<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB


(MARK ONE)

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

For the period ended June 30, 2004.

      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.)


1130 MCBRIDE AVENUE, WEST PATERSON, NEW JERSEY                             07424
(Address of Principal Executive Offices)                              (Zip Code)


REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:               (973) 785-0004


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 July 31, 2004 there were outstanding 15,888,960 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 - June 30, 2004             1
                    (unaudited) and September 30, 2003.

                    Consolidated Statements of Operations for the           2
                    three and nine months ended June 30, 2004 and
                    2003(unaudited).

                    Consolidated Statements of Cash Flows for the nine      3
                    months ended June 30, 2004 and 2003(unaudited).

                    Consolidated Statements of Stockholders' Equity         4
                    for the year ended September 30, 2003 and the nine
                    months ended June 30, 2004 (unaudited).
                                                                            5
                    Notes to Consolidated Financial Statements
                    (unaudited).
           ITEM 2.                                                         11
                    Management's Discussion and Analysis of Financial
                    Condition and Results of Operations.

           ITEM 4.  Controls and Procedures                                16

PART II.            Other Information.

           ITEM 6.  Reports on Form 8-K                                    17

SIGNATURES                                                                 18

<PAGE>

<TABLE>
<CAPTION>

                           PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

                       TUTOGEN MEDICAL, INC. AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEETS
                                   (IN THOUSANDS)

                                                            (UNAUDITED)
                                                              JUNE 30,       SEPTEMBER 30,
                                                                2004             2003
                                                             ----------       ----------
<S>                                                          <C>              <C>
ASSETS

CURRENT ASSETS
    Cash and cash equivalents                                $    5,255       $    5,049
    Accounts receivable - net of allowance for doubtful
         accounts of $202 in 2004 and $283 in 2003                3,851            5,526
    Inventories - net                                            16,552           11,992
    Deferred income taxes                                           736              709
    Other current assets                                          1,294            1,098
                                                             ----------       ----------
                                                                 27,688           24,374

PROPERTY, PLANT AND EQUIPMENT, NET                                5,422            4,842

DEFERRED INCOME TAXES                                             1,316            1,187
                                                             ----------       ----------

TOTAL ASSETS                                                 $   34,426       $   30,403
                                                             ==========       ==========


LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable and other accrued expenses              $    7,564       $    6,926
    Accrued commissions                                           1,186              957
    Current portion of deferred distribution fees                   641              617
    Current portion of long-term debt                                99               91
                                                             ----------       ----------
                                                                  9,490            8,591

OTHER LIABILITIES
    Deferred distribution fees                                    2,684            3,038
    Long-term debt                                                  694              728

SHAREHOLDERS' EQUITY                                             21,558           18,046
                                                             ----------       ----------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                   $   34,426       $   30,403
                                                             ==========       ==========


See accompanying Notes to Consolidated Financial Statements.


                                           1
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                        TUTOGEN MEDICAL, INC. AND SUBSIDIARIES
                                         CONSOLIDATED STATEMENTS OF OPERATIONS
                                         (IN THOUSANDS EXCEPT PER SHARE DATA)
                                                      (UNAUDITED)



                                                   THREE MONTHS ENDED JUNE 30,        NINE MONTHS ENDED JUNE 30,
                                                  -----------------------------      ----------------------------
                                                      2004             2003              2004             2003
                                                      ----             ----              ----             ----
<S>                                               <C>               <C>              <C>              <C>
REVENUE                                           $     6,823       $     8,933      $    21,397      $    22,250

COST OF REVENUE                                         2,287             3,621            7,274            8,987
                                                  -----------       -----------      -----------      -----------

        Gross margin                                    4,536             5,312           14,123           13,263

OPERATING EXPENSES
    General and administrative                          1,127             1,176            3,551            3,268
    Distribution and marketing                          2,408             2,431            6,797            7,245
    Research and development                              336               275            1,061              821
    Litigation Contingency                               (405)                -             (405)               -
                                                  -----------       -----------      -----------      -----------
                                                        3,466             3,882           11,004           11,334

OPERATING INCOME                                        1,070             1,430            3,119            1,929

OTHER EXPENSE                                             (19)              (70)             (99)            (129)

INTEREST EXPENSE                                          (17)              (13)             (44)             (39)
                                                  -----------       -----------      -----------      -----------
                                                          (36)              (83)            (143)            (168)

INCOME BEFORE INCOME TAX EXPENSE                        1,034             1,347            2,976            1,761

Income tax expense                                        399               529            1,105              677
                                                  -----------       -----------      -----------      -----------

NET INCOME                                        $       635       $       818      $     1,871      $     1,084
                                                  ===========       ===========      ===========      ===========

Comprehensive Income:
  Foreign currency translation adjustments                (72)              205            1,317              591
                                                  -----------       -----------      -----------      -----------

COMPREHENSIVE INCOME                              $       563       $     1,023      $     3,188      $     1,675
                                                  ===========       ===========      ===========      ===========

AVERAGE SHARES OUTSTANDING FOR BASIC
  EARNINGS PER SHARE                               15,758,053        15,647,110       15,720,959       15,442,912
                                                  ===========       ===========      ===========      ===========

BASIC EARNINGS PER SHARE                          $      0.04       $      0.05      $      0.12      $      0.07
                                                  ===========       ===========      ===========      ===========


