<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 December 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                                    (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) 685-0004


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 January 31, 2003 there were outstanding 15,647,110 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 - December 31, 2002       1
                     (unaudited) and September 30, 2002.

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

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

                     Notes to Consolidated Financial Statements            4
                     (unaudited).

            ITEM 2.  Management's Discussion and Analysis of Financial     9
                     Condition and Results of Operations.

PART II.             Other Information.

            ITEM 6.  Reports on Form 8-K                                  14

SIGNATURES                                                                15

<PAGE>

                                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements.



                                     TUTOGEN MEDICAL, INC. AND SUBSIDIARIES
                                           CONSOLIDATED BALANCE SHEETS
                                                 (in thousands)

<TABLE>
<CAPTION>
                                                                              (unaudited)
                                                                              December 31,        September 30,
                                                                                 2002                2002
                                                                            ---------------     ---------------
<S>                                                                          <C>                 <C>
ASSETS

Current Assets
    Cash and cash equivalents                                                $       2,498       $       3,083
    Accounts receivable - net                                                        4,169               3,175
    Inventories - net                                                               10,396               9,950
    Deferred income taxes                                                              954                 221
    Other current assets                                                               623                 373
                                                                            ---------------     ---------------
                                                                                    18,640              16,802

Property, plant and equipment, net                                                   4,294               4,119

Intangible and other assets, net                                                        16                   -

Deferred income taxes                                                                2,080               2,827
                                                                            ---------------     ---------------

TOTAL ASSETS                                                                 $      25,030       $      23,748
                                                                            ===============     ===============



LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
    Accounts payable and other accrued expenses                              $       4,737       $       3,982
    Accrued commissions                                                              1,488               1,390
    Current portion of deferred distribution fees                                      563                 501
    Current portion of long-term debt                                                   78                  73
                                                                            ---------------     ---------------
                                                                                     6,866               5,946

Other Liabilities
    Deferred distribution fees                                                       3,184               3,181
    Long-term debt                                                                     724                 693

Shareholders' Equity                                                                14,256              13,928
                                                                            ---------------     ---------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                   $      25,030       $      23,748
                                                                            ===============     ===============
</TABLE>

See accompanying Notes to Consolidated Financial Statements.


                                                        1
<PAGE>

                                     TUTOGEN MEDICAL, INC. AND SUBSIDIARIES
                                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                      (in thousands except per share data)
                                                   (unaudited)

<TABLE>
<CAPTION>
                                                                              Three Months Ended December 31,
                                                                                 2002                2001
                                                                                 ----                ----

<S>                                                                          <C>                 <C>
REVENUE:
          Surgical products and related services                             $       6,439       $       4,921
          Distribution fees                                                            135                  91
                                                                            ---------------     ---------------

             Total revenue                                                           6,574               5,012

COST OF REVENUE                                                                      2,846               2,802
                                                                            ---------------     ---------------

             Gross margin                                                            3,728               2,210


OPERATING EXPENSES
         General and administrative                                                    929                 702
         Distribution and marketing                                                  2,342               1,150
         Research and development                                                      248                 176
         Depreciation and amortization                                                  41                  31
                                                                            ---------------     ---------------
                                                                                     3,560               2,059

OPERATING INCOME                                                                       168                 151


OTHER EXPENSE                                                                          (25)                 (4)

INTEREST EXPENSE                                                                       (13)                (22)
                                                                            ---------------     ---------------
                                                                                       (38)                (26)

INCOME BEFORE BENEFIT OF INCOME TAXES                                                  130                 125

Benefit of income taxes                                                                 (1)                  -
                                                                            ---------------     ---------------

NET INCOME                                                                   $         131       $         125
                                                                            ===============     ===============


AVERAGE SHARES OUTSTANDING FOR BASIC
     EARNINGS PER SHARE                                                         15,158,110          15,027,700
                                                                            ===============     ===============

BASIC EARNINGS PER SHARE                                                     $        0.01       $        0.01
                                                                            ===============     ===============


AVERAGE SHARES OUTSTANDING FOR DILUTED
     EARNINGS PER SHARE                                                         15,884,927          15,839,447
                                                                            ===============     ===============

