SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

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

                 For the quarterly period ended March 31, 2001

      _    TRANSITION  REPORT  UNDER  SECTION  13 OR  15(d)  OF THE  SECURITIES
           EXCHANGE ACT OF 1934
                     For the transition period from           to
                        Commission File Number 000-24541

                         CORGENIX MEDICAL CORPORATION
                (Name of Small Business Issuer in its Charter)


              Nevada                           93-1223466
  (State or other jurisdiction of    (I.R.S. Employer Identification
  incorporation or organization)                  No.)


                12061 Tejon Street, Westminster, Colorado 80234

         (Address of principal executive offices, including zip code)

                                 (303) 457-4345

               (Issuer's telephone number, including area code)

      (Former  name,  former  address and former  fiscal year, if changed since
      last report)

Check  whether  the  issuer:  (1) filed  all  reports  required  to be filed by
Section  13 or 15(d) of the  Exchange  Act  during  the past 12 months  (or for
such shorter  period that the  registrant  was required to file such  reports),
and  (2)  has  been  subject  to  such  filing  requirements  for  the  past 90
days.     Yes X   No  ___
              -

The number of shares of Common Stock outstanding was 19,609,448 as of May 7,
2001.

Transitional Small Business Disclosure Format.     Yes _     No X_

<PAGE>





                          CORGENIX MEDICAL CORPORATION


                                 March 31, 2001





                                TABLE OF CONTENTS


                                                                       Page
                                                                     --------

                                     Part I


                              Financial Information


      Item 1.   Consolidated Financial Statements                       3


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




                                     Part II


                                Other Information


      Item 1.   Legal Proceedings                                      16


      Item 2.   Changes in Securities and Use of Proceeds              16


      Item 3.   Defaults Upon Senior Securities                        16


      Item 4.   Submission of Matters to a Vote of Security Holders    16


      Item 5.   Other Information                                      16


      Item 6.   Exhibits and Reports on Form 8-K                       17




<PAGE>


                                     Part I
                   Item 1. Consolidated Financial Statements

                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES
Consolidated Balance Sheets

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


                                                March 31, 2001    June 30, 2000
                                              -----------------  ---------------
                                                 (Unaudited)
Assets

Current assets:
  Cash and cash equivalents                     $  272,810              46,698
  Accounts receivable, less allowance for
   doubtful accounts of $7,000                     678,896             610,591
  Inventories                                      549,917             551,082
  Prepaid expenses                                   8,893                 511
                                                   --------           ---------

      Total current assets                       1,510,516           1,208,882
Equipment:
  Machinery and laboratory equipment               302,949             302,949
  Software, furniture, fixtures and
  office equipment                               1,056,648             800,055
                                                 ----------          ----------
                                                 1,359,597           1,103,004

  Accumulated depreciation and amortization       (507,517)           (469,772)
                                                 ----------          ----------
        Net equipment                              852,080             633,232

Intangible assets:
  Patents, net of accumulated
    amortization of $777,362 and $721,490,
    respectively                                   340,182             396,054
  Goodwill, net of accumulated
    amortization of $43,021 and $40,087,
    respectively                                    18,567              21,501
  Due from officer                                  12,000              12,000
  Other assets                                      65,602              18,718
                                                -----------         ------------
       Total assets                             $2,798,947           2,290,387
                                               ============         ============


  Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
  Current portion of notes payable              $  211,260             213,816
  Current portion of capital lease obligation       36,058              19,667
  Accounts payable                                 830,141             890,907
  Accrued payroll and related liabilities          138,603             125,163
  Other liabilities                                143,557             289,982
  Employee stock purchase plan payable               1,859               2,656
                                               -------------        ------------

      Total current liabilities                  1,361,478           1,542,191

Notes payable, excluding current portion           657,174             735,479
Capital lease obligation, excluding
 current portion                                    41,781              56,189
                                                ------------         -----------