AVERAGE SHARES OUTSTANDING FOR DILUTED
  EARNINGS PER SHARE                               16,468,810        16,265,537       16,515,915       16,012,301
                                                  ===========       ===========      ===========      ===========

DILUTED EARNINGS PER SHARE                        $      0.04       $      0.05      $      0.11      $      0.07
                                                  ===========       ===========      ===========      ===========


See accompanying Notes to Consolidated Financial Statements


                                                            2
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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


                                                           NINE MONTHS ENDED JUNE 30,
                                                           --------------------------
                                                              2004             2003
                                                              ----             ----
<S>                                                        <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                 $     1,871      $     1,084
Adjustments to reconcile net income to net cash
  provided by operating activities:
  Depreciation and amortization                                    602              402
  Deferred distribution fees revenue                              (479)            (429)
  Deferred income taxes                                          1,105              692
  Reserve for bad debts                                              -               90
  Reserve for obsolesence                                         (121)             (31)
  Changes in assets and liabilities:
     Accounts receivable                                         1,733           (1,990)
     Inventories                                                (4,213)            (214)
     Other current assets                                         (151)            (771)
     Accounts payable and other accrued expenses                  (424)           1,641
     Accrued commissions                                           741              336
                                                           -----------      -----------
        Net cash provided by operating activities                  664              810


CASH FLOWS USED IN INVESTING ACTIVITIES
   Purchase of property and equipment                             (988)            (423)
   Increase in patents and trade marks                               -              (36)
                                                           -----------      -----------
        Net cash used in investing activities                     (988)            (459)


CASH FLOWS FROM FINANCING ACTIVITIES
    Issuance of common stock                                       324              829
    Proceeds from revolving credit arrangements                      -              338
    Repayment of revolving credit arrangements                       -             (338)
    Repayment of long-term debt                                    (63)             (52)
                                                           -----------      -----------
         Net cash provided by financing activities                 261              777


EFFECT OF EXCHANGE RATE CHANGES ON CASH                            269              286
                                                           -----------      -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                          206            1,414

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                 5,049            3,083
                                                           -----------      -----------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                 $     5,255      $     4,497
                                                           ===========      ===========


SUPPLEMENTAL CASH FLOW DISCLOSURES
      Interest paid                                        $        44      $        39
                                                           ===========      ===========


See accompanying Notes to Consolidated Financial Statements


                                        3
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

TUTOGEN MEDICAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
YEAR ENDED SEPTEMBER 30, 2003 AND SIX MONTHS ENDED JUNE 30, 2004
(Unaudited)
(In Thousands, Except for Share Data)
------------------------------------------------------------------------------------------------------------------------------------

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


                                                                          ACCUMULATED                                    COMMON
                                              COMMON      ADDITIONAL         OTHER                                       SHARES
                                               STOCK       PAID-IN       COMPREHENSIVE     ACCUMULATED                 ISSUED AND
                                            ($.01 PAR)     CAPITAL         INCOME (1)        DEFICIT       TOTAL      OUTSTANDING
<S>                                           <C>         <C>            <C>               <C>            <C>          <C>
BALANCE, OCTOBER 1, 2002                      $   152     $   35,135     $        (925)    $  (20,434)    $ 13,928     15,158,110

  Stock issued on exercise of options               5            845                 -              -          850        509,000
  Net income                                        -              -                 -          2,262        2,262              -
  Foreign currency translation adjustment           -              -             1,006              -        1,006              -
                                              -------     ----------     -------------     ----------     --------    -----------

BALANCE, SEPTEMBER 30, 2003                       157         35,980                81        (18,172)      18,046     15,667,110

  Stock issued on exercise of options               2            322                 -              -          324        221,850
  Net income                                        -              -                 -          1,871        1,871              -
  Foreign currency translation adjustment           -              -             1,317              -        1,317              -
                                              -------     ----------     -------------     ----------     --------    -----------

BALANCE, June 30, 2004                        $   159     $   36,302     $       1,398     $  (16,301)    $ 21,558     15,888,960
                                              =======     ==========     =============     ==========     ========    ===========


(1)  Represents foreign currency translation adjustments.
See accompanying Notes to Consolidated Financial Statements.
                                                                       4

</TABLE>
<PAGE>

                     TUTOGEN MEDICAL, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2004
                        (IN THOUSANDS, EXCEPT SHARE DATA)


(1)  OPERATIONS AND ORGANIZATION

     Tutogen Medical, Inc. with its consolidated subsidiaries (the "Company")
     processes, manufactures and distributes worldwide, specialty surgical
     products and performs tissue processing services for neuro, orthopedic,
     reconstructive and general surgical applications. The Company's core
     business is processing human donor tissue, utilizing its patented
     Tutoplast(R) process, for distribution to hospitals and surgeons. The
     Company processes at its two manufacturing facilities in Germany and the
     United States and distributes its products and services to over 30
     countries worldwide.

(2)  SIGNIFICANT ACCOUNTING POLICIES

     The accompanying unaudited consolidated balance sheet of the of the Company
     as of June 30, 2004 and the unaudited results of operations for the three
     and nine months ended June 30, 2004 and 2003 and the unaudited cash flows
     for the nine months ended June 30, 2004 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 nine months ended June 30, 2004 are not
     necessarily indicative of the results, which may be expected for the fiscal
     year ending September 30, 2004. The interim financial statements should be
     read in conjunction with the audited consolidated financial statements of
     the Company for the year ended September 30, 2003.

