As  Filed  with  the  Securities  and  Exchange Commission on September 3, 2002,
Registration  No.  333-86262
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                      _____________________________________
                                 AMENDMENT NO. 1
                                       TO
                                    FORM SB-2
                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

                        Flemington Pharmaceutical Corporation
               ---------------------------------------------------------
                (Exact name of Registrant as Specified in Its Charter)

          Delaware                        2834                    22-2407152
 -----------------------------  ---------------------------   -----------------
  (State or other jurisdiction  (Primary Standard Industrial  (I.R.S. Employer
of incorporation or organization)  Classification Code)      Identification No.)

                      Flemington Pharmaceutical Corporation
                               31 State Highway 12
                              Flemington, NJ  08822
                                 (908) 782-3431
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                               Harry A. Dugger III
                      President and Chief Executive Officer
                      Flemington Pharmaceutical Corporation
                               31 State Highway 12
                              Flemington, NJ 08822
                                 (908) 782-3431
            (Name, address, including zip code, and telephone number
                   including area code, of agents for service)
                      ____________________________________
                                   Copies to:
                            Steven F. Wasserman, Esq.
                        Brown Rudnick Berlack Israels LLP
                              120 West 45th Street
                            New York, New York 10036
                                 (212) 704-0100

     Approximate date of commencement of proposed sale to the public: As soon as
practicable  after  this  Registration  Statement  becomes  effective.

     If  this  Form  is  filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and  list  the  Securities  Act  registration  statement  number  of the earlier
effective  registration  statement  for  the  same  offering.  |_|

     If  this  Form  is a post-effective amendment filed pursuant to Rule 462(c)
under  the  Securities  Act, check the following box and list the Securities Act
registration  statement  number  of the earlier effective registration statement
for  the  same  offering.  |_|

     If  this  Form  is  post-effective  amendment filed pursuant to Rule 462(d)
under  the  Securities  Act, check the following box and list the Securities Act
registration  statement  number  of the earlier effective registration statement
for  the  same  offering.  |_|

     If  delivery of the Prospectus is expected to be made pursuant to Rule 434,
please  check  the  following  box.  |_|
                                                  Continued  overleaf




                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------



                                              Proposed         Proposed
                                               Maximum         Maximum
  Title of Each Class of     Amount To Be   Offering Price    Aggregate       Amount of
Securities To Be Registered   Registered     Per Security   Offering Price  Registration Fee
--------------------------------------------------------------------------------------------
                                                                    
Common Stock(1)               8,559,852        1.82(2)        15,578,930      $1,433.26
--------------------------------------------------------------------------------------------
Common Stock(3)               7,423,299        1.82(2)        13,510,404      $1,242.96
--------------------------------------------------------------------------------------------
Common Stock(4)                 250,000       $3.18(5)          $795,000         $73.14
--------------------------------------------------------------------------------------------
Common Stock(6)                 150,000       $3.02(5)          $453,000         $41.68
--------------------------------------------------------------------------------------------
Common Stock(7)                  60,000       $2.00(5)          $120,000         $11.04
--------------------------------------------------------------------------------------------
Total                        16,443,151                                       $2,802.08(8)
--------------------------------------------------------------------------------------------




(1)  Common  stock  outstanding  held  by  selling  securityholders.

(2)  Estimated  solely  for purposes of calculating registration fee pursuant to
     Rule  457(c) under the Securities Act of 1933, as amended (the "Act") based
     upon  the  closing  sales  price of the common stock on August 28, 2002, as
     reported  on  the  NASD  OTC  Bulletin  Board.

(3)  These  shares  of  common  stock  are not outstanding and are issuable upon
     exercise  of  warrants  to  purchase  common  stock  (that  are  not  being
     registered  hereunder)  held by selling securityholders. In accordance with
     Rule  457(g)  of the Act, the offering price is based on the highest of the
     following: (a) the price at which such warrants may be exercised or (b) the
     price  of  the  common  stock  as determined in accordance with Rule 457(c)
     under  the  Act.  See  Footnote  2.

(4)  These  shares  of  common  stock  are not outstanding and are issuable upon
     exercise of options to purchase common stock (that are not being registered
     hereunder)  held by selling securityholders. In accordance with Rule 457(g)
     of  the  Act,  the offering price is based on the highest of the following:
     (a)  the  price  at which such options may be exercised or (b) the price of
     the  common  stock  as  determined in accordance with Rule 457(c) under the
     Act.  See  Footnote  5.

(5)  Estimated  solely  for purposes of calculating registration fee pursuant to
     Rule  457(c) under the Act based upon the closing sales price of the common
     stock  on  August  28,  2002,  as  reported on the NASD OTC Bulletin Board.

(6)  These  shares  of  common  stock  are not outstanding and are issuable upon
     exercise of options to purchase common stock (that are not being registered
     hereunder)  held by selling securityholders. In accordance with Rule 457(g)
     of  the  Act,  the offering price is based on the highest of the following:
     (a)  the  price  at which such options may be exercised or (b) the price of
     the  common  stock  as  determined in accordance with Rule 457(c) under the
     Act.  See  Footnote  5.

(7)  These  shares  of  common  stock  are not outstanding and are issuable upon
     exercise  of  warrants  to  purchase  common  stock  (that  are  not  being
     registered  hereunder)  held by selling securityholders. In accordance with
     Rule  457(g)  of the Act, the offering price is based on the highest of the
     following: (a) the price at which such warrants may be exercised or (b) the
     price  of  the  common  stock  as determined in accordance with Rule 457(c)
     under  the  Act.  See  Footnote  5.

(8)  $4,394.83  previously  paid.



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

     Pursuant  to  Rule  416 of the Act, this registration statement also covers
such indeterminate additional shares of common stock as may become issuable as a
result  of  stock  splits,  stock  dividends  or  other  similar  events.

                          ----------------------------
     The  Registrant  hereby  amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file  a  further  amendment  which  specifically  states that this Registra-tion
Statement  shall  thereafter become effective in accordance with Section 8(a) of
the  Securities  Act  of  1933  or until the Registration Statement shall become
effective  on such date as the Commission, acting pursuant to said Section 8(a),
may  determine.








PROSPECTUS                    Subject  to  Completion;  dated  September 3, 2002


                        16,443,151 Shares of Common Stock

                                       of

                      Flemington Pharmaceutical Corporation

     We  are registering up to 16,443,151 shares of our common stock for sale by
certain  shareholders  of  our  company  identified  in  this prospectus.  These
shareholders  are  referred  to  throughout  this  prospectus  as  "selling
securityholders."

     These  individuals  who  wish  to sell their shares of our common stock may
offer  and  sell  their  shares  on a continuous or delayed basis in the future.
These  sales  may  be  conducted  in  the open market or in privately negotiated
transactions  and  at  market prices, fixed prices or negotiated prices. We will
not  receive  any  of  the  proceeds  from  the  sales  of shares by the selling
securityholders  but we may receive funds from the exercise of their warrants or
options.

     Our  common  stock is traded on the OTC Electronic Bulletin Board under the
symbol "FLEM".  On August 28, 2002, the closing sales price for the common stock
on  the  OTC  Electronic  Bulletin  Board  was  $1.82  per  share.

     Our  principal  executive  offices  are  located  at  31  State Highway 12,
Flemington,  NJ  08822.  Our  telephone  number  is  (908)  782-3431.

     Our common stock being offered by this prospectus involves a high degree of
risk.  You should read the "Risk Factors" section beginning on page 6 before you
decide  to  purchase  any  common  stock.

                      ____________________________________

     Neither the Securities and Exchange Commission nor any state commission has
approved  or  disapproved  of  these  securities  or passed upon the adequacy or
accuracy  of  this  prospectus.  Nor  have  they  made,  nor will they make, any
determination  as  to  whether  anyone  should  buy  these  securities.  Any
representation  to  the  contrary  is  a  criminal  offense.


                The date of this Prospectus is September __, 2002

The  information  in  this prospectus is not complete and may be changed.  These
securities  may  not  be  sold  until  the registration statement filed with the
securities  and  exchange  commission  is  effective.  This prospectus is not an
offer  to  sell  these securities and it is not soliciting an offer to buy these
securities  in  any  state  where  the  offer  or  sale  is  not  permitted.

                                        1



                               TABLE OF CONTENTS



                                                                                    
Prospectus summary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
Selected financial data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
Safe harbor statements under the private securities litigation reform act of 1995 . .   5
Risk factors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
Use of proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
Selling securityholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
Plan of distribution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
Directors, Executive Officers, Promoters and Control Persons. . . . . . . . . . . . .  19
Security ownership of certain beneficial owners and management. . . . . . . . . . . .  22
Description of securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
Disclosure of commission position on indemnification for securities act liabilities .  26
Our business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
Management's discussion and analysis of financial condition and results of operations  38
Certain relationships and related transactions. . . . . . . . . . . . . . . . . . . .  42
Market for common equity and related stockholders matters . . . . . . . . . . . . . .  43
Executive Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
Legal matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48


You  should rely only on the information contained in this document. We have not
authorized  anyone  to  provide  you  with  information  that is different. This
document  may  only  be  used  where  it  is legal to sell these securities. The
information  in this document may only be accurate on the date of this document.




                                        2

                               Prospectus summary


     This  summary  highlights  certain  information contained elsewhere in this
prospectus.  You  should  read  the  following  summary  together  with the more
detailed  information  regarding Flemington and our financial statements and the
related  notes  appearing  elsewhere  in  this  prospectus.

                                   Our company

     Flemington is engaged in consulting activities and the development of novel
application  drug  delivery  systems  for  presently  marketed  prescription and
over-the-counter  ("OTC") drugs. Our (both patented and patent-pending) delivery
systems are lingual sprays, enabling drug absorption through the oral mucosa and
more  rapid  absorption  into  the  bloodstream  than  presently  available oral
delivery  systems.  Our  proprietary  oral  dosage  delivery systems enhance and
greatly  accelerate  the  onset  of the therapeutic benefits which the drugs are
intended  to  produce.  We  refer to our delivery systems as Immediate-Immediate
Release (I2RTM) because our delivery systems are designed to provide therapeutic
benefits within minutes of administration. Our development efforts for our novel
drug  delivery systems are concentrated on drugs which are already available and
proven in the marketplace. In addition to increasing bioavailability by avoiding
metabolism  by  the liver before entry into the bloodstream, we believe that our
proprietary  delivery  systems  offer  the following significant advantages: (i)
improved drug safety profile by reducing the required dosage, including possible
reduction  of  side-effects;  (ii)  improved  dosage reliability; (iii) allowing
medication  to be taken without water; and (iv) improved patient convenience and
compliance.

     In  light  of the material expense and delays associated with independently
developing  and  obtaining approval of pharmaceutical products, we will continue
to  seek  to develop such products through collaborative arrangements with major
pharmaceutical  companies,  which  will fund that development.  Due to our small
revenue  base, low level of working capital and inability to increase the number
of  development agreements with pharmaceutical companies, we have been unable to
aggressively  pursue  our  product  development  strategy.  We  will  require
significant  additional financing and/or a strategic alliance with a well-funded
development  partner to undertake our business plan.  See "Management Discussion
and  Analysis  of  Financial  Condition  and  Results  of  Operations."

     Since  our  inception  in  1982,  we  have  been  a  consultant  to  the
pharmaceutical  industry,  focusing on product development activities of various
European  pharmaceutical  companies,  and  since  1992  have used our consulting
revenues  to  fund  our own product development activities.  Our recent focus on
developing  our  own products evolved naturally out of our consulting experience
for other pharmaceutical companies.  Substantially all of our revenues have been
derived  from  our  consulting  activities.  In  1998, we changed the name under
which we perform our consulting activities from Pharmaconsult to FPC Consulting.
Our  principal  business address is 31 State Highway 12, Flemington, New Jersey,
08822,  and  our  telephone  number  is  (908)  782-3431.


                                        3




 
                                  The Offering


Shares outstanding before offering (1)                     14,441,052  shares  of  common  stock.

Shares outstanding offered by selling security holders     8,559,852  shares  of  common  stock.

Shares underlying warrants and options                     7,883,299  shares  of  common  stock.
offered by selling securityholders


Plan if Distribution                                       The  offering  of  our  shares  of
                                                           common  stock  is  being  made  by
                                                           shareholders  of  our  company  who
                                                           wish to sell their shares. Sales of
                                                           our common stock may be made by the
                                                           selling securityholders in the open
                                                           market  or  in privately negotiated
                                                           transactions  and at market prices,
                                                           fixed  prices or negotiated prices.

Use of Proceeds                                            We  will  not  receive  any  of the
                                                           proceeds  from  the  sale  of  the
                                                           shares  owned  by  the  selling
                                                           securityholders.  However,  we  may
                                                           receive  funds  if  warrants  or
                                                           options  are  exercised  for  cash.
                                                           However,  most  of the warrants and
                                                           options  contain  provisions  for
                                                           cashless  exercise.  Such funds, if
                                                           any,  will  be  used  for  working
                                                           capital  and  general  corporate
                                                           purposes.

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

(1) As of July 31, 2002

                                        4




                            Selected financial data

     The  following  selected  financial  data is qualified by reference to, and
should  be  read  in  conjunction with, "Management's Discussion and Analysis of
Financial  Condition  and  Results  of  Operations"  included  elsewhere in this
Prospectus. The financial information set forth below is audited with respect to
the  annual  period  ended July 31, 2001 and unaudited for the nine month period
ended  April  30,  2002,  and  has  been  prepared  by  our  management.




                                   9 Mos.             Years Ended
                                 Ended Apr.              July 31
                                    30
                                   2002          2001          2000


                                                       
SUMMARY OPERATING DATA
Consulting Revenues . . . . .  $   335,000   $   300,000   $   282,000
Interest Income . . . . . . .       32,000        23,000        44,000
Total Revenues. . . . . . . .  $   367,000   $   323,000   $   326,000
Expenses. . . . . . . . . . .    3,043,000     1,478,000     1,505,000
  Net Loss Before Taxes . . .  $(2,676,000)  $(1,155,000)  $(1,179,000)
  Deferred Income Tax Benefit       88,000        46,000             -
  Net Loss. . . . . . . . . .  $ 2,588,000   $ 1,109,000   $ 1,179,000

Net Loss Per Common Share . .  $      (.25)  $      (.18)  $      (.27)




BALANCE SHEET DATA
Working Capital . . . . . . .  $ 4,308,000   $   646,000   $   667,000
Total Assets. . . . . . . . .  $ 5,035,000   $   984,000   $ 1,059,000
Total Liabilities . . . . . .  $   398,000   $    88,000   $   217,000
Shareholders' equity. . . . .  $ 4,637,000   $   896,000   $   842,000




Safe harbor statements under the private securities litigation reform act of
1995

     This  prospectus  includes  "forward-looking  statements"  as  that term is
defined in the Private Securities Litigation Reform Act of 1995. The safe harbor
provisions of the Securities Exchange Act of 1934 and the Securities Act of 1933
apply  to  forward-looking  statements  made  by  us.  These  statements  can be
identified  by  the  use  of  forward-looking  terminology  such  as "believes,"
"expects,"  "may,"  "will,"  "should," "plans," "future," "intends," "continue,"
"estimate"  or  "anticipates" or the negatives or variations of these terms, and
other  comparable  terminology.  In addition, any statements discussing strategy
that  involve  risks  and  uncertainties  are  forward-looking.


     Forward-looking statements involve risks and uncertainties, including those
risks  and  uncertainties identified in the section of this prospectus beginning
on  page  6  titled  "Risk Factors" and those risks and uncertainties identified
elsewhere  in,  or incorporated by reference into, this prospectus. Due to these
risks  and  uncertainties,  the  actual  results  that  we  achieve  may  differ
materially  from  these

                                        5



current expectations, and we assume no obligation to update this information. In
preparing  this  prospectus,  we  may  have  made  a  number  of assumptions and
projections  about the future of our business. These assumptions and projections
could  be wrong for several reasons including, but not limited to, those factors
identified  in  the  "Risk  Factors"  section.

     You are urged to carefully review and consider the various disclosures that
we  make  in  this  prospectus,  any subsequent prospectus supplement and in our
other  reports  filed  with  the Commission. These disclosures attempt to advise
interested  parties  of  the  risk  factors that may affect our business and the
market  price  of  our  shares  of  common  stock.

                                  Risk factors

     You  should  carefully  consider  the  following risk factors and all other
information  contained  in this prospectus before investing in our common stock.
Investing  in  our  common  stock  involves  a  high degree of risk.  Any of the
following  risks  could  adversely  affect our business, financial condition and
results  of  operations  and could result in a complete loss of your investment.
The risks and uncertainties described below are not the only ones we may face.

     We  have  a  history  of  losses

     We  had  an  accumulated  deficit  at  April  30,  2002  of  approximately
$8,111,000.  We  incurred operating losses in six of the last seven fiscal years
ended  July  31  including  a  net loss of approximately $1,109,000 for the year
ended July 31, 2001.  We also had a net loss of approximately $2,588,000 for the
nine  month  period  ended  April  30,  2002.  Because  we increased our product
development  activities,  we anticipate that we will incur substantial operating
expenses  in  connection with continued development, testing and approval of our
proposed  products,  and  expect  these  expenses will result in continuing and,
perhaps, significant operating losses until such time, if ever, that we are able
to  achieve  adequate  product  sales  levels.

     We  are  dependent  on  principal  clients

     To  date,  substantially  all  of  our  revenues  have  been  derived  from
consulting services rendered to a limited number of clients, the loss of certain
of  which would have an adverse effect on us.  For the year ended July 31, 2001,
consulting  activities  relating  to  our two (2) largest clients, with which we
have  written agreements, accounted for approximately 40%, and 18% respectively,
of  our  revenues.  There  can be no assurance that our clients will continue to
seek  consulting services from us or that we will continue to provide consulting
services  to  the  industry.  See  "Business-  Customer  Dependence."

     Our  Business  is  evolving

     Although  we  have  received  revenue  from  our  own  product  development
activities,  these  revenues  are insignificant as compared to our revenues from
product  development  consultation work done for our clients.  The nature of our
revenue  received  from  our  own  product  development  consists of payments by
pharmaceutical  companies  for  research  and  bioavailability  studies,  pilot
clinical  trials, and similar milestone-related payments.  Subject to additional
funding,  we expect to continue our consulting activities despite increasing our
product  development  activities.  Our  future  growth and profitability will be
dependent  upon  our  ability to successfully raise additional funds to complete
the  development of, obtain regulatory approvals for, and license out or market,
our  own  proposed  products.  Accordingly,  our prospects must be considered in
light  of  the  risks,  expenses  and  difficulties  frequently  encountered  in
connection  with  the  establishment  of  a new business in a highly competitive
industry,  characterized  by  frequent new product introductions.  We anticipate

                                        6


that  we  will  incur  substantial  operating  expenses  in  connection with the
development,  testing  and  approval  of  our proposed products and expect these
expenses  to  result  in  continuing  and, perhaps, significant operating losses
until  such  time, if ever, that we are able to achieve adequate levels of sales
or  license  revenues.  There  can be no assurance that we will be able to raise
additional  financing,  increase  revenues  significantly, or achieve profitable
operations.

     We  will  require  significant capital requirements for product development
and  commercialization

     We  have  significant  capital  requirements  necessary  to  fund  planned
expenditures  in connection with the research, development, testing and approval
of  our  proposed  products.  We anticipate, based on our current proposed plans
and  assumptions  relating  to  our  operations (including the timetable of, and
costs  associated  with, new product development), that the proceeds of our 2001
and  2002  private  placements  and  projected cash flow from operations will be
sufficient  to  satisfy our contemplated cash requirements for at least 7 months
from  the  date  hereof.  Due  to  our  small revenue base, low level of working
capital  and  inability  to  increase  the number of development agreements with
pharmaceutical companies, we have been unable to aggressively pursue our product
development strategy.  We will require significant additional financing and/or a
strategic alliance with a well-funded development partner to aggressively pursue
our  business plan.  We have no current arrangements with respect to, or sources
of,  additional  financing,  and  there  can  be  no  assurance  that additional
financing  will  be  available to us on acceptable terms, if at all.  In view of
our very limited resources, anticipated expenses and the competitive environment
in which we operate, any inability to obtain additional financing could severely
limit  our ability to complete development and commercialization of our proposed
products.  See  "Management's Discussion and Analysis of Financial Condition and
Results  of  Operations."

     We  do  not  have  commercially  available  products

     Our  principal  efforts  are  the  development of, and obtaining regulatory
approvals  for,  our proposed products.  We anticipate that marketing activities
for  our  proprietary products, whether by us or one or more licensees, will not
begin  until  2003  at the earliest.  Accordingly, it is not anticipated that we
will generate any revenues from royalties or sales of proprietary products until
regulatory  approvals are obtained and marketing activities begin.  There can be
no  assurance  that  any  of  the proposed proprietary products will prove to be
commercially  viable,  or if viable, that they will reach the marketplace on the
timetables desired by us.  The failure or the delay of these products to achieve
commercial viability would have a material adverse effect on us.  See  "Business
-  Proposed  Products"  and  "  -  Government  Regulation."

     We  have  not  completed  product  development

     The development of our proposed products has not been completed and we will
be  required  to  devote  considerable  effort and expenditures to complete such
development.  In  addition  to  obtaining  adequate  financing,  satisfactory
completion  of  development,  testing,  government  approval  and  sufficient
production levels of such products must be obtained before the proposed products
will  become  available  for  commercial  sale.  We do not anticipate generating
material  revenue  from  product  sales until perhaps 2003 or thereafter.  Other
potential  products remain in the conceptual or very early development stage and
remain  subject  to  all the risks inherent in the development of pharmaceutical
products,  including  unanticipated  development  problems, and possible lack of
funds  to  undertake  or  continue  development.  These  factors could result in
abandonment  or  substantial  change in the development of a specific formulated
product.  There  can  be  no assurance that any of our proposed products will be
successfully  developed,  be  developed  on  a  timely  basis or be commercially
accepted once developed.  The inability to successfully complete development, or
a  determination  by  us,  for  financial  or other reasons, not to undertake to

                                        7


complete  development of any product, particularly in instances in which we have
made  significant  capital expenditures, could have a material adverse effect on
us.

     We  do  not  have  direct  consumer  marketing  experience

     We have no experience in marketing or distribution at the consumer level of
our  proposed  proprietary  products.  Moreover, we do not have the financial or
other  resources  to  undertake  extensive marketing and advertising activities.
Accordingly,  we  intend  generally to rely on marketing arrangements, including
possible  joint  ventures  or  license  or  distribution arrangements with third
parties.  We  have  not  entered into any significant agreements or arrangements
with  respect  to  the  marketing  of our proposed products, and there can be no
assurance  that  we  will  do  so in the future or that any such products can be
successfully  marketed.  Our  strategy  to  rely  on  third  party  marketing
arrangements  could  adversely  affect  our  profit  margins.  See  "Business  -
Marketing  and  Distribution."

     We  must  comply  with  good  manufacturing  practices

     The  manufacture  of our pharmaceutical products will be subject to current
Good  Manufacturing  Practices  ("cGMP")  prescribed  by  the  FDA, pre-approval
inspections  by  the  FDA  or  foreign  authorities,  or both, before commercial
manufacture  of  any  such  products  and  periodic  cGMP compliance inspections
thereafter  by  the  FDA.  There  can be no assurance that we or any third party
manufacturer  will  be able to comply with cGMP or satisfy pre- or post-approval
inspections in connection with the manufacture of our proposed products. Failure
or  delay  by us or any such manufacturer to comply with cGMP or satisfy pre- or
post-approval  inspections  would  have  a  material  adverse effect on us.  See
"Business--  Manufacturing."

     We  are  dependent  on  our  suppliers

     We  believe  that  the  active  ingredients  used in the manufacture of our
proposed pharmaceutical products are presently available from numerous suppliers
located  in the United States, Europe, India and Japan.  We believe that certain
raw  materials,  including  inactive  ingredients,  are available from a limited
number  of  suppliers  and  that certain packaging materials intended for use in
connection with our spray products currently are available only from sole source
suppliers.  Although  we  do  not  believe  we  will  encounter  difficulties in
obtaining  the  inactive  ingredients  or  packaging materials necessary for the
manufacture  of  our products, there can be no assurance that we will be able to
enter  into  satisfactory  agreements  or  arrangements  for  the  purchase  of
commercial  quantities  of  such  materials.  We have a written supply agreement
with Dynamit Nobel for certain raw materials for the nitroglycerin lingual spray
product.  With  respect  to  other suppliers, we operate primarily on a purchase
order  basis  beyond  which  there  is  no contract memorializing our purchasing
arrangements.  The  inability  to enter into agreements or otherwise arrange for
adequate  or  timely  supplies  of  principal  raw  materials  and  the possible
inability  to  secure  alternative sources of raw material supplies could have a
material  adverse  effect  on  our  ability  to  arrange  for the manufacture of
formulated  products.  In  addition,  development and regulatory approval of our
products  are  dependent  upon  our  ability  to  procure active ingredients and
certain  packaging  materials  from FDA-approved sources. Since the FDA approval
process  requires  manufacturers  to  specify their proposed suppliers of active
ingredients  and certain packaging materials in their applications, FDA approval
of  a supplemental application to use a new supplier would be required if active
ingredients  or  such  packaging  materials  were  no  longer available from the
originally  specified  supplier, which could result in manufacturing delays. See
"-  Business-  Raw  Materials  and  Suppliers."
                                        8


     We  face  intense  competition

     The  markets  which  we  intend  to  enter  are  characterized  by  intense
competition.  We  or  our  licensees  may  be  competing  against  established
pharmaceutical companies which currently market products which are equivalent or
functionally  similar to those we intend to market.  Prices of drug products are
significantly affected by competitive factors and tend to decline as competition
increases.  In  addition,  numerous  companies  are  developing  or  may, in the
future,  engage  in  the  development  of products competitive with our proposed
products.  We  expect that technological developments will occur at a rapid rate
and that competition is likely to intensify as enhanced dosage from technologies
gain greater acceptance. Additionally, the markets for formulated products which
we  have  targeted for development are intensely competitive, involving numerous
competitors  and  products.  Most  of  our  prospective  competitors  possess
substantially  greater  financial,  technical  and  other  resources  than  us.
Moreover,  many  of  these companies possess greater marketing capabilities than
us,  including  the  resources  necessary  to enable them to implement extensive
advertising  campaigns.  There can be no assurance that we will have the ability
to  compete  successfully.  See  "Business  -  Competition."