DILUTED EARNINGS PER SHARE                                                   $        0.01       $        0.01
                                                                            ===============     ===============
</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>
                                                                              Three Months Ended December 31,
                                                                                 2002                2001
                                                                                 ----                ----
<S>                                                                          <C>                 <C>
Cash flows from operating activities
Net income                                                                   $         131       $         125
Adjustments to reconcile net income to net cash
  used in operating activities:
  Depreciation and amortization                                                        141                  60
  Deferred distribution fees revenue                                                  (135)                 26
  Deferred income taxes                                                                 (1)                  -
  Changes in assets and liabilities:
     Accounts receivable                                                              (911)             (1,733)
     Inventories                                                                      (202)                (80)
     Other current assets                                                             (153)                (33)
     Accounts payable and accrued expenses                                             620               1,057
     Accrued commissions                                                                98                   -
                                                                            ---------------     ---------------
        Net cash used in operating activities                                         (412)               (578)


Cash flows from investing activities
   Purchase of property and equipment                                                 (109)                (21)
                                                                            ---------------     ---------------
                                                                                      (109)                (21)


Cash flows from financing activities
    Issuance of common stock                                                             -                 226
    Proceeds from revolving credit arrangements                                          -                  37
    Repayment of long-term debt                                                        (11)                (10)
                                                                            ---------------     ---------------
         Net cash (used in) provided by financing activities                           (11)                253


Effect of exchange rate changes on cash                                                (53)                 31

Net decrease in cash and cash equivalents                                             (585)               (315)

Cash and cash equivalents at beginning of period                                     3,083               4,352
                                                                            ---------------     ---------------

Cash and cash equivalents at end of period                                   $       2,498       $       4,037
                                                                            ===============     ===============


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


Supplemental cash flow disclosures
      Interest paid                                                          $          13       $          22
                                                                            ===============     ===============
</TABLE>

See accompanying Notes to Consolidated Financial Statements


                                                        3

<PAGE>

                     TUTOGEN MEDICAL, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                DECEMBER 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 months
     ended December 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 months ended December 31, 2002 are not necessarily indicative
     of the results, which may be expected for the fiscal year ending September
     30, 2003. The interim financial statements should be read in conjunction
     with the audited consolidated financial statements of the Company for the
     year ended September 30, 2002.

     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 adopted the provisions of SFAS No. 141 for any business combination
     that was initiated after June 30, 2001. The provisions of SFAS No. 142 are
     effective for fiscal years beginning after December 15, 2001. The Company
     adopted SFAS No. 142 beginning in the first fiscal quarter of fiscal 2003.
     The adoption of SFAS No. 142 did not have an 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 adopted SFAS No.
     143 beginning in the first fiscal quarter of fiscal 2003. The adoption of
     SFAS No. 143 did 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)
                                DECEMBER 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 adopted SFAS No. 144 beginning in the first
     fiscal quarter of fiscal 2003. The adoption of SFAS No. 144 did not have a
     material impact on its results of operations or financial position.

     In April 2002, the FASB issued SFAS No. 145, "RESCISSION OF FASB STATEMENTS
     4, 44 AND 64, AMENDMENT OF FASB STATEMENT 13, AND TECHNICAL CORRECTIONS".
     SFAS No. 145 rescinds the provisions of SFAS No. 4 that requires companies
     to classify certain gains and losses from debt extinguishments as
     extraordinary items, eliminates the provisions of SFAS No. 44 regarding
     transition to the Motor Carrier Act of 1980 and amends the provisions of
     SFAS No. 13 to require that certain lease modifications be treated as sale
     leaseback transactions. The provisions of SFAS No. 145 related to
     classification of debt extinguishment are effective for fiscal years
     beginning after May 15, 2002. Commencing January 1, 2003, the Company will
     classify debt extinguishment costs within income from operations and will
     reclassify previously reported debt extinguishments as such. The provisions
     of SFAS No. 145 related to lease modification are effective for
     transactions occurring after May 15, 2002.