     NEW ACCOUNTING PRONOUNCEMENTS-The FASB issued SFAS No. 148, Accounting for
     Stock-Based Compensation-Transition and Disclosure, which amends SFAS No.
     123, Accounting for Stock-Based Compensation. SFAS 148 provides alternative
     methods of transition for a voluntary change to the fair value based method
     of accounting for stock-based employee compensation. (Under the fair value
     based method, compensation cost for stock options is measured when options
     are issued). In addition, SFAS No. 148 amends the disclosure requirements
     of SFAS No. 123 to require more prominent and more frequent disclosures in
     financial statements of the effects of stock-based compensation. The
     Company adopted SFAS No. 148 beginning in the second fiscal quarter of
     fiscal 2003 and such disclosures are included as herein.

     The following table reconciles net income and basic and diluted earnings
     pre share (EPS), as reported, to pro-forma net income and basic and diluted
     EPS, as if the Company had expensed the fair value of stock options as
     permitted by SFAS No. 123, as amended by SFAS No. 148, since it permits
     alternative methods of adoption.

                                       5

<PAGE>

<TABLE>
<CAPTION>

                                                         Three Months Ended     Nine Months Ended
                                                               June 30,             June 30,

                                                           2004       2003       2004        2003
                                                           ----       ----       ----        ----
<S>                                                        <C>        <C>       <C>         <C>
     Net Income, as reported:                              $635       $818      $1,871      $1,084

     Pro-forma expense as if stock options were
        charged against net income                           81         29         101          86
                                                           ----       ----      ------      ------

     Pro-forma net income using the fair value method      $554       $789      $1,770        $998
                                                           ====       ====      ======      ======

     Basic EPS:
     As reported                                          $0.04      $0.05       $0.12       $0.07
     Pro forma using the fair value method                $0.04      $0.05       $0.11       $0.06

     Diluted EPS:
     As reported                                          $0.04      $0.05       $0.11       $0.07
     Pro forma using the fair value method                $0.03      $0.05       $0.11       $0.06
</TABLE>


     In April 2003, the FASB issued SFAS No. 149, AMENDMENT OF STATEMENT 133 ON
     DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. SFAS No. 149 amends SFAS No.
     133 for certain decisions made by the Board as part of the Derivatives
     Implementation Group ("DIG") process and is effective for contracts entered
     into or modified after June 30, 2003. In addition, SFAS No. 149 should be
     applied prospectively. The provisions of SFAS No. 149 that relate to SFAS
     No. 133 Implementation Issues that have been effective for fiscal quarters
     that began prior to June 15, 2003, should continue to be applied in
     accordance with their respective effective dates. The adoption of SFAS No.
     149 did not have an impact on the results of operations or financial
     position.

     In June 2003, the FASB issued SFAS No. 150, ACCOUNTING FOR CERTAIN
     FINANCIAL INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY
     to improve the accuracy of securities issuers' accounting for such
     financial instruments. For earlier transactions, the provisions of SFAS No.
     150 take effect at the start of the first interim period beginning after
     December 15, 2003. The adoption of SFAS No. 150 did not have a material
     impact on the results of operations or financial position.

     In January 2003, the FASB issued FIN No. 46, as restated by FIN No. 46R,
     CONSOLIDATION OF VARIABLE INTEREST ENTITIES, AND AN INTERPRETATION OF ARB
     51. FIN No. 46 defines when a business enterprise must consolidate a
     variable interest entity. This interpretation applies immediately to
     variable interest entities created after January 31, 2003. It applies in
     the first fiscal year or interim period beginning after December 15, 2003,
     to entities in which an enterprise holds a variable interest that it
     acquired before February 1, 2003. The Company does not have variable
     interest entities as of June 30, 2004.


                                        6
<PAGE>

(3)  INVENTORIES

     Major classes of inventory at June 2004 and September 30, 2003 were as
     follows:

                                                   June 30,     September 30,
                                                     2004           2003
                                                     ----           ----

          Raw materials                            $  2,395       $  2,439
          Work in process                             5,454          3,316
          Finished goods                             11,818          9,335
                                                   --------       --------
                                                     19,668         15,090
          Less reserves for obsolescence              3,116          3,098
                                                   --------       --------

                                                   $ 16,552       $ 11,992
                                                   ========       ========

(4)  INCOME TAXES

     The Company has incurred cumulative net operating losses through June 30,
     2004 of approximately $16 million, generated from its U.S. and German
     operations of $8 million and $8 million, respectively. These net operating
     losses are the primary component of the Company's net deferred tax asset of
     $2.0 million as of June 30, 2004, generated from its U.S. and German
     operations. A full valuation allowance had been provided on all but $135
     thousand of the U.S. deferred tax asset and no valuation allowance has been
     provided on its German operations in the Company's consolidated financial
     statements. 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 June 30,
     2004 the Company continues to record the existing valuation allowance on
     its U.S. operations and has not provided a valuation allowance on its
     German operations based upon future taxable income projections.

(5)  SEGMENT DATA

     The Company operates principally in one industry providing specialty
     surgical products and tissue processing services. These operations include
     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 net profit or loss from operations,
     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.

