIABILITIES

    Long-term debt                                               650           707
    Deferred distribution fees                                 3,179         2,444

SHAREHOLDERS' EQUITY                                          13,013        12,457
                                                             -------       -------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                   $21,372       $19,277
                                                             =======       =======
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

<PAGE>

                                     TUTOGEN MEDICAL, INC. AND SUBSIDIARIES
                                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                   THREE MONTHS ENDED MARCH 31,      SIX MONTHS ENDED MARCH 31,
                                                                   ----------------------------    -----------------------------
                                                                       2002            2001            2002            2001
                                                                       ----            ----            ----            ----
<S>                                                                <C>             <C>             <C>             <C>
OPERATING REVENUES
          Surgical products and related services                   $      5,210    $      2,925    $     10,132    $      5,999
          Distribution fees                                                 122              77             213             150
                                                                   ------------    ------------    ------------    ------------

             Total revenues                                               5,332           3,002          10,345           6,149

          Cost of revenue                                                 2,439           2,259           5,241           4,202
                                                                   ------------    ------------    ------------    ------------

             Gross margin                                                 2,893             743           5,104           1,947

OPERATING EXPENSES

         General and administrative                                         777             728           1,479           1,377
         Distribution and marketing                                       1,589             664           2,737           1,289
         Research and development                                           199             248             376             351
         Depreciation and amortization                                       32              29              63              46
                                                                   ------------    ------------    ------------    ------------
                                                                          2,597           1,669           4,655           3,063

OPERATING PROFIT (LOSS)                                                     296            (926)            449          (1,116)

Other income                                                                 47             112              43             280
Interest expense                                                            (14)            (15)            (37)            (26)
                                                                   ------------    ------------    ------------    ------------
                                                                             33              97               6             254

INCOME (LOSS) BEFORE INCOME TAXES AND CUMULATIVE

    EFFECT OF ACCOUNTING CHANGE                                             329            (829)            455            (862)

Income tax (benefit)                                                         99              --              99          (2,247)
                                                                   ------------    ------------    ------------    ------------

INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF

    ACCOUNTING CHANGE                                                       230            (829)            356           1,385

Cumulative effect of accounting change - net of tax                          --              --              --           1,121
                                                                   ------------    ------------    ------------    ------------

NET INCOME (LOSS)                                                  $        230    $       (829)   $        356    $        264
                                                                   ============    ============    ============    ============

Average shares outstanding for basic earnings (loss) per share       15,122,693      14,857,750      15,074,675      14,578,219
                                                                   ============    ============    ============    ============

Basic earnings (loss) per share:

  Income (loss) before cumulative effect of accounting change      $       0.02    $      (0.06)   $       0.02    $       0.10
                                                                   ============    ============    ============    ============
  Cumulative effect of accounting change                           $         --    $         --    $         --    $       0.08
                                                                   ============    ============    ============    ============
  Net Income (loss)                                                $       0.02    $      (0.06)   $       0.02    $       0.02
                                                                   ============    ============    ============    ============

Average shares outstanding for diluted earnings (loss) per share     16,170,808      14,857,750      15,973,549      15,980,417
                                                                   ============    ============    ============    ============

Diluted earnings (loss) per share:

  Income (loss) before cumulative effect of accounting change      $       0.01    $      (0.06)   $       0.02    $      (0.05)
                                                                   ============    ============    ============    ============
  Cumulative effect of accounting change                           $         --    $         --    $         --    $       0.07
                                                                   ============    ============    ============    ============
  Net Income (loss)                                                $       0.01    $      (0.06)   $       0.02    $       0.02
                                                                   ============    ============    ============    ============
</TABLE>

See accompanying Notes to Consolidated Financial Statements


                                                       2
<PAGE>

                     TUTOGEN MEDICAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                             SIX MONTHS ENDED MARCH 31,
                                                             --------------------------
                                                                 2002          2001
                                                                 ----          ----
<S>                                                            <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net income                                                     $   356       $   264
Adjustments to reconcile net income to net cash
  provided by operating activities:
  Depreciation and amortization                                    176            98
  Deferred income taxes                                             99        (2,247)
  Cumulative effect of accounting change                            --         1,121
  Changes in assets and liabilities:
     Accounts receivable-net                                    (1,646)         (231)
     Inventories-net                                              (977)         (115)
     Other current assets                                          235          (163)
     Accounts payable and accrued expense                        1,639           497
     Deferred distribution fees                                    958           872
                                                               -------       -------
        Net cash provided by operating activities                  840            96