     The absence of product liability insurance coverage may affect our business

     We  may  be exposed to potential product liability claims by consumers.  We
presently  maintain  no  product liability insurance coverage.  Although we will
seek  to  obtain product liability insurance before the commercialization of any
proprietary  products,  there can be no assurance that we will be able to obtain
such  insurance  or,  if obtained, that any such insurance will be sufficient to
cover  all  possible  liabilities to which we may be exposed.  In the event of a
successful  suit  against  us,  insufficiency of insurance coverage could have a
material  adverse  effect  on  us.  In addition, certain food and drug retailers
require minimum product liability insurance coverage as a condition precedent to
purchasing  or  accepting  products for retail distribution.  Failure to satisfy
such  insurance  requirements could impede the ability of us or our distributors
to  achieve broad retail distribution of our proposed products, which could have
a  material  adverse  effect  on  us.  See  "Business  -  Product  Liability."

     Extensive  government  regulation  may  affect  our  business

     The  development,  manufacture  and  commercialization  of  pharmaceutical
products  are  generally  subject to extensive regulation by various federal and
state  governmental  entities.  The  FDA,  which  is the principal United States
regulatory  authority, has the power to seize adulterated or misbranded products
and  unapproved  new  drugs,  to request their recall from the market, to enjoin
further manufacture or sale, to publicize certain facts concerning a product and
to  initiate  criminal  proceedings.  As  a  result  of federal statutes and FDA
regulations,  pursuant  to  which  new  pharmaceuticals  are required to undergo
extensive  and  rigorous  testing,  obtaining  pre-market  regulatory  approval
requires  extensive  time  and  expenditures.  Under  the Federal Food, Drug and
Cosmetic  Act (the "FDC Act"), a new drug may not be commercialized or otherwise
distributed in the United States without the prior approval of the FDA.  The FDA
approval  processes relating to new drugs differ, depending on the nature of the
particular  drug for which approval is sought.  With respect to any drug product
with  active  ingredients not previously approved by the FDA, a prospective drug
manufacturer  is  required  to  submit a new drug application ("NDA"), including
complete  reports of pre-clinical, clinical and laboratory studies to prove such
product's  safety  and  efficacy. The NDA process generally requires, before the
submission  of  the  NDA,  submission  of an IND pursuant to which permission is
sought  to begin preliminary clinical testing of the new drug.  An NDA, based on
published  safety and efficacy studies conducted by others, may also be required
to  be submitted for a drug product with a previously approved active ingredient
if  the method of delivery, strength or dosage form is changed. Alternatively, a
drug  having the same active ingredient as a drug previously approved by the FDA
may  be  eligible  to  be  submitted  under an ANDA, which is significantly less

                                        9


stringent  than  the  NDA  approval  process.  While the ANDA process requires a
manufacturer  to  establish  bioequivalence  to the previously approved drug, it
permits the manufacturer to rely on the safety and efficacy studies contained in
the  DNA  for  the  previously  approved  drug. We believe that some of our drug
products  developed  in  capsule  form will be substantially similar to products
which have previously obtained FDA approval and, accordingly, that approvals for
such  products  can  be  obtained  by  submitting  an ANDA.  We, however, may be
required,  before  submitting  an  ANDA,  to  submit a suitability petition, the
purpose  of which is to permit the FDA to evaluate whether a change in strength,
dosage  form  or  method  of  delivery is significant enough to require clinical
trials  and,  therefore,  an NDA filing.  There can be no assurance that the FDA
will  not  require us to conduct clinical trials for such products and otherwise
comply  with  the  NDA  approval process.  We believe that products developed in
spray  dosage  form  will  require  submission  of an NDA.  We estimate that the
development  of  new  formulations  of  pharmaceutical  products,  including
formulation,  testing  and obtaining FDA approval, generally takes three to five
years  for  the  ANDA process and four to seven years for the NDA process. There
can  be  no  assurance that our determinations will prove to be accurate or that
pre-marketing  approval  relating to our proposed products will be obtained on a
timely  basis,  or  at  all.  The  failure  by us to obtain necessary regulatory
approvals,  whether  on a timely basis, or at all, would have a material adverse
effect  on  our  business.

     We  are  dependent  on  existing  management

     Our  success is substantially dependent on the efforts and abilities of our
founder, President and Chief Executive Officer, Harry A. Dugger, III, Ph.D., our
Chairman,  John  Klein,  and  our  Chief Financial Officer, Donald Deitman.  Mr.
Klein  is  not  required  to  devote  full time to us.  Decisions concerning our
business  and  our  management are and will continue to be made or significantly
influenced  by  these  individuals.  The loss or interruption of their continued
services  would  have a materially adverse effect on our business operations and
prospects.

     We  are  controlled  by  current  stockholders,  officers  and  directors

     Management  and our affiliates currently beneficially own (including shares
they  have  the  right to acquire) approximately 83% of our common stock.  These
persons  are  and will continue to be able to exercise control over the election
of  our  directors  and  the  appointment  of  officers, increase the authorized
capital,  dissolve,  merge  or  engage  us  in  other  fundamental  corporate
transactions.

     There  is  a  potential  adverse  effect  if  we redeem our publicly traded
warrants

     The  warrants  issued in connection with our initial public offering may be
redeemed  by  us,  at a redemption price of $.10 per warrant, upon not less then
thirty  days  prior  written  notice  provided the last sale price of our common
stock  on  the  NASD  OTC Bulletin Board, Nasdaq (or another national securities
exchange)  for  twenty  consecutive trading days ending within three days of the
notice  of  redemption,  equals  or exceeds 200% of the current warrant exercise
price,  subject  to  adjustment.  Redemption  of  the  warrants  could force the
holders  thereof  to  exercise the warrants and pay the exercise price at a time
when it may be disadvantageous for the holders to do so, to sell the warrants at
the  then  current  market  price  when  they  might  otherwise wish to hold the
warrants, or to accept the redemption price, which is likely to be substantially
less  than  the  market  value  of  the warrants at the time of redemption.  The
warrants  expire  in  November  2002.

     The  limited  prior  public  market  and  trading market may cause possible
volatility  in  our  stock  price

There  has only been a limited public market for our securities and there can be
no assurance that an active trading market in our securities will be maintained.

                                       10


The  OTC Bulletin Board is an unorganized, inter-dealer, over-the-counter market
which  provides  significantly  less liquidity than the Nasdaq Stock market, and
quotes  for  stocks  included  on  the  OTC Bulletin Board are not listed in the
financial  sections  of newspapers as are those for the Nasdaq Stock Market.  In
addition,  the  stock  market  in recent years has experienced extreme price and
volume  fluctuations  that  have particularly affected the market prices of many
smaller  companies.  The  trading  price  of  our common stock is expected to be
subject  to  significant  fluctuations  in  response  to variations in quarterly
operating  results,  changes  in  analysts' earnings estimates, announcements of
innovations  by  us  or  our  competitors, general conditions in the industry in
which  we  operate  and  other  factors.  These  fluctuation, as well as general
economic  and  market  conditions,  may have a material or adverse effect on the
market  price  of  our  common  stock.

     Penny stock regulations may impose certain restrictions on marketability of
our  securities

The  Securities  and  Exchange  Commission  (the  "Commission")  has  adopted
regulations  which  generally  define  a "penny stock" to be any equity security
that has a market price (as defined) of less than $5.00 per share or an exercise
price of less than $5.00 per share, subject to certain exceptions.  As a result,
our  common  stock  is  subject  to  rules that impose additional sales practice
requirements  on  broker-dealers  who sell such securities to persons other than
established  customers  and accredited investors (generally those with assets in
excess  of  $1,000,000 or annual income exceeding $200,000, or $300,000 together
with  their spouse).  For transactions covered by these rules, the broker-dealer
must  make  a  special  suitability  determination  for  the  purchase  of  such
securities  and have received the purchaser's written consent to the transaction
prior  to  the  purchase.  Additionally,  for  any transaction involving a penny
stock,  unless exempt, the rules require the delivery, prior to the transaction,
of  a  risk disclosure document mandated by the Commission relating to the penny
stock  market.  The  broker-dealer  must also disclose the commission payable to
both the broker-dealer and the registered representative, current quotations for
the  securities  and,  if  the  broker-dealer  is  the  sole  market  maker, the
broker-dealer  must  disclose this fact and the broker-dealer's presumed control
over  the  market.  Finally,  monthly  statements must be sent disclosing recent
price information for the penny stock held in the account and information on the
limited  market  in  penny  stocks.  Consequently,  the  "penny stock" rules may
restrict the ability of broker-dealers to sell our securities and may affect the
ability  of  investors  to  sell  our securities in the secondary market and the
price  at  which  such  purchasers  can  sell  any  such  securities.

     Shareholders should be aware that, according to the Securities and Exchange
Commission,  the  market  for  penny  stocks  has  suffered in recent years from
patterns  of  fraud  and  abuse.  Such  patterns  include:

     -    control  of the market for the security by one or a few broker-dealers
          that  are  often  related  to  the  promoter  or  issuer;

     -    manipulation  of  prices through prearranged matching of purchases and
          sales  and  false  and  misleading  press  releases;

     -    "boiler  room"  practices  involving  high  pressure sales tactics and
          unrealistic  price  projections  by  inexperienced  sales  persons;

     -    excessive and undisclosed bid-ask differentials and markups by selling
          broker-dealers;  and

     -    the  wholesale  dumping  of  the  same  securities  by  promoters  and
          broker-dealers  after prices have been manipulated to a desired level,
          along  with  the  inevitable  collapse of those prices with consequent
          investor  losses.

     Our  management  is  aware of the abuses that have occurred historically in
the  penny  stock  market.  Although  we  do  not  expect to be in a position to

                                       11


dictate  the  behavior of the market or of broker-dealers who participate in the
market,  management  will strive within the confines of practical limitations to
prevent the described patterns from being established with respect to our common
stock.


     Additional  authorized shares of common stock and preferred stock available
for  issuance  may  adversely  affect  the  market

We  are  authorized  to issue 50,000,000 shares of our common stock.  As of July
31,  2002  there  were  14,441,052  shares  of  our  common  stock  issued  and
outstanding.  However,  the  total  number  of shares of common stock issued and
outstanding  does  not  include  the  exercise  of options or warrants.  We have
reserved  up to 13,110,281 shares of our common stock for issuance upon exercise
of  stock  options  and  warrants.  Of the reserved shares, a total of 2,075,000
shares  have  been  reserved among Flemington's 1992, 1997 and 1998 Stock Option
Plans, of which options to purchase an aggregate of 500,000, 500,000 and 787,500
shares have been issued under the respective Plans. Another 2,800,000 shares are
reserved  for  issuance  and  available  for the options granted pursuant to the
terms  of  the  employment  agreements  of  Mr.  Moroney, a former director, Dr.
Dugger,  our  CEO,  Robert  Galler, a director, and John Klein, our chairman and
Mohammed  El-Shafy,  Vice  President  of  Formulation  Development.  All of such
options  and  warrants  contain  provisions  for  cashless  exercise.

     Exercise  of  the  outstanding  convertible  securities,  will  reduce  the
percentage  of common stock held by the public stockholders.  Further, the terms
on  which  we could obtain additional capital during the life of the convertible
securities may be adversely affected, and it should be expected that the holders
of  the  convertible  securities  would exercise them at a time when we would be
able to obtain equity capital on terms more favorable than those provided for by
such  convertible securities.  As a result, any issuance of additional shares of
common  stock  may cause our current shareholders to suffer significant dilution
which  may  adversely  affect  the  market.

     In  addition  to  the  above-referenced shares of common stock which may be
issued  without  shareholder  approval,  we  have 1,000,000 shares of authorized
preferred  stock, the terms of which may be fixed by our Board of Directors.  We
presently  have no issued and outstanding shares of preferred stock and while we
have  no  present  plans  to  issue  any shares of preferred stock, our Board of
Directors  has  the authority, without shareholder approval, to create and issue
one or more series of such preferred stock and to determine the voting, dividend
and  other  rights  of  holders of such preferred stock.  The issuance of any of
such  series  of  preferred stock could have an adverse effect on the holders of
common  stock.

     Shares  eligible  for  future  sale  may  adversely  affect  the  market

Of  the  14,441,052  shares  of  common  stock (as of July 31, 2002) held by our
present stockholders, 7,774,385 shares may be available for public sale by means
of  ordinary  brokerage  transactions  in  the open market pursuant to Rule 144,
promulgated  under  the  Act, subject to certain limitations.  In general, under
Rule  144, a person (or persons whose shares are aggregated) who has satisfied a
one-year  holding  period  may,  under  certain  circumstances,  sell within any
three-month  period  a number of securities which does not exceed the greater of
1%  of the then outstanding shares of common stock or the average weekly trading
volume of the class during the four calendar weeks prior to such sale.  Rule 144
also  permits,  under certain circumstances, the sale of securities, without any
limitation,  by  a  person  who  is  not  an affiliate of Flemington and who has
satisfied  a  two-year  holding  period.  In  addition,  8,559,852 shares of our
outstanding  common  stock  are  being  registered for resale by certain selling
stockholders.

     We  have reserved up to 13,110,281 shares of common stock for issuance upon
exercise  of  various stock options and warrants, of which 1,600,000 shares were
registered  under  a  Registration Statement on Form S-8 under the Act (with the
balance registered under a registration statement of which this prospectus forms
a  part).  Although  all  of  our  officers  and directors have executed lock-up

                                       12


agreements in which they agreed not to publicly offer, sell or otherwise dispose
of  directly  or indirectly, any of our securities owned by them, until December
2002  (except  that  50% of each such person's shares have already been released
and  that  on each of September 12, 2002 and December 12, 2002, 25% of each such
person's  remaining  shares  become released from such lock-up), any substantial
sale  of  common  stock  pursuant  to Rule 144 may have an adverse effect on the
market  price  of  our  securities.

     Limitation  on  director/officer  liability

As  permitted  by  Delaware  law,  our  certificate  of incorporation limits the
liability  of  our  directors  for  monetary  damages for breach of a director's
fiduciary  duty  except  for liability in certain instances.  As a result of our
charter  provision  and  Delaware  law,  stockholders may have limited rights to
recover  against  directors  for  breach  of  fiduciary  duty.  In addition, our
certificate  of incorporation provides that we shall indemnify our directors and
officers  to  the  fullest  extent  permitted  by  law.

     We  have  no  history  of  paying  dividends  on  our  common  stock

We  have never paid any cash dividends on our common stock and do not anticipate
paying  any  cash  dividends  on our common stock in the foreseeable future.  We
plan  to  retain any future earnings to finance growth.  If we determine that we
will  pay dividends to the holders of our common stock, there is no assurance or
guarantee  that  such  dividends  will  be  paid  on  a  timely  basis.

                                Use of proceeds

     We  will  not receive any of the proceeds from the sale of the shares owned
by  the  selling securityholders.  However, we may receive funds if warrants are
exercised  for  cash.  All  of  such  warrants  contain  provisions for cashless
exercise.  We  intend  to  use all of such proceeds, if any, for working capital
and  general  corporate  purposes.  Pending  use  of  the proceeds, they will be
invested  in  short-term,  interest  bearing  securities  or money market funds.

                            Selling securityholders

     The  following  table  sets  forth  the shareholders who are offering their
shares  for  sale  under  this  prospectus,  the  amount of shares owned by such
shareholder prior to this offering, the amount to be offered by such shareholder
and  the  amount  to  be  owned by such shareholders following completion of the
offering.  The  prior-to-offering  figures  are as of April 15, 2002.  All share
numbers  are  based on information that these shareholders supplied to us.  This
table  assumes  that  each shareholder will sell all of its shares available for
sale  during  the effectiveness of the registration statement that includes this
prospectus.  Shareholders  are  not  required  to sell their shares.  Beneficial
ownership  is  determined  in  accordance  with SEC rules and includes voting or
investment  power  with  respect  to  the  securities.

     The  percentage  interest  of  each  selling securityholder is based on the
beneficial  ownership  of  that selling securityholder divided by the sum of the
current  outstanding  shares of common stock plus the additional shares, if any,
which  would be issued to that selling securityholder (but not any other selling
shareholder)  when  exercising  warrants  or  other  rights  in  the  future.

                                       13




                                        Position  with   Number of    Percentage of    Number of    Number of Shares
Name                                     The  Company   Shares Owned   Shares Owned   Shares Being    Owned After
                                                          Prior to                      Offered         Offering
                                                          Offering

                                                                                          

Eduard Orlov and Roman   Orlov, JTWROS (1)    None           641,377      4.4%               0

Christopher Hohenthal                         None            25,000        *           25,000           0

Alf Johansson                                 None            25,000        *           25,000           0

Carol Franco                                  None            40,000        *           40,000           0

Lemeau Arrot Watt                             None            33,333        *           33,333           0

Leonard Cohen                                 None            33,333        *           33,333           0

Henderson Orthopedics - Profit Sharing Plan   None            20,800        *           20,000         800

Ronald Brown                                  None            66,666        *           66,666           0

C. Ames Byrd                                  None            24,000        *           24,000           0

Gilbert Kaye Trust                            None            60,000        *           60,000           0

Robert Karsten                                None           100,000        *          100,000           0

Israel Cohen                                  None            66,666        *           66,666           0

Jerome Belson                                 None           500,000     3.45%         100,000     400,000

Harvey Ross                                   None            50,000        *           50,000           0

Gerald A. Brauser                             None           150,000     1.03%         100,000      50,000

E. Gerald Kaye                                None           200,000     1.38%         200,000           0

Michael Stahl                                 None            20,000        *           20,000           0

Marvin Sheeber                                None            34,000        *           34,000           0

G. Michael Dart                               None            60,000        *           60,000           0

Lindsay Dart                                  None            60,000        *           60,000           0

Elizabeth Dart                                None            60,000        *           60,000           0

Lindsay A. Rosenwald (2)(4)                   None        13,233,334    62.84%      13,233,334           0

                                       14


Biomedical Investment   Group, LLC (3)(4)     None         5,333,334    31.18%       5,333,334           0

Saggi Capital Corp.                           None           600,000     3.99%       280,000(5)    320,000

Bridge Ventures Inc.                          None           375,000     2.58%       280,000(6)     95,000

Lawrence Zaslow                               None            14,379        *           14,379           0

Peter Adolph                                  None            17,553        *           17,553           0

Marc Komorsky                                 None            17,553        *           17,553           0

First Montauk Securities(7)                   None            13,389        *           13,389           0

Daniel Walsh(8)                               None            37,766        *           37,766           0

Kevin Martin(9)                               None            37,765        *           37,765           0

Charles Eckert                                None            24,517        *           24,517           0

Kevin Raidy                                   None            35,003        *           35,003           0

Samuel Shipley                                None            24,517        *           24,517           0

William Wood(10)                              None             5,000        *            5,000           0

Carol Adaman(11)                              None             3,000        *            3,000           0

Trout Group(12)                               Consultant      60,000        *           60,000           0

Alexander Resources(13)                       None            10,000        *           10,000           0

Willstar Corp.(14)                            None            10,000        *           10,000           0

Mill River Capital (15)                       None            20,000        *           20,000           0

Donald Drapkin(16)                            Consultant     250,000     1.73%         250,000           0

Mohammed Abd El-Shefy(17)                     Officer        150,000     1.02%         150,000           0

Riverdale Partners(18)                        None           100,000        *          100,000           0



     *Less  than  1%

     (1)  Includes  9,712  warrants (50% of which are owned individually by each
          of Eduard and Roman Orlov) exercisable at $.75 per share which expires
          in  May  2011.
     (2)  Includes  3,950,000  warrants  exercisable  at  $.75  per  share which
          expires  in  December  2008 and 2,666,667 warrants exercisable at $.75
          per  share,  held  by Biomedical Investment Group, LLC (See Footnote 3
          below)  which  expire  in  March  2009.
     (3)  Includes 2,666,667 warrants exercisable at $.75 per share which expire
          in  March  2009.
     (4)  Biomedical  Investment Group, LLC is a limited liability company which
          is  wholly  owned  by  Lindsay  A.  Rosenwald.
                                       15

     (5)  Includes  280,000  warrants,  80,000 of which are exercisable at $1.00
          per  share  and  expire  in  January  2010  and  200,000  of which are
          exercisable  at  $.75  per  share  and  expire  in November 2010. Also
          includes  320,000  options,  200,000 of which are exercisable at $2.00
          per share and 120,000 of which are exercisable at $1.00 per share, all
          of  which  expire  in  March  2003.
     (6)  Includes  280,000  warrants,  80,000 of which are exercisable at $1.00
          per  share  and  expire  in  January  2010  and  200,000  of which are
          exercisable  at  $.75  per  share  and  expire  in  November  2010.
     (7)  Includes 13,389 warrants exercisable at $.75 per share which expire in
          May  2011.
     (8)  Includes 37,766 warrants exercisable at $.75 per share which expire in
          May  2011.
     (9)  Includes 37,765 warrants exercisable at $.75 per share which expire in
          May  2011.
     (10) Includes  5,000 warrants exercisable at $.75 per share which expire in
          December  2008.
     (11) Includes  3,000 warrants exercisable at $.75 per share which expire in
          December  2008.
     (12) Includes  60,000  warrants exercisable at $2.00 per share which expire
          in  January  2007.
     (13) Includes  10,000  warrants exercisable at $1.00 per share which expire
          in  January  2010.
     (14) Includes  10,000  warrants exercisable at $1.00 per share which expire
          in  January  2010.
     (15) Includes  20,000  warrants exercisable at $1.00 per share which expire
          in  January  2010.
     (16) Includes 250,000 non-plan options exercisable at $3.18 per share which
          expire  in  April  2012.
     (17) Includes 150,000 non-plan options exercisable at $3.02 per share which
          expire  in  May  2012.
     (18) Includes 50,000 warrants exercisable at $.75 per share which expire in
          December  2008.

                                       16


                              Plan of distribution

     In  this section of the prospectus, the term "selling securityholder" means
and  includes:  (1)  the  persons  identified in the tables above as the selling
securityholders and (2) any of their donees, pledgees, distributees, transferees
or  other  successors  in  interest  who may (a) receive any of the common stock
offered  hereby  after  the  date of this prospectus and (b) offer or sell those
shares  hereunder.

     The  common  stock offered by this prospectus may be sold from time to time
directly  by  the  selling  securityholders.  Alternatively,  the  selling
securityholders  may  from time to time offer those shares through underwriters,
brokers,  dealers,  agents or other intermediaries.  The selling securityholders
as  of  the date of this prospectus have advised us that at that time there were
no  underwriting  or  distribution arrangements entered into with respect to the
common  stock  offered  hereby.  The  distribution  of  the  common stock by the
selling  securityholders  may  be  effected in one or more transactions that may
take  place  on  the  OTC Electronic Bulletin Board (including one or more block
transaction) through customary brokerage channels, either through brokers acting
as  agents for the selling securityholders, or through market makers, dealers or
underwriters  acting  as  principals  who  may  resell  these  shares on the OTC
Electronic  Bulletin  Board;  in privately-negotiated sales; by a combination of
such  methods;  or by other means.  These transactions may be effected at market
prices  prevailing  at  the  time  of sale, at prices related to such prevailing
market  prices  or  at  other  negotiated  prices.  Usual  and  customary  or
specifically negotiated brokerage fees or commissions may be paid by the selling
securityholders  in  connection  with  sales  of  the  common  stock.

     The  selling  securityholder  may  enter  into  hedging  transactions  with
broker-dealers  in connection with distributions of the shares or otherwise.  In
such transactions, broker-dealers may engage in short sales of the shares in the
course  of  hedging  the  positions they assume with the selling securityholder.
The  selling  securityholder also may sell shares short and redeliver the shares
to  close  out  such short positions.  The selling securityholder may enter into
option  or  other transactions with broker-dealers which require the delivery to
the broker-dealer of the shares.  The broker-dealer may then resell or otherwise
transfer  such  shares  pursuant  to  this  prospectus.

     The  selling  securityholders  also  may  lend  or  pledge  the shares to a
broker-dealer.  The broker-dealer may sell the shares so lent, or upon a default
the  broker-dealer may sell the pledged shares pursuant to this prospectus.  Any
securities  covered  by  this prospectus which qualify for sale pursuant to Rule
144  promulgated under the Securities Act may be sold under Rule 144 rather than
pursuant  to  this prospectus.  The selling securityholders have advised us that
they  have  not entered into any agreements, understandings or arrangements with
any  underwriters  or  broker-dealers  regarding  the  sale of their securities.
There  is  no  underwriter  or coordinating broker acting in connection with the
proposed  sale  of  shares  by  the  selling  securityholders.