     In June 2002, the FASB issued SFAS No. 146, "ACCOUNTING FOR COSTS
     ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES". SFAS No. 146 nullifies
     Emerging Issues Task Force ("EITF") No. 94-3, "Liability Recognition for
     certain Employee Termination Benefits and Other Costs to Exit an Activity
     (including Certain Costs Incurred in as Restructuring)". The principal
     difference between SFAS No. 146 and EITF No. 94-3 relates to its
     requirements for recognition of a liability for a cost associated with an
     exit or disposal activity. SFAS No. 146 requires that a liability for a
     cost associated with an exit or disposal activity be recognized when the
     liability is incurred. Under EITF No. 94-3, a liability for an exit cost
     was recognized at the date of an entity's commitment to an exit plan. SFAS
     No. 146 is effective for exit and disposal activities that are initiated
     after December 31, 2002. The provisions of SFAS No. 146 did not have a
     material impact on its financial position or results of operations.

     On December 31, 2002, the FASB issued SFAS No. 148, "ACCOUNTING FOR
     STOCK-BASED COMPENSATION-TRANSITION AND DISCLOSURE, which amends SPAS 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 transition guidance and annual disclosure provisions of
     SFAS No. 148 are effective for fiscal years ending after December 15, 2002.
     The interim disclosure provisions are effective for financial reports

                                        5
<PAGE>

     containing financial statements for interim periods beginning after
     December 15, 2002. The Company will adopt SFAS No. 148 beginning in the
     second 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 December 31, 2002 and September 30, 2002 were
     as follows:

                                                December31,      September 30,
                                                   2002               2002

            Raw materials                      $      1,897      $      1,868
            Work in process                           3,042             3,209
            Finished goods                            7,210             6,630
                                                      -----             -----
                                                     12,149            11,707
            Less reserves for obsolescence            1,753             1,757
                                                      -----             -----

                                               $     10,396      $      9,950
                                               ============      ============


(4)  INCOME TAXES

     The Company has incurred net operating losses through December 31, 2002 of
     approximately $17 million, generated from its U.S. and German operations of
     $8 million and $9 million, respectively. These net operating losses are the
     primary component of the Company's net deferred tax asset of $3.0 million
     as of December 31, 2002, 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 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 December 31, 2002
     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.

                                        6
<PAGE>

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


(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 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.

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


2002                                INTERNATIONAL  UNITED STATES  CONSOLIDATED

Gross revenue                         $  2,707       $  4,525       $  7,232
Less - intercompany                       (658)          --             (658)
                                      --------       --------       --------

Total revenue - third party           $  2,049       $  4,525       $  6,574
                                      ========       ========       ========

Depreciation and amortization         $     78       $     63       $    141
                                      ========       ========       ========

Interest expense                      $     11       $      2       $     13
                                      ========       ========       ========

Net income (loss)                     $   (131)      $    262       $    131
                                      ========       ========       ========

Capital expenditures                  $     59       $     50       $    109
                                      ========       ========       ========

Total assets                          $ 11,173       $ 29,923       $ 41,096
Less intercompany advances                --          (16,066)       (16,066)
                                      --------       --------       --------

                                      $ 11,173       $ 13,857       $ 25,030
                                      ========       ========       ========


                                        7

<PAGE>

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


2001                                INTERNATIONAL  UNITED STATES  CONSOLIDATED

Gross revenue                         $  2,770       $  3,506       $  6,276
Less - intercompany                     (1,264)          --           (1,264)
                                      --------       --------       --------

Total revenue - third party           $  1,506       $  3,506       $  5,012
                                      ========       ========       ========

Depreciation and amortization         $      5       $     55       $     60
                                      ========       ========       ========

Interest expense                      $     21       $      1       $     22
                                      ========       ========       ========

Net income                            $    (19)      $    144       $    125
                                      ========       ========       ========

Capital expenditures                  $      0       $     21       $     21
                                      ========       ========       ========

Total assets                          $ 11,265       $ 30,693       $ 41,958
Less intercompany advances                --          (21,670)       (21,670)
                                      --------       --------       --------

                                      $ 11,265       $  9,023       $ 20,288
                                      ========       ========       ========


(6)  RECLASSIFICATION

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


                                        8

<PAGE>

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


RESULTS OF OPERATIONS

REVENUE AND COST OF REVENUE

Revenues for the three months ended December 31, 2002, increased 31% to $6,574
from $5,012 for the comparable period. The increase in revenue is primarily
attributable to the Company's US operation, as its revenue increased to $4,525
from $3,507 or 29% 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 Centerpulse (formerly
Sulzer) Spine-Tech and Centerpulse (Sulzer) Dental, the Company's marketing
partners. These products contributed to the entire $1.6 million increase in
revenue. This increase was fueled by the improved sales of the Tutoplast(R)
specialty graft, the Puros(TM) Symmetry(TM) PLIF Allograft System. International
revenue increased to $2,049 from $1,505 or 36% for the same period last year.
The increase in international revenue was due to an overall increase in the
European and international distributor business.