CASH FLOWS FROM INVESTING ACTIVITIES

   Purchase of plant and equipment                                (149)         (591)
                                                               -------       -------
      Net cash used in investing activities                       (149)         (591)

CASH FLOWS FROM FINANCING ACTIVITIES

    Issuance of stock                                              287         1,300
    Proceeds from revolving credit arrangements                     74           258
    Repayment of revolving credit arrangements                    (640)         (332)
    Repayment of long-term debt                                    (27)          (27)
                                                               -------       -------
         Net cash (used in) provided by financing activities      (306)        1,199

EFFECT OF EXCHANGE RATE CHANGES ON CASH                             10          (151)

NET INCREASE IN CASH AND CASH EQUIVALENTS                          395           553

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                 4,352         3,835
                                                               -------       -------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                     $ 4,747       $ 4,388
                                                               =======       =======

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

SUPPLEMENTAL CASH FLOW DISCLOSURES

      Interest paid                                            $    22       $    26
                                                               =======       =======
</TABLE>

See accompanying Notes to Consolidated Financial Statements


                                       3
<PAGE>

                     TUTOGEN MEDICAL, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2002
                        (IN THOUSANDS, EXCEPT SHARE DATA)

(1)   OPERATIONS AND ORGANIZATION

      Tutogen Medical, Inc. along with its consolidated subsidiaries ("the
      Company") processes, manufactures and distributes worldwide specialty
      surgical products and provides tissue processing services for neuro,
      orthopedic, cardiovascular, reconstructive and general surgical
      applications. The Company's core business is processing human donor tissue
      ("allografts") utilizing its patented Tutoplast(R) process for
      distribution to hospitals and surgeons.

(2)   SIGNIFICANT ACCOUNTING POLICIES

      The accompanying unaudited consolidated financial statements of the
      Company and the unaudited results of operations and cash flows for the
      three and six months ended March 31, 2002 and 2001 have been prepared in
      conformity with accounting principles generally accepted in the United
      States of America for interim financial reporting. Accordingly, they do
      not include all of the information and notes required by accounting
      principles generally accepted in the United States of America for complete
      financial statements. In the opinion of management, all adjustments
      necessary in order to make the financial statements not misleading have
      been made. Operating results for the three and six months ended March 31,
      2002 are not necessarily indicative of the results, which may be expected
      for the fiscal year ending September 30, 2002. The interim financial
      statements should be read in conjunction with the audited consolidated
      financial statements of the Company for the year ended September 30, 2001.

      NEW ACCOUNTING PRONOUNCEMENTS - In July 2001, the FASB issued SFAS No.
      141, "Business Combinations," and No. 142, "Goodwill and Other Intangible
      Assets." SFAS No. 141 supercedes APB Opinion No. 16, "Business
      Combinations" and amends or supercedes a number of related interpretations
      of APB 16. SFAS No. 141 eliminates the pooling-of-interests method of
      accounting for business combinations, and changes the criteria to
      recognize intangible assets apart from goodwill. SFAS No. 142 supercedes
      APB Opinion No. 17, "Intangible Assets." Under SFAS No. 142, goodwill and
      indefinite lived intangible assets are no longer amortized but are
      reviewed annually, or more frequently if impairment indicators arise, for
      impairment. The Company plans to adopt the provisions of SFAS No. 141 for
      any business combination that is initiated after June 30, 2001. The
      provisions of SFAS No. 142 are effective for fiscal years beginning after
      December 15, 2001. The Company will adopt SFAS No. 142 beginning in the
      first fiscal quarter of fiscal 2003. The Company believes that the
      adoption of SFAS No's. 141 and 142 will not have a material impact on its
      results of operations or financial position.

      In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
      Retirement Obligations". SFAS No. 143 requires entities to record the fair
      value of a liability for an asset retirement obligation in the period in
      which it is incurred. The provisions of SFAS No. 143 are effective for
      fiscal years beginning after June 15, 2002. The Company will adopt SFAS
      No. 143 beginning in the first fiscal quarter of fiscal 2003. The Company
      believes that the adoption of SFAS No. 143 will not have a material impact
      on its results of operations or financial position.