     Although  the  common  stock  covered  by this prospectus are not currently
being  underwritten, the selling securityholders or their underwriters, brokers,
dealers  or  other  agents or other intermediaries that may participate with the
selling  securityholders  in any offering or distribution of common stock may be
deemed  "underwriters"  within  the  meaning  of  the Securities Act of 1933, as
amended (the "Securities Act"), and any profits realized or commissions received
by  them  may  be  deemed  underwriting  compensation  thereunder.

     At the time a particular offer of common stock is made by or on behalf of a
selling  securityholder,  to  the  extent required under applicable rules of the
SEC,  we will prepare a prospectus supplement setting forth the number of shares
being  offered and the terms of the offering, including the name or names of any
                                       17

underwriters,  dealers,  brokers,  agents  or  other intermediaries, if any, the
purchase price paid by any underwriter for securities purchased from the selling
securityholders  and  any  discounts,  commissions  or  concessions  allowed  or
reallowed  or  paid  to  others,  and  the proposed selling price to the public.

     Under applicable rules and regulations under the Securities Exchange Act of
1934,  as  amended (the "Exchange Act"), any person engaged in a distribution of
the  common  stock offered hereby may not simultaneously engage in market making
activities  with  respect  to  the  common stock for a period of up to five days
preceding such distribution.  The selling securityholders will be subject to the
applicable  provisions  of  the  Exchange  Act  and  the  rules  and regulations
promulgated  thereunder,  including  without  limitation  Regulation  M,  which
provisions  may  limit  the  timing  of  purchases  and  sales  by  the  selling
securityholders.

     In  order  to comply with certain state securities laws, if applicable, the
common  stock  offered  hereby  will  be sold in such jurisdictions only through
registered  or licensed brokers or dealers.  In certain states, the common stock
may  not be sold unless they are registered or qualified for sale in such state,
or  unless  an  exemption from registration or qualification is available and is
obtained.

     All  costs,  expenses  and  fees in connection with the registration of the
common stock offered hereby will be borne by Flemington.  However, any brokerage
or  underwriting  commissions and similar selling expenses, if any, attributable
to  the  sale  of the common stock will be borne by the selling securityholders.

We  have  agreed  to  indemnify  certain  of the selling securityholders against
certain  liabilities, including liabilities under the Securities Act of 1933, or
to  contribute to payments to which any of those securityholders may be required
to  make  in  respect  thereof.

                                       18


          Directors, Executive Officers, Promoters and Control Persons


Officers  and  directors

          The  names  and  ages  of  the  directors  and  executive  officers of
Flemington  are  set  forth  below.  All  directors  are elected annually by the
stockholders  to  serve  until  the  next annual meeting of the stockholders and
until  their  successors  are  duly elected and qualified.  Officers are elected
annually  by  the  Board  to  service  at  the  pleasure  of  the  Board.



                                                    
Name                                 Age           Position  with  the  Company

Harry  A.  Dugger,  III,  Ph.D.      65            President,  Chief  Executive  Officer  and  Director
John  Klein                          56            Chairman  of  the  Board
Donald  Deitman                             59            Chief  Financial  Officer
Robert  F.  Schaul,  Esq.            62               Secretary  and  Director
Jack  J.  Kornreich,  Esq.           62            Director
Robert  C. Galler                    41            Vice President - Corporate Development and Director
Mohammed  Abd El-Shefy, Phd.         47            Vice President - Formulation Development


Background  of  Executive  Officers  and  Directors

Harry  A. Dugger, III, Ph.D.  Dr. Dugger is a founder of Flemington and has been
President  and  a  director  of Flemington since inception in May 1982. Prior to
founding Flemington, from June 1980 to November 1982, Dr. Dugger was employed as
Vice  President of Research and Development by Bauers-Krey Associates, a company
engaged  in  the development of pharmaceutical products.  From 1964 to 1980, Dr.
Dugger  was  Associate  Section  Head  for  Research  and  Development at Sandoz
Pharmaceuticals  Corporation.  Dr.  Dugger  received an MS in Chemistry from the
University  of  Michigan  in  1960  and  received  a Ph.D. in Chemistry from the
University  of  Michigan  in  1962.

John Klein.  Mr. Klein joined Flemington in February 2002 as a consultant and as
Chairman of its Board of Directors. From April 1996 to the present Mr. Klein has
been  affiliated  with  a  number  of  enterprises, including True North Capital
(Chairman  / Managing Director ), Kindred Healthcare (Director), US Interactive,
Inc.  (Director),  America's  Plan  (Director  and  Chairman), Coleman Co., Inc.
(Director),  Sunbeam  Corp.  (Director),  Bi  Logix,  Inc. (Director), Strategic
Business  and  Technology  Solutions,  LLC  (Chairman),  Cybear  (Director  and
Chairman) and Image Vision (Director and Vice Chairman).  From 1996 to 1998, Mr.
Klein  was Chairman and CEO of Mim Corp. From 1989 to 1996 he was President, CEO
and Director of Zenith Laboratories, Inc., which in 1995 merged into IVAX, Inc.,
of  which  Mr.  Klein  is  an  Executive Officer and President of its IVAX North
American  Multi-Source Pharmaceutical Group.  Mr. Klein holds BS and MBA degrees
from  Roosevelt  University,  Chicago,  Illinois.

Donald Deitman, Chief Financial Officer.  Mr. Deitman joined Flemington in 1998.
From  1988  until  joining  Flemington,  Mr.  Deitman was employed as a business
consultant  implementing  multi-module  MRP  II  software systems.  From 1982 to
1988,  Mr.  Deitman  was  corporate  controller  for  FCS  Industries,  Inc.  of
Flemington,  New  Jersey.  From  1975  to  1982, he was manager of materials and
systems  for the Walworth Company operations located in Linden and Elizabeth, NJ
and  from 1966 to 1975, he was employed by Ortho Pharmaceuticals, Inc. and Ortho
Diagnostics,  Inc.  Mr.  Deitman  received  a  BS  in  Accounting  from  Rutgers
University  in  1972.

                                       19


Robert  F.  Schaul,  Esq.  Mr.  Schaul  has  been a Director of Flemington since
November  1991  and  was  Vice  President,  Secretary  and  General  Counsel  of
Flemington  from November 1991 to February 1995. He has advised Flemington since
its  formation. From 1989 to 1991, Mr. Schaul was a partner with the law firm of
Glynn, Byrnes and Schaul, and for twenty years prior thereto was an attorney and
partner  with the law firm Kerby, Cooper, English, Schaul & Garvin, specializing
in  business  law and business related litigation. Mr. Schaul received a BA from
New  York  University  in  1961  and  a  JD  from  Harvard  University  in 1964.

Jack  J.  Kornreich, Esq  Mr. Kornreich has been a director of Flemington since
1996.  He  presently  acts as an independent consultant.  From 1989 to 1993, Mr.
Kornreich  was  Executive  Vice  President  and  General  Counsel  of  Circa
Pharmaceuticals  Corp.  (formerly  Bolar  Pharmaceuticals, Inc. and now known as
Watson Pharmaceutical Corp.).  From 1980 to 1989, Mr. Kornreich practiced law as
a  partner in the firm of Baum & Kornreich (from 1980 to 1984 the firm was named
Baum,  Skigen  &  Kornreich).  From  1975  to 1980, Mr. Kornreich was in private
practice.  Mr.  Kornreich  received a JD from Brooklyn Law School in 1963 and an
LLM  in  Corporate  Law  from  New  York  University  in  1975.

Robert  C.  Galler.  Mr.  Galler has been an employee and Director of Flemington
since  September,  2001.  From  1992  to  the  present,  Mr. Galler has been the
President  and  Chairman  of the Lois Joy Galler Foundation for Hemolytic Uremic
Syndrome,  a  non-profit  charity.  From  1999  to  2001,  Mr.  Galler  was Vice
President,  Corporate Development and Director of Select Therapeutics, Inc. From
1994 to 1998 Mr. Galler was a Director and advisor of Synsorb Biotech, Inc. From
1992  to  1994  Mr. Galler was an equity coordinator at Gallers Financial Group,
Inc.,  and from 1984 to 1992 he was Vice President of Investments with Gruntal &
Co.  Mr.  Galler  attended  Hofstra  University,  Hempstead,  N.Y.


Mohammed  Abd  El-Shafy,  Phd.  Dr.  El-Shafy has been an employee of Flemington
since  May  of 2002.  He serves as Vice President-Formulation Development.  From
1999  to 2002 he was employed as a Team Leader and Senior Scientist with Nastech
Pharmaceutical  Inc., Hauppauge, New York.  From 1998 to 1999 Dr. El-Shafy was a
Post-Doctoral  Fellow  at  the University of Wisconsin's School of Pharmacy.  He
received his doctorate in 1997 from the School of Pharmacy, University of Wales,
Cardiff,  Wales,  UK.  From  1983  to  1993  he  was  an  Assistant  Lecturer of
Pharmaceutical  Sciences on the Faculty of Pharmacy, Al-Azhar University, Cairo,
Egypt.

Compliance  with  Section  16(a)  of  the  Securities  Exchange  Act  of  1934

     Section 16(a) of the Securities Exchange Act of 1934 requires our directors
and  executive  officers,  and  persons who own more than ten percent (10%) of a
registered  class  of  our  equity  securities,  to file with the Securities and
Exchange  Commission  initial  reports  of  ownership  and reports of changes in
ownership  of  common stock and other equity securities of Flemington. Officers,
directors  and  greater  than  ten  percent  shareholders  are  required  by SEC
regulation  to  furnish  us  with  copies  of all Section 16(a) forms they file.

     To  our  knowledge,  based  solely  upon  its  review of the copies of such
reports  furnished  to us during the year ended July 31, 2001, all Section 16(a)
filing  requirements  applicable  to its officers and directors and greater than
ten  percent  beneficial  owners  were  satisfied.

Director  compensation

     The  Directors  of Flemington are elected annually and serve until the next
annual  meeting  of  stockholders  and  until  a  successor shall have been duly
elected  and  qualified.  Effective  February 15, 2002, Directors of Flemington,

                                       20


who are not employees or consultants receive for each meeting attended directors
fees  of  $1,000  for  their services as members of the Board of Directors. Such
Directors  are  also  reimbursed  for expenses incurred in connection with their
attendance at meetings of the Board of Directors.  Directors may be removed with
or  without cause by a vote of the majority of the stockholders then entitled to
vote.  There  were  no  other  arrangements  pursuant  to which any Director was
compensated  during  fiscal  2001  for  any  services  provided  as  a Director.

                                       21

         Security ownership of certain beneficial owners and management

          The  following  table sets forth information, as of July 31, 2002 with
respect  to  the  beneficial  ownership  of the outstanding shares of our common
stock (14,441,052 as of such date plus, where relevant for particular beneficial
owners, shares which such beneficial owner has the right to acquire), by (i) any
holder known to us owning more than five percent (5%) of the outstanding shares;
(ii)  our  officers  and  directors;  and  (iii)  the  directors and officers of
Flemington  as  a  group:


                                                                            
Name of Beneficial Owner (1)              No. of Shares of Common Stock (2)       Percentage of Class

Harry A. Dugger, III, Ph.D.                                    1,829,003(3)                12.12%

John Klein                                                          0   (4)                   ---

Donald Deitman                                                      0                         ---

Robert C. Galler                                                 700,000(5)                 4.62%

Robert F. Schaul, Esq.                                           264,310(6)                 1.80%

Jack J. Kornreich, Esq.                                          244,000(6)                 1.67%

Mohammed Abd El-Shafy                                                  0(7)                  ---

Lindsay A. Rosenwald                                          13,233,334(8)                62.84%

Biomedical Investment Group, LLC                            5,333,334(8)(9)                31.18%

All Executive Officers and Directors as           3,037,599 (3)(4)(5)(6)(7)                20.21%
 a group (7 persons)



(1)  The  address  of all holders listed herein is c/o Flemington Pharmaceutical
     Corporation,  31  State  Highway  12,  Flemington,  New  Jersey  08822.

(2)  Except  as  otherwise  indicated,  each named holder has, to our knowledge,
     sole  voting  and  investment  power  with respect to the shares indicated.
     Beneficial  ownership as reported in the table above has been determined in
     accordance  with  Instruction  (4)  to  Item  403  of Regulation S-B of the
     Exchange  Act.

(3)  Includes options to purchase 200,000 shares of common stock (exercisable at
     $.70  per  share)  issued  under the 1992 Stock Option Plan which expire in
     July  2006;  options to purchase 50,000 shares of common stock (exercisable
     at  $.70  per  share)  under  the  1997  Stock  Option Plan which expire in
     December  2006;  options  to  purchase  95,000  shares  of  common  stock
     (exercisable  at  $.70  per  share) issued under the 1998 Stock Option Plan
     which  expire in January 2005, options to purchase 300,000 shares of common
     stock  issued  outside  of the Plans (exercisable at $1.84 per share) which
     expire November 2007; 108,000 shares owned by his daughter Christina Dugger
     Sommers;  and 108,000 shares owned by his son Andrew Dugger. Dr. Dugger may
     be deemed to be a "parent" of the Company as such term is defined under the
     Federal  securities  laws.

(4)  Does  not  include  Non-Plan  options, issued in February 2002, to purchase
     1,000,000  shares  of common stock at an exercise price of $2.40 per share.
     These  options  vest in three equal annual installments, beginning in 2003,
     and  expire  in  January  2012.

(5)  Mr.  Galler  was  granted  Non-Plan options to purchase 1,050,000 shares of
     common  stock,  at  an  exercise price of $0.75 per share. 700,000 of these
     options  are  vested;  the  remaining  350,000  options  are  subject  to
                                       22

     a condition precedent which has not yet been met. The vested options expire
     in  September  2011.


(6)  Includes:  20,000  options,  issued under the 1992 Option Plan, to purchase
     common  stock  at  an  exercise  price of $.63 per share, expiring in July,
     2006;  25,000 options issued under the 1997 Option Plan, to purchase common
     stock  at  an  exercise  price  of  $.63 per share, expiring in March 2008;
     10,000  options issued under the 1998 Option Plan, to purchase common stock
     at  an exercise price of $.63 per share, expiring in September 2009: 95,000
     options  issued  under the 1998 Option Plan, to purchase common stock at an
     exercise  price  of  $.63  per  share, expiring in January 2010; and 75,000
     options  issued  under the 1998 Option Plan, to purchase common stock at an
     exercise  price  of  $2.63  per  share,  expiring  in  February  2012.

(7)  Does  not include Non-Plan options, issued in May 2002, to purchase 150,000
     shares of common stock at an exercise price of $3.02 per share. The options
     vest  equally  in  November  2002,  May 2003 and May 2004 and expire in May
     2012.

(8)  Includes  3,950,000  shares  of  common  stock  and  warrants  to  purchase
     3,950,000  shares  of  common  stock at an exercise price of $.75 per share
     which  expire  in  December  2008. Also includes 2,666,667 shares of common
     stock  and 2,666,667 warrants to purchase 2,666,667 shares of common stock,
     which expire in March 2009, owned by Biomedical Investment Group, LLC which
     is a  limited  liability  company  wholly  owned  by  Lindsay A. Rosenwald.

(9)  Includes  warrants  to  purchase  2,666,667  shares  of  common stock at an
     exercise  price  of  $.75  per  share  which  expire  in  March  2009.


                          Description of Securities

General

     The  following  description  of  our  capital  stock does not purport to be
complete  and  is subject to and qualified in its entirety by our certificate of
incorporation  and  bylaws,  which  are included as exhibits to the registration
statement  of  which  this  prospectus  forms  a  part,  and  by  the applicable
provisions  of  Delaware  law.

     We  are  authorized to issue up to 50,000,000 shares of common stock, $.001
par  value  per share, of which 14,441,052 shares were issued and outstanding as
of  July  31, 2002. Our certificate of incorporation authorizes 1,000,000 shares
of  "blank  check"  preferred  stock,  none  of  which  are  outstanding.

Common  Stock

     Subject  to  the  rights  of holders of preferred stock, if any, holders of
shares of our common stock are entitled to share equally on a per share basis in
such dividends as may be declared by our Board of Directors out of funds legally
available therefore.  There are presently no plans to pay dividends with respect
to the shares of our common stock.  Upon our liquidation, dissolution or winding
up,  after payment of creditors and the holders of any of our senior securities,
including  preferred stock, if any, our assets will be divided pro rata on a per
share  basis  among  the  holders of the shares of our common stock.  The common
stock  is  not  subject  to any liability for further assessments.  There are no
conversion or redemption privileges nor any sinking fund provisions with respect
to the common stock and the common stock is not subject to call.  The holders of
common  stock  do  not  have  any  pre-emptive  or  other  subscription  rights.

     Holders  of  shares  of common stock are entitled to cast one vote for each
share  held  at  all  stockholders'  meetings  for  all  purposes, including the
election of directors.  The common stock does not have cumulative voting rights.

                                       23


     All  of  the  issued and outstanding shares of common stock are fully paid,
validly  issued  and  non-assessable.

Preferred  Stock

     None  of  the  1,000,000  "blank  check"  preferred  shares  are  currently
outstanding.  Our  Board of Directors have the authority, without further action
by  the  holders  of  the outstanding common stock, to issue shares of preferred
stock  from  time to time in one or more classes or series, to fix the number of
shares  constituting  any  class  or  series  and  the  stated value thereof, if
different  from the par value, and to fix the terms of any such series or class,
including dividend rights, dividend rates, conversion or exchange rights, voting
rights,  rights and terms of redemption (including sinking fund provisions), the
redemption  price  and  the  liquidation  preference  of  such  class or series.

Warrants

     As  of  July  31,  2002,  we had 8,482,781 warrants outstanding as follows:
680,000 publicly traded warrants exercisable at $5.80 per share; 68,000 warrants
exercisable  at $9.74 per share; 68,000 warrants exercisable at $5.80 per share;
100,000 warrants exercisable at $2.50 per share; 200,000 warrants exercisable at
$1.00  per share; 60,000 warrants exercisable at $2.00 per share and the balance
at  $.75  per  share.  All  of  such  warrants  contain  provisions for cashless
exercise.

     The  exercise  price of the warrants and the number of shares issuable upon
exercise  of  the warrants are subject to adjustment to protect against dilution
in  certain  events  such  as  stock  splits,  combinations,  subdivisions  and
reclassifications.

Publicly  Traded  Class  A  Warrants

     The  following  statements  are summaries of the Warrant Agreement (defined
below)  and  are  qualified  in  their  entirety  by  reference  to  the Warrant
Agreement,  which  is  incorporated  herein  in  its  entirety  by  reference.

     In  connection  with  our  initial public offering, 680,000 of our publicly
traded  warrants  were  issued  pursuant  to  a  warrant agreement (the "Warrant
Agreement") between Flemington and American Stock Transfer and Trust Company, as
Warrant  Agent,  and  are  evidenced by warrant certificates in registered form.

     Each  warrant  entitles the holder to purchase one share of common stock at
an exercise price, subject to adjustment, of $5.80 at any time during the period
ending  at  5:00 P.M., New York City time, on November 18, 2002 (the "Expiration
Date"),  unless  previously  redeemed.

     The  warrants are subject to redemption by the Company upon 30 days written
notice  at $.10 per Warrant, if the last sale price of the common stock has been
at  least 200% of the current warrant exercise price, subject to adjustment, for
at  least  twenty consecutive trading days ending within three days prior to the
date  on which notice of redemption is given. The right to purchase common stock
will  be  forfeited  unless  exercised  before  the  date  of  notice.

     The  exercise  price of the warrants and the number of shares issuable upon
exercise  of  the warrants are subject to adjustment to protect against dilution
in  certain  events  such  as  stock  splits,  combinations,  subdivisions  and
reclassifications.

                                       24


     Warrants  may  be exercised upon surrender of the warrant certificate on or
prior  to  the  Expiration  Date  (or  earlier redemption date) at the office of
American  Stock  Transfer  &  Trust  Company,  the  Warrant  Agent,  with  the
Subscription  Form  on the reverse side of the warrant certificate completed and
executed  as  indicated,  accompanied  by payment of the full exercise price (by
certified  or  bank  check payable to the order of Flemington) for the number of
shares  with  respect  to  which the warrants are being exercised. Shares issued
upon  exercise  of  warrants  and  payment  in  accordance with the terms of the
warrants  will  be  fully  paid  and  non-assessable.

     The  warrants  do  not  confer  upon the warrant holder any voting or other
rights  of  a  stockholder  of  Flemington.  Upon notice to the warrant holders,
Flemington  has  the right to reduce the exercise price or extend the Expiration
Date  of  the  warrants.

     Upon the exercise of the warrants, Flemington may pay NASD members a fee of
5%  of  the aggregate exercise price if (i) the market price of our common stock
on  the date the warrant is exercised is greater than the then exercise price of
the warrants; (ii) the exercise of the warrant was solicited by a member of NASD
and  the  customer  states  in  writing  that  the transaction was solicited and
designates  in  writing  the  broker-dealer  to  receive  compensation  for  the
exercise;  (iii)  the  warrant  is  not  held  in  a discretionary account; (iv)
disclosure  of  compensation  arrangements  were  made  both  at the time of the
offering  and  at the time of exercise of the warrants; and (v) the solicitation
of  exercise  of  the  warrant  was not in violation of Regulation M promulgated
under  the  Exchange  Act.

Limitation  on  liability  of  directors

     Our  certificate  of  incorporation  provides that a director of Flemington
will  not  be  personally  liable to Flemington or its stockholders for monetary
damages  for  breach  of  the  fiduciary  duty  of care as a director, including
breaches which constitute gross negligence.  By its terms and in accordance with
the Delaware General Corporation Law, however, this provision does not eliminate
or  limit  the  liability  of  a  director  of  Flemington (i) for breach of the
director's  duty  of loyalty to Flemington or its stockholders, (ii) for acts or
omissions  not  in  good  faith  or  which involve international misconduct or a
knowing  violation  of  law,  (iii)  under  Section  174 of the Delaware General
Corporation  Law  (relating  to unlawful payments or dividends or unlawful stock
repurchases  or  redemptions)or  (iv)  for  any  improper  benefit.

Dividend  policy

     We  have not paid any dividends on our common stock since our inception and
do  not  intend  to pay dividends on our common stock in the foreseeable future.
Any  earnings which we may realize in the foreseeable future will be retained to
finance  the  growth  of  Flemington.

Shares  eligible  for  future  resale

     Of  the 14,441,052 shares of common stock held by our present stockholders,
7,774,385 shares may be available for public sale by means of ordinary brokerage
transactions in the open market pursuant to Rule 144, promulgated under the Act,
subject  to  certain  limitations.  In  general,  under  Rule  144, a person (or
persons whose shares are aggregated) who has satisfied a one-year holding period
may, under certain circumstances, sell within any three-month period a number of
securities  which  does  not  exceed  the  greater of 1% of the then outstanding
shares  of common stock or the average weekly trading volume of the class during
the  four  calendar  weeks  prior  to  such  sale.  Rule 144 also permits, under
certain  circumstances,  the  sale  of  securities, without any limitation, by a
person  who  is  not an affiliate of Flemington and who has satisfied a two-year
holding  period.  In  addition, 8,559,852 shares of our outstanding common stock
have  been  registered  for  resale  hereunder  by  the selling securityholders.
                                       25


Transfer  agent  and  registrar

     The  transfer  agent  and  registrar for our common stock is American Stock
Transfer  &  Trust  Company,  59  Maiden  Lane,  New  York,  NY  10038.

Disclosure  of  commission  position  on  indemnification  for  securities  act
liabilities

     Our  bylaws  provide  that we will indemnify our officers and directors and
for  all costs and expenses incurred by them on account of their being or having
been  directors  or  officers  of  Flemington.

     Section  145 of the Delaware General Corporation Law (the "GCL") empowers a
corporation  to  indemnify  its directors and officers and to purchase insurance
with  respect  to  liability  arising  out of the performance of their duties as
directors  and  officers.  The  GCL  provides  further  that the indemnification
permitted  thereunder shall not be deemed exclusive of any other rights to which
the  directors and officers may be entitled under the corporation's by-laws, any
agreement,  vote  of  stockholders  or  otherwise.

     Article  Ninth  of our Certificate of Incorporation eliminates the personal
liability  of  directors  to  the fullest extent permitted by Section 102 of the
GCL.  Article  Tenth  provides  for indemnification of all persons whom we shall
have  the  power  to  indemnify  pursuant  to  Section  145  of  the  GCL.

     The  effect  of  the  foregoing  is  to  require  Flemington  to the extent
permitted  by  law to indemnify the officers and directors of Flemington for any
claim  arising  against such persons in their official capacities if such person
acted  in good faith and in a manner that he reasonably believed to be in or not
opposed  to  the best interests of Flemington, and, with respect to any criminal
action  or  proceeding,  had  no  reasonable  cause  to  believe his conduct was
unlawful.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act  may  be permitted to directors, officers or persons controlling
Flemington  pursuant  to the foregoing provisions, we have been informed that in
the  opinion of the Commission, such indemnification is against public policy as
expressed  in  the  Securities  Act  and  is  therefore  unenforceable.

                                  Our business

Summary

     Flemington is engaged in consulting activities and the development of novel
application  drug  delivery  systems  for  presently  marketed  prescription and
over-the-counter ("OTC") drugs.  Flemington's (both patented and patent-pending)
delivery  systems  are lingual sprays, enabling drug absorption through the oral
mucosa  and  more rapid absorption into the bloodstream than presently available
oral delivery systems.  Our proprietary oral dosage delivery systems enhance and
greatly  accelerate  the  onset  of the therapeutic benefits which the drugs are
intended  to  produce.  We  refer to our delivery systems as Immediate-Immediate
Release (I2RTM) because our delivery systems are designed to provide therapeutic
benefits within minutes of administration.  Flemington's development efforts for
its  novel  drug  delivery  systems  are concentrated on drugs which are already
available  and  proven  in  the  marketplace.  In  addition  to  increasing
bioavailability  by  avoiding  metabolism  by  the  liver  before entry into the
bloodstream,  we  believe  that  our  proprietary  delivery  systems  offer  the
following  significant advantages:  (i) improved drug safety profile by reducing
the required dosage, including possible reduction of side-effects; (ii) improved
dosage  reliability;  (iii)  allowing  medication to be taken without water; and
(iv)  improved  patient  convenience  and  compliance.