      Total liabilities                          2,060,433            2,333,859
                                                ------------         -----------


Stockholders' equity (deficit):
  Preferred stock, $0.001 par value.  Authorized
    5,000,000 shares, none issued or outstanding      -                     -
  Common stock, $0.001 par value.  Authorized
    40,000,000 shares; issued  and outstanding
    19,527,203 in March and 17,416,562 in June     19,527                17,417
Additional paid-in capital                      4,325,282             3,958,898
Accumulated deficit                            (3,617,405)           (4,032,648)
Accumulated other comprehensive income             11,110                12,861
                                               ------------          -----------


      Total stockholders' equity (deficit)        738,514               (43,472)
                                               ------------          -----------


Total liabilities and stockholders'
 equity (deficit)                             $ 2,798,947             2,290,387
                                              =============          ===========

See accompanying notes to consolidated financial statements.


<PAGE>





                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES

Consolidated Statements of Operations and Comprehensive Income

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

                             Three Months Ended     Nine Months Ended
                             March      March 31,   March 31,   March 31,
                           31, 2001       2000       2001        2000

                            --------------------------------------------
                              (Unaudited)             (Unaudited)



Net sales                   $1,112,251   855,635   3,063,545    2,566,259
Cost of sales                  398,153   382,931   1,096,329    1,014,298
                             --------------------------------------------

         Gross profit       $  714,098   472,704   1,967,216    1,551,961

Operating expenses:
  Selling and marketing        185,339   211,369     532,801      593,658
  Research and development      84,224   100,946     262,120      260,291
  General and administrative   274,966   181,201     659,430      548,884
                             --------------------------------------------
  Total expenses               544,529   493,516   1,454,351    1,402,833

     Operating income(loss) $  169,569   (20,812)    512,865      149,128


Other expense, net              41,058    42,254     110,483      106,240
                             --------------------------------------------

         Net income (loss)  $  128,511   (63,066)    402,382       42,888

 Net income (loss) per
 share, basic                    $0.01      -           0.02          -

 Net income (loss) per
 share, diluted                  $0.01      -           0.02          -

Weighted average shares
   outstanding,  basic      18,485,455 17,383,680  17,775,600   17,170,836

Weighted average shares
   outstanding, diluted     18,951,580 17,383,680  17,948,414   17,170,836
                           ================================================


         Net income (loss)  $ 128,511    (63,066)     402,382       42,888

 Other comprehensive income
    - foreign currency
    translation gain(loss)     10,072       -          11,110         -
                           ------------------------------------------------

 Total comprehensive
  income (loss)             $ 141,363    (63,066)     416,272       42,888
                            ===============================================

See accompanying notes to consolidated financial statements.



<PAGE>


                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES



Consolidated Statements of Cash Flows
-------------------------------------------------------------------------------

                                                   Nine Months Ended
                                                  March 31,    March 31,
                                                    2001         2000
                                                  ---------------------
                                                       (Unaudited)
Cash flows from operating activities:
  Net income                                   $   402,382      42,888
  Adjustments to reconcile net
  income to net cash provided by
  (used by) operating activities
    Depreciation and amortization                   96,551      97,247
    Changes in operating assets and liabilities:
            Accounts receivable                    (68,305)   (206,538)
            Inventories                              1,165     (55,593)
            Prepaid expenses and other assets      (55,266)   (125,693)
            Accounts payable                       (60,766)    185,959
            Accrued payroll and
              related liabilities                   13,440      13,683
            Other liabilities                     (146,425)     37,209
            Employee stock purchase
              plan payable                            (797)       (445)
                                                  ---------------------
                Net cash provided by (used by)
                  operating activities             181,979     (11,283)
                                                  ---------------------

Cash flows used by investing activities
         Purchase of equipment                     (12,725)    (22,300)
         Software development costs               (243,868)        -
                                                 ---------------------
                Net cash used by investing
                  activities                      (256,593)    (22,300)