                                        7
<PAGE>

     A summary of the operations and assets by segment as of and for the three
     months ended June 30, 2004 and 2003, respectively are as follows:

<TABLE>
<CAPTION>
     2004                                INTERNATIONAL     UNITED STATES     CONSOLIDATED
<S>                                        <C>              <C>               <C>
     Gross revenue                         $    5,440       $     3,998       $    9,438
     Less - intercompany                       (2,615)                -           (2,615)
                                           ----------       -----------       ----------

     Total revenue - third party           $    2,825       $     3,998       $    6,823
                                           ==========       ===========       ==========

     Operating income (loss)               $    1,414       $      (344)      $    1,070
                                           ==========       ===========       ==========

     Depreciation and amortization         $      127       $        60       $      187
                                           ==========       ===========       ==========

     Interest expense                      $       11       $         6       $       17
                                           ==========       ===========       ==========

     Net income (loss)                     $      883       $      (248)      $      635
                                           ==========       ===========       ==========

     Capital expenditures                  $      318       $       182       $      500
                                           ==========       ===========       ==========

     Total assets                          $   11,903       $    34,421       $   46,324
     Less intercompany advances                     -           (11,898)         (11,898)
                                           ----------       -----------       ----------

                                           $   11,903       $    22,523       $   34,426
                                           ==========       ===========       ==========

     2003                                INTERNATIONAL     UNITED STATES     CONSOLIDATED

     Gross revenue                         $    5,151       $     6,700       $   11,851
     Less - intercompany                       (2,918)                -           (2,918)
                                           ----------       -----------       ----------

     Total revenue - third party           $    2,233       $     6,700       $    8,933
                                           ==========       ===========       ==========

     Operating income (loss)               $    1,607       $      (177)      $    1,430
                                           ==========       ===========       ==========

     Depreciation and amortization         $      122       $        60       $      182
                                           ==========       ===========       ==========

     Interest expense                      $       12       $         1       $       13
                                           ==========       ===========       ==========

     Net income                            $      807       $        11       $      818
                                           ==========       ===========       ==========

     Capital expenditures                  $      201       $        73       $      274
                                           ==========       ===========       ==========

     Total assets                          $   11,953       $    31,956       $   43,909
     Less intercompany advances                     -           (14,934)         (14,934)
                                           ----------       -----------       ----------

                                           $   11,953       $    17,022       $   28,975
                                           ==========       ===========       ==========
</TABLE>

                                       8

<PAGE>

     A summary of the operations and assets by segment as of and for the nine
     months ended June 30, 2004 and 2003, respectively are as follows:

<TABLE>
<CAPTION>
     2004                                INTERNATIONAL     UNITED STATES     CONSOLIDATED
<S>                                        <C>              <C>               <C>
     Gross revenue                         $   17,371       $    13,078       $   30,449
     Less - intercompany                       (9,052)                -           (9,052)
                                           ----------       -----------       ----------

     Total revenue - third party           $    8,319       $    13,078       $   21,397
                                           ==========       ===========       ==========

     Operating income (loss)               $    3,581       $      (462)      $    3,119
                                           ==========       ===========       ==========

     Depreciation and amortization         $      376       $       226       $      602
                                           ==========       ===========       ==========

     Interest expense                      $       35       $         9       $       44
                                           ==========       ===========       ==========

     Net income (loss)                     $    2,110       $      (239)      $    1,871
                                           ==========       ===========       ==========

     Capital expenditures                  $      664       $       324       $      988
                                           ==========       ===========       ==========

     Total assets                          $   11,903       $    34,421       $   46,324
     Less intercompany advances                     -           (11,898)         (11,898)
                                           ----------       -----------       ----------

                                           $   11,903       $    22,523       $   34,426
                                           ==========       ===========       ==========


     2003                                INTERNATIONAL     UNITED STATES     CONSOLIDATED

     Gross revenue                         $   11,431       $    15,508       $   26,939
     Less - intercompany                       (4,689)                -           (4,689)
                                           ----------       -----------       ----------

     Total revenue - third party           $    6,742       $    15,508       $   22,250
                                           ==========       ===========       ==========

     Operating income (loss)               $    2,058       $      (130)      $    1,928
                                           ==========       ===========       ==========

     Depreciation and amortization         $      277       $       125       $      402
                                           ==========       ===========       ==========

     Interest expense                      $       36       $         3       $       39
                                           ==========       ===========       ==========

     Net income                            $      956       $       128       $    1,084
                                           ==========       ===========       ==========

     Capital expenditures                  $      301       $       122       $      423
                                           ==========       ===========       ==========

     Total assets                          $   11,953       $    31,956       $   43,909
     Less intercompany advances                     -           (14,934)         (14,934)
                                           ----------       -----------       ----------

                                           $   11,953       $    17,022       $   28,975
                                           ==========       ===========       ==========
</TABLE>

                                        9
<PAGE>

(6)  LITIGATION CONTINGENCY

     A partial decision by the court of appeal in Germany has resulted in a
     reduction of the original judgment received against the Company regarding a
     dispute between the Company and a former international distributor in the
     amount of $405. At June 30, 2004, $465 is accrued with respect to the
     remaining appeal and legal costs. Management believes that such accrual is
     sufficient and the final settlement will not have a material impact on its
     results of operations or financial opinion.