Cost of revenue margin, for the three months ended December 31, 2002 were 43% as
compared to 56% for the comparable period. 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 32% for the three months ended
December 31, 2002, from the comparable period last year. Expenses increased due
to added staffing of the Alachua, Florida facility ($72), higher travel ($50),
legal fees ($40), rent ($18), and other expenses ($47). However, as a percentage
of revenues, General and Administrative expenses remained at 14% in 2002 and
2001.

DISTRIBUTION AND MARKETING

Distribution and marketing expenses more than doubled (103%), from $1,150 in
2001 to $2,342 in 2002 for the three months ended December 31, 2002, from the
comparable period last year. The increase was primarily due to marketing fees
due under the agreements with Centerpulse Spine and Dental as a result of the
increase in revenues of the Company's Tutoplast bone products for spinal and
dental applications. Such fees increased from $560 in 2001 to $1,476 in 2002.
The balance of the increase was due to increased sales efforts Internationally.
For the three months ended December 31, 2002, as a percentage of revenues,
Distribution and Marketing expenses increased from 23% in 2001 to 35% in 2002.

RESEARCH AND DEVELOPMENT

Research and development expenses increased 41% for the three months ended
December 31, 2002, from the comparable period last year. The increase was due to
increased development efforts in the Spine, Dental and Ligament product areas.
For the three months ended December 31, 2002, as a percentage of revenues,
Research and Development expenses remains at 4% in 2002 and 2001.

                                        9
<PAGE>

DEPRECIATION AND AMORTIZATION

Depreciation and amortization was essentially flat from period to period.

OTHER EXPENSE

Other expense increased for the three months ended December 31, 2002, due to
unfavorable foreign exchange losses as the result of the sudden weakening of the
dollar against the euro.

INTEREST EXPENSE

Interest expense decreased 41% for the quarter ended December 31, 2002 from the
comparable period last year. The decrease was due to lower revolving credit
balances from the International operation.

NET INCOME

Net income for the three months ended December 31, 2002 totaled $131 or $0.01
basic and diluted earnings per share as compared to a net income of $125 or
$0.01 basic and diluted earnings per share for the same period last year.

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 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.

                                       10
<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 December 31, 2002, the Company has working capital of $11.8 million as
compared to September 30, 2002 of $10.9 million. The Company maintains current
working capital credit lines totaling (euro)1.8 million Euros (approximately
$1.9 million) with several German banks and a $1.0 million credit line with a
U.S. bank. At December 31, 2002, the Company had no borrowings against these
lines.

The Company has experienced a negative cash flow of $585 for the three months
ended December 31, 2002 as compared to a negative cash flow of $315 for the same
period in 2001. The primary reason is the increase in accounts receivables and
the increase in inventory levels due to the anticipated introduction of new
product lines during the second quarter.

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 these leases that have initial or
remaining non-cancelable lease terms in excess of one year as of December 31,
2002 are as follows:

                           2003                $     569
                           2004                      242
                           2005                      113
                           2006                        3
                                              -----------

                                               $     927
                                              ===========

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

                                       11
<PAGE>

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 adopted 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 adopted SFAS No.
142 beginning in the first fiscal quarter of fiscal 2003. The adoption of SFAS
No. 142 did 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 adopted SFAS No. 143 beginning in the
first fiscal quarter of fiscal 2003. The adoption of SFAS No. 143 did 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
adopted SFAS No. 144 beginning in the first fiscal quarter of fiscal 2003. The
adoption of SFAS No. 144 did not have a material impact on its results of
operations or financial position.