                                       4
<PAGE>

                     TUTOGEN MEDICAL, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2002
                        (IN THOUSANDS, EXCEPT SHARE DATA)

      In October 2001, the FASB issued SFAS No. 144, "Accounting for the
      Impairment or Disposal of Long-Lived Assets". SFAS No. 144 supercedes SFAS
      No. 121, "Accounting for the Impairment of Long-Lived Assets and for
      Long-Lived Assets to Be Disposed Of". The primary objectives of SFAS No.
      144 were to develop one accounting model based on the framework
      established in SFAS No. 121, and to address significant implementation
      issues. The provisions of SFAS No. 144 are effective for fiscal years
      beginning after December 15, 2001. The Company will adopt SFAS No. 144
      beginning in the first fiscal quarter of fiscal 2003. The Company believes
      that the adoption of SFAS No. 144 will not have a material impact on its
      results of operations or financial position.

(3)   INVENTORIES

      Major classes of inventory at March 31, 2002 and September 30, 2001 were
      as follows:

                                                        March 31,  September 30,
                                                           2002         2001

      Raw materials                                      $1,355       $1,148
      Work in process                                     1,910        1,893
      Finished goods                                      4,367        3,486
                                                         ------       ------
                                                          7,632        6,527
      Less reserves for obsolescence                      1,281        1,036
                                                         ------       ------
                                                         $6,351       $5,491
                                                         ======       ======

(4)   INCOME TAXES

      The Company has incurred total net operating losses through September 30,
      2001 of $16.1 million, generated from its U.S. and German operations of
      $6.8 million and $9.3 million, respectively. These net operating losses
      are the primary component of the Company's deferred tax asset of $7.0
      million as of September 30, 2001, generated from its U.S. and German
      operations. A full valuation allowance had been provided on all but
      $135,000 of the U.S. deferred tax asset and eliminated the full valuation
      allowance on its German operations in the Company's consolidated financial
      statements as of and for the year ended September 31, 2001. The Company
      establishes valuation allowances in accordance with the provisions of FASB
      Statement No. 109, ACCOUNTING FOR INCOME TAXES. The Company continually
      reviews the adequacy and necessity of the valuation allowance and
      recognizes these benefits only as reassessment, based on recent
      developments including income from new contracts, indicates that it is
      more likely than not that the benefits will be realized. As of March 31,
      2002 the Company continues to record the existing valuation allowance on
      its U.S. operations and the elimination of the full valuation allowance on
      its German operations based upon future taxable income projections.


                                       5
<PAGE>

                     TUTOGEN MEDICAL, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2002
                        (IN THOUSANDS, EXCEPT SHARE DATA)

(5)   ACCOUNTING CHANGE

      The Company has entered into comprehensive long term agreements with
      various organizations, including Mentor Corporation, Sulzer Spine-Tech,
      Inc. and Sulzer Dental, formerly Calcitek, Inc., for the worldwide
      distribution of its patented Tutoplast(R) processed bone and soft tissue.
      Upon execution of these agreements, each of these organizations made
      initial non-refundable payments to the Company, which was recognized as
      distribution fees. During the quarter ended December 31, 2000, the Company
      has adopted the Securities and Exchange Commission Staff Accounting
      Bulletin No. 101 - REVENUE RECOGNITION IN FINANCIAL STATEMENTS ("SAB
      101"). SAB 101 provides that up front payments under these arrangements be
      recognized as revenue as products are delivered over the periods. The
      cumulative effect of this accounting change was to decrease net income by
      $1.1 million, net of tax, or $0.08 per basic earnings and $0.07 per
      diluted earnings per share in the first quarter of 2000.

(6)   SEGMENT DATA

      The Company operates principally in one industry providing specialty
      surgical products and tissue processing services. These operations include
      in two geographically determined segments: the United States and Europe
      ("International"). The accounting policies of these segments are the same
      as those described in the summary of significant accounting policies. The
      Company evaluates performance based on profit or loss from operations
      before income taxes not including non-recurring and foreign exchange gains
      or losses. The Company accounts for intersegment sales and transfers at
      contractually agreed-upon prices.

      The Company's reportable segments are strategic business units that offer
      products and services to different geographic markets. They are managed
      separately because of the differences in these markets as well as their
      physical location.