                                       10
<PAGE>

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

RESULTS OF OPERATIONS

REVENUE AND GROSS MARGIN

In April 2003, the Company signed a renegotiated U.S. Distribution Agreement
with Centerpulse Spine-Tech, now known as Zimmer Spine ("Spine"), whereby Spine
has become a "stocking distributor". The effect of this new arrangement means
that Spine is now invoicing the end customer directly. The new agreement also
eliminates marketing fees paid to Spine included in Distribution and Marketing.

Revenues for the three months ended June 30, 2004, decreased 24% to $6,823 from
$8,933 for the comparable period. However, if we would compare this quarter with
2003 considering the new arrangement with Spine, as mentioned above, the
comparable quarter would have been $7,171 or a decrease in revenue from 2003 of
5%. The U.S. operation had a decrease in revenue of $2,702 from $6,700 to $3,998
for this quarter or 40%. The U.S. revenues decreased primarily, as pointed out
above, as a result of the new agreement with Spine. The Company's U.S. revenues
for the prior year quarter would have been $1,762 lower under the new agreement
with Spine, therefore, resulting in a decrease of U.S. revenue for this quarter
of 5%. The Spine business, after considering the new arrangement, decreased by
$1,000, which is the direct result of over-buying by Spine at the end of the
previous year. This decrease in Spine business was partially offset by an
increase in the demand for the Company's Tutoplast(R) bone products for dental
applications sold by Zimmer Dental ("Dental"), the Company's marketing partner.
This product line contributed an increase $800 from the comparable quarter. The
International operation had an increase in revenue of $592 ($250 of the increase
was due to currency translation) from $2,233 to $2,825. The increase in
International revenue was due to an overall increase in the European and
international distributor business.

Revenues for the nine months ended June 30, 2004 decreased 4% to $21,397 from
$22,250 for the comparable period. Adjusting for the new agreement with Spine,
the sales for the comparable period in 2003 would have been $18,788. Therefore,
revenues for the nine months ended June 30, 2004 actually increased 14% over the
comparable period in 2003. Revenues from the U.S. operation increased 9% to
$13,078 from $11,946 (as adjusted for the change in the new distribution
arrangement with Spine) for the same period last year and revenues from the
international operations increased 23% from $6,742 in 2003 to $8,319 in 2004.

Gross margins, for the three and nine months ended June 30, 2004 were 66%, as
compared to 59% and 60%, respectively for the comparable periods last year. The
higher gross margin was primarily due to the significant reduction in scrap as
the result of improved manufacturing efficiencies from the International
operation, partially offset by start-up expenses related to the introduction of
bone production in the U.S. operation. Historically, the U.S. operation solely
manufactured membranes or soft tissue.

GENERAL AND ADMINISTRATIVE

General and administrative expenses decreased 4% and increased 8% for the three
and nine months ended June 30, 2004, respectively, from the comparable periods
last year. Third quarter expenses decreased $49. Year-to-date expenses increased
$271, due to foreign exchange variance ($88), expenditures

                                       11

<PAGE>

related to the hiring of an investor relations/banker firms ($108), higher legal
expenses related to merger opportunities ($88) and other ($67). As a percentage
of revenues, for the three and nine months ended June 30, 2004, General and
Administrative expenses increased from 13% and 14% in 2003, respectively to 16%
in 2004.

DISTRIBUTION AND MARKETING

Distribution and marketing expenses were essentially flat from $2,431 to $2,408
and decreased 6% to $6,797 from $7,245 for the three and nine months ended June
30, 2004, respectively, from the comparable periods last year. The decrease was
primarily due to lower marketing fees as a result of the new agreement with
Spine, whereby the Spine marketing fees have been eliminated. Such fees
decreased $294 for the quarter and $1,850 for the nine months ended June 30,
2004 as compared to the comparable periods in 2003. The partial offset to the
decrease in the Spine marketing fees was due to higher marketing fees paid to
Dental of $404 and $1,040 for the quarter and year-to-date, respectively as a
result of increased Dental sales. The balance of the increase was due to
increased sales efforts internationally and foreign exchange variances. For the
three and nine months ended June 30, 2004, as a percentage of revenues,
Distribution and Marketing expenses increased from 27% in 2003 to 35% in 2004
and decreased from 33% to 32%, respectively.

RESEARCH AND DEVELOPMENT

Research and development expenses increased 22% and 29%, respectively, for the
three and nine months ended June 30, 2004, from the comparable periods last
year. The increase was due to increased development efforts in the spine, dental
and ligament product areas. For the three and nine months ended June 30, 2004,
as a percentage of revenues, Research and Development expenses increased from 3%
in 2003 to 5% in 2004 and 4% to 5%, respectively.

LITIGATION CONTINGENCY

A partial decision by the court of appeal in Germany has resulted in a reduction
of the original judgment received against the Company regarding a dispute
between the Company and a former international distributor in the amount of
$405. At June 30, 2004, $465 is accrued with respect to the remaining appeal and
legal costs. Management believes that such accrual is sufficient and the final
settlement will not have a material impact on its results of operations or
financial opinion.

DEPRECIATION AND AMORTIZATION

Depreciation and amortization was essentially flat for the three months ended
June 30, 2004 as compared to the same period last year, but for the nine months
ended June 30, 2004, depreciation increased from $153 to $197, primarily due to
the foreign exchange impact and additions to fixed assets.