                                       26


     In  light  of the material expense and delays associated with independently
developing  and  obtaining approval of pharmaceutical products, we will continue
to  seek  to develop such products through collaborative arrangements with major
pharmaceutical  companies,  which  will fund that development.  Due to our small
revenue  base, low level of working capital and inability to increase the number
of development agreements with pharmaceutical companies, we have has been unable
to  aggressively  pursue  its  product  development  strategy.  We  will require
significant  additional financing and/or a strategic alliance with a well-funded
development  partner  to  undertake  our  business  plan.

     Since  our  inception  in  1982,  we  have  been  a  consultant  to  the
pharmaceutical  industry,  focusing on product development activities of various
European  pharmaceutical  companies,  and  since  1992  has  used our consulting
revenues  to  fund  our own product development activities.  Our recent focus on
developing  our  own products evolved naturally out of our consulting experience
for other pharmaceutical companies.  Substantially all of our revenues have been
derived  from  our  consulting  activities.  In  1998, we changed the name under
which we perform our consulting activities from Pharmaconsult to FPC Consulting.
Our  principal  business address is 31 State Highway 12, Flemington, New Jersey,
08822,  and  our  telephone  number  is  (908)  782-3431.

Recent  Developments

     Filing  of  two  Estradiol  INDs  and  initiation  of  Phase  II  Studies

     In  mid-1999,  as  part  of  our  joint  development  agreement  with  Nace
Resources,  (see  Development  Agreements,  below),  we completed our open label
clinical  pilot  study of our Estradiol lingual spray product. In the opinion of
management, the results of the study were favorable. We believe that the product
would  be appropriate for premenstrual migraine, for treatment of hot flashes in
post-  and  perimenopausal  women  and as a long-term, low-dose, low side-effect
treatment of post-menopausal symptomsA Pre-IND meeting with FDA was held in the
third  quarter  of  2000  and,  based on the results of that meeting, a plan for
further  development  was  prepared.  Two INDs were subsequently filed - one for
vasomotor symptoms and a second for treatment of menstrual migraines.  Both INDs
were approved in 2000.  Under the vasomotor IND a pilot study was started to see
if  rapid  relief  of hot flushes could be obtained with the lingual spray.  The
study, due to the small number of subjects and/or the study design, was not able
clearly  to demonstrate an advantage for the rapid relief of vasomotor symptoms.
At  this  time  a  study large enough to demonstrate this rapid relief and/or to
demonstrate  the  utility  of the Lingual Spray for maintenance therapy has been
delayed  pending identification of a partner to fund the studies.  A pilot study
under  the  second  IND was planned to start in the fourth quarter 2000, but has
been  delayed  until  a  partner  has  been identified to fund the study. We are
presently  engaged  in  discussions with potential partners which would fund the
further  development  of  the  product  and  the  necessary  regulatory filings.

     Doxylamine  Succinate  Lingual  Spray

          Flemington has developed a formulation and performed stability studies
for  doxylamine succinate as a sleep-inducing agent.  Flemington has conducted a
pilot  clinical  study.  The  study  did not support the use of the product as a
fast-onset  OTC  sleep inducer so reformulation is necessary.  The earliest time
that  we  could reasonably expect to have a commercially salable product in this
category  is  early  2003.

                                       27


     Loratadine  Lingual  Spray

     A  loratadine lingual spray formulation has been developed and successfully
undergone  stability  testing.  A Pre-IND meeting with FDA was held in the third
quarter  of  2000  and  based  on the results of that meeting a plan for further
development  was  prepared.  An  IND  was  filed and a pharmacokinetic study was
carried out under this IND to compare the plasma levels following administration
of  a 5.0 mg and a 2.5 mg lingual spray to those after administration of a 10 mg
tablet. Both lingual spray doses resulted in higher plasma levels concentrations
than  the  10  mg  tablet. In the case of the 5.0 mg dose the peak plasma levels
were greater than twice those of the tablet and those after the 2.5 mg dose were
about  50%  higher.  Therapeutic  plasma  levels  based  on the claimed start of
antihistaminic  effect for the Claritin tablet (1-3 hours) were achieved between
24 and thirty minutes. Flemington is presently seeking a partner to develop this
product.

     Clemastine  Lingual  Spray

     The formulation of clemastine lingual spray that was terminated by Novartis
in 1998 was revised and a Pre-IND meeting with FDA was held in the third quarter
of  2000.  Based  on  the results of that meeting a plan for further development
was  prepared  and an IND was filed.  A pilot nasal challenge efficacy study was
initiated in the second quarter of 2000. This study tested the relative response
of  subjects challenged with allergy producing substances to an OTC tablet (1.34
mg)  and a lingual spray dose of 0.68 mg.  The antihistamine was administered 15
minutes  prior to the challenge.  The results showed that the spray had the same
antihistaminic effect when compared to placebo at 45 minutes after dosing as the
tablet  even  though  the  dose  was only half that of the tablet.  Eight of the
parameters  measured in the study showed a clear trend that the spray was better
than  the  tablet and the tablet was better than placebo.  Even though the study
was  only  a  pilot  study,  the  results  appear  to support the concept that a
clemastine  lingual  spray  could  be  the  first OTC non-sedating antihistamine
product in that there were two cases of drowsiness when the tablet was given and
one with the placebo but none when the lingual spray was administered.  A larger
confirmatory  study  as  well as other pilot studies are planned.  Flemington is
seeking  a  partner  to  develop  this  product.

     Replacement  Lingual  Spray

     Pursuant  to  a  prior  agreement  with  Novartis  (see  Agreements below),
formulation development was carried out to formulate a replacement lingual spray
for  one  of their products.  Formulation work was completed and the samples for
the  planned  pharmacokinetic  study were manufactured and tested for stability.
Recently, Novartis divested itself of that product; discussions are ongoing with
the  firm  which  acquired  the  product  and  with  other alternative partners.

     Lavipharm  Lingual  Spray

     Pursuant  to  an  agreement  with  Lavipharm  Laboratories  a  formulation
development  company (see Agreements below), formulation development was started
in  the  second  quarter  of  2001  to formulate a compound of their choice as a
lingual  spray. Lavipharm had been unsuccessful in formulating the drug in their
drug  delivery  systems  to  achieve a rapid increase in blood levels and faster
onset  of  action.  It is contemplated that after confirmation of the ability of
Flemington's  lingual  spray  formulation  to deliver a rapid increase in plasma
levels  is  demonstrated in a pilot pharmacokinetic study that a program will be
developed  to  further develop the product. Lavipharm is paying the costs of the
formulation  development  and  the  pilot  pharmacokinetic  study.

                                       28


Development  Agreements

     In November 1996, we entered into an Agreement with Altana Inc. ("Altana"),
a U.S. subsidiary of Altana GmbH, under which we agreed to prepare for Altana an
Abbreviated  New  Drug Application ("ANDA") for our patent-pending lingual spray
for  treatment  of  angina.  Under the terms of the Agreement, Altana will, upon
approval  of  the product by the FDA, market the product in the U.S., and source
all  of  its related product requirements from us. We were paid a consulting fee
for  preparation  of the ANDA. In March 1998, the FDA refused to accept the ANDA
for  filing. Subsequently, Flemington and Altana met with representatives of FDA
and  agreed  upon a plan for us to file an NDA under Section 505(1)(b)(2) of the
Act,  together  with two agreed-upon small clinical trials. Altana has agreed to
fund  those  trials  and  to  pay  us  a  consulting  fee in connection with our
preparation  of  the NDA and our oversight of the trials. Those trials presently
are  underway.

     In  February  1998, we entered into a joint development agreement with Nace
Resources,  Inc.  (now  Nace Pharma) of Highland Park, Illinois ("Nace") for the
development of various products using Flemington's delivery technologies.  Under
the  terms of such agreement, Flemington and Nace will conduct a series of pilot
studies  (at the parties' joint expense) to validate the efficacy of the various
products  being  tested.  If  Flemington and its partners are satisfied with the
results  of  a  particular  pilot study, the parties will seek a license to fund
further  trials  to  support  applications  with  the FDA and foreign regulatory
agencies.  Under  such  agreement,  we will conduct the clinical trials and file
all  approval applications, and Flemington and our partner will share equally in
the  expenses  and  profits  (if  any) arising from such arrangements. The first
product  identified  for  development  studies  is  estradiol.

     During  1999 the estradiol clinical study was completed to the satisfaction
of  Flemington  and  Nace.  During  2000  two INDs were filed, one for Vasomotor
relief (hot flushes) and one for abortive treatment of migraines associated with
the  menses.  A  phase  II  study  was  conducted  under  the  Vasomotor  IND to
investigate  the  possibility  of  rapid  relief  of  hot  flush  symptoms  on
administration of the lingual spray. Additional work is dependent on obtaining a
partner  firm  to  finance  the  development.

     In  2000,  Flemington  entered  into  a  joint  development  agreement with
Lavipharm  Laboratories  to  develop a lingual spray formulation of a product of
its  choice. Formulation work has been completed and the samples for a follow-on
pilot  pharmacokinetic study are being prepared for stability testing. Following
stability  testing a second pharmacokinetic study comparing plasma levels of the
drug  after  administration  of  the  spray  at low dose levels and the standard
tablet  is  planned.  Lavipharm  is  financing  the  project.

Business  Strategy

     Flemington's  strategy is to concentrate our product development activities
primarily  on  those  pharmaceuticals  for  which  there already are significant
prescription  and  OTC  sales, where the use of Flemington's innovative delivery
systems  will  greatly enhance speed of onset of therapeutic effect, reduce side
effects  through  a reduction of the amount of active drug substance required to
produce  a  given  therapeutic  effect,  and  improve  patient  convenience  or
compliance.

     In  light  of the material expense and delays associated with independently
developing  and  obtaining approval of pharmaceutical products, we will continue
to  seek  to develop such products through collaborative arrangements with major
pharmaceutical  companies,  which  will  fund  that  development.  Flemington is
presently  a  party  to  such  a development agreement with Altana.  Our lack of
working  capital  has  impaired  our  ability  to  pursue  our  strategy.  See
"Management  Discussion  and  Analysis."

                                       29


Patented  and  Patent  Pending  Delivery  Systems

     Flemington  has  patent  applications  pending for two oral dosage delivery
systems,  the  Lingual (Oral) Spray and the Soft Gelatin Bite Capsule, for which
FDA  approval  is  not  a  prerequisite  for  patent  approval (See "Patents and
Protection  of  Proprietary  Information"  below).  The  expected  year  of
marketability  will vary depending upon the specific drug product with which the
delivery  system  will  be  utilized. Each individual use of the delivery system
will  require  registration and/or approval with the FDA prior to marketability,
and  the  amount of regulatory oversight required by the FDA will also depend on
the  specific type of drug product for which the delivery system is implemented.
The following are descriptions of the two oral dosage delivery systems for which
patent  applications  are  either  granted  or  pending:

     Lingual  (Oral)  Spray.  Flemington's  aerosol  and pump spray formulations
release  the  drug  in  the  form  of  a  fine mist into the mouth for immediate
absorption into the bloodstream via the mucosal membranes.  We believe that this
delivery  system  offers  certain  advantages,  including  improving  the safety
profile  of  certain  drugs  by  lowering  the  required  dosage, improving dose
reliability, and allowing medication to be taken without water.  Drug absorption
through the mucosal membranes of the mouth is rapid and minimizes the first-pass
metabolism  effect  (i.e.,  total or partial inactivation of a drug as it passes
through  the  gastrointestinal  tract  and  liver).

Proposed  Products

     Flemington's  proposed products described below are subjected to laboratory
testing  and  stability  studies  and  tested  for therapeutic comparison to the
originators' products by qualified laboratories and clinics.  To the extent that
two  drug  products with the same active ingredients are substantially identical
in  terms  of  their  rate  and  extent  of  absorption  in  the  human  body
(bioavailability),  they  are considered bioequivalent.  If the accumulated data
demonstrates  bioequivalency,  submission  is  then made to the FDA (through the
filing  of  an  ANDA) for its review and approval to manufacture and market.  If
the  accumulated  data demonstrates that there are differences in the two drugs'
rate  and extent of absorption into the human body, or if it is intended to make
additional  or  different  claims  regarding  therapeutic  effect  for the newly
developed  product,  submission  is made to the FDA via a NDA for its review and
approval under Section 505(1)(b)(2) or Section 505(b)(2) of the FDC Act.  An NDA
submitted under these sections of the FDC Act are generally less complex than an
ordinary  NDA and are usually acted upon by FDA in a shorter period of time.  It
is our expectation that the majority of our products in development will require
the  filing  of  these shorter versions of an NDA because the products are known
chemical  entities, but Flemington or our licensees will be making new claims as
to  therapeutic  effects  or  lessened  side  effects,  or  both.

     Flemington estimates that development of new formulations of pharmaceutical
products,  including  formulation, testing and obtaining FDA approval, generally
takes  three  to  five  years  for  the  ANDA  process.  Development of products
requiring  additional  clinical  studies  under Section 505(b)(2) NDAs, may take
four  to  seven  years.  There  can be no assurance that our determinations will
prove  to  be  accurate  or that pre-marketing approval relating to our proposed
products  will  be  obtained  on  a  timely  basis,  or  at all. See "Government
Regulation."

     Flemington's  initial proposed products fall into the following therapeutic
classes:

-     Estradiol  Lingual  Spray

     Several  new "non-estrogen" products have recently been introduced to treat
osteoporosis  without  the  associated  side  effects  of  estrogens. Due to the

                                       30


non-estrogen nature of these products, we believe that patients often experience
"hot-flashes"  and  find  it  difficult to maintain the required dosage regimen.
The  lingual  spray  is  intended  to  relieve the "hot-flashes" within minutes,
which,  we  believe,  will  allow  such patients to maintain the required dosage
regimen  more  easily.  We  have  completed  preformulation  development of this
product,  and have manufactured and packaged supplies for stability and clinical
studies.  The pilot clinical study was completed in mid-1999 and we consider the
results  of  that  study to be favorable. A Pre-IND meeting with FDA was held in
the  third  quarter  of 2000 and based on the results of that meeting a plan for
further  development  was  prepared.  Two INDs were subsequently filed - one for
vasomotor symptoms and a second for treatment of menstrual migraines.  Both INDs
were approved in 2000.  Under the vasomotor IND a pilot study was started to see
if  rapid  relief  of hot flushes could be obtained with the lingual spray.  The
study  results  have  been received.  A pilot study under the second IND will be
carried  out  when  a  development  partner  has  successfully  been identified.

-     Doxylamine  Succinate  Lingual  Spray

     Flemington  has developed a formulation and performed stability studies for
doxylamine  succinate  as  a  sleep-inducing  agent.  We  have conducted a pilot
pharmacokinetic study comparing two doses of the lingual spray to those obtained
after  administration of the tablet.  The results did not show any advantage for
the  lingual  spray  except  possible  ease  of administration for those such as
phagic  patients, the elderly or children who cannot take or do not like to take
tablets.  It  is  believed  that  the very water soluble nature of the succinate
salt  was  the  cause  of these results.  Re-formulation was started to make the
product  less  water soluble and more suitable for fast onset. These efforts are
on  hold pending identification of a partner to finance the further development.

-     Cardiovascular  (Nitroglycerin)

     Flemington's  Nitroglycerin  product  has  been  formulated  and  stability
testing  has  been  completed.  A  United States patent was issued in 1999. This
product  is  subject  to  a  license  agreement  with  Altana.  See  " -- Recent
Developments."  An  IND  has  been filed with the FDA and a program for clinical
trials has begun.  It is expected an NDA will be filed during the fourth quarter
of  2002.

-     Loratadine  Lingual  Spray

     A  loratadine lingual spray formulation has been developed and successfully
undergone  stability  testing.  A Pre-IND meeting with FDA was held in the third
quarter  of  2000  and  based  on the results of that meeting a plan for further
development  was prepared.  An IND was filed in the fourth quarter of 2000 and a
pharmacokinetic  study  was  completed  in the second quarter of 2001.  Phase II
clinical  trials  are  presently  under  way.

-     Clemastine  Lingual  Spray

     The formulation of clemastine lingual spray that was terminated by Novartis
in 1998 was revised and a Pre-IND meeting with FDA was held in the third quarter
of  2000.  Based  on  the results of that meeting a plan for further development
was  prepared  and an IND was filed.  A pilot nasal challenge efficacy study was
initiated  in the second quarter of 2000 and was completed in the fourth quarter
of  2000.  This  study  tested the relative response of subjects challenged with
allergy producing substances to an OTC tablet (1.34 mg) and a lingual spray dose
of  0.68  mg.  The  antihistamine  was  administered  15  minutes  prior  to the
challenge.  The results showed that the spray had the same antihistaminic effect
when  compared  to  placebo at 45 minutes after dosing as the tablet even though
the  dose was only half that of the tablet.  Eight of the parameters measured in
the study showed a clear trend that the spray was better than the tablet and the
tablet  was  better than placebo.  Even though the study was only a pilot study,
the  results  support  the  concept that a clemastine lingual spray could be the
first  OTC  non-sedating  antihistamine  product in that there were two cases of
drowsiness  when the tablet was given and one with the placebo but none when the

                                       31


lingual  spray  was administered.  A larger confirmatory study, as well as other
pilot  studies,  is  planned.  We are seeking a partner to develop this product.

Marketing  and  Distribution

     We  intend, generally, to license products developed with our technology to
drug companies already selling such drug substances under their own brand names,
or  to  market  our  products  to pharmaceutical wholesalers, drug distributors,
drugstore  chains,  hospitals,  United  States  governmental  agencies,  health
maintenance  organizations  and  other  drug  companies.  It is anticipated that
promotion of our proposed products will be characterized by an emphasis on their
distinguishing  characteristics,  such  as dosage form and packaging, as well as
possible  therapeutic advantages of such products.  We will seek to position our
proposed  products as alternatives or as line extensions to brand-name products.
We believe that to the extent that our formulated products are patent-protected,
such  formulations  may offer brand-name manufacturers the opportunity to expand
their  product  lines.  Alternatively,  products  which  are not patented may be
offered  to  brand-name  manufacturers  as  substitute  products  after  patent
protection  on  existing  products  expire.

     Inasmuch  as  we  do not have the financial or other resources to undertake
extensive  marketing  activities,  we  generally  intend  to  seek to enter into
marketing  arrangements,  including  possible  joint  ventures  or  license  or
distribution  arrangements, with third parties. We believe that such third-party
arrangements  will  permit  us to maximize the promotion and distribution of our
products  while  minimizing  our  direct marketing and distribution costs. Other
than  the  aforementioned agreements for our proposed lingual spray products for
angina,  we have not entered into any agreements or arrangements with respect to
the  marketing  of  our  proposed products and there can be no assurance that we
will  do  so in the future. There can be no assurance that our proposed products
can  be  successfully  marketed.

     Strategies  relating to marketing of Flemington's other proposed formulated
products  have  not  yet been determined; these will be formulated in advance of
anticipated  completion  of  development  activities  relating to the particular
formulated  product.  We  have no experience in marketing or distribution of our
proposed proprietary products, and our ability to fund such marketing activities
will require us to raise additional funds and/or consummate a strategic alliance
or  combination  with  a  well-funded  business  partner.

Manufacturing

     Flemington  has  entered  into an agreement with a contract manufacturer in
Pennsylvania.  Flemington  will  manufacture  all  of  its  spray  products  for
clinical studies at that facility.  Within the next year, Flemington anticipates
internalizing  its  spray  manufacturing  requirements.

     It  is  anticipated  that  we  will  arrange with third-party suppliers for
supplies  of  active  and  inactive  pharmaceutical  ingredients  and  packaging
materials  used  in the manufacture of our proposed products.  It is our present
intent  to  seek  to  enter  into  similar  manufacturing arrangements for other
products  to  be  developed  by  us  in  the  future.

     The  manufacture of Flemington's pharmaceutical products will be subject to
current  Good  Manufacturing  Processes  ("cGMP")  prescribed  by  the  FDA, and
pre-approval  inspections  by  the  FDA  and  foreign  authorities  prior to the
commercial  manufacture  of  any  such products. See "Government Regulation" and
"Raw  Materials  and  Suppliers."

                                       32


     In  addition,  the  raw  materials  necessary  for  the  manufacture of the
Flemington's products will, in all likelihood, be purchased by us from suppliers
in  the  United  States,  Europe  and  Japan  and delivered to our manufacturing
facilities by such suppliers.  Accordingly, Flemington and our manufacturers may
be subject to various import duties applicable to both finished products and raw
materials and may be affected by various other import and export restrictions as
well  as  other  developments  impacting  upon  international  trade.  These
international  trade  factors  will, under certain circumstances, have an impact
both  on the manufacturing cost (which will, in turn, have an impact on the cost
to  us  of  the manufactured product) and the wholesale and retail prices of the
products to be manufactured abroad.  To the extent that transactions relating to
the  foreign  manufacture of our proposed products and purchase of raw materials
involve  currencies  other  than  United  States dollars (e.g., Swiss francs and
Euros),  the operating results of Flemington will be affected by fluctuations in
foreign  currency  exchange  rates.

Raw  Materials  and  Suppliers

     Flemington  believes that the active ingredients used in the manufacture of
its  proposed  pharmaceutical  products  are  presently  available from numerous
suppliers  located  in  the United States, Europe and Japan.  Generally, certain
raw  materials,  including  inactive  ingredients,  are available from a limited
number  of  suppliers  and  certain  packaging  materials  intended  for  use in
connection  with  Flemington's lingual spray products that may only be available
from  sole  source  suppliers.  Although  we  believe that we will not encounter
difficulties  in  obtaining  the  inactive  ingredients  or  packaging materials
necessary  for  the  manufacture of our products, there can be no assurance that
Flemington  or  our  manufacturers  will  be  able  to  enter  into satisfactory
agreements  or  arrangements  for  the purchase of commercial quantities of such
materials.  The  failure  to  enter  into  agreements  or  otherwise arrange for
adequate  or  timely  supplies  of  principal  raw  materials  and  the possible
inability  to  secure  alternative sources of raw material supplies could have a
material  adverse  effect  on  the  ability  to manufacture formulated products.

     Development and regulatory approval of Flemington's pharmaceutical products
are  dependent  upon  Flemington's  ability  to  procure  active ingredients and
certain  packaging  materials from FDA-approved sources.  Since the FDA approval
process  requires  manufacturers  to  specify their proposed suppliers of active
ingredients  and certain packaging materials in their applications, FDA approval
of  a supplemental application to use a new supplier would be required if active
ingredients  or  such  packaging  materials  were  no  longer available from the
specified supplier, which could result in manufacturing delays.  Accordingly, we
will  seek  to  locate  alternative  FDA  approved  suppliers.

Government  Regulation

     The  development,  manufacture  and  commercialization  of  pharmaceutical
products  are  generally  subject to extensive regulation by various federal and
state  governmental  entities.  The  FDA,  which  is the principal United States
regulatory  authority, has the power to seize adulterated or misbranded products
and  unapproved  new  drugs,  to request their recall from the market, to enjoin
further manufacture or sale, to publicize certain facts concerning a product and
to  initiate  criminal  proceedings.  As  a  result  of federal statutes and FDA
regulations,  pursuant  to  which  new  pharmaceuticals  are required to undergo
extensive  and  rigorous  testing,  obtaining  pre-market  regulatory  approval
requires  extensive  time  and  expenditures.

     Under  the  FDC  Act,  a  new  drug  may not be commercialized or otherwise
distributed  in the United States without the prior approval of the FDA. The FDA
approval  process relating to a new drug differs, depending on the nature of the
particular  drug  for which approval is sought. With respect to any drug product
with  active  ingredients not previously approved by the FDA, a prospective drug
manufacturer  is  required  to  submit  a  NDA,  including  complete  reports of
pre-clinical, clinical and laboratory studies to prove such product's safety and
efficacy.  The NDA process generally requires, before the submission of the NDA,

                                       33


submission of an IND pursuant to which permission is sought to begin preliminary
clinical  testing of the new drug. An NDA based on published safety and efficacy
studies  conducted  by  others  may  also be required to be submitted for a drug
product with a previously approved active ingredient, if the method of delivery,
strength  or  dosage  is  changed.  Alternatively, a drug having the same active
ingredients  as  a  drug  previously  approved  by the FDA may be eligible to be
submitted  under  an  ANDA,  which  is significantly less stringent than the NDA
approval  process.

     While  the ANDA process requires a manufacturer to establish bioequivalence
to  the  previously  approved  drug,  it permits the manufacturer to rely on the
safety  and  efficacy  studies  contained in the NDA for the previously approved
drug.

     The  NDA  approval  process  generally requires between four to seven years
from  NDA  submission  to pre-marketing approval, although in the case of an NDA
submitted  pursuant  to  Section  505(1)(b)(2) of the Act this time frame may be
significantly  shorter.  By  contrast, the ANDA process permits an expedited FDA
review  pursuant  to  which  pre-marketing  regulatory approval can generally be
obtained  in  three  to five years. The ANDA process is available for drugs with
the  same  active ingredients, dosage form, strength and method of delivery as a
product  which has previously received FDA approval pursuant to the NDA process.
Manufacturing  information,  including  a  review of chemical and physical data,
stability  data,  facilities and processes, must also be evaluated by FDA before
approval.  Flemington believes that products developed in lingual spray and soft
gelatin  bite  capsule  delivery  systems  (dosage  forms)  usually will require
submission  of  an  NDA.