                                       6
<PAGE>

                     TUTOGEN MEDICAL, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2002
                        (IN THOUSANDS, EXCEPT SHARE DATA)

A summary of the operations and assets by segment as of and for six months ended
March 31, 2002 and 2001, respectively are as follows:

2002                                 INTERNATIONAL  UNITED STATES   CONSOLIDATED

Gross revenue                          $  6,078        $  6,994      $ 13,072
Less - intercompany                      (2,727)             --        (2,727)
                                       --------        --------      --------

Total revenue - third party            $  3,351        $  6,994      $ 10,345
                                       ========        ========      ========

Depreciation and amortization          $     56        $      7      $     63

Interest expense                       $     34        $      3      $     37

Net income (loss)                      $    177        $    179      $    356

Capital expenditures                   $     71        $     78      $    149

Total assets                           $ 10,411        $ 28,913      $ 39,324
Less intercompany advances                   --         (17,952)      (17,952)
                                       --------        --------      --------

                                       $ 10,411        $ 10,961      $ 21,372
                                       ========        ========      ========

2001                                INTERNATIONAL   UNITED STATES  CONSOLIDATED

Gross revenue                          $  4,128        $  2,832      $  6,960
Less - intercompany                        (811)             --          (811)
                                       --------        --------      --------

Total revenue - third party            $  3,317        $  2,832      $  6,149
                                       ========        ========      ========

Depreciation and amortization          $     39        $      7      $     46

Interest expense                       $     23        $      3      $     26

Net income                             $  1,205        $   (941)     $    264

Capital expenditures                   $    324        $    267      $    591

Total assets                           $ 10,605        $ 26,544      $ 37,149
Less intercompany advances                   --         (17,952)      (17,952)
                                       --------        --------      --------

                                       $ 10,605        $  8,592      $ 19,197
                                       ========        ========      ========

(7) RECLASSIFICATION

    Certain reclassifications have been made to the 2001 financial statements to
    conform to the 2002 presentation.


                                       7
<PAGE>

                 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                 (IN THOUSANDS)
                                   (UNAUDITED)

RESULTS OF OPERATIONS

REVENUE AND COST OF REVENUE

Revenues for the three months ended March 31, 2002 increased 78% to $5,332 from
$3,002 for the comparable period. The increase in revenue primarily occurred
from the US operation as its revenue increased to $3,448 from $1,341 or 157% for
the same period last year. The revenue increase was primarily due to an increase
in the demand for the Company's Tutoplast(R) bone products for spinal and dental
applications sold by Sulzer Spine-Tech and Sulzer Dental, the Company's
marketing partners. These products contributed nearly $1.9 million of the
increase to revenue. This increase was fueled by the introduction, by Sulzer
Spine-Tech in January, of a new Tutoplast(R) specialty graft, the Puros(TM)
Symmetry(TM) PLIF Allograft System. International revenue increased to $1,844
from $1,661or 11% for the same period last year.

Revenues for the six months ended March 31, 2002 increased 68% to $10,345 from
$6,149 for the comparable period. Here again, the increase in revenue primarily
occurred from the U.S. operation as its revenue increased 147% to $6,994 from
$2,832 for the same period last year. Incremental Sulzer revenues of $2.3
million and incremental Mentor revenues of $1.8 million accounted for the major
portion of the revenue increase.

Cost of revenue, for the three and six months ended March 31, 2002 were 46% and
51%, respectively as compared to 75% and 68%, respectively for the comparable
periods. The lower cost of revenue margin was primarily due to a favorable mix
of low cost of revenue on the spinal revenues and a decrease in product
development and manufacturing costs from a year ago.

GENERAL AND ADMINISTRATIVE

General and administrative expenses increased 7% for the three and six months
ended March 31, 2002, from the comparable periods last year. The higher expenses
were primarily due to additional staff of $90. For the three months ended March
31, 2002, as a percentage of revenues, General and Administrative expenses
decreased from 24% in 2001 to 15% in 2002. For the six months ended March 31,
2002, as a percentage of revenues, General and Administrative expenses decreased
from 22% in 2001 to 14% in 2002

DISTRIBUTION AND MARKETING

Distribution and marketing expenses increased 139% and 112% for the three and
six months ended March 31, 2002, from the comparable periods last year. The
increase was primarily due to marketing fees earned under the agreement with
Sulzer Spine-Tech and Sulzer Dental as a result of the rollout of the Company's
Tutoplast bone products for spinal and dental applications. For the three months
ended March 31, 2002, as a percentage of revenues, Distribution and Marketing
expenses increased from 22% in 2001 to 30% in 2002. For the six months ended
March 31, 2002, as a percentage of revenues, Distribution and Marketing expenses
increased from 21% in 2001 to 26% in 2002, primarily due to the higher
proportion of Sulzer revenues.