Cash flows from financing activities:
  Borrowings on notes payable                         -         92,918
  Payments on notes payable                        (80,861)   (228,873)
  Payments on capital leases                       (25,875)        -
  Borrowings on capital leases                      27,858         -
  Cash receipts for common stock                   368,494     186,742
                                                 ---------------------

                Net cash provided
                  by financing activities          289,616      50,787
                                                 ---------------------

Impact of foreign currency
translation adjustment on cash                      11,110        -

               Net increase in
                 cash and cash equivalents         226,112      17,204

Cash and cash equivalents at
beginning of period                                 46,698      15,963
                                                -----------------------

Cash and cash equivalents at end
of period                                      $   272,810     33,167
                                                =======================

Supplemental cash flow disclosures-
   cash paid for interest                      $   101,548    106,240


See accompanying notes to consolidated financial statements.





<PAGE>



                 CORGENIX MEDICAL CORPORATION AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

     Corgenix   Medical   Corporation   (Corgenix  or  the  Company)   develops,
manufactures  and markets  diagnostic  products for the  serologic  diagnosis of
certain vascular diseases and autoimmune disorders using proprietary technology.
We market our products to hospitals  and  free-standing  laboratories  worldwide
through a network of sales  representatives,  distributors,  and  private  label
(OEM)  agreements.  Our  offices  and  manufacturing  facility  are  located  in
Westminster, Colorado.

     The consolidated  financial  statements include the accounts of the Company
and its wholly owned subsidiaries, Corgenix, Inc., Corgenix UK Limited (Corgenix
UK) and  health-outfitters.com,  Inc.  Corgenix UK was  established  as a United
Kingdom  company  during  1996 to  market  the  Company's  products  in  Europe.
Transactions are generally  denominated in US dollars.  Corgenix UK held nominal
assets  and  liabilities   through  September  1999,  and  became  an  operating
subsidiary in October 1999.

     The  accompanying  consolidated  financial  statements  have been prepared,
without  audit,  pursuant to the rules and  regulations  of the  Securities  and
Exchange  Commission.  In the opinion of the Company,  the financial  statements
include  all   adjustments   (consisting  of  normal   recurring   accruals  and
adjustments)  required to present  fairly the  Company's  financial  position at
March 31, 2001 and June 30, 2000 and the results of  operations  for each of the
three and nine month periods  ended March 31, 2001 and 2000,  and the cash flows
for each of the nine month  periods then ended.  The  operating  results for the
three and nine months ended March 31, 2001 are not necessarily indicative of the
results that may be expected for the year ended June 30, 2001.

2.    SOFTWARE

     In the year  ended  June 30,  2000 we began  development  of a web site for
selling healthcare and fitness products directly to consumers.  The internal and
external  costs of developing  and  enhancing  the software,  other than initial
design and other costs incurred during the preliminary  project stage, have been
capitalized  and will  continue  to be  capitalized  through  the fourth  fiscal
quarter of the current  year ended June 30,  2001.  To date,  all  products  and
enhancements  thereto have utilized proven technology.  Such capitalized amounts
will be amortized  commencing with product  introduction over the greater of the
ratio of current  gross  revenue for a product  category  to the total  expected
gross  revenue  over the life of that  product  category,  or the  straight-line
method over the remaining  estimated  economic  life,  ranging from three to six
years beginning July 1, 2001, at which point we have determined the project will
be  substantially  complete and placed in service.  The unamortized  capitalized
costs will be  reduced  to an amount  not to exceed  the  future net  realizable
value,   determined  by  sales  forecasts  based  on  existing  and  anticipated
dealer/distributor agreements and other sales contracts. Although it is possible
that  management's  estimate for the future net realizable value could change in
the near  future,  management  is not  currently  aware of any events that would
result in a change to its  estimate  which would be  material  to our  financial
position or our results of operations.