     Flemington  estimates  that  the  development  of  new  formulations  of
pharmaceutical  products,  including  formulation,  testing  and  obtaining  FDA
approval,  generally  takes three to five years for the ANDA process and four to
seven  years  for  the  NDA  process,  although  NDAs  submitted  under  Section
505(1)(b)(2)  or  Section  505(b)(2) are generally less complex than an ordinary
NDA and are usually acted upon by the FDA in a shorter period of time. There can
be  no  assurance  that  our  determinations  will  prove to be accurate or that
pre-marketing  approval  relating to our proposed products will be obtained on a
timely  basis, or at all. The FDA application procedure has become more rigorous
and  costly and the FDA currently performs pre-approval and periodic inspections
of  each  finished  dosage  form  and  each  active  ingredient.

     The  manufacture of Flemington's pharmaceutical products will be subject to
cGMP  prescribed  by  the  FDA,  pre-approval  inspection by the FDA and foreign
authorities  prior  to  the commercial manufacture of such products and periodic
cGMP  compliance  inspection  by  the  FDA.  Our  European manufacturers will be
required  to  be  in compliance with cGMP with respect to the manufacture of our
products.  There can be no assurance that our manufacturers will be deemed to be
in  compliance  with  cGMP with respect to any particular product. To the extent
that  our  manufacturers are deemed not to be in compliance with cGMP, there can
be  no assurance that we will be able to enter into other suitable manufacturing
arrangements  with  third  parties  which  are  in  compliance  with  cGMP.

Competition

     The  markets  which  we  intend  to  enter  are  characterized  by  intense
competition.  We  will be competing against established pharmaceutical companies
which  currently market products which are equivalent or functionally similar to
those  we  intend to market.  Prices of drug products are significantly affected
by  competitive  factors  and  tend  to  decline  as  competition increases.  In
addition, numerous companies are developing or may, in the future, engage in the
development  of products competitive with our proposed products.  We expect that
technological  developments  will  occur at a rapid rate and that competition is
likely  to  intensify  as  enhanced  delivery  system  technologies gain greater
acceptance.  Additionally, the markets for formulated products which we have has

                                       34


targeted  for  development  are  intensely  competitive,  involving  numerous
competitors  and  products.  We will seek to enhance our competitive position by
focusing  our  efforts  on  our  novel  dosage  forms.

Patents  and  Protection  of  Proprietary  Information

     Flemington  has applied for United States and foreign patent protection for
the  delivery  systems which are the primary focus of our development activities
as  well  as  the  delayed  contact  allergy topical formulations.  Three United
States  patents  have been issued and other applications are pending.  There can
be  no  assurance,  however,  that  any  additional  patent applications will be
granted,  or,  if  granted, will provide any adequate protection to us.  We also
intends  to  rely  on  whatever  protection  the  law  affords to trade secrets,
including  unpatented  know-how.  Other  companies,  however,  may independently
develop  equivalent  or superior technologies or processes and may obtain patent
or  similar  rights  with  respect  thereto.

     Although  we  believe  that our technology has been developed independently
and  does  not infringe on the patents of others, there can be no assurance that
the  technology  does not and will not infringe on the patents of others. In the
event  of  infringement,  we  or  our  manufacturers  could,  under  certain
circumstances, be required to modify the infringing process or obtain a license.
There  can  be  no  assurance  that  we or our manufacturers would be able to do
either  of those things in a timely manner or at all, and failure to do so could
have a material adverse effect on us and our business. In addition, there can be
no  assurance  that  we  will have the financial or other resources necessary to
enforce  or defend a patent infringement or proprietary rights violation action.
If  any  of the products developed by us infringe upon the patent or proprietary
rights  of  others, we could, under certain circumstances, be enjoined or become
liable  for  damages,  which  would  have  a  material  adverse  effect  on  us.

     We  also  rely  on  confidentiality and nondisclosure arrangements with our
licensees  and  potential development candidates. There can be no assurance that
other  companies  will  not  acquire  information  which  we  consider  to  be
proprietary.  Moreover,  there can be no assurance that other companies will not
independently  develop know-how comparable to or superior to that of Flemington.

     Buccal  Nonpolar  Spray.  On April 12, 1996 Flemington filed an application
with  the  United  States  Patent and Trademark Office ("PTO") for protection of
this subject matter. On September 1, 1998 the PTO allowed the claims. On October
21,  1999,  the  PTO  issued  a  patent  (5955098)  to Flemington on the claims.

     On  February  21,  1997,  Flemington  filed an application under the Patent
Cooperation  Treaty  ("PCT")  for  the  above-subject  matter. The International
Preliminary  Examination  Authority  has  issued  an  opinion  in  which the PCT
examiner  determined that the subject matter of the invention while novel is not
inventive for obviousness. This opinion, with which Flemington disagrees, is not
dispositive,  however,  it may be highly persuasive in subsequent proceedings in
the  European and individual national patent offices should Flemington decide to
proceed  in  these  jurisdictions.

     In  October  1998,  Flemington  filed  a patent application in the European
Patent Office and in Canada for the buccal nonpolar spray claims. The former has
not  yet  been  acted  on,  the  latter  is  not  yet  due  for  examination.

     Buccal Polar Spray. On April 12, 1996, Flemington filed an application with
the  United  States  Patent  and Trademark Office ("PTO") for protection of this
subject  matter,  no claims were allowed. On November 25, 1998, Flemington filed
the  application  in  the  PTO  directed  to  the method of use of the spray and
subsequently  the  PTO  issued a patent (6110486) to Flemington on these claims.

                                       35


     On  February  21,  1997,  Flemington  filed an application under the Patent
Cooperation  Treaty  ("PCT")  for  the  above-subject  matter. The International
Preliminary  Examination  Authority  has  issued  an  opinion  in  which the PCT
examiner  determined that the subject matter of the invention while novel is not
inventive for obviousness. This opinion, with which Flemington disagrees, is not
dispositive,  however,  it may be highly persuasive in subsequent proceedings in
the  European and individual national patent offices should Flemington decide to
proceed  in  these  jurisdictions.

     In  October  and  November  1998,  Flemington  filed patent applications in
Europe  and  Canada  for  the  buccal  polar spray claims. In the former case an
Official  action  has been received and responded to. The latter is not ripe for
examination  yet.

     Buccal  Nonpolar  Spray  for  Nitroglycerin.  On April 12, 1996, Flemington
filed  an application in the PTO directed to the above subject matter. On August
5,  1998  the  PTO  allowed  claims  to  the  above subject matter, and a patent
(5869082)  was issued in February 1999. On February 21, 1997, Flemington filed a
PCT  application  directed  to  the  above  subject  matter. The application was
rejected  for  lack of inventive step on the ground that the manner in which the
claims  differed  from  the  prior art was required by legislation. European and
Canadian  counterpart  applications have been filed. The Canadian application is
not  yet  ripe  for  examination.

     Buccal/Polar/Nonpolar  Sprays  (Different  Medicaments  as  Above).  An
application was filed with the PCT on October 1, 1997 designating a large number
of possible countries including the United States. This application differs from
the  first two applications above in that it utilizes different ingredients. The
PCT  Examiner  allowed  two  rather limited (but not commercially insignificant)
claims, and rejected the remaining claims for lack of inventive step and lack of
unity.

     Flemington has made individual filings for patent protection in USA, Japan,
Canada,  and  Europe.


     In  the  United  States, the original application has been refiled as a CIP
(008)  directed  only to pump spray compositions. An initial Official Action has
been  received  and responded to. No examination is yet due in Japan and Canada.
Upon  advice  of  our  European Associate, the original application was filed as
three  separate  divisional  applications.  While  some new references have been
cited  no  Official  Action  has  been  received  in  any  of  these  cases.

     Antihistamine Syrup and Ointment. On November 10, 1997, Flemington filed an
application  with  the  U.S.  PTO  for protection of our antihistamine syrup and
ointments,  a  technology  to  be  utilized  in Flemington's proposed poison ivy
product.  In  October  1998, the PTO initially rejected the application for this
product.  The application was refiled in May 2000 with claims directed solely to
method  of  protection  claims.  The  patent  (6391282) was granted in May 2002.

     General  Comment with Respect to the Foregoing PCT Applications. Flemington
is  interested  in obtaining patent protection in Europe and Canada. It is to be
expected  that  the same examiner who examined these applications in Europe as a
PCT  examiner  will be the examiner who will handle applications in the European
"National" Phase. Hence, Flemington anticipates it may be necessary to appeal to
the  Board  of  Appeals  in  Munich.  At the present time, it is not possible to
accurately predict the expenses involved in pursuing the foregoing applications.
However,  expenses  may  exceed  $100,000  (in  the  aggregate  for  all  three
applications)  before  a  final disposition is obtained. Flemington expects this
process  to  take  between  two  and  four  years.

                                       36


Product  Liability

     Flemington  may  be  exposed  to  potential  product  liability  claims  by
consumers.  We  do  not presently maintain product liability insurance coverage.
Although  we  will  seek  to  obtain  product  liability  insurance prior to the
commercialization of any products, there can be no assurance that we will obtain
such  insurance  or,  if obtained, that any such insurance will be sufficient to
cover  all  possible  liabilities. In the event of a successful suit against us,
insufficiency  of insurance coverage could have a material adverse effect on us.
In  addition,  certain food and drug retailers require minimum product liability
insurance  coverage as a condition precedent to purchasing or accepting products
for  retail  distribution.  Failure to satisfy such insurance requirements could
impede  the  ability  of  Flemington or our distributors to achieve broad retail
distribution  of  our  proposed  products,  which  would have a material adverse
effect  upon  the  business  and  financial  condition  of  Flemington.

Customer  Dependence

     Since  inception,  substantially all of our revenues have been derived from
consulting  activities  primarily  in  connection  with  product development for
various pharmaceutical companies.  Among other things, we work with our European
clients  to  obtain regulatory approvals for new drug formulations in the United
States.  For the year ended July 31, 2001, consulting activities relating to our
two (2) largest clients accounted for approximately 40% and 18% respectively, of
our revenue. For the year ended July 31, 2000, consulting activities relating to
our two largest clients accounted for approximately 27% and 18% respectively, of
our  revenue. For the year ended July 31, 1999 consulting activities relating to
our  three  largest  clients  accounted  for  approximately  19%,  14%  and  10%
respectively,  of  our  revenue.

Employees

     We currently have 15 full-time employees, 4 of whom are executive officers,
6  of  whom are engaged in administrative functions and 5 of whom are laboratory
personnel.  Our  success will be dependent in part, upon our ability to hire and
retain additional qualified sales and distribution personnel, however, there can
be no assurance that we will be able to hire or retain such necessary personnel.
Facilities

     Our  executive  offices are located at 31 State Highway 12, Flemington, New
Jersey.  The  facility, constituting approximately 4,500 square feet is occupied
under  a  five-year  lease  which  expires  during  September 2005.  Should this
tenancy  be terminated for any reason, there is ample comparable space available
in  the  area  for  the  us  to  occupy.  Since  the manufacture of our products
presently is conducted by outside vendors, we do not own or lease any production
or  manufacturing  facilities.  We  presently are exploring the acquisition of a
manufacturing  facility.

Legal  proceedings

     There  are no legal proceedings pending to which we are a party, and we are
unaware  of  any  contemplated  material  legal  actions  against  us.

                                       37


   Management's discussion and analysis of financial condition and results of
   operations


General

     Since  inception,  substantially all of our revenues have been derived from
consulting  activities,  primarily  in  connection  with product development for
various  pharmaceutical  companies.  In  recent years, we have been shifting our
focus  away  from  consulting  for other companies to the development of our own
products,  generally  in joint arrangements with other pharmaceutical companies.
We have has had a history of recurring losses from operations, giving rise to an
accumulated  deficit  at  April  30, 2002 of approximately $8,111,000.  Although
substantially  all of our revenues to date have been derived from our consulting
business, our future growth and profitability will be principally dependent upon
our  ability  successfully  to  develop  our  products and to enter into license
agreements  with  drug  companies  which will market and distribute the products
utilizing  our  delivery  system.  Our  revenues  from  consulting  continued to
decline  during  the two years ended July 31, 2001 and are likely to continue to
decline  in the future as we continue to shift our emphasis away from consulting
for  clients  and  towards  development  of  our  own  products.

     Our  financial  statements  have  been  presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of  liabilities  in  the  normal  course  of  business.

     Our continued existence is dependent upon our ability to achieve profitable
operations  or  obtain  additional  financing.  We  are  currently  seeking
collaborative  arrangements  with pharmaceutical companies for joint development
of  delivery systems and the successful marketing of these delivery systems.  In
order  to  pursue  this strategy, we will be required to obtain financing and/or
consummate  a strategic alliance with a well-funded business partner in the near
future.  In view of our very limited resources, our anticipated expenses and the
competitive  environment in which we operate, there can be no assurance that our
operations  will  be  sustained  for  the  duration  of  our  next  fiscal year.

Results  of  Operations

Fiscal  Year  2001  Compared  to  Fiscal  Year  2000

     Consulting  Revenues for fiscal 2001 decreased approximately $67,000 or 65%
to  $36,000  from  $103,000  for  fiscal  2000. Product Development Revenues for
fiscal 2001 increased approximately $85,000 or 47% to $264,000 from $179,000 for
fiscal  2000.  The  decrease  in  Consulting  Revenues  and  increase in Product
Development  Revenues  was due to our decision to concentrate additional efforts
in  the  area  of product development. Interest income for fiscal 2001 decreased
approximately  $21,000  or  48%  to  $23,000  from $44,000 for fiscal 2000.  The
interest  income  decrease  was  primarily  attributable  to significantly lower
average  cash  balances  for  the  2001  year.

     Total costs and expenses for fiscal 2001 decreased approximately $27,000 or
2%  to  approximately  $1,478,000 from approximately $1,505,000 for fiscal 2000.
Consulting  costs  and expenses for fiscal 2001 decreased approximately $117,000
or  70%  to  approximately  $49,000 from approximately $166,000 for fiscal 2000.
This  decrease was primarily attributable to an approximate $112,000 decrease in
payroll  related  expenses  associated  with  consulting  activities.

      Product  Development  costs  and  expenses  for  fiscal  2001  increased
approximately  $242,000  or  61%  to  approximately  $642,000 from approximately
$400,000  for  fiscal  2000.  This  increase  was attributable to an approximate
$194,000  increase  in  product  development  payroll  expenses,  an
approximate  $40,000  increase  in rent expense allocated to product development

                                       38


due  to  our  expanded  facilities  occupied during October 2000, an approximate
$18,000 increase in clinical studies expense and an approximate $12,000 increase
in  depreciation  and  amortization expense due to fixed assets acquisitions for
laboratory  activities.  Expense  decreases  for  product  development  were  an
approximate  $28,000 decrease in legal fees related to intellectual property and
an  approximate  $24,000  decrease  in  outside  laboratory  testing  due to the
establishment  of  an  internal  laboratory.

     Selling,  General  and  Administrative  costs  and expenses for fiscal 2001
decreased  approximately  $152,000  or  16%  to  approximately  $787,000  from
approximately  $939,000  for  fiscal  2000.  This  decrease  was  primarily
attributable to an approximate $134,000 decrease in payroll related expenses due
to  employee  resignations and an approximate $47,000 decrease in legal fees due
to  the  satisfaction  of our deductible for our D & O insurance policy. Expense
increases  for  selling,  general and administrative were an approximate $29,000
increase  in  outside  consultant  expenses  due  to the aforementioned employee
resignations  and an approximate $12,000 increase in the portion of rent expense
allocated  to  SG&A  due  to  more  costly offices occupied during October 2000.

Nine  months  ended  April  30,  2002  Compared  to  April  30,  2001

     Consulting revenues for the 2002 Period increased approximately $193,000 or
136%  to  $335,000 from $142,000 for the 2001 Period.  This revenue increase for
the  2002 Period was primarily attributable to an increase in project management
of  clinical  studies  for  clients.

     Total  costs  and  expenses  for  the  2002  Period increased approximately
$1,878,000  or  166%  to  $3,011,000  from  $1,133,000 for the 2001 Period. This
increase includes an approximate $1,413,000 in outside consultant fees primarily
due to options issued to consultants, an approximate $142,000 in payroll expense
primarily  due  to  additional employees and the establishment of a vacation pay
accrual,  an  approximate  $116,000 in legal & professional fees, an approximate
$89,000  in  bad  debt  expense,  an  approximate  $32,000  in settlement with a
consultant (see note 4), an approximate $31,000 in depreciation and amortization
expense  due  to  the earlier purchases of laboratory equipment , an approximate
$28,000 in public company expenses due primarily to an increase in the number of
outside  directors  and  the  increased number of board meetings held during the
2002  Period, an approximate $21,000 in rent expenses due to increased rents for
our  facilities,  occupied in October 2000, and the establishment of our Florida
office  during October 2001, an approximate $21,000 in trade show and conference
expenses,  an  approximate  $18,000 in laboratory expenses due to additional lab
employees  and  an  approximate  $11,000  in insurance expenses due to increased
premiums  for  directors  and  officers coverage and additional clinical studies
coverage.

     Decreases  in  costs  and  expenses for the 2002 Period, as compared to the
2001  Period, includes an approximate $56,000 in laboratory testing and clinical
studies  costs  due  primarily  to our earlier decision to establish an internal
laboratory  and  an  approximate  $11,000  in automobile expense. A buy-out of a
consultant's  contract,  during  the  2002  Period,  resulted  in an approximate
$32,000  increase  in  expenses.

     Interest  income increased approximately $17,000 or 113% to $32,000 for the
2002  Period  from  $15,000 for the 2001 Period due to an increased average cash
balance  in  conjunction  with  reduced  interest  rates  for  the  2002 Period.

     Deferred  income  tax benefit for the 2002 Period was approximately $88,000
compared  to  approximately $47,000 for the 2001 Period. These benefits resulted
from  the  sale  of  the  Company's  New  Jersey  net  operating  losses.

     The resulting net loss for the 2002 Period was $2,588,000 compared to a net
loss  of  $929,000  for  the  2001  Period.

                                       39


Three  months  ended  April  30,  2002  Compared  to  April  30,  2001

     Operating  revenues  for the 2002 Period increased approximately $80,000 to
$81,000  from  $1,000  for  the  2001  Period.

     Total  costs  and  expenses  for  the  2002  Period increased approximately
$1,900,000  to  $2,139,000  from  $239,000  for  the 2001 Period.  This increase
includes  an  approximate $1,464,000 in outside consultant fees primarily due to
options  issued  to  consultants,  an  approximate  $122,000  in payroll expense
primarily  due  to  additional employees and the establishment of a vacation pay
accrual,  an  approximate $83,000 in bad debt expense, an approximate $67,000 in
legal  &  professional  fees,  an  approximate $43,000 in laboratory testing and
clinical studies costs, an approximate $26,000 in travel expense, an approximate
$17,000 in public company expenses due primarily to an increase in the number of
outside  directors  and  the  increased number of board meetings held during the
2002  Period,  an  approximate $13,000 in trade show and conference expenses, an
approximate  $13,000  in laboratory expenses due to additional lab employees, an
approximate  $13,000  in  insurance expenses, an approximate $12,000 increase in
depreciation  and  amortization  expense due to the earlier purchase of internal
laboratory  equipment, an approximate $8,000 in rent expenses and an approximate
$7,000  increase  in  general  outside  services.

     Interest  income  increased  approximately  $15,000 to $17,000 for the 2002
Period from $2,000 for the 2001 Period due to an increased average cash balance.

     The resulting net loss for the 2002 Period was $2,041,000 compared to a net
loss  of  $236,000  for  the  2001  Period.

Liquidity  and  Capital  Resources

     From  inception,  our  principal  sources  of capital have been provided by
consulting revenues, private placements and a public offering of our securities,
as  well as loans and capital contributions from our principal stockholders.  At
April  30,  2002, we had working capital of approximately $4,308,000 as compared
to  working  capital of $(236,000) at April 30, 2001 representing a net increase
in  working  capital  of  approximately  $4,544,000.

     Net  cash  used  in operating activities approximated $810,000 for the 2002
Period  compared  to  net  cash  used  in  operating activities of approximately
$609,000  for  the  2001 Period.  Net cash used in operating activities for both
the  2002  and  2001  Periods  was  primarily  attributable  to  the net loss of
$2,588,000  and  $929,000, respectively.  For the 2002 Period, $179,000 was used
for  investing  activities  compared to $59,000 for the 2001 Period.  Total cash
flow  for  the  2002  Period increased approximately $3,945,000 as compared to a
$668,000  decrease  for  the  2001  Period.

     We  believe  that  our  current  cash  levels  together  with revenues from
operations  will  be  sufficient to satisfy our cash requirements for at least 7
months.  We  have  substantial  doubt  about  our ability to continue operations
beyond  such period without obtaining additional financing and/or consummating a
strategic  alliance  with  a  well-funded business partner.  No assurance can be
given  that  future  unforeseen  events will not adversely affect our ability to
continue  operations  or  to successfully obtain additional financing, which may
not  be  available  on  terms  acceptable  to  us,  if  at  all.

                                       40


Inflation

     We  do  not believe that inflation has had a material effect on our results
of operations during the past three fiscal years. There can be no assurance that
our  business  will  not  be  affected  by  inflation  in  the  future.

New  Accounting  Pronouncements

     See  Note  1 to the Financial Statements for a discussion of New Accounting
Pronouncements  affecting  Flemington.









                                       41


                 Certain relationships and related transactions

     To the best of management's knowledge, other than as set forth below, there
were  no  material  transactions,  or  series  of  similar  transactions, or any
currently  proposed  transactions,  or  series of similar transactions, to which
Flemington  was  or  is  to  be  a  party,  in which the amount involved exceeds
$60,000,  and in which any director or executive officer, or any security holder
who is known by us to own of record or beneficially more than 5% of any class of
our  common stock, or any member of the immediate family of any of the foregoing
persons,  has  an  interest.

     During  fiscal  2001  we  paid  Mr.  Schaul approximately $85,000 for legal
services  rendered  to  us.

     In  fiscal 1998, we loaned the principal amount of $60,000 to Dr. Dugger in
exchange for a 7% promissory note. The note was due on demand, with interest due
quarterly.  Interest  approximated $4,200 for fiscal 2001. This note was paid in
full  in  January  2002.


     In  September  2001,  the  Company  entered  into  a  short-term employment
agreement  with  Robert  Galler, who was appointed as Vice President - Corporate
Development  and  a  Director.  That  agreement provided for the issuance to Mr.
Galler  of options to purchase 700,000 shares of our common stock at an exercise
price  of $.75 per share.  Under the agreement, the vesting of these options was
subject  to  the satisfaction of certain conditions precedent. In December 2001,
the agreement with Mr. Galler was amended to recognize the accomplishment of the
conditions.  Among  other  things,  the  term  was  extended to three years, his
compensation  was  increased,  the  options became vested, and he was granted an
additional  350,000  options  (on the same terms) which would become vested upon
satisfaction  of  a  condition  in  the  amended  agreement.

     During  November  2001, we cancelled and reissued certain options under the
1992, 1997 and 1998 Option Plans. An aggregate of 345,000 options were issued to
each  of  Harry  A.  Dugger and John J. Moroney at an exercise price of $.70 per
share  (110%  of the market price), having a term of five years. An aggregate of
150,000  options  were  issued to each of Jack Kornreich and Robert Schaul at an
exercise  price  of  $.63 per share (100% of the market price), having a term of
ten  years.

     During  December 2001, we received net proceeds of approximately $3,000,000
from  a  private  placement  of  4,000,000  units which was purchased by Lindsay
Rosenwald.  Each  unit  consisted  of  one  share of common stock, and a warrant
(which  expires  December  2008)  to  purchase an additional share of our common
stock  at  an  exercise price of $.75.  The sale price of each unit is $.75.  In
March  2002  we received net proceeds of approximately $2,000,000 from a private
placement of 2,666,667 additional units at a sale price of $.75 per unit.  These
units  were purchased by Biomedical Investment Group LLC.  These warrants expire
in  March  2009.

     In  February  2002,  we  entered  into  a consulting agreement with John H.
Klein,  who  was  simultaneously  elected  as  our  chairman  of the Board.  The
agreement  is for a term of one year. Under the agreement, Mr. Klein was granted
options to purchase 1,000,000 shares of our common stock at an exercise price of
$2.40  per  share.  The options have a term of ten years and vest in three equal
annual  installments,  beginning  in  February  2003.

     Also  in  February  2002, 187,500 options were issued under the 1998 Option
Plan; 37,500 to John J. Moroney, and 75,000 to each of Jack Kornreich and Robert
Schaul.  The options have an exercise price of $2.63 per share and a term of ten
years.

                                       42


     Market  for  common  equity  and  related  stockholders matters

     Since  the  November  1997 closing of our public offering, our common stock
has  traded in the over-the-counter market on the OTCBB under the symbol "FLEM".
The  following table sets forth the range of high and low closing bid quotations
of  our  common  stock  as reported by the OTCBB for each fiscal quarter for the
past  three  fiscal years.  High and low bid quotations represent prices between
dealers  without  adjustment  for retail mark-ups, mark-downs or commissions and
may  not  necessarily  represent  actual  transactions.