                                       8
<PAGE>

RESEARCH AND DEVELOPMENT

Research and development expenses decreased 20% for the three months ended March
31, 2002 and increased 7% for the six months ended March 31, 2002, from the
comparable periods last year. The overall increase was due to the increased
product development effort focused on the Sulzer and Mentor Corporation product
lines. For the three months ended March 31, 2002, as a percentage of revenues,
Research and Development expenses decreased from 8% in 2001 to 4% in 2002. For
the six months ended March 31, 2002, as a percentage of revenues, Research and
Development expenses decreased from 6% in 2001 to 4% in 2002. However, the
expenditures have increased for the six-month period from $351 to $376.

DEPRECIATION AND AMORTIZATION

Depreciation and amortization increased 10% and 37% for the three and six months
ended March 31, 2002, from the comparable periods last year. The increase in
depreciation and amortization was attributed to purchases of property, plant
improvements and equipment.

OTHER INCOME

Other income decreased substantially, for the three and six months ended March
31, 2002, due to favorable foreign exchange gains and interest rates experienced
last year.

INTEREST EXPENSE

Interest expense remained relatively flat from the comparable periods last year.
The overall increase in interest for the six months ended March 31, 2002 of $11
was due to higher revolving credit balances from the International operation.

NET INCOME

Net income for the three and six months ended March 31, 2002 totaled $230 or
$0.02 basic and $0.1 diluted earnings per share and $356 or $0.02 basic and
diluted earnings per share as compared to a net loss of $829 or $0.06 basic and
diluted loss per share and net income of $264 or $0.02 basic and diluted
earnings per share for the same periods last year. The comparable six-month
period in 2001 reflects the recognition of certain net operating loss benefits
generated from the German operations of $2,247, partially offset by the
cumulative effect of an accounting change of $1,121.

CRITICAL ACCOUNTING POLICIES

The Company's significant accounting policies are more fully described in Note 2
to the consolidated financial statements. However, certain of the accounting
policies are particularly important to the portrayal of the financial position
and results of operations and require the application of significant judgment by
management; as a result they are subject to an inherent degree of uncertainty.
In applying those policies, management uses its judgment to determine the
appropriate assumptions to be used in the determination of certain estimates.
Those estimates are based on historical experience, terms of existing contracts,
observance of trends in the industry, information provided by customers and
information available from other outside sources, as appropriate. The Company's
significant accounting policies include:


                                       9
<PAGE>

INVENTORIES. Inventories are valued at the lower of cost (weighted average
basis) or market. Work in process and finished goods includes costs attributable
to direct labor and overhead. Reserves for slow moving and obsolete inventories
are provided based on historical experience and current product demand. The
adequacy of these reserves are evaluated quarterly.

REVENUE RECOGNITION AND ACCOUNTS RECEIVABLE. Revenue on product sales is
recognized when persuasive evidence of an arrangement exists, the price is fixed
and final, delivery has occurred and there is a reasonable assurance of
collection of the sales proceeds. Oral or written purchase authorizations are
generally obtained from customers for a specified amount of product at a
specified price and consider delivery to have occurred at the time of shipment.
Customers are provided with a limited right of return. Revenue is recognized at
shipment. Reasonable and reliable estimates of product returns are made in
accordance with SFAS No. 48 and of allowances for doubtful accounts based on
significant historical experience. Revenue from service sales is recognized when
the service procedures have been completed or applicable milestones have been
achieved. Revenue form distribution fees include nonrefundable payments received
as a result of exclusive distribution agreements between the Company and
independent distributors. Distribution fees under these arrangements are
recognized as revenue as products are delivered over the periods.

FOREIGN CURRENCY TRANSLATION. The financial position and results of operations
of the Company's foreign subsidiary is measured using local currency (Euro) as
the functional currency. Assets and liabilities of the foreign subsidiary are
translated at the rate of exchange in effect at the end of the period. Revenues
and expenses are translated at the average exchange rated for the period.
Foreign currency translation gains and losses not impacting cash flows are
credited to or charged against other comprehensive income (loss). Foreign
currency translation gains and losses arising from cash transactions are
credited to or charged against current earnings.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2002, the Company has working capital of $10.4 million as compared
to September 30, 2001 of $8.8 million. The Company maintains current working
capital credit lines totaling (euro) 1.8 million Euros (approximately $1.6
million) with several German banks and a $1.0 million credit line with a U.S.
bank. At March 31, 2002, the Company had no borrowings against these lines.

The Company has experienced a positive cash flow during the year ended September
30, 2001 and continues to experience a positive cash flow during the six months
ended March 31, 2002 as indicated by an increase in cash and cash equivalents
from $4.4 million to $4.7 million.