OTHER EXPENSE

Other expenses decreased 73% and 23%, respectively, for the three and nine
months ended June 30, 2004, from the comparable periods last year as a result of
lower foreign exchange losses.

INTEREST EXPENSE

Interest expense was essentially flat from period to period.

                                       12

<PAGE>

NET INCOME

As a result of the above, net income for the three and nine months ended June
30, 2004 totaled $635 or $0.04 basic and diluted earnings per share and $1,871
or $0.12 basic and $0.11 diluted earnings per share, respectively, as compared
to a net income of $818 or $0.05 basic and diluted earnings per and net income
of $1,084 or $0.07 basic and diluted earnings per share for the same periods in
2003.

INVENTORY

Inventory has increased from $12.0 million at last year-end to $16.6 million at
June 30, 2004, a $4.6 million or 38% increase. Raw materials are down 2%, which
reflects the curtailment of incoming tissue, while work-in-process ("WIP") is up
64% or $2.1 million from last year-end to the end of this quarter. The increase
in WIP is due solely to the increase in the inventory to support the Dental
product lines. Finished goods are up 26% or $2.5 million. Here again, $1.3
million is due to the significant increase in the Dental business. The Dental
business is expected to increase by approximately 90% this year versus 2003.
Fascia inventories are higher than normal by $720 due to reduced demand and the
anticipation of the launch of a new product line. The 4% weakening of the dollar
against the Euro had the effect of increasing the inventory by $226.

CRITICAL ACCOUNTING POLICIES

The Company's significant accounting policies are more fully described in Note 2
to the consolidated financial statements in the annual report. 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:

INVENTORIES. Inventories are valued at the lower of cost (weighted average
basis) or market. Work in process and finished goods include 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 is evaluated quarterly.

REVENUE RECOGNITION AND ACCOUNTS RECEIVABLE. Revenue on product sales is
recognized when persuasive evidence of an arrangement exists, the price is
fixed, 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 from 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.

                                       13

<PAGE>


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 June 30, 2004, the Company has working capital of $18.2 million as compared
to September 30, 2003 of $15.8 million. The Company maintains current working
capital credit lines totaling (euro)1.5 million Euros (approximately $1.9
million) with several German banks and a $1.0 million credit line with a U.S.
bank. At June 30, 2004, the Company had no borrowings against these lines.

The Company has experienced a positive cash flow of $206 for the nine months
ended June 30, 2004 as compared to a positive cash flow of $1,414 for the same
period in 2003. In 2003, the cash flow was influenced by increased issuance of
common shares from the exercise of stock options and lower purchases of property
and equipment. The primary reason for the positive cash flow in 2004 was due to
cash provided by operating activities, cash from financing activities and the
effect of exchange rate changes on cash, partially offset by higher purchases of
property and equipment. 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.

Future minimum rental payments required under Company's leases that have initial
or remaining non-cancelable lease terms in excess of one year as of June 30,
2004 are as follows:



                                       14

<PAGE>

         2005                    624
         2006                    282
         2007                    136
         2008                     74
                        ------------

                         $     1,586
                        ============

Long-term debt consists of senior debt, 5.75% interest until March 30, 2008 when
terms are renegotiable, due 2008. Future minimum payments as of June 30, 2004
are as follows:


         2004            $        99
         2005                    101
         2006                    106
         2007                    113
         2008                    376
                        ------------

                         $       795
                        ============


NEW ACCOUNTING PRONOUNCEMENTS

On December 31, 2002, the FASB issued SFAS No. 148, ACCOUNTING FOR STOCK-BASED
COMPENSATION-TRANSITION AND DISCLOSURE, which amends SFAS No. 123, ACCOUNTING
FOR STOCK-BASED COMPENSATION. SFAS 148 provides alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. (Under the fair value based method,
compensation cost for stock options is measured when options are issued). In
addition, SFAS No. 148amends the disclosure requirements of SFAS No. 123 to
require more prominent and more frequent disclosures in financial statements of
the effects of stock-based compensation. The Company adopted SFAS No. 148
beginning in the second fiscal quarter of fiscal 2003 and such disclosures are
included as herein.

In April 2003, the FASB issued SFAS No. 149, AMENDMENT OF STATEMENT 133 ON
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. SFAS No. 149 amends SFAS No. 133
for certain decisions made by the Board as part of the Derivatives
Implementation Group ("DIG") process and is effective for contracts entered into
or modified after June 30, 2003. In addition, SFAS No. 149 should be applied
prospectively. The provisions of SFAS No. 149 that relate to SFAS No. 133
Implementation Issues that have been effective for fiscal quarters that began
prior to June 15, 2003, should continue to be applied in accordance with their
respective effective dates. The adoption of SFAS No. 149 did not have an impact
on the results of operations or financial position.

In June 2003, the FASB issued SFAS No. 150, ACCOUNTING FOR CERTAIN FINANCIAL
INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY to improve the
accuracy of securities issuers' accounting for such financial instruments. For
earlier transactions, the provisions of SFAS No. 150 take effect at the

                                       15
<PAGE>

start of the first interim period beginning after December 15, 2003. The
adoption of SFAS No. 150 did not have a material impact on the results of
operations or financial position.