                                                                 
                                                                Bid  Prices
                                                               High     Low

   FISCAL  2000
   First Quarter (August 1, 1999 through October 25, 1999)     1.687    0.875
   Second Quarter (November 1, 1999 through January 31, 2000)  2.25     .875
   Third Quarter (February 1, 2000 through April 30, 2000)     3.375    1.00
   Fourth Quarter (May 1, 2000 through July 31, 2000)          1.406    .750

   FISCAL 2001
   First Quarter (August 1, 2000 through October 31, 2000)     2.125    .969
   Second Quarter (November 1, 2000 through January 31, 2001)  1.562    .438
   Third Quarter (February 1, 2001 through April 30, 2001)     1.094    .550
   Fourth Quarter (May 1, 2001 through July 31, 2001)           .950    .510

   FISCAL 2002
   First Quarter (August 1, 2001 through October 31, 2001)       .60     .43
   Second Quarter (November 1, 2001 through January 31, 2002)   2.30     .63
   Third Quarter (February 1, 2002 through April 30, 2002)      3.79    2.40
   Fourth Quarter (May 1, 2002 through July 31, 2002)           3.62    1.65


     The  closing  sales  price of our common stock as reported by the OTCBB was
$1.82  on  August  28,  2002.

     As  of  July  31,  2002  there  were approximately 80 record holders of our
common  stock.

     We  have  never  declared  or  paid  a  dividend  on  our common stock, and
management expects that all or a substantial portion of our future earnings will
be  retained  for expansion or development of our business.  The decision to pay
dividends,  if  any,  in  the  future  is  within the discretion of the Board of
Directors  and  will  depend  upon our earnings, capital requirements, financial
condition  and  other  relevant  factors  such  as  contractual  obligations.
Management does not anticipate that we will pay dividends on the common stock in
the  foreseeable future.  Moreover, there can be no assurance that dividends can
or  will  ever  be  paid.

                                       43


                             Executive Compensation

     The  following  table  sets forth a summary for the fiscal years ended July
31,  2001,  2000  and  1999, respectively, of the cash and non-cash compensation
awarded,  paid  or  accrued  by  Flemington  to our CEO and our four most highly
compensated  officers  other  than the CEO, who served in such capacities at the
end  of  fiscal  2001  (collectively, the "Named Executive Officers").  No other
executive  officer  of  Flemington  earned in excess of $100,000 in total annual
salary  and bonus for 2001, 2000 and 1999 in all capacities in which such person
served  Flemington.  There  were no restricted stock awards, long-term incentive
plan payouts or other compensation paid during fiscal 2001, 2000 and 1999 to the
Named  Executive  Officers,  except  as  set  forth  below:

                           SUMMARY COMPENSATION TABLE



                                  ANNUAL COMPENSATION             LONG-TERM COMPENSATION
                                                                  AWARDS                PAYOUTS

                                                                             SECURITIES
                                                          OTHER                UNDER-
                                                          ANNUAL   RESTRICTED  LYING                 ALL
NAME AND                    FISCAL                        COMPEN-    STOCK     OPTIONS   LTIP       OTHER
PRINCIPAL POSITION           YEAR      SALARY     BONUS   SATION     AWARDS    SAR (1)  PAYOUTS   COMPENSATION
                              ($)        ($)        ($)     ($)       ($)       (#)       ($)         ($)

                                                                              
Harry A. Dugger, III, Ph.D.
President and CEO              2001   232,000(2)     0      0            0         0       0          0
                               2000   226,000        0      0            0    95,000       0          0
                               1999   210,000        0      0            0         0       0          0
John J. Moroney
Former Director                2001   57,781         0      0            0         0       0          0
                               2000   169,000        0      0            0    95,000       0          0
                               1999   157,500        0      0            0         0       0          0
Donald Deitman
Chief Financial Officer        2001   70,800         0      0            0         0       0          0
                               2000   68,000         0      0            0         0       0          0
                               1999   67,500         0      0            0         0       0          0



(1)     No  Stock  Appreciation  Rights  have  been  issued.
(2)     Includes  $49,000  accrued,  but  unpaid,  salary


                        OPTION GRANTS IN LAST FISCAL YEAR
                               (individual grants)


There  were  no  options granted during fiscal 2001.  See "Certain Relationships
and  Related Party Transactions," above, regarding option grants in fiscal 2002.

                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR-END OPTION VALUES

     The  following  table  sets  forth  information  with  respect to the Named
Executive  Officers  concerning  the exercises of options during fiscal 2001 and
the  number  and value of unexercised options held as of the end of fiscal 2001.

                                       44



                                                                     NUMBER OF
                                                                     SECURITIES
                                                                     UNDERLYING
                                                                    UNEXERCISED        VALUE OF UNEXERCISED
                                 NUMBER OF                       OPTIONS AT FISCAL     IN-THE-MONEY OPTIONS
                                  SHARES                             YEAR END;       AT FISCAL YEAR END ($);
                                ACQUIRED ON                        (EXERCISABLE/          (EXERCISABLE/
(1)  NAME OF EXECUTIVE OFFICER   EXERCISE    VALUE REALIZED ($)    UNEXERCISABLE)         UNEXERCISABLE)
                                                                                  
Harry A. Dugger, III, Ph.D.         0               -                645,000 / 0            0 / 0
John J. Moroney                     0               -                645,000 / 0            0 / 0
Donald Deitman                      0               -                          -               -




Stock  Option  Plans

     Flemington  has  three  stock option plans, adopted in 1992, 1997 and 1998,
respectively (collectively referred to as the "Plans").  The 1992 and 1997 Plans
provides for the issuance of options to purchase 500,000 shares of common stock,
and  the  1998  Plan  provides for the issuance of options to purchase 1,075,000
shares  of common stock, for a total of 2,075,000 shares.  The 1997 Stock Option
Plan  is administered by Harry A. Dugger, III, Ph.D. and John Klein (as of March
27,  2002),  who constitute the Compensation Committee of the Board of Directors
("Committee"),  and  the  1992  Stock Option Plan and 1998 Stock Option Plan are
administered  by  the  entire Board of Directors.  For purposes of the following
discussion,  the  term  "Committee" will be used to reference the Committee with
respect  to  the  1997  Stock Option Plan and the entire Board of Directors with
respect to the 1992 Stock Option Plan and 1998 Stock Option Plan, as applicable.
The  Committee has sole discretion and authority, consistent with the provisions
of  the  Plans,  to  select  the  Eligible  Participants to whom options will be
granted  under  the  Plans,  the  number of shares which will be covered by each
option  and  the  form and terms of the agreement to be used.  All employees and
officers  of  the  Company  are  eligible  to  participate  in  the  Plans.

     At  April 30, 2002, 500,000, 500,000 and 787,500 shares of our common stock
was  reserved  for  issuance  pursuant  to  the  1992,  1997  and  1998  Plans,
respectively.  The  exercise  prices  for the outstanding options reserved under
the  1992  Plan  range between $.63 and $2.00 per share; the exercise prices for
the  outstanding  options  reserved  under  the 1997 Plan range between $.63 and
$2.00  per  share;  and the exercise prices for the outstanding options reserved
under  the  1998  Plan  range  between  $.63  and  $2.63  per  share.

     The  Committee  is  empowered  to  determine  the exercise price of options
granted  under  the  Plans,  but  the exercise price of ISOs must be equal to or
greater  than  the  fair market value of a share of common stock on the date the
option  is  granted  (110% with respect to optionees who own at least 10% of the
outstanding  common  stock).  The  Committee  has the authority to determine the
time  or  times at which options granted under the Plans become exercisable, but
options  expire  no later than ten years from the date of grant (five years with
respect  to  Optionees  who  own at least 10% of the outstanding common stock of
Flemington).  Options  are  nontransferable,  other than by will and the laws of
descent,  and  generally  may be exercised only by an employee while employed by
Flemington  or  within  90  days  after termination of employment (one year from
termination  resulting  from  death  or  disability).

     No  ISO  may be granted to an employee if, as the result of such grant, the
aggregate  fair market value (determined at the time each option was granted) of
the shares with respect to which ISOs are exercisable for the first time by such
employee  during  any  calendar year (under all such plans of Flemington and any
parent  and  subsidiary)  exceeds  $100,000.  The  Plans  do not confer upon any

                                       45


employee any right with respect to the continuation of employment by Flemington,
nor  do the Plans interfere in any way with the employee's right or Flemington's
right  to  terminate  the  employee's  employment  at  any  time.

Non-Plan  Options

     As  of  July  31,  2002,  we  had 2,700,000 non-plan options outstanding as
follows:  600,000  options  exercisable  at  $1.84  per  share;  700,000 options
exercisable at $.75 per share; 1,000,000 options exercisable at $2.40 per share;
250,000  options exercisable at $3.18 per share; and 150,000 options exercisable
at  $3.02  per  share.

Compensation  Committee  Interlocks  and  Insider  Participation

     Harry  A.  Dugger,  III  and John Klein (since March 27, 2002) serve as the
members  of  the  Company's  Compensation  Committee,  which  reviews  and makes
recommendations  with  respect  to  compensation  of  officers,  employees  and
consultants,  including  the  granting of options under the Company's 1997 Stock
Option  Plan.  The  1992  and  1998  Stock  Option Plans are administered by the
entire  Board.

Compensation  Committee  Report  on  Executive  Compensation

     Compensation  of Flemington's executives is intended to attract, retain and
award  persons  who  are essential to the enterprise.  The fundamental policy of
Flemington's executive compensation program is to offer competitive compensation
to executives that appropriately rewards the individual executive's contribution
to  corporate  performance.  The Board of Directors utilizes subjective criteria
for  evaluation  of  individual  performance.  The  Board focuses on two primary
components  of  Flemington's  executive  compensation  program, each of which is
intended  to  reflect  individual  and  corporate  performance:  base  salary
compensation and long-term incentive compensation.  Flemington has not paid cash
incentive  bonuses  during  fiscal  2001.

     Except  as  set  forth  herein,  Flemington  does  not  have  any  annuity,
retirement,  pension,  deferred  or  incentive  compensation plan or arrangement
under  which  any executive officer is entitled to benefits, nor does Flemington
have  any  long-term incentive plan pursuant to which performance units or other
forms  of  compensation  are  paid.  Executive  officers  who  qualify  will  be
permitted  to participate in Flemington's 1992, 1997 and 1998 Stock Option Plans
which  were  adopted in May 1992, February 1997 and June 1998, respectively.  In
September  1998  the Board of Directors adopted an investment retirement account
plan  in  which  all  employees  of  Flemington  are  eligible  to  participate.
Executive  officers  may  participate  in group life, health and hospitalization
plans,  if  and  when  such plans are available generally to all employees.  The
Compensation Committee is satisfied that the compensation and stock option plans
provided  to  the  officers  of Flemington are structured and operated to create
strong  alignment  with  the  long-term  best  interests  of  Flemington and its
stockholders.

     The  compensation  of Flemington's Chief Executive Officer, Dr. Dugger, for
fiscal  2001 consisted of base salary of $ 232,000.  Because of an inadequacy of
cash flow during the second and third quarters of fiscal 2001, Dr. Dugger agreed
to  accrue  all of his salary until the cash flow situation resolved itself.  In
May 2001, Dr. Dugger's salary was resumed and one-half of his accrued salary was
paid  out.  The  remaining  half  ($49,000)  was  paid  out in January 2002.  In
February  2002,  effective  January  1,  2002,  Dr.  Dugger  entered  into a new
three-year employment at a base salary of $248,500 per year (which is subject to
increase,  see  "Employment Agreements and Change in Control Agreements" below).
No  bonuses,  stock  grants  or  option grants were awarded to Dr. Dugger during
fiscal  2001.  The  determination  by the Compensation Committee of Dr. Dugger's
remuneration  is  based  upon  methods  consistent  with  those

                                       46

used  for other senior executives.  The committee considers certain quantitative
factors,  including  Flemington's financial, strategic and operating performance
for  the  year.  The  qualitative  criteria  include  Dr.  Dugger's  leadership
qualities  and  management  skills,  as  exhibited  by his innovations, time and
effort  devoted  to  Flemington,  and  other  general  considerations.  The
Compensation  Committee also takes note of comparable remuneration of other CEOs
at  similar companies.  Based on the performance of Flemington, the Compensation
Committee  believes  that  Mr.  Dugger's  compensation  was  appropriate.

Employment  Agreements  and  Change  in  Control  Arrangements

     Dr.  Dugger.  In  February  2002,  effective  January  1,  2002, Dr. Dugger
entered  into  a  new  three-year employment agreement at a base salary, for the
first  year,  of  $248,500 per year (which increases each year by the greater of
the  CPI  index  or  5%).  Except  for the increase in base salary, there was no
material  difference between the new employment agreement and that previously in
effect.


     John Klein.  In February 2002, Mr. Klein entered into a one-year consulting
agreement  at  a  base compensation of $300,000, plus certain fringe benefits of
approximately  $72,000  per  year.  Pursuant  to  the  agreement, he was granted
1,000,000  non-plan  options at $2.40 per share.  See "Certain relationships and
related  transactions."  In  addition,  Mr. Klein is entitled to certain success
fees  upon  completion  of  corporate  deals  he  introduces  to  Flemington.

     Robert C. Galler. In December 2001, we entered into a three year employment
agreement  with  Mr.  Galler,  who  was  appointed  Vice  President  - Corporate
Development  and  elected to the Board of Directors.  Pursuant to the agreement,
he  receives  a  base  salary of $180,000 per year.  In addition, he was granted
1,050,000  non-plan  options  at $.75 per share.  See "Certain relationships and
related  transactions."

     Donald  Deitman.  In  February 2002, effective January 1, 2002, Mr. Deitman
entered  into  a three year employment agreement as our Chief Financial Officer.
The  agreement  provides for a base salary, for the first year,  of $125,000 per
year  (which  increases  each  year by the greater of the CPI index or 5%).  All
other  provisions of the agreement are the same as those in effect for our other
executives.

     Mohammed  Abd  El-Shafy,  Phd.  In  May  2002, we entered into a three year
employment  agreement  with  Dr.  El-Shafy,  who  was  appointed  Vice
President-Formulation  Development.  Pursuant  to  the  agreement, he receives a
base  salary,  for the first year, of $110,000 (which increases each year by the
greater  of  the CPI index or 5%).  In addition, he was granted 150,000 non-plan
options  at  $3.02  per  share.


     The  foregoing  agreements  also  provide  for  certain non-competition and
non-disclosure covenants on the part of such executive. However, with respect to
the  non-competition  covenants,  a  court  may  determine  not  to enforce such
provisions  or only partially enforce such provisions. Additionally, each of the
foregoing  agreements  (other  than  John  Klein)  provides  for  certain fringe
benefits,  such  as inclusion in pension, profit sharing, stock option, savings,
hospitalization  and other benefit plans at such times as Flemington shall adopt
them.

                                       47


                                 Legal matters

     The  validity  of  the  common stock offered hereby will be passed upon for
Flemington  by  Brown  Rudnick  Berlack  Israels  LLP,  New  York,  New  York.

                                    Experts

     Certain  of  the  financial  statements  of  Flemington  included  in  this
prospectus  and  elsewhere  in the registration statement, to the extent and for
the  periods  indicated  in  their reports, have been audited by Wiss & Company,
LLP,  independent  certified  public  accountants,  whose reports thereon appear
elsewhere  herein  and  in  the  registration  statement.


                              Available Information

     Reports  and  other  information  filed  by  us  with the Commission can be
inspected  and  copied  at  the  public  reference  facilities maintained by the
Commission  at Room 1024, 450 Fifth Street, N.W., Washington D.C.  20549, and at
the  Commission's  New  York  Regional office at Seven World Trade Center, Suite
1300,  New  York, New York  10048.  Copies of such material can also be obtained
from  the  Public  Reference Section of the Commission, Washington, DC  20549 at
prescribed  rates.

     This  Registration  Statement,  as  well  as  all  amendments  thereto  and
subsequent  reports,  have  been  and  will be filed through the Electronic Data
Gathering,  Analysis  and  Retrieval  ("EDGAR") system.  Documents filed through
EDGAR  are  publicly  available  through  the  Commission's  Website  at
http:/www.sec.gov.

     Statements  contained  herein  as  to  the  contents  of  any  document are
summaries  of  such documents and, in each instance, reference is hereby made to
the copy of such document filed as an exhibit to the Registration Statement, and
each  such  statement  is  qualified  in  all  respects  by such reference.  All
material  information  of  such  exhibits  are discussed in this Form SB-2.  The
Registration  Statement  may  be  inspected  and  copied at the places set forth
above.

                                       48

                          INDEX TO FINANCIAL STATEMENTS











                                                                                          
                                                                                             PAGE
FINANCIAL STATEMENT (UNAUDITED) - April 30, 2002

Consolidated Balance Sheets as of April 30, 2002 and July 31, 2001                           F-1
Statements of Operations for the Three Months and Nine Months Ended April 30, 2002 and 2001  F-2
Statement of Changes in Shareholders' Equity For the Nine Months Ended April 30, 2002        F-3
Statements of Cash Flows For the Nine Months Ended April 30, 2002 and 2001                   F-4
Notes to Financial Statements                                                                F-5


FINANCIAL REPORT - JULY 31, 2001

Independent Auditors' Report                                                                 F2-1
Balance Sheet                                                                                F2-2
Statement of Operations                                                                      F2-3
Statements of Changes in Shareholders' Equity                                                F2-4
Statements of Cash Flows                                                                     F2-5
Notes to Financial Statements                                                                F2-6






                      FLEMINGTON PHARMACEUTICAL CORPORATION

                                 BALANCE SHEETS


                                                                             April 30,     July 31,
                                                                               2002          2001
                                                                           -----------   -----------
                                                                          (Unaudited)
                                     ASSETS
                                                                                       
CURRENT ASSETS:
  Cash                                                                     $ 4,530,000   $   585,000
  Accounts receivable - trade, less allowance for
    doubtful accounts of $15,000 at  April 30, 2002 and $9,000 at
    July 31, 2001                                                               97,000        92,000
  Prepaid expenses and other current assets                                     79,000        57,000
                                                                           -----------   -----------
            Total Current Assets                                             4,706,000       734,000
                                                                           -----------   -----------

FURNITURE, FIXTURES, AND EQUIPMENT, LESS
  ACCUMULATED DEPRECIATION                                                     301,000       167,000

DEMAND NOTE RECEIVABLE, OFFICER                                                      -        60,000

DUE FROM JOINT VENTURE PARTNER FOR REIMBURSABLE EXPENSES                        10,000         6,000

OTHER ASSETS                                                                    18,000        17,000
                                                                           -----------   -----------
                                                                           $ 5,035,000   $   984,000
                                                                           ===========   ===========
     LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES:
  Accounts payable trade                                                   $   202,000   $    11,000
  Accrued expenses                                                             196,000        77,000
                                                                           -----------   -----------
    Total Current Liabilities                                                  398,000        88,000
                                                                           -----------   -----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIENCY):
   Preferred stock, $.01 par value:
        Authorized 1,000,000 shares, none issued
   Common stock, $.001 par value:
        Authorized - 50,000,000 shares
        Issued and outstanding - 14,391,567 shares in 2002 and 7,724,900
        shares in 2001                                                          14,000         8,000
   Additional paid-in capital                                               12,734,000     6,411,000
   Accumulated Deficit                                                      (8,111,000)   (5,523,000)
                                                                           -----------   -----------
           Total Stockholders' Equity (Deficiency)                           4,637,000       896,000
                                                                           -----------   -----------
                                                                           $ 5,035,000   $   984,000
                                                                           ===========   ===========

See  accompanying  notes  to  financial  statements.

                                      F-1

                      FLEMINGTON PHARMACEUTICAL CORPORATION

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)




                                      Three Months Ended         Nine Months Ended
                                         April  30,                  April  30,
                                  ------------------------   ------------------------
                                     2002          2001          2002          2001
                                  -----------   ----------   -----------   ----------

                                                                    

CONSULTING REVENUES               $    81,000   $    1,000   $   335,000   $  142,000

CONSULTING, SELLING, GENERAL
  AND ADMINISTRATIVE EXPENSES       2,139,000      239,000     3,011,000    1,133,000
                                  -----------   ----------   -----------   ----------

LOSS FROM OPERATIONS               (2,058,000)    (238,000)   (2,676,000)    (991,000)

BUY-OUT OF CONSULTANT'S CONTRACT            -            -       (32,000)

INTEREST INCOME                        17,000        2,000        32,000       15,000
                                  -----------   ----------   -----------   ----------

NET LOSS BEFORE TAXES              (2,041,000)    (236,000)   (2,676,000)    (976,000)

DEFERRED INCOME TAX BENEFIT                 -            -        88,000       47,000
                                  -----------   ----------   -----------   ----------

NET LOSS                          $(2,041,000)  $ (236,000)  $(2,588,000)  $ (929,000)
                                  ============  ===========  ============  ===========
BASIC AND DILUTED LOSS PER
   SHARE                          $      (.15)  $     (.04)  $      (.25)  $     (.16)
                                  ============  ===========  ============  ===========

SHARES USED IN COMPUTATION
  OF BASIC AND DILUTED LOSS
  PER SHARE                        13,432,765    5,881,237    10,332,959    5,879,910
                                  ============  ===========  ============  ===========




See  accompanying  notes  to  financial  statements.


                                       F-2


                      FLEMINGTON PHARMACEUTICAL CORPORATION

                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (Unaudited)



                                              Common Stock
                                          -------------------
                                                                                          Stockholders'
                                                        Par      Paid-in    Accumulated     Equity
                                            Shares     Value     Capital      Deficit     (Deficiency)
                                          ----------  -------  -----------  ------------  ------------
                                                                              
BALANCE, JULY 31, 2001                     7,724,900  $ 8,000  $ 6,411,000  $(5,523,000)  $   896,000
NINE MONTHS ENDED
APRIL 30, 2002  -
  In Connection with private placements,
     net of costs                          6,666,667    6,000    4,928,000            -     4,934,000
  Options issued for services              1,348,000        -    1,348,000
  Warrants issued for services                     -        -       47,000            -        47,000
  Net Loss                                         -        -            -   (2,588,000)   (2,588,000)
                                          ----------  -------  -----------  ------------  ------------
BALANCE, April 30, 2002                   14,391,567  $14,000  $12,734,000  $(8,111,000)  $ 4,637,000
                                          ==========  =======  ===========  ============  ============




See  accompanying  notes  to  financial  statements.

                                       F-3

                      FLEMINGTON PHARMACEUTICAL CORPORATION

                             STATEMENT OF CASH FLOWS
                                   (Unaudited)


                                                                   Nine Months Ended
                                                                       April  30,
                                                                -------------------------
                                                                   2002          2001
                                                                ------------  -----------

                                                                           
CASH FLOW FROM OPERATING ACTIVITIES:
  Net  (loss)                                                    $(2,588,000)  $(929,000)
  Adjustments to reconcile net income (loss) to net cash
      flows from operating activities:
      Options issued for services                                  1,348,000
      Warrants issued for Services                                    47,000           -
      Shares Issued for Services                                           -       6,000
      Depreciation & Amortization                                     45,000      12,000
      Allowance for Doubtful Accounts                                 89,000           -
  Changes in operating assets and liabilities:
      Accounts receivable                                            (94,000)    (41,000)
      Due from D&O Insurance Carrier                                       -      61,000
      Prepaid expenses and other current assets                      (22,000)     26,000
      Demand note receivable, officer                                 60,000           -
      Due from joint venture partner for reimbursable expenses        (4,000)     74,000
      Other Assets                                                    (1,000)     (7,000)
      Accounts payable - trade                                       191,000     124,000
      Billings in excess of costs and estimated earnings
         on uncompleted contracts                                          -     (34,000)
      Accrued expenses and other current liabilities                 119,000      17,000
                                                                ------------  -----------
  Net cash flows from operating activities                          (810,000)   (609,000)
                                                                ------------  -----------


CASH FLOWS FROM INVESTING ACTIVITIES -
  Purchase of property and equipment                                (179,000)    (59,000)
                                                                ------------  -----------
CASH FLOWS FROM FINANCING ACTIVITIES -
  Proceeds received from issuance of common stock through
    a private placement offering                                  4,934,,000           -
                                                                ------------  -----------
NET CHANGE IN CASH                                                 3,945,000    (668,000)

CASH, BEGINNING OF PERIOD                                            585,000     700,000
                                                                ------------  -----------
CASH, END OF PERIOD                                                4,530,000      32,000
                                                                ============  ===========

SUPPLEMENTAL CASH FLOW INFORMATION:
  Interest paid                                                  $         -   $       -
  Income taxes paid                                             ============  ===========
                                                                 $         -   $       -
                                                                ============  ===========


See  accompanying  notes  to  financial  statements.


                                       F-4

                      FLEMINGTON PHARMACEUTICAL CORPORATION

                          NOTES TO FINANCIAL STATEMENTS


Note  1     -  Basis  of  Presentation:

               The  balance  sheet  at  the end of the preceding fiscal year has
               been  derived  from  the  audited  balance sheet contained in the
               Company's  Form 10-KSB and is presented for comparative purposes.
               All  other  financial statements are unaudited. In the opinion of
               management,  all adjustments, which include only normal recurring
               adjustments  necessary  to present fairly the financial position,
               results  of  operations and cash flows for all periods presented,
               have  been  made in the interim statements. Results of operations
               for  interim  periods  are  not  necessarily  indicative  of  the
               operating  results  for  a  full  year.

               The accompanying financial statements have been prepared assuming
               that  the  Company  will continue as a going concern. The Company
               has  had  a  history  of recurring losses from operations, giving
               rise  to an accumulated deficit through April 30, 2002. Resulting
               operating  losses  and  negative  cash  flows from operations are
               likely  to  occur  until,  if ever, profitability can be achieved
               through successful marketing of the Company's developed products.