The Company's ability to generate positive operational cash flow is dependent
upon increasing processing revenues through increased recoveries by tissue banks
in the U.S. and Europe, and the development of additional markets and surgical
applications worldwide. While the Company believes that it continues to make
progress in both these areas, there can be no assurances that changing
governmental regulations will not have a material adverse effect on the results
of operations and cash flow.


                                       10
<PAGE>

Future minimum rental payments required under these leases that have initial or
remaining non-cancelable lease terms in excess of one year as of September 30,
2001 are as follows:

2002                                                                        $240
2003                                                                         260
2004                                                                          91
2005                                                                           1
                                                                            ----
                                                                            $592
                                                                            ====

NEW ACCOUNTING PRONOUNCEMENTS

In July 2001, the FASB issued SFAS No. 141, "Business Combinations," and No.
142, "Goodwill and Other Intangible Assets." SFAS No. 141 supercedes APB Opinion
No. 16, "Business Combinations" and amends or supercedes a number of related
interpretations of APB 16. SFAS No. 141 eliminates the pooling-of-interests
method of accounting for business combinations, and changes the criteria to
recognize intangible assets apart from goodwill. SFAS No. 142 supercedes APB
Opinion No. 17, "Intangible Assets." Under SFAS No. 142, goodwill and indefinite
lived intangible assets are no longer amortized but are reviewed annually, or
more frequently if impairment indicators arise, for impairment. The Company
plans to adopt the provisions of SFAS No. 141 for any business combination that
is initiated after June 30, 2001. The provisions of SFAS No. 142 are effective
for fiscal years beginning after December 15, 2001. The Company will adopt SFAS
No. 142 beginning in the first fiscal quarter of fiscal 2003. The Company
believes that the adoption of SFAS No's. 141 and 142 will not have a material
impact on its results of operations or financial position.

In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations". SFAS No. 143 requires entities to record the fair value of a
liability for an asset retirement obligation in the period in which it is
incurred. The provisions of SFAS No. 143 are effective for fiscal years
beginning after June 15, 2002. The Company will adopt SFAS No. 143 beginning in
the first fiscal quarter of fiscal 2003. The Company believes that the adoption
of SFAS No. 143 will not have a material impact on its results of operations or
financial position.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets". SFAS No. 144 supercedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of". The primary objectives of SFAS No. 144 were to develop one
accounting model based on the framework established in SFAS No. 121, and to
address significant implementation issues. The provisions of SFAS No. 144 are
effective for fiscal years beginning after December 15, 2001. The Company will
adopt SFAS No. 144 beginning in the first fiscal quarter of fiscal 2003. The
Company believes that the adoption of SFAS No. 144 will not have a material
impact on its results of operations or financial position.


                                       11
<PAGE>

PART II.  OTHER INFORMATION

      ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS

      An annual Meeting of Stockholders was held on April 9, 2002. All
      management's nominees for director, as listed in the Proxy Statement for
      the Annual Meeting, were elected. Listed below are the matters voted on by
      stockholders and the number of votes cast at the Annual Meeting:

(a)      ELECTION OF EIGHT MEMBERS OF THE BOARD OF DIRECTORS.

                                                                 Broker
                                         Voted      Votes        Non-Votes
Name                       Voted For     Against    Withheld     and Abstentions
----                       ---------     -------    --------     ---------------

G. Russell Cleveland      14,810,622        0        4,280       0
Robert C. Farone          14,810,122        0        4,780       0
J. Harold Helderman       14,810,872        0        4,030       0
Manfred K. Kruger         14,805,572        0        9,330       0
Thomas W. Pauken          14,805,622        0        9,280       0
Carlton E. Turner         14,810,284        0        4,618       0
David S. Wise             14,810,622        0        4,280       0
Thomas Zehnder            14,807,122        0        7,780       0

(b)      RATIFICATION OF THE APPOINTMENT OF DELOITTE AND TOUCHE L.L.P. AS
         INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING
         SEPTEMBER 30, 2002.

         Voted For:                            14,806,489
         Voted Against:                               660
         Voted Abstained:                           7,753
         Broker Non-Votes                               0

ITEM 6.  REPORTS ON FORM 8-K.

         The Company filed no reports on Form 8-K during the quarter ended March
31, 2002.


                                       12
<PAGE>

SIGNATURES

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

                                    TUTOGEN MEDICAL, INC.

Date:  May 9, 2002                  /s/ Manfred Kruger
                                    ------------------
                                    President and Chief Executive Officer

Date:  May 9, 2002                  /s/ George Lombardi
                                    -------------------
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)


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