In January 2003, the FASB issued FIN No. 46, as restated by FIN No. 46R,
CONSOLIDATION OF VARIABLE INTEREST ENTITIES, AND AN INTERPRETATION OF ARB 51.
FIN No. 46 defines when a business enterprise must consolidate a variable
interest entity. This interpretation applies immediately to variable interest
entities created after January 31, 2003. It applies in the first fiscal year or
interim period beginning after December 15, 2003, to entities in which an
enterprise holds a variable interest that it acquired before February 1, 2003.
The Company does not have variable interest entities as of June 30, 2004.

ITEM 4.  CONTROLS AND PROCEDURES

Within 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to Exchange Act Rule 13 a-14. Based
upon that evaluation, the Company's Chief Executive Officer and Chief Financial
Officer concluded that the Company's disclosure controls and procedures are
effective in timely alerting them to material information relating to the
Company (including its consolidated subsidiaries) that is required to be
included in the Company's periodic filings with the Securities and Exchange
Commission. There have been no significant changes in the Company's internal
controls or, to the Company's knowledge, in other factors that could
significantly affect those internal controls subsequent to the date the Company
carried out its evaluation.







                                       16

<PAGE>

PART II. OTHER INFORMATION

          ITEM 6. REPORTS ON FORM 8-K

          The Company filed no Reports on Form 8-K during the quarter ended
          June 30, 2004.











                                       17

<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:  August 4, 2004                         /s/ Manfred Kruger
                                              ------------------
                                              President and
                                              Chief Operating Officer


Date:  August 4, 2004                         /s/ George Lombardi
                                              ------------------
                                              Chief Financial Officer
                                              (Principal Financial and
                                              Accounting Officer)



                                       18

<PAGE>

            CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO
                 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report on Form 10QSB of Tutogen Medical, Inc.
(the "Company") for the three months ended June 30, 2004 as filed with the
Securities and Exchange commission on the date hereof (the "Report"), I George
Lombardi, as the Chief Financial Officer of the Company, hereby certify,
pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

     (1)  The Report fully complies with the requirements of Section 13 (a) or
          15 (d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Report fairly presents, in all
          material respects, the financial condition and results of operations
          of the Company.

Date: August 4, 2004

                                       TUTOGEN MEDICAL, INC.


                                       /s/ George Lombardi
                                       -------------------
                                       George Lombardi
                                       Chief Financial Officer, Treasurer and
                                       Secretary

<PAGE>

            CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO
                 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report on Form 10QSB of Tutogen Medical, Inc.
(the "Company") for the three months ended June 30, 2004 as filed with the
Securities and Exchange commission on the date hereof (the "Report"), I Manfred
Krueger, as the President and Chief Operating Officer of the Company, hereby
certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

     (1)  The Report fully complies with the requirements of Section 13 (a) or
          15 (d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Report fairly presents, in all
          material respects, the financial condition and results of operations
          of the Company.

Date: August 4, 2004

                                                  TUTOGEN MEDICAL, INC.


                                                  /s/ Manfred Krueger
                                                  -------------------
                                                  Manfred Krueger
                                                  President and
                                                  Chief Operating Officer

<PAGE>

CERTIFICATION


I GEORGE LOMBARDI CERTIFY THAT:

1.   I HAVE REVIEWED THIS QUARTERLY REPORT ON FORM 10-QSB OF TUTOGEN MEDICAL,
     INC.

2.   BASED ON MY KNOWLEDGE, THIS QUARTERLY 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 QUARTERLY REPORT;

3.   BASED ON MY KNOWLEDGE, THE FINANCIAL STATEMENTS AND OTHER FINANCIAL
     INFORMATION INCLUDED IN THE QUARTERLY 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 QUARTERLY
     REPORT;

4.   THE REGISTRANT'S OTHER CERTIFYING OFFICER AND I AM RESPONSIBLE FOR
     ESTABLISHING AND MAINTAINING DISCLOSURE CONTROLS AND PROCEDURES (AS DEFINED
     IN EXCHANGE ACT RULES 13A-14 AND 15D-14) FOR THE REGISTRANT AND HAVE:

     A)   DESIGNED SUCH DISCLOSURE CONTROLS AND PROCEDURES 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 QUARTERLY
          REPORT IS BEING PREPARED;

     B)   EVALUATED THE EFFECTIVENESS OF THE REGISTRANT'S DISCLOSURE CONTROLS
          AND PROCEDURES AS OF A DATE WITHIN 90 DAYS PRIOR TO THE FILING DATE OF
          THIS QUARTERLY REPORT (THE "EVALUATION DATE"); AND

     C)   PRESENTED IN THIS QUARTERLY REPORT OUR CONCLUSIONS ABOUT THE
          EFFECTIVENESS OF THE DISCLOSURE CONTROLS AND PROCEDURES BASED ON OUR
          EVALUATION AS OF THE EVALUATION DATE.

5.   THE REGISTRANT'S OTHER CERTIFYING OFFICER AND I HAVE DISCLOSED, BASED ON
     OUR MOST RECENT EVALUATION, TO THE REGISTRANT'S AUDITORS AND THE AUDIT
     COMMITTEE OF REGISTRANT'S BOARD OF DIRECTORS (OR PERSONS PERFORMING THE
     EQUIVALENT FUNCTIONS):

     A)   ALL SIGNIFICANT DEFICIENCIES IN THE DESIGN OR OPERATION OF INTERNAL
          CONTROLS WHICH COULD ADVERSELY AFFECT THE REGISTRANT'S ABILITY TO
          RECORD, PROCESS, SUMMARIZE AND REPORT FINANCIAL DATA AND HAVE
          IDENTIFIED FOR THE REGISTRANT'S AUDITORS ANY MATERIAL WEAKNESSES IN
          INTERNAL CONTROLS; AND

     B)   ANY FRAUD, WHETHER OR NOT MATERIAL, THAT INVOLVES MANAGEMENT OR OTHER
          EMPLOYEES WHO HAVE A SIGNIFICANT ROLE IN THE REGISTRANT'S INTERNAL
          CONTROLS.

<PAGE>

CERTIFICATION


6.   THE REGISTRANT'S OTHER CERTIFYING OFFICERS AND I HAVE INDICATED IN THIS
     QUARTERLY REPORT WHETHER THERE WERE SIGNIFICANT CHANGES IN INTERNAL
     CONTROLS OR IN OTHER FACTORS THAT COULD SIGNIFICANTLY AFFECT INTERNAL
     CONTROLS SUBSEQUENT TO THE DATE OF OUR MOST RECENT EVALUATION, INCLUDING
     ANY CORRECTIVE ACTIONS WITH REGARD TO SIGNIFICANT DEFICIENCIES AND MATERIAL
     WEAKNESSES.


DATE:       AUGUST 4, 2004

BY:
NAME:       /S/ GEORGE LOMBARDI

TITLE:      CHIEF FINANCIAL OFFICER,
            TREASURER AND SECRETARY










                                     PAGE 2

<PAGE>

CERTIFICATION


I MANFRED KRUEGER CERTIFY THAT:

1.   I HAVE REVIEWED THIS QUARTERLY REPORT ON FORM 10-QSB OF TUTOGEN MEDICAL,
     INC.

2.   BASED ON MY KNOWLEDGE, THIS QUARTERLY 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 QUARTERLY REPORT;

3.   BASED ON MY KNOWLEDGE, THE FINANCIAL STATEMENTS AND OTHER FINANCIAL
     INFORMATION INCLUDED IN THE QUARTERLY 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 QUARTERLY
     REPORT;

4.   THE REGISTRANT'S OTHER CERTIFYING OFFICER AND I AM RESPONSIBLE FOR
     ESTABLISHING AND MAINTAINING DISCLOSURE CONTROLS AND PROCEDURES (AS DEFINED
     IN EXCHANGE ACT RULES 13A-15 (E) AND 15D-15(E)) FOR THE REGISTRANT AND
     HAVE:

     A)   DESIGNED SUCH DISCLOSURE CONTROLS AND PROCEDURES 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 QUARTERLY
          REPORT IS BEING PREPARED;

     B)   EVALUATED THE EFFECTIVENESS OF THE REGISTRANT'S DISCLOSURE CONTROLS
          AND PROCEDURES AS OF A DATE WITHIN 90 DAYS PRIOR TO THE FILING DATE OF
          THIS QUARTERLY REPORT (THE "EVALUATION DATE"); AND

     C)   PRESENTED IN THIS QUARTERLY REPORT OUR CONCLUSIONS ABOUT THE
          EFFECTIVENESS OF THE DISCLOSURE CONTROLS AND PROCEDURES BASED ON OUR
          EVALUATION AS OF THE EVALUATION DATE.

5.   THE REGISTRANT'S OTHER CERTIFYING OFFICER AND I HAVE DISCLOSED, BASED ON
     OUR MOST RECENT EVALUATION, TO THE REGISTRANT'S AUDITORS AND THE AUDIT
     COMMITTEE OF REGISTRANT'S BOARD OF DIRECTORS (OR PERSONS PERFORMING THE
     EQUIVALENT FUNCTIONS):

     A)   ALL SIGNIFICANT DEFICIENCIES IN THE DESIGN OR OPERATION OF INTERNAL
          CONTROLS WHICH COULD ADVERSELY AFFECT THE REGISTRANT'S ABILITY TO
          RECORD, PROCESS, SUMMARIZE AND REPORT FINANCIAL DATA AND HAVE
          IDENTIFIED FOR THE REGISTRANT'S AUDITORS ANY MATERIAL WEAKNESSES IN
          INTERNAL CONTROLS; AND

     B)   ANY FRAUD, WHETHER OR NOT MATERIAL, THAT INVOLVES MANAGEMENT OR OTHER
          EMPLOYEES WHO HAVE A SIGNIFICANT ROLE IN THE REGISTRANT'S INTERNAL
          CONTROLS.

<PAGE>

CERTIFICATION


6.   THE REGISTRANT'S OTHER CERTIFYING OFFICERS AND I HAVE INDICATED IN THIS
     QUARTERLY REPORT WHETHER THERE WERE SIGNIFICANT CHANGES IN INTERNAL
     CONTROLS OR IN OTHER FACTORS THAT COULD SIGNIFICANTLY AFFECT INTERNAL
     CONTROLS SUBSEQUENT TO THE DATE OF OUR MOST RECENT EVALUATION, INCLUDING
     ANY CORRECTIVE ACTIONS WITH REGARD TO SIGNIFICANT DEFICIENCIES AND MATERIAL
     WEAKNESSES.


DATE:        AUGUST 4, 2004

BY:
NAME:        /S/ MANFRED KRUEGER

TITLE:       CEO, PRESIDENT AND CHIEF OPERATING OFFICER













                                     PAGE 2