               Footnote  disclosures  normally  included in financial statements
               prepared  in  accordance  with  generally  accepted  accounting
               principles  have  been  omitted  in accordance with the published
               rules  and regulations of the Securities and Exchange Commission.
               The  financial  statements  in  this  report  should  be  read in
               conjunction  with  the  financial  statements  and  notes thereto
               included  in  the  Form  10-KSB  of  Flemington  Pharmaceutical
               Corporation  (the  "Company"),  for the year ended July 31, 2001.

Note  2     -  Stockholder's  Note  Receivable:

               During January 2002, the Company's President repaid a $60,000; 7%
               demand  loan  and  approximately  $5,000  accrued interest to the
               Company.  The  Company  granted  this  loan  during  April  1998.

               Accrued  expenses:

               Approximately $80,000 of accrued employee vacation, approximately
               $68,000  of  accrued  clinical  study  costs  for  clients  and
               approximately  $23,000  of  payroll  taxes  are  included  in the
               $196,000 total. The remainder is other accrued expenses and other
               current  liabilities.

Note  3     -  Private  Placement:

               During  December  2001  and  March 2002, the Company received net
               proceeds  of approximately $4,934,000 from a private placement of
               6,666,667  Units of the Company's securities. Each Unit consisted
               of  a common share, par value $.001, and a warrant to purchase an
               additional  share  of  the  company's common stock at an exercise
               price  of  $0.75  within  seven (7) years. The sale price of each
               Unit  was  $0.75.


                                       F-5



Note  4     -  Stock  Options  and  Warrants

               Pursuant  to an employment agreement dated September 4, 2001, and
               an  amendment  in  December  2001,  the Company granted 1,050,000
               non-plan  options  to Robert C. Galler, a director and officer of
               the  Company.  The  term  of  the  options  is  ten years and the
               exercise price is $.75 per share. 700,000 of these options vested
               in December 2001. An additional 350,000 options will be issued to
               Mr.  Galler if certain conditions in his employment agreement are
               achieved.  The Company applies Accounting Principle Board Opinion
               No.  25,  "Accounting  for  Stock  Issued  to  Employees" and the
               related  interpretations  in  accounting for its stock options to
               employees.  See  also  Note  6.

               During November 2001, the Company cancelled and re-issued to four
               (4)  officers and directors of the Company, 440,000 options under
               the  1992  plan;  150,000 options under the 1997 plan and 400,000
               options under the 1998 plan. 345,000 of those options were issued
               to  each of Harry Dugger and John Moroney at an exercise price of
               $.70  per  share  (110%  of  the fair market value on the date of
               issuance),  which  options have a term of five (5) years. 150,000
               of  those  options  were issued to each of Robert Schaul and Jack
               Kornreich  at  an exercise price of $.63 per share, which options
               have  a  term  of  ten  (10)  years.

               During December 2001, the Company granted an aggregate of 100,000
               stock  options  under the Company's 1998 option plan, exercisable
               at  $0.80  per  share  for  a term of ten (10) years, to four (4)
               non-managerial  employees.  The  Company  applies  Accounting
               Principle  Board  Opinion No. 25, "Accounting for Stock Issued to
               Employees"  and the related interpretations in accounting for its
               stock  options  to  employees.

               During  December  2001,  the  Company extended the term of 50,000
               options  previously  granted  to  each  of  the Company's CEO and
               Chairman,  respectively.  These options, previously set to expire
               on  March  25,  2003,  now expire on December 10, 2006. All other
               terms  of  the  options  remain  unchanged.  In  accordance  with
               Financial  Interpretation  No.  44,  "Accounting  for  certain
               transactions  involving Stock Compensation (Interpretation of APB
               opinion  No.  25),  no  expense was recorded because the exercise
               price of the option was higher than the price of the common stock
               on  the  date  that  the  life  of  the  options  was  extended.

               During  December  2001, the Company's Board of Directors acted to
               increase  the  number  of  options provided by the Company's 1998
               option plan from 500,000 to 1,075,000. The Board's action in this
               respect was submitted for ratification by the shareholders at the
               Company's  2001  Annual Meeting, held February 15, 2002, at which
               it  was  approved.

               During  December  2001,  to  resolve  a  disagreement  with  a
               consultant, the Company agreed to issue 50,000 warrants, having a
               term  of  seven (7) years, to purchase the Company's common stock
               at  $0.75  per  share,  in  exchange  for which all relationships
               between  the  Company  and  the  consultant  were  terminated. An
               expense  of  $33,000  was  recorded  to recognize the settlement.

               In  January  2002, pursuant to an agreement with The Trout Group,
               LLC  (see Note 6, below), the Company issued warrants to purchase
               60,000  shares  of common stock at an exercise price of $2.00 per
               share. The warrants have a 5-year life and vest quarterly through
               October  1,  2002.

                                      F-6

               In February 2002, pursuant to a consulting agreement with John H.
               Klein  (see  Note  7, below), 1,000,000 options were issued at an
               exercise  price  of  $2.40  per  share  with  a 10 year life. The
               options  vest  and  become  exercisable  in  three  equal  annual
               installments  commencing February 1, 2003. At April 30, 2002, the
               Company  has  recorded $599,000 of expense to recognize the value
               of  the  options  issued  in  connection  with  the  consulting
               agreement. The value of the options are being recognized over the
               life  of  the  consulting  agreement.

               In  February 2002, the board issued options from the 1998 plan to
               outside  directors.  75,000  options  were  issued to each of two
               directors  and 37,500 options to one director. These options have
               an  exercise  price  of  $2.69  and  a  term  of  10  years.

               During  April  2002,  a  consultant was issued 250,000 options to
               provide  investment  banking  assistance  to  the  Company. These
               options  have  an exercise price of $3.18 and a term of 10 years.
               An  expense of $749,000 was recorded to recognize these services.

Note  5  -     Deferred  income  tax  benefit:

               On  December 19, 2001, the Company received approximately $88,000
               as consideration for transferring approximately $1,159,000 of New
               Jersey  net  operating  loss  tax  benefit  to  a  third  party
               corporation  buyer.  The  Technology  Tax  Certificate  Transfer
               Program  for  transferring  net  operating  loss  and  R  & D tax
               benefits is the responsibility of New Jersey Economic Development
               Authority.

Note  6  -     Contracts:

               In  September,  2001  the  Company  entered  into  an  employment
               agreement  with  Robert  Galler,  who  became  Vice  President  -
               Corporate  Development  and  a  Director  of  the  Company.  The
               Agreement  was  amended in December, 2001. Under the Agreement as
               amended,  Mr.  Galler was hired for a period of three years, at a
               base  salary  of  $180,000  per  year.  See  also  Note  4.


               During  January  2002,  the  Company  entered  into  a consulting
               agreement,  and will pay $25,000 per quarter through December 31,
               2002  for  investor relations with The Trout Group, LLC. See also
               Note  4.

               In  February  2002  the  Company  entered  into  an  employment
               agreement,  effective  January 1, 2002, with its President, Harry
               A.  Dugger  III.  The  Agreement  has  a  term of three years and
               provides  for  a  base  salary  of  $248,000  per  year.

               In  February,  2002  the  Company  entered  into  an  employment
               agreement,  effective  January  1, 2002, with its Chief Financial
               Officer,  Donald Deitman. The Agreement has a term of three years
               and  provides  for  a  base  salary  of  $125,000  per  year.
                                     F-7




Note  7  -     Related  Parties:

               In  February 2002 the Company entered into a consulting agreement
               with  John  H.  Klein  for  the  rendition  of  advice  regarding
               strategic transactions. The Agreement has a term of one year, and
               is renewable annually thereafter. The Agreement provides for base
               fees  of  $300,000 per year, with additional compensation payable
               for  the achievement of certain goals set forth in the Agreement.
               Upon  execution  of this agreement, 1,000,000 options were issued
               with  a  10  year  life  at an exercise price of $2.40 per common
               share.  The  options  vest  and become exercisable in three equal
               annual  installments commencing February 1, 2003. In addition, in
               February  2002,  this  consultant  was  elected  as  a member and
               Chairman  of  the  Company's  Board  of  Directors.











                                      F-8



                          INDEPENDENT AUDITORS' REPORT

To  the  Board  of  Directors  and  Stockholders  of
  Flemington  Pharmaceutical  Corporation


We have audited the balance sheet of Flemington Pharmaceutical Corporation as of
July 31, 2001 and the related statements of operations, changes in stockholders'
equity and cash flows for each of the two years in the period then ended.  These
financial  statements  are  the  responsibility of the Company's management. Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

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

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  financial  position  of Flemington Pharmaceutical
Corporation  at  July  31,  2001, and the results of its operations and its cash
flows  for  each  of  the  two years in the period then ended in conformity with
accounting  principles  generally  accepted  in  the  United  States of America.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 2 to the
financial  statements,  the  Company  has had a history of recurring losses from
operations,  giving rise to a stockholders' deficiency through July 31, 2001 and
is  currently  developing pharmaceutical products which will require substantial
financing  to  fund  anticipated product development costs.  Resulting operating
losses  and  negative  cash  flows from operations are likely to occur until, if
ever,  profitability  can  be  achieved  through  successful  marketing of newly
developed  products.  These  factors raise substantial doubt about the Company's
ability  to  continue as a going concern.  Management's plans in regard to these
matters  are  described  in Note 2.  The financial statements do not include any
adjustments  that  might  result  from  the  outcome  of  this  uncertainty.


                                                WISS  &  COMPANY,  LLP

Livingston,  New  Jersey
August  31,  2001


                                      F2-1





                      FLEMINGTON PHARMACEUTICAL CORPORATION

                                  BALANCE SHEET
                                  JULY 31, 2001


                                    ASSETS


                                                                                                   
CURRENT ASSETS:
  Cash                                                                              $   585,000
  Accounts receivable - trade, less allowance for doubtful accounts
    of  $9,000                                                                           92,000
  Prepaid expenses and other current assets. . . . . . . . . . . . . . . . . . . .       57,000
                                                                                    -----------
            Total Current Assets . . . . . . . . . . . . . . . . . . . . . . . . .                    $734,000

FURNITURE, FIXTURES, AND EQUIPMENT, LESS
ACCUMULATED DEPRECIATION OF $95,000                                                                    167,000

DEMAND NOTE RECEIVABLE, SHAREHOLDER. . . . . . . . . . . . . . . . . . . . . . . .                      60,000

DUE FROM JOINT VENTURE PARTNER FOR REIMBURSABLE EXPENSES                         .                       6,000

OTHER ASSETS                                                                                            17,000
                                                                                                   -----------
                                                                                                      $984,000
                                                                                                   ===========
                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable-trade                   .                                            $11,000
  Accrued expenses and other current liabilities . . . . . . . . . . . . . . . . .       77,000
                                                                                    -----------

     Total Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . .                     $88,000


COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY :
   Preferred stock, $.01 per value:
        Authorized 1,000,000 shares, none issued                                              -
   Common stock $.001 par value:
        Authorized - 50,000,000 shares
           Issued and outstanding -7,724,900 shares. . . . . . . . . . . . . . . .        8,000
   Additional paid-in capital. . . . . . . . . . . . . . . . . . . . . . . . . . .    6,411,000
   Accumulated Deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   (5,523,000)
                                                                                    -----------

           Total Stockholders' Equity                .                                                 896,000
                                                                                                   -----------
                                                                                                      $984,000
                                                                                                   ===========

See  accompanying  notes  to  financial  statements.


                                      F2-2

                      FLEMINGTON PHARMACEUTICAL CORPORATION

                            STATEMENTS OF OPERATIONS



                                                              Year Ended
                                                               July 31,
                                                      -------------------------
                                                           2001        2000
                                                      -----------   -----------
                                                                   
REVENUES:
   Consulting. . . . . . . . . . . . . . . . . . . .  $    36,000   $   103,000
   Product Development . . . . . . . . . . . . . . .      264,000       179,000
                                                      -----------   -----------
                                                          300,000       282,000
                                                      -----------   -----------
COST AND EXPENSES:
  Consulting . . . . . . . . . . . . . . . . . . . .       49,000       166,000
  Product                                                 642,000       400,000
development. . . . . . . . . . . . . . . . . .
  Selling, general and
    administrative expenses. . . . . . . . . . . . .      787,000       939,000
                                                      -----------   -----------
                                                        1,478,000     1,505,000
                                                      -----------   -----------


LOSS FROM                                              (1,178,000)   (1,223,000)
OPERATIONS. . . . . . . . . . . . . . . . .

INTEREST INCOME                                            23,000        44,000
INCOME. . . . . . . . . . . . . . . . .
                                                      -----------   -----------

NET LOSS BEFORE TAXES                                  (1,155,000)   (1,179,000)

  Deferred Income Tax Benefit. . . . . . . . . . . .       46,000             -

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


NET LOSS . . . . . . . . . . . . . . . . .            $(1,109,000)  $(1,179,000)
                                                      ===========   ===========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING. . . . . . . . . . . . . . . . .            6,326,000     4,447,000
                                                      ===========   ===========

BASIC AND DILUTED LOSS
PER COMMON SHARE:
  Net
Loss . . . . . . . . . . . . . . . . . . . . .        $      (.18)  $      (.27)
                                                      ===========   ===========

See  accompanying  notes  to  financial  statements.

                                      F2-3


                      FLEMINGTON PHARMACEUTICAL CORPORATION

                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY



                                              Common Stock
                                         ----------------------
                                                                  Additional
                                                         Par        Paid-in        Accumulated   Stockholders'
                                            Shares      Value      Capital          Deficit        Equity
                                         ------------  --------  ------------  ---------------  ------------
BALANCE,  JULY 31, 1999                   3,877,300     $4,000    $4,268,000     $(3,235,000)    $1,037,000
                                         ------------  --------  ------------  ---------------  ------------
                                                                                     
YEAR ENDED JULY 31, 2000
  In connection with private placement,
  net of costs                              2,000,000     2,000       982,000               -       984,000
  Net Loss                                          -         -             -      (1,179,000)   (1,179,000)
                                         ------------  --------  ------------  ---------------  ------------
BALANCE, JULY 31, 2000                      5,877,300    $6,000    $5,250,000     $(4,414,000)      $842,000
                                         ------------  --------  ------------  ---------------  ------------

YEAR ENDED JULY 31, 2001
  Common Shares Issued for Services             3,937         -         6,000               -         6,000
  In connection with private placement,
  net of costs                              1,843,663     2,000     1,155,000               -     1,157,000
  Net Loss                                          -         -             -      (1,109,000)   (1,109,000)
                                         ------------  --------  ------------  ---------------  ------------
BALANCE, JULY 31, 2001                      7,724,900    $8,000    $6,411,000     $(5,523,000)     $896,000
                                         ============  ========  ============  ===============  ===========




    See  accompanying  notes  to  financial  statements.


                                      F2-4



                      FLEMINGTON PHARMACEUTICAL CORPORATION

                            STATEMENTS OF CASH FLOWS



                                                                        Year Ended
                                                                        July  31,
                                                                --------------------------
                                                                            
                                                                    2001          2000
                                                                ------------  ------------
CASH FLOW FROM OPERATING ACTIVITIES:
  Net  loss                                                     $(1,109,000)  $(1,179,000)
  Adjustments to reconcile net loss to net cash
      flows from operating activities:
      Shares issued for services                                      6,000             -
      Options issued for services                                         -        10,000
      Depreciation and amortization                                  24,000        14,000
      Changes in operating assets and liabilities:
      Accounts receivable                                           (46,000)       76,000
      Due from D&O Insurance Carrier                                 86,000       (86,000)
      Prepaid expenses and other current assets                      (5,000)        6,000
      Due from Joint Venture partner for reimbursable expenses       74,000       (80,000)
      Other Assets                                                   (7,000)        9,000
      Accounts payable - trade                                      (57,000)       20,000
      Billings in excess of costs and estimated earnings
        on uncompleted contracts                                    (49,000)       49,000
      Accrued expenses and other current liabilities                (23,000)       22,000
                                                                ------------  ------------
         Net cash flows from operating activities                (1,106,000)   (1,139,000)
                                                                ------------  ------------


CASH FLOWS FROM INVESTING ACTIVITIES -
  Purchase of property and equipment                               (166,000)       (9,000)
                                                                ------------  ------------
        Net cash flows from investing activities                   (166,000)       (9,000)
                                                                ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES -
  Private placement                                               1,157,000       984,000
                                                                ------------  ------------
      Net cash flows from financing activities                    1,157,000       984,000
                                                                ------------  ------------
NET CHANGE IN CASH                                                 (115,000)     (164,000)
CASH,  BEGINNING OF YEAR                                            700,000       864,000
                                                                ------------  ------------
CASH,  END OF YEAR                                              $   585,000   $   700,000
                                                                ============  ============


SUPPLEMENTAL CASH FLOW INFORMATION:
    Interest paid                                               $         -   $         -
                                                                =============  ============
    Income taxes paid                                           $         -   $         -
                                                                =============  ============


See accompanying notes to financial statements.


                                      F2-5



                      FLEMINGTON PHARMACEUTICAL CORPORATION

                          NOTES TO FINANCIAL STATEMENTS


Note  1  -     Nature  of  the  Business  and  Summary of Significant Accounting
               Policies:

               Nature  of  the  Business - Flemington Pharmaceutical Corporation
               (the  "Company") , which was formerly incorporated under the laws
               of  New  Jersey  was  reincorporated  in the State of Delaware in
               November  1998.  The  Company  is  engaged  in  domestic  and
               international  consulting activities and the development of novel
               pharmaceutical  products  combining presently marketed drugs with
               innovative  patent-pending  oral  dosage  delivery systems of the
               Company,  designed  to  enhance  and  accelerate the onset of the
               therapeutic  benefits  which  the  drugs are intended to produce.
               Management  intends to develop the products in collaboration with
               pharmaceutical companies having significant existing sales of the
               pharmaceutical  compounds  being  incorporated into the Company's
               dosage  delivery  systems, thereby creating a more effective, and
               more  attractive  product.

               Revenues and Costs - Revenues from contract clinical research are
               recognized  as  earned.

               Contract  costs  normally consist of fees paid to outside clinics
               for  studies  and an allocable portion of the Company's operating
               expenses.  General  and  administrative  costs  pertaining  to
               contracts  are  charged  to  expense  as  incurred.

               Financial  Instruments  -  Financial  instruments  include  cash,
               accounts  receivable,  amounts  due  from  joint venture partner,
               loans  to  stockholders  and  employees,  accounts  payable,  and
               accrued  expenses. The amounts reported for financial instruments
               are  considered  to  be  reasonable  approximations of their fair
               values,  based  on  market  information  available to management.

               Furniture,  Fixtures  and  Equipment  -  Furniture,  fixtures and
               equipment  are  stated  at  cost.  The  Company  provides  for
               depreciation  using  accelerated  methods,  based  upon estimated
               useful  lives  of  5  to  7  years  for  furniture,  fixtures and
               equipment.

               Income  Taxes - Temporary differences between financial statement
               and  income  tax  reporting  result  primarily from net operating
               losses  and  reporting  on  the  cash basis of accounting for tax
               reporting  purposes.  As a result of these temporary differences,
               the  Company has recorded a deferred tax asset with an offsetting
               valuation  allowance  for  the  same  amount.

               Defined  Contribution Retirement Plans - The Company has a Simple
               IRA  retirement  plan providing for contributions at management's
               discretion.  During  the years ended July 2000 and July 2001, the
               Company  made  contributions  to  the  retirement  plan  of
               approximately  $5,000  and  approximately  $15,000, respectively.


               Risk  Concentrations:

               (a)  Credit  Risk  -  The  Company maintains its cash balances in
                    financial  institutions  that  are  insured  by  the Federal
                    Deposit  Insurance  Corporation  (FDIC) up to $100,000 each.
                    Such  balances,  at  times,  may  exceed  the  FDIC  limits.

                                      F2-6

               (b)  Major  Customers  -  During  fiscal  2001,  the  Company had
                    revenue  from  two  customers  located  in  United  States
                    approximating  40%  and  18%, respectively, of the Company's
                    total  revenue.

                    During  fiscal  2000,  the  Company  had  revenue  from  two
                    customers located in the United States approximating 27% and
                    18%,  respectively,  of  the  Company's  total  revenue.

               (c)  Accounts  Receivable  -  At  July  31, 2001, the Company had
                    unsecured  accounts  receivable from one customer located in
                    United States of America and one customer located in France,
                    approximating  55%  and  30%, respectively, of the Company's
                    total accounts receivable. At July 31, 2000, the Company had
                    unsecured  accounts  receivable from one customer located in
                    the  United  States,  one customer located in France and one
                    customer  located in the United Arab Emirates, approximating
                    33%,  20%  and  15%,  respectively,  of  the Company's total
                    accounts  receivable.  The  Company  has  long-standing
                    relationships  with  its  principal customers and feels that
                    credit risk associated with these customers is limited. With
                    regard  to  new  customers,  the  Company  receives customer
                    referrals  through  long  standing  relationships.

               (d)  Supplier  Dependence - The Company believes that certain raw
                    materials,  including  inactive  ingredients,  are available
                    only  from a limited number of suppliers internationally and
                    that  certain  packaging  materials  intended  for  use  in
                    connection  with  its spray products currently are available
                    from limited supply sources. The Company does not believe it
                    will  encounter  difficulties  in  obtaining  inactive
                    ingredients  or  packaging  materials  necessary  for  the
                    manufacture  of  its  products.  However,  there  can  be no
                    assurance  that  the  Company  will  be  able  to enter into
                    satisfactory purchasing agreements or arrangements, thereby,
                    causing  a  potential  significant  adverse  effect  on  the
                    Company's  ability  to  arrange  for  the  manufacture  of
                    formulated  products.



               Use  of  Estimates  -  The preparation of financial statements in
               conformity with generally accepted accounting principles requires
               management  to  make  estimates  and  assumptions that affect the
               reported  amounts  of  assets  and liabilities and disclosures of
               contingent  assets  and  liabilities at the date of the financial
               statements  and  the  reported  amounts  of revenues and expenses
               during  the  reporting  period.  Actual results could differ from
               those  estimates.

               Earnings  (Loss)  per  Share  - Statement of Financial Accounting
               Standards  (SFAS)  No.  128,  "Earnings  Per  Share" requires the
               disclosure  of  both  diluted and basic earnings per share. Basic
               earnings per share is based on the weighted average of all common
               shares outstanding. The computation of diluted earnings per share
               does  not  assume the conversion, exercise or contingent issuance
               of  securities that would have an antidilutive effect on earnings
               per  share.

               Recent  Accounting Pronouncements - In July 2001, the FASB issued
               SFAS  No.  141,  "Business  Combinations,"  and  SFAS  No.  142,
               "Goodwill and Other Intangible Assets." SFAS No. 141 provides new
               guidance on the accounting for a business combination at the date
               a  business  combination  is completed. Specifically, it requires
               use  of  the  purchase  method  of  accounting  for  all business
               combinations  initiated  after June 30, 2001, thereby eliminating
               use  of the pooling-of-interests method. SFAS No. 142 establishes
               new guidance on how to account for goodwill and intangible assets
               after a business combination is completed. Among other things, it
               requires  that  goodwill and certain other intangible assets will
               no longer be amortized and will be tested for impairment at least
               annually and written down only when impaired. This statement will

                                      F2-7


               apply  to existing goodwill and intangible assets, beginning with
               fiscal  years  starting  after  December 15, 2001. The Company is
               currently  evaluating  these  statements but does not expect that
               they  will have a material impact as the results of operations of
               financial  position  of  the  Company.


               In  December  1999,  the Securities and Exchange Commission (SEC)
               issued  Staff  Accounting  Bulletin  No.  101 (SAB 101), "Revenue
               Recognition in Financial Statements." The Company adopted SAB 101
               as  of  August  1,  2000. The adoption of SAB 101 did not have an
               effect  on  the results of operations or financial portion of the
               Company.

               In  June  1998,  the  Financial Accounting Standards Board issued
               SFAS  No.  133  Accounting for Derivative Instruments and Hedging
               Activities  which,  as  amended, will be effective for its fiscal
               year  ending  July  31,  2001.  The  Company  does not expect any
               significant impact to its financial statements from SFAS No. 133.

Note  2  -  Management's  Plans to Overcome Operating and Liquidity Difficulties

               The  Company's  financial  statements  have been presented on the
               basis  that  it  is  a  going  concern,  which  contemplates  the
               realization  of assets and the satisfaction of liabilities in the
               normal  course  of  business.

               The  Company's  continued existence is dependent upon its ability
               to  achieve profitable operations or obtain additional financing.
               The  Company is currently seeking collaborative arrangements with
               pharmaceutical  companies  for  the joint development of delivery
               systems  and  the successful marketing of these delivery systems.
               The  Company is exploring merger opportunities or other strategic
               alternatives  to  fund  future  operations.

               In  view of the Company's very limited resources, its anticipated
               expenses  and  the  competitive  environment in which the Company
               operates,  there  can be no assurance that its operations will be
               sustained  for  the  duration  of  its  next  fiscal  year.

Note  3  -  Prepaid  and  Accrued  expenses:

               Prepaid expenses and other current assets - Approximately $38,000
               of  prepaid supplies and an approximate $5,000 employee loan (see
               note  6)  are  included  in  the  $57,000 total. The remainder is
               prepaid  expenses  and  other  current  assets.

               Accrued  expenses  and  other current liabilities - Approximately
               $49,000  of  accrued  salary and related payroll taxes due to the
               Company's  president  and  CEO are included in the $77,000 total.
               The  remainder is accrued expenses and other current liabilities.