In April 2002, the FASB issued SFAS No. 145, "RESCISSION OF FASB STATEMENTS 4,
44 AND 64, AMENDMENT OF FASB STATEMENT 13, AND TECHNICAL CORRECTIONS". SFAS No.
145 rescinds the provisions of SFAS No. 4 that requires companies to classify
certain gains and losses from debt extinguishments as extraordinary items,
eliminates the provisions of SFAS No. 44 regarding transition to the Motor
Carrier Act of 1980 and amends the provisions of SFAS No. 13 to require that
certain lease modifications is treated as sale leaseback transactions. The
provisions of SFAS No. 145 related to classification of debt extinguishment are
effective for fiscal years beginning after May 15, 2002. Commencing January 1,
2003, the Company will classify debt extinguishment costs within income from
operations and will reclassify previously reported debt extinguishments as such.
The provisions of SFAS No. 145 related to lease modification are effective for
transactions occurring after May 15, 2002.

In June 2002, the FASB issued SFAS No. 146, "ACCOUNTING FOR COSTS ASSOCIATED
WITH EXIT OR DISPOSAL ACTIVITIES". SFAS No. 146 nullifies Emerging Issues Task
Force ("EITF") No. 94-3, "Liability Recognition for certain Employee Termination
Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred
in as Restructuring)". The principal difference between SFAS No. 146 and EITF
No. 94-3 relates to its requirements for recognition of a liability for a cost
associated with an exit or disposal activity. SFAS No. 146 requires that a
liability for a cost associated with an exit or disposal activity be recognized
when the liability is incurred. Under EITF No. 94-3, a liability for an exit
cost was recognized at the date of an entity's commitment to an exit plan. SFAS
No. 146 is effective for exit and disposal activities that are initiated after
December 31, 2002. The provisions of SFAS No. 146 did not have a material impact
on its financial position or results of operations.

                                       12
<PAGE>

On December 31, 2002, the FASB issued SFAS No. 148, "ACCOUNTING FOR STOCK-BASED
COMPENSATION-TRANSITION AND DISCLOSURE, which amends SPAS 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 transition guidance and annual
disclosure provisions of SFAS No. 148 are effective for fiscal years ending
after December 15, 2002. The interim disclosure provisions are effective for
financial reports containing financial statements for interim periods beginning
after December 15, 2002. The Company will adopt SFAS No. 148 beginning in the
second 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.

                                       13
<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
          December 31, 2002.


                                       14
<PAGE>

CERTIFICATION

Each of the undersigned hereby certifies in his capacity as an officer of
Tutogen Medical, Inc. (the "Company") that the Quarterly Report of the Company
on Form 10-QSB for the periods ended December 31, 2002 fully complies with the
requirements of Section 13(a) of the Securities Exchange Act of 1934 and that
the information contained in such report fairly presents, in all material
respects, the financial condition of the Company at the end of such periods and
the results of operations of the Company for such periods.

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:  February 12, 2003           /s/ Manfred Kruger
                                   ------------------
                                   President and Chief Executive Officer




Date:  February 12, 2003           /s/ George Lombardi
                                   -------------------
                                   Chief Financial Officer
                                   (Principal Financial and Accounting Officer)


                                       15
<PAGE>

CERTIFICATION

I 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 statement 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 officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we 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 officers 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 function):

         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; and

<PAGE>

CERTIFICATION                                                          Page 2


6.       The registrant's other certifying officers and I have indicated in this
         Quarterly report whether or not 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:             February 12, 2003

BY:
Name:             /s/ George Lombardi

Title:            Chief Financial Officer,
                  Treasurer and Secretary



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

<PAGE>

CERTIFICATION


I 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 statement 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 officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:

         a)   designed such disclosure controls and procedures to ensure that
              material information elating 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;

         d)   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;

         e)   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 officers 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 function):

         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

         c)   any fraud, whether or not material, that involves Management or
              other employees who have a significant role in the registrant's
              internal controls; and

<PAGE>


CERTIFICATION                                                          Page 2
-------------


6.       The registrant's other certifying officers and I have indicated in this
         Annual report whether or not 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:             February 12, 2003

BY:
Name:             /s/ Manfred K. Krueger

Title:            President and CEO



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