     The amount of software  development  costs  capitalized in accordance  with
Statement  of  Position  98-1,  Accounting  for the Costs of  Computer  Software
Developed or Obtained for Internal Use, was $414,967 for the year ended June 30,
2000 and $243,868 for the nine months ended March 31, 2001.

3.    INCOME PER SHARE

        Basic and diluted  income per share is presented based on the weighted
average  number of common shares  outstanding  during the period.  Diluted
earnings  per share is computed  on the basis of the  weighted average  number
of common  shares  outstanding  plus the  effect of  outstanding warrants and
stock options  using the "treasury  stock" method unless the impact
is  anti-dilutive.  The difference  between basic earnings per share and diluted
earnings  per  share is due to the  effect  of  outstanding  warrants  and stock
options. For the three and nine months ended March 31, 2001, the dilutive effect
of  outstanding  warrants and stock options would have been 466,125 and 172,814.
The effect of outstanding  warrants and stock options was  anti-dilutive for the
three and nine months ended March 31, 2000.  The components of basic and diluted
earnings (loss) per share are as follows:


                  3 months ended  3 months ended  9 months ended  9 months ended
                  March 31, 2001  March 31, 2000  March 31, 2001  March 31, 2000
                 ---------------------------------------------------------------
Numerator:

Net income
(loss)available
to common
stockholders      $    128,511      (63,066)         402,382           42,888
                  =============     ========        ===========      ==========

Denominator:

Historical common
shares outstanding
for basic income
(loss) per share at
beginning of period 17,441,174    17,320,164       17,416,562        16,852,116

Weighted average
number of common
equivalent shares
issued during the
period               1,044,281        63,516          359,038           318,720
                  ------------     ---------        ----------        ----------
Denominator for
basic income (loss)
per share - weighted
average shares      18,485,455    17,383,680       17,775,600        17,170,836

Incremental common
shares attributable
to shares issuable
under equity
incentive plans
(Treasury Stock
Method)                466,125        -               172,814             -
                  ------------     ---------         ----------        ---------
Denominator  for
diluted net income
(loss)  per share -
weighted average
shares               18,951,580   17,383,68        17,948,414        17,170,836

Basic earnings
(loss) per share  $        0.01      -                   0.02             -
                  -------------    ---------         ----------        ---------
Diluted  earnings
(loss) per share  $        0.01      -                   0.02             -
                  -------------    ---------         ----------        ---------

4.    INCOME TAXES

     The Company  recognized net income in the three and nine months ended March
31, 2001.  Although the Company recognized net income in the year ended June 30,
2000, it  historically  has incurred  losses,  and accordingly no net income tax
benefit  has been  recognized.  The Company  will  continue to assess when it is
appropriate  to release  some or all of the  valuation  allowance  for  deferred
income  taxes  based on  projecting  net  income in the  future or tax  planning
strategies.

5.    REPORTABLE SEGMENTS

     The  Company  has two  segments of  business:  the North  America and Japan
segment,  which includes revenues  generated by sales to customers in the United
States,  Canada,  Mexico and Japan,  and  includes  all  expenses in the Denver,
Colorado  headquarters  including  corporate  expenses;  and  the  International
segment, which includes sales to customers worldwide except for those covered in
the North America and Japan  segment,  and includes all expenses of the Corgenix
subsidiary in the UK. The  Company's  other  subsidiary,  health-outfitters.com,
Inc.  had no revenue for the three and nine months  ended  March 31,  2001.  The
following  table sets forth  selected  financial data for these segments for the
three and nine  month  periods  ended  March 31,  2001 and 2000.  The  operating
structure was one segment until October 13, 1999.




                Three Months Ended March 31      Nine Months Ended March 31
               N.America,                      N.America,
                 Japan      Intnl.   Total      Japan        Intnl.      Total
               ----------  ------    -----     ----------    ------      ------

Revenues 2001   $824,863  287,388  1,112,251   2,361,667    701,878   3,063,545
         2000   $580,950  274,685    855,635   2,103,960    462,299   2,566,259
         -----------------------------------------------------------------------
         -----------------------------------------------------------------------

Gross    2001   $529,562  184,536    714,098   1,518,552    448,664   1,967,216
Profit   2000   $320,684  152,020    472,704   1,272,896    279,065   1,551,961
         -----------------------------------------------------------------------
         -----------------------------------------------------------------------

EBITDA   2001   $ 67,096  124,117    191,213     409,293    191,188     600,481
         2000   ($41,306)  45,986      4,680     184,897     61,478     246,375
        ------------------------------------------------------------------------
        ------------------------------------------------------------------------

Net
income   2001  $ 13,121   115,390    128,511     235,905    166,477    402,382
(loss)   2000 ($ 92,977)   29,911    (63,066)      6,011     36,877     42,888
        ------------------------------------------------------------------------
        ------------------------------------------------------------------------

Dep &    2001 $  30,579       -        30,579     96,551        -       96,551
Amort    2000 $  25,492       -        25,492     97,247        -       97,247
        ------------------------------------------------------------------------
        ------------------------------------------------------------------------

Interest 2001 $  23,396      8,727     32,123     76,837     24,711    101,548
expense  2000 $  26,179     16,075     42,254     81,639     24,601    106,240
        ------------------------------------------------------------------------
        ------------------------------------------------------------------------

Segment  2001 $2,509,567   289,380  2,798,947  2,509,567    289,380  2,798,947
assets   2000 $1,702,765   387,843  2,090,608  1,702,765    387,843  2,090,608
        ------------------------------------------------------------------------
        ------------------------------------------------------------------------


5.    Liquidity and Capital Resources

     Since inception,  the Company has financed its operations primarily through
private  placements  of common and  preferred  stock,  raising  net  proceeds of
approximately $4.3 million from sales of these securities.  The Company has also
received  financing  for  operations  from  sales  of  diagnostic  products  and
agreements  with  strategic  partners.  Through  March 31,  2001,  Corgenix  had
invested  $193,000,  (net  of  accumulated  depreciation  and  amortization)  in
leasehold improvements, laboratory and computer equipment and office furnishings
and equipment to support its development and administrative activities.

     At March 31,  2001,  the Company had cash of $273,000,  working  capital of
$149,000,  and short and long-term  notes and leases  payable of $946,000,  with
$247,000 due in the  following  twelve  months and the  remainder due at varying
dates through  February 2006. In the nine month period ended March 31, 2001, the
Company's  accounts  payable  decreased 15% to $830,000 from $981,000 from March
31, 2000,  and accounts  receivable  decreased 9% to $679,000 from $750,000 from
March 31, 2000. The Company expects that cash flows from current operations will
be sufficient to fund operations at current  levels.  Management is aggressively
pursuing financing alternatives to provide funds for growth plans.




<PAGE>


                                     Item 2.

                          CORGENIX MEDICAL CORPORATION
                    Management's Discussion and Analysis Of
                 Financial Condition and Results of Operations


      The following discussion should be read in conjunction with the
consolidated financial statements and accompanying notes included elsewhere
herein.


      General


     Since the  Company's  inception,  we have been  primarily  involved  in the
research,  development,  manufacturing and  marketing/distribution of diagnostic
tests for sale to  clinical  laboratories.  We  currently  market  140  products
covering autoimmune disorders,  vascular diseases, infectious diseases and liver
disease to the  professional  healthcare  market.  Our  products are sold in the
United  States,  the UK and other  countries  through  our  marketing  and sales
organization  that includes  contract  sales  representatives,  direct sales and
marketing personnel,  internationally  through an extensive distributor network,
and to several significant OEM partners.

     We  manufacture  products for inventory  based upon expected  sales demand,
shipping  products to customers,  usually  within 24 hours of receipt of orders.
Accordingly, we do not operate with a backlog.

     Except  for the fiscal  year  ending  June 30,  1997,  we have  experienced
revenue  growth  since our  inception,  primarily  from  sales of  products  and
contract revenue from strategic partners. Contract revenue consists of licensing
fees,  milestone  payments,  and royalty  payments from research and development
agreements with strategic partners.

     Beginning  in fiscal year 1996,  we began adding  third-party  OEM licensed
products to our diagnostic product line. Currently we sell 128 products licensed
from or  manufactured  by third  party  manufacturers.  We expect to expand  our
relationships  with other  companies in the future to gain access to  additional
products.

     In   December   1999,   we   formed   a  new   wholly   owned   subsidiary,
heath-outfitters.com,  Inc. ("health-outfitters") to focus on product strategies
for consumer healthcare.

     Although we have experienced growth in revenue every year since 1990 except
for 1997, there can be no assurance that, in the future, we will sustain revenue
growth or  maintain  profitability.  Our  results of  operations  may  fluctuate
significantly from period-to-period as the result of several factors, including:
(i) whether and when new products are  successfully  developed  and  introduced,
(ii) market  acceptance  of current or new  products,  (iii)  seasonal  customer
demand, (iv)whether and when we receive milestone payments and license fees from
strategic partners,  (v) changes in reimbursement policies for the products that
we sell, (vi)  competitive  pressures on average selling prices for the products
that we sell,  (vii) changes in the mix of products that we sell, and (viii) the
acceptance  of e-commerce  for  healthcare  products by consumers.  In addition,
certain  factors  described  below in " - Forward  Looking  Statements  and Risk
Factors " could have a significant effect on our results of operations.

      Results of Operations


      Three Months Ended March 31, 2001 and 2000

     Net  sales.  Net sales  for the  three  months  ended  March 31,  2001 were
$1,112,000, a 29.9% increase from $856,000 in the quarter ended March 31,2000. A
component of net sales,  gross product sales,  increased  25.1% to $1,068,000 in
2001 from  $854,000 in 2000,  primarily as a result of  continued  growth of the
Company's  customer  base in the United  States,  enlargement  of the  Company's
international  distribution  network,  and  increased  acceptance  worldwide  of
recently  launched  products.  Cost of sales.  Cost of sales in dollars  for the
third  quarter  increased  to  $398,000  in 2001  from  $383,000  in 2000.  As a
percentage  of sales,  cost of sales  decreased to 35.8% in the third quarter of
2001  compared  to 44.7% in the third  quarter of 2000 mainly due to product mix
and a larger sales base to cover fixed costs.  The gross profit  increased 51.0%
to $714,000 in 2001 from $473,000 in 2000.  Selling and  marketing.  Selling and
marketing expenses decreased 12.3% to $185,000 in the third quarter of 2001 from
$211,000  in  the  third  quarter  of  2000,  primarily  due to  allocation  and
capitalization  of  certain  costs  of  developing  internal  use  software  for
health-outfitters.com  in 2001. As a percentage of sales,  selling and marketing
expenses  decreased  to  16.7%  in  2001  from  24.7%  in  2000.   Research  and
development. Research and development expenses decreased 16.8% to $84,000 in the
third  quarter  of 2001  from  $101,000  in the  third  quarter  of  2000.  As a
percentage of sales,  research and development expenses decreased to 7.6% in the
third quarter of 2001 from 11.8% in the third  quarter of 2000.  One new product
development program was added in 2001. General and  administrative.  General and
administrative expenses increased 50.2% to $272,000 in the third quarter of 2001
from $181,000 in the third quarter of 2000 due in part to increased  accounting,
legal and related costs.  As a percentage of sales,  general and  administrative
expenses  increased to 24.5% in 2001 from 21.1% in 2000. Net income (loss).  Net
income  for  the  third  quarter  in 2001  was  $131,000  compared  to a loss of
($63,000) in the same period in 2000.

        Nine Months Ended March 31, 2001 and 2000

     Net  sales.  Net  sales  for the nine  months  ended  March  31,  2001 were
$3,064,000,  a 19.4% increase from $2,566,000 in the same period in 2000.  Gross
product sales  increased  8.6% to $2,773,000  during the nine months ended March
31, 2001 from  $2,553,000  in the same  period in 2000  because of growth of the
Company's  customer  base  worldwide  and the  increased  acceptance of recently
launched products


     Cost of sales. Cost of sales increased to $1,096,000 during the nine months
ended March 31, 2001 from $1,014,000 in the same period in 2000. As a percentage
of sales,  cost of sales  decreased  to 35.8% in 2001 from  39.5% in 2000.  This
reduction was mainly  reflective of product mix and a larger sales base to cover
fixed costs.  Gross profit increased 26.7% to $1,967,000 in 2001 from $1,552,000
in 2000.

     Selling and marketing.  Selling and marketing  expenses  decreased 10.3% to
$533,000  during the nine months ended March 31, 2001 from  $594,000 in the same
period in 2000 due to allocation and  capitalization  of the costs of developing
the  software  for the  consumer  healthcare  business  in  2001.  Research  and
development.

     Research and  development  expenses  increased 1.1% to $262,000  during the
nine months ended March 31, 2001 from $260,000 in 2000.  The increased  expenses
were  mainly  due to a credit  in 2000 for  previously  recognized  expense  for
outside  clinical trials which were determined to be no longer necessary for the
Company.

     General and administrative.  General and administrative  expenses increased
19.6% to $657,000  during the nine months ended March 31, 2001 from  $549,000 in
the same period in 2000 largely due to increased  accounting,  legal and related
costs.

     Net  income  (loss).  Net income for the first  nine  months  increased  to
$405,000  in 2001  from  $43,000  in the same  period in 2000  primarily  due to
increased product sales and an increase in gross margin.

     Liquidity  and Capital  Resources

     Since inception,  we have financed our operations primarily through private
placements of common and preferred stock,  raising net proceeds of approximately
$4.3 million from sales of these securities. We have also received financing for
operations  from sales of  diagnostic  products and  agreements  with  strategic
partners. Through March 31, 2001, we have invested $193,000, (net of accumulated
depreciation  and  amortization)  in  leasehold  improvements,   laboratory  and
computer   equipment  and  office  furnishings  and  equipment  to  support  our
development and administrative activities.

     At March 31, 2001,  we had cash of $273,000,  working  capital of $149,000,
and short and long-term notes and leases payable of $946,000,  with $247,000 due
in the  following  twelve  months and the remainder due at varying dates through
February 2006. In the third quarter of 2001, our accounts payable  decreased 15%
to $830,000 from $981,000 in 2000, and our accounts  receivable  decreased 9% to
$679,000 from $750,000 in 2000.

     We expect that cash flows from our current operations will be sufficient to
fund  operations  at current  levels.  We are  aggressively  pursuing  financing
alternatives  to provide funds for our current  operations and our growth plans,
which  financing  alternatives  may involve  accessing the public equity or debt
markets.  There can be no  assurance  that we will be able to obtain  sufficient
capital from such financings to pursue our expansion plans.

      Forward-Looking Statements and Risk Factors

     This 10-QSB  includes  statements  that are not purely  historical  and are
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1934,  as  amended,  including  statements  regarding  our  expectations,
beliefs,  intentions or strategies  regarding the future.  All statements  other
than historical fact contained in this 10-QSB,  including,  without  limitation,
statements  regarding  future  product  developments,  statements  regarding our
intent  to  develop  a  consumer  products  business,   acquisition  strategies,
strategic partnership expectations, technological developments, the development,
launch and operation of  health-outfitters.com,  the  availability  of necessary
components,  research and  development  programs  and  distribution  plans,  are
forward-looking  statements.  All  forward-looking  statements  included in this
10-QSB  are based on  information  available  to us on the date  hereof,  and we
assume no  obligation  to update such  forward-looking  statements