Note  4  -  Furniture,  Fixtures  and  Equipment

               Furniture,  fixtures  and  equipment  is  summarized  as follows:

                                                                 July 31, 2001
                                                                 -------------
                                  Equipment                          $ 198,000
                                  Furniture and fixtures                64,000
                                                                 -------------
                                                                       262,000
                                  Less:            Accumulated          95,000
                                  depreciation                   =============
                                                                     $ 167,000
                                                                 =============
                                      F2-8


Note  5  -     Stockholders'  equity:

               Preferred  Stock  -  The  Company's  Certificate of Incorporation
               authorizes  the  issuance  of up to 1,000,000 shares of Preferred
               Stock. None of such Preferred Stock has been designated or issued
               to  date.  The  Board  is authorized to issue shares of Preferred
               Stock  from  time  to time in one or more series and to establish
               and designate any such series and to fix the number of shares and
               the  relative  conversion rights, voting, terms of redemption and
               liquidation.

Note  6  -     Related  Party  Transactions:

               Employee  Note Receivable - During June 2001, the company granted
               a  six  (6)  months  loan of approximately $5,000 to an employee.
               This  loan  provides  for  seven  percent  (7%)  annual interest.

               Forgiven  Salary  -  During  April  2001,  the Company's chairman
               resigned  as  an  employee  and  forgave approximately $72,000 of
               accrued  and  unpaid  salary.  The  Company  agreed to a four (4)
               months consulting contract with the chairman's consulting company
               for  an  immediate cash payment of $25,000 and a $6,500 per month
               fee.

               Legal  Fees - The Company has incurred legal fees with an officer
               and  director of the Company. These fees approximated $85,000 and
               $66,000 for the years ended July 31, 2001 and 2000, respectively.

               Stockholder's  Note  Receivable - In April 1998, the Company lent
               $60,000 to its President. The note is due on demand with interest
               at 7% due quarterly. Interest approximated $4,200 for each of the
               two  years  ended  July  31,  2001.

Note  7  -     Commitments  and  Contingencies:

               Joint  Venture  -  In  December  1997, the Company entered into a
               joint  venture  agreement with a business development corporation
               for  the purposes of developing products. For the year ended July
               31, 2001, approximately $46,000 total costs had been recorded for
               this  venture  and approximately $23,000 had been invoiced to the
               joint venture partner. At July 31, 2001, approximately $6,000 was
               due  from  the  joint  venture  partner.

               Leases  - In August 2000, the Company entered into a 5-year lease
               agreement, effective October 2000, for approximately 4,500 square
               feet  of  office, laboratory and manufacturing space. Annual rent
               is  approximately $63,000, for each year, plus real estate taxes,
               currently  estimated  to  be  approximately  $11,000  annually.
               Previously,  the  Company rented office space on a month to month
               basis. Rent expense for the Company totaled approximately $69,000
               and  $26,000  for  the  years  ended  July  31,  2001  and  2000,
               respectively.

               Government  Regulation  -  The  development,  manufacture  and
               commercialization  of  pharmaceuticals  are  subject to extensive
               regulation  by various federal and state government entities. The
               Company  cannot determine the impact of government regulations on
               the  development  of  its  delivery  systems.

Note  8  -     Income  Taxes:

               No  provision  for  current and deferred income taxes is required
               for  the  years  ended  July  31,  2001  and  2000.

                                      F2-9


               The  significant  components  of  the  Company's net deferred tax
               asset  are  summarized  as  follows:


                                                               July 31
                                                      ------------------------
                                                          2001         2000
                                                      -----------  -----------
                                                                 
Differences between the cash basis of accounting
for income tax reporting and the accrual basis
for financial reporting purposes                      $  (27,000)  $  (19,000)
 Net operating loss carryforwards. . . . . . . .        2,003,00     1,610,00
                                                               0            0
                                                      -----------  -----------
                                                       1,976,000    1,591,000

Valuation allowance                                    1,976,000     1,591,000
                                                      -----------  -----------
Net deferred tax asset . . . . . . . . . . . . .      $        -   $        -

                                                      ===========  ===========

The  following  is  a  reconciliation  of income tax benefit computed at the 34%
statutory  rate  to  the  provision  for  income  taxes:


                                                      ------------------------
                                                          2001         2000
                                                      -----------  -----------
                                                                 
Tax at statutory rate. . . . . . . . . . . . .        $ 377,000    $ 401,000
State Income Tax. . . . . . . . . . . . .                48,000       47,000
Valuation allowance. . . . . . . . . . . . .           (425,000)    (448,000)
                                                      -----------  -----------
                                                      $       -    $       -
                                                      ===========  ===========

               A valuation allowance is provided when it is more likely than not
               that some portion of the deferred tax asset will not be realized.
               The  Company has determined, based on the Company's prior history
               of  recurring  losses,  that  a  full  valuation  allowance  is
               appropriate  at  July  31,  2001  and  2000.

               At July 31, 2001, the Company has federal and state net operating
               loss  carryforwards  for  financial  reporting  and  income  tax
               purposes  of  approximately  $5,516,000  and  $2,381,000,
               respectively,  which  can  be  used  to offset current and future
               taxable  income  through  the  year  2021. During fiscal 2001 the
               Company  sold  a  portion  of  its  state  net  operating  loss
               carryforwards  realizing  approximately  $46,000. The Company has
               been  informed that it is eligible to sell another portion of its
               state  NOL  during  fiscal  2002.

Note  9  -     Stock  Options:

               At  July  31,  2001, the Company had three plans to allow for the
               issuance of stock options and other awards, the 1992 Stock Option
               Plan,  the  1997 Stock Option Plan and the 1998 Stock Option Plan
               (the  "Plans").  The  total  number  of  shares  of  common stock
               reserved  for  issuance,  either  as  incentive  stock  options
               ("ISO's")  under  the  Internal  Revenue Code or as non-qualified
               options,  under  each of the Plans is 500,000 shares. ISOs may be
               granted  to  employees  and  officers  of  the  Company  and
               non-qualified may be granted to consultants, directors, employees
               and officers of the Company. Options to purchase Company's common
               stock  could  not be granted at a price less than the fair market
               value  of  the  common stock at the date of grant and will expire
               not more than ten years from the date of grant. ISOs granted to a
               10%  or  more stockholder could not be for less than 110% of fair
               market  value  or  for  a  term  of  more  than  5  years.

                                      F2-10

               The  Company  uses  the  intrinsic value method prescribed by APB
               Opinion No. 25 to measure compensation expense. If the fair value
               method  had  been  used  to  measure  compensation  expense  as
               prescribed  by  SFAS  No.  123,  net loss would have increased by
               $361,000  or  $.08  per share to $1,540,000 or $.35 per share for
               fiscal  2000.  There  were  no  options  granted  in fiscal 2001.

               The  fair  value of options granted in fiscal 2000 were estimated
               at  the  date of grant using a Black-Sholes option model with the
               following  weighted-average  assumptions, respectively: risk-free
               interest  rates  of  5.5% yield of 0.0% volatility factors of the
               expected  market  price  of  the Company's Common Stock of 10% to
               174%  and a weighted-average expected life of the options of five
               (5)  to  ten  (10)  years.

               The Black-Scholes option valuation model was developed for use in
               estimating  the  fair  value  of  traded  options,  which have no
               vesting  restrictions  and  are  fully transferable. In addition,
               option  valuation  models  require  input  of  highly  subjective
               assumptions  including  the expected stock price volatility. When
               the  Company  shares were not traded publicly, the employee stock
               options had characteristics significantly different from those of
               publicly  traded options. Because changes in the subjective input
               assumptions  can  materially  affect  fair  value  estimate,  in
               management's  opinion,  the  existing  models  do not necessarily
               provide  a  reliable  single  estimate  of  the fair value of its
               employee  stock  options.

               Information  with  respect to stock option activity is as follows
               (in  thousands,  except  exercise  price  amounts):


                                                             Outstanding Options
                                                       -------------------------------
                                           Options          Number of        Weighted
                                        Available for        Options         Average
                                           Grant                          Exercise Price
                                      ----------------    -------------  ---------------
                                                                    
Balance at August 1,  1999                 400                1,900          $1.66
Grants                                    (400)                 400            .93
Exercises                                    -                    -              -
Cancellations                                -                    -              -
Balance at July 31, 2000                     -                2,300           1.53
                                         -----                -----          -----
Grants                                       -                    -              -
Exercises                                    -                    -              -
Cancellations                                -                    -              -
Balance at July 31, 2001                     -                2,300          $1.53
                                         =====                =====          =====



Option  price  per  share:  $.88  -  $2.00
Options  exercisable:  2,300,000

The following table summarizes significant ranges of outstanding and exercisable
options  at  July  31,  2001  (in  thousands,  except  exercise  price amounts):


                                        Outstanding Options            Options Exercisable
                                    --------------------------      -------------------------
                                              Weighted   Weighted
                                              Average    Average                   Weighted
                                             Remaining   Exercise                   Average
                                   Option     Life in     Price          Option    Exercise
Range of Exercise Prices              s        Years                        s        Price
------------------------           ------    ---------   -------         ------     -------

                                                                     
0.51 -
$1.00 . . . . .                    680       4.5         $  .95             680       $ .95
-
$1.50 . . . . .                    120       2.5           1.11             120        1.11
1.51 -
$2.00 . . . . .                  1,500       4.9           1.83           1,500        1.83
                              --------  --------       --------          ------     -------
                                 2,300       4.7          $1.53           2,300       $1.53
                              ========  ========       ========          ======     =======

                                      F2-11


               In  addition  to  stock  options  issued by the Company under the
               Plans,  the Company has reserved 2,105,472 shares of common stock
               for  non-plan  options  and  warrants  as  detailed  below.

               Non-plan  Options  and  Warrants  -  At  July 31, 2001 there were
               outstanding  the  following  classes  and  numbers of instruments
               exercisable  for  Common  Stock:

               A. 680,000 Class A Warrants, issued in connection with the Public
               Offering,  exercisable  until  November  2002, to purchase a like
               number  of  shares  of Common Stock at an exercise price of $5.80
               per  share.


               B.  68,000 warrants, issued to the Underwriter in connection with
               the Public Offering, exercisable until November 2002, to purchase
               68,000  units,  each  consisting of one share of Common Stock and
               one  Class A Warrant at an exercise price of $9.74 per unit. Each
               Class  A Warrant included in the units is exercisable on the same
               terms  as  is  described  above  in  paragraph  A.

               C.  800,000  stock options, not issued under any of the plans, as
               follows:

                    - 300,000 options each issued to the Company's President and
                    Chairman  of the Board of Directors, for a total of 600,000,
                    having  an  exercise  price  of  $1.84  per share, issued in
                    connection  with  their  respective employment agreements in
                    June  1997,  exercisable  until  November  2007.

                    -  100,000  options  each  issued  to  the  Company's  Vice
                    President  for  Research  and Development and Vice President
                    for Product Development in May 1998, for a total of 200,000,
                    in  connection  with their respective employment agreements,
                    having  an  exercise  price  of $1.75 per share, exercisable
                    until  May  2008.  These  options  expired  in  August 2001.

               D.  100,000  warrants  issued to a consulting company exercisable
               until  March  2003  at  a  price  of  $2.50.

               E.  200,000  warrants  issued to a consulting company exercisable
               until  November  2010  at  a  price  of  $.75.

               F. 257,472 warrants at $.75 per share issued to broker/dealers in
               connection  With  the  fiscal year 2001 private placement. 50,000
               warrants  expire  in  October  2010,  and  remaining  warrants of
               207,472  shares  expire  in  May  2011.

                                      F2-12


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

       You  should  rely  only  on  the
information  contained in this document.
We have not authorized anyone to provide
you  with information that is different.
This  document may only be used where it
is  legal  to sell these securities. The
information in this document may only be   Flemington Pharmaceutical Corporation
accurate  on  the date of this document.

                                           Distribution of 16,443,151 shares of
    Additional  risks and uncertainties                common stock
 not  presently  known     or  that  are
 currently  deemed immaterial  may  also
 impair  our  business  operations.  The
 risks  and  uncertainties described  in
 this  document   and  other  risks  and
 uncertainties which  we may face in the
 future  will have  a  greater impact on              ----------------
 those  who  purchase  our  common stock.                PROSPECTUS
 These   purchasers  will  purchase  our              ----------------
 common stock at the market price or at
 a privately negotiated price and will
 run the  risk  of     losing  their
 entire investment.



                                                    September __, 2002


---------------------------------------  ---------------------------------------
                                        2


                                    PART II


                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item  24.  Indemnification  of  Directors  and  Officers

     Section  145 of the Delaware General Corporation Law (the "GCL") empowers a
corporation  to  indemnify  its directors and officers and to purchase insurance
with  respect  to  liability  arising  out of the performance of their duties as
directors  and  officers.  The  GCL  provides  further  that the indemnification
permitted  thereunder shall not be deemed exclusive of any other rights to which
the  directors and officers may be entitled under the corporation's by-laws, any
agreement,  vote  of  stockholders  or  otherwise.

     Article  Ninth  of our Certificate of Incorporation eliminates the personal
liability  of  directors  to  the fullest extent permitted by Section 102 of the
GCL.  Article  Tenth  provides  for indemnification of all persons whom we shall
have  the  power  to  indemnify  pursuant  to  Section  145  of  the  GCL.

     The  effect  of  the  foregoing  is  to  require  Flemington  to the extent
permitted  by  law to indemnify the officers and directors of Flemington for any
claim  arising  against such persons in their official capacities if such person
acted  in good faith and in a manner that he reasonably believed to be in or not
opposed  to  the best interests of Flemington, and, with respect to any criminal
action  or  proceeding,  had  no  reasonable  cause  to  believe his conduct was
unlawful.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act  may  be permitted to directors, officers or persons controlling
Flemington  pursuant  to the foregoing provisions, we have been informed that in
the  opinion of the Commission, such indemnification is against public policy as
expressed  in  the  Securities  Act  and  is  therefore  unenforceable.

     We  currently  have  liability  insurance  coverage  for  our  officers and
directors.

Item  25.  Other  Expenses  of  Issuance  and  Distribution

     The  following  table  sets  forth  the  costs  and expenses payable by the
registrant  in connection with the sale of the securities being registered.  All
amounts  are  estimates  except  the  SEC  registration  fee:

            SEC  registration  fee. . . . . . . . . . . . . . . .  $  4,394.83
            Printing  and  engraving  expenses. . . . . . . . . .  $  2,500.00
            Accounting  fees  and  expenses . . . . . . . . . . .  $  5,000.00
            Attorneys'  fees  and  expenses . . . . . . . . . . .  $ 40,000.00
            Transfer  agent's  fees  and  expenses. . . . . . . .  $  1,500.00
            Miscellaneous                                          $  1,605.17
                                                                    ----------

                  Total                                            $ 55,000.00
                                                                    ----------

Item  26.  Recent  Sales  of  Unregistered  Securities.

     Set  forth  below  is  information  regarding  the  issuance  and  sales of
Flemington's  common  stock  without  registration  during the last three years.
Other  than as set forth below, no such sales involved the use of an underwriter
and  no  commissions  were  paid  in connection with the sale of any securities.

                                      II-1


     During  July  2002,  we  issued 35,106 shares of common stock (via cashless
exercise  of  warrants  to  purchase  48,142  shares).  The  sales  were made in
reliance  of  Section  3(a)(9)  of  the  Act.

     During June 2002, we issued 14,379 shares of our common stock (via cashless
exercise  of warrants to purchase 19,216 shares).  The sale was made in reliance
of  Section  3(a)(9)  of  the  Act.


     During  March 2002, we issued 2,666,667 units (each consisting of one share
of  common stock and one warrant to purchase a share of common stock at $.75 per
share)  at  $.75 per unit, to an accredited investor pursuant to Section 4(2) of
the  Act.

     During  December  2001,  we  issued 4,000,000 units (each consisting of one
share  of  common  stock  and one warrant to purchase a share of common stock at
$.75  per share) at $.75 per unit, to an accredited investor pursuant to Section
4(2)  of  the  Act.

     In  May  2001, we issued 1,843,663 shares of our common stock, in a private
placement,  at  $.75  per share, to accredited investors. The sales were made in
reliance  of  Section  4(2)  of  the  Act.  We  paid  $138,275 in commissions in
connection  with  that  transaction.

     In  October 2000, we issued 3,937 shares of our common stock to an investor
relations  firm.  The  sale  was  made  in  reliance on Section 4(2) of the Act.

     In April 2000, we issued 2,000,000 shares of our common stock, in a private
placement,  at  $0.50  per share, to accredited investors. The sales were made a
reliance  on  Section 4(2) of the Act. We paid no commissions in connection with
that  transaction.

                                      II-2



Item  27.  Exhibits
Exhibit





EXHIBIT
NUMBER       NAME
------      ----

       INCORPORATED DOCUMENTS                               SEC EXHIBIT REFERENCE
       ----------------------------------------  --------------------------------------------
                                           
                                                 As filed with the Registrant's Preliminary
 2.1   Agreement of Merger dated as of           Proxy Statement on October 20, 1998, File
       October 29, 1998                          No. 000-23399

                                                 As filed with the Registrant's Preliminary
 3.1   Certificate of Incorporation of the       Proxy Statement on October 20, 1998, File
       Registrant, as amended                    No. 000-23399

                                                 As filed with the Registrant's Preliminary
                                                 Proxy Statement on October 20, 1998, File
 3.2   Bylaws of the Registrant, as amended      No. 000-23399

 4.1   Form of Warrant Agreement relating to     As filed with the Registrant's Form SB-2, on
       Public Warrants                           October 31, 1997, File No. 333-33201

                                                 As filed with the Registrant's Form SB-2, on
 4.3  Form of Class A Warrant Certificate        October 31, 1997, File No. 333-33201

 4.4  Form of Underwriters' Option              As filed with the Registrant's Form SB-2, on
      Agreement                                 October 31, 1997, File No. 333-33201

 5    Opinion of Brown Rudnick Berlack
      Israels LLP*

10.1   Employment Agreement with Harry A.       As filed with the Registrant's Form SB-2, on
       Dugger, III, Ph.D.                       April 15, 2002, File No. 333-86262

10.2   Employment Agreement with John J.         As filed with the Registrant's Form SB-2, on
       Moroney                                   October 3, 1997, File No. 333-33201

10.3   Agreement dated December 7, 1996          As filed with the Registrant's Form SB-2, on
       between the Registrant and Altana, Inc.   August 8, 1997, File No. 333-33201

                                                 As filed with the Registrant's Form SB-2, on1
10.4   Registrant's 1992 Stock Option Plan       August 8, 1997, File No. 333-33201

10.5   Form of Option Agreement under the        As filed with the Registrant's Form SB-2, on
       1992 Stock Option Plan                    October 3, 1997, File No. 333-33201

                                                 As filed with the Registrant's Form SB-2, on
10.6   Registrant's 1997 Stock Option Plan       August 8, 1997, File No. 333-33201

10.7   Form of Option Agreement under the        As filed with the Registrant's Form SB-2, on
       1997 Stock Option Plan                    October 3, 1997, File No. 333-33201

                                      II-3



10.8   Agreement with Rapid Spray                As filed with the Registrant's Form SB-2, on
      (Clemastine) dated June 2, 1992            August 8, 1997, File No. 333-33201

10.9  Agreement with Rapid Spray                 As filed with the Registrant's Form SB-2, on
      (Nitroglycerin) dated June 2, 1992         August 8, 1997, File No. 333-33201

10.10 Agreement with Creative Technologies,     As filed with the Registrant's Form SB-2, on
      Inc. dated December 26, 1996               October 3, 1997, File No. 333-33201

10.11  Registrant's 1998 Stock Option Plan       As filed with the Registrant's Preliminary
                                                 Proxy Statement on October 20, 1998,
                                                 File No. 000-23399

10.12  Employment Agreement with Donald P.       As filed with the Registrant's Form 10-KSB
       Cox, Ph.D.                                on October 28, 1999, File No. 000-23399

10.13  Employment Agreement with Kenneth         As filed with the Registrant's Form 10-KSB
       Cleaver, Ph.D.                            on October 28, 1999, File No. 000-23399

10.14  Amendment to Consulting Agreement         As filed with the Registrant's Form 10-KSB
       with Saggi Capital Corp. dated March      on October 28, 1999, File No. 000-23399
       25, 1998

10.15  Agreement with Altana, Inc., dated        As filed with the Registrant's Form 10-KSB/A
       December 7, 1996                          on September 26, 2001, File No. 000-23399

10.16  Agreement with CLL Pharma dated           As filed with the Registrant's Form 10-KSB/A
       February 12, 1998                         on September 26, 2001, File No. 000-23399

10.17  Agreement with Nace Resources, Inc.,
       dated December 29, 1997, together
       with Amendment Number 1 dated
       February 9, 1998; Amendment Number
       2 dated November 29, 1999; and,
       Amendment Number 3, dated May 5,         As filed with the Registrant's Form 10-KSB/A
       2000                                     on September 26, 2001, File No. 000-23399

10.18   Agreement with PolyMASC
        Pharmaceuticals plc, dated July 25,      As filed with the Registrant's Form 10-KSB/A
        2000                                     on September 26, 2001, File No. 000-23399

10.19   Authorization to proceed with Innovex,
        Inc. and Novartis Pharmaceuticals        As filed with the Registrant's Form 10-KSB/A
        Corp., dated June 15, 2000               on September 26, 2001, File No. 000-23399

10.20   Consulting Agreement with John           As filed with the Registrant's Form SB-2, on
        Klein                                    April 15, 2002, File No. 333-86262

                                      II-4



10.21   Employment Agreement with Robert         As filed with the Registrant's Form SB-2, on
        Galler                                   April 15, 2002, File No. 333-86262

10.22   Employment Agreement Amendment           As filed with the Registrant's Form SB-2, on
        No. 1 with Robert Galler                 April 15, 2002, File No. 333-86262

10.23   Employment Agreement with Donald         As filed with the Registrant's Form SB-2, on
        Deitman                                  April 15, 2002, File No. 333-86262

                                                 Incorporated by Reference to Schedule 13D
10.24   Common Stock and Warrant Purchase        filed on December 21, 2001 by Lindsay A.
        Agreement dated December 12, 2001.       Rosenwald, M.D.

10.25   Amendment No. 1 to Common Stock          As filed with the Registrant's Form SB-2, on
        and Warrant Purchase Agreement           April 15, 2002, File No. 333-86262

10.26   Employment Agreement with Mohammed
        Abd El-Shafy, Phd.*

11.1    Computation of earnings per share*

23      Consent of Wiss & Company LLP*


   *  Filed herewith

                                      II-5




Item  28.     Undertakings.

     The  undersigned  registrant  hereby  undertakes:

          (1)  To  file,  during  any  period in which offers or sales are being
     made,  a  post-effective  amendment  to  this  registration  statement:

          (a)  To  include  any  prospectus  required  by  section  10(a)(3)  of
     Securities  Act.


          (b) To reflect in the prospectus any facts or events arising after the
     effective  date  of  the  registration  statement  (or  the  most  recent
     post-effective  amendment thereof) which, individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     registration  statement.  Notwithstanding  the  foregoing,  any increase or
     decrease  in  volume  of  securities  offered (if the total dollar value of
     securities  offered  would  not  exceed  that which was registered) and any
     deviation  from the low or high end of the estimated maximum offering range
     may  be  reflected  in  the  form  of  prospectus filed with the commission
     pursuant  to  Rule  424(B)  if, in the aggregate, the changes in volume and
     price  represent  no more than 20% change in the maximum aggregate offering
     price  set  forth  in  the  "Calculation  of Registration Fee" table in the
     effective  registration  statement;  and

          (c)  To  include  any material information with respect to the plan of
     distribution  not previously disclosed in the registration statement or any
     material  change  to  such  information  in  the  registration  statement

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement  relating  to the securities offered therein, and the offering of such
securities  at  that  time  shall be deemed to be the initial bona fide offering
thereof.

     (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4)  That,  for  purposes of determining any liability under the Securities
Act,  each filing of the registrant's annual report pursuant to section 13(a) or
section  15(d)  of  the  Exchange  Act  that is incorporated by reference in the
registration  statement  shall  be  deemed  to  be  a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial bona fide offering thereof.

                                      II-6


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the registrant has duly
caused  this  registration  statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in the County of Hunterdon, State of New
Jersey,  on  August  30,  2002.

                                   FLEMINGTON  PHARMACEUTICAL  CORPORATION

                                   By:  /s/     Harry  A.  Dugger,  III
                                        -----------------------------------
                                        Harry  A.  Dugger,  III,  President

     Pursuant  to  the  requirements  of  the  Securities Act, this registration
statement  has been signed by the following persons in the capacities and on the
dates  indicated.





NAME                                          TITLE                              DATE
----                                          -----                              ----
                                                                            
/s/  Harry  A.  Dugger,  III    President, Chief Executive Officer        August 30, 2002
----------------------------    (Principal Executive
Harry A. Dugger, III            Officer)  and  Director


/s/  Donald  Deitman            Chief  Financial  Officer
--------------------            (Principal  Financial  Officer)           August 30, 2002
Donald  Deitman

/s/John  Klein                  Chairman  of  the  Board                  August 30, 2002
--------------
John  Klein

/s/  Robert  F.  Schaul         Secretary  and  Director                  August 30, 2002
-----------------------
Robert  F.  Schaul

/s/  Jack  J.  Kornreich        Director                                  August 30, 2002
------------------------
Jack  J.  Kornreich

/s/  Robert  C.  Galler         Director                                  August 30, 2002
-----------------------
Robert  C.  Galler



                                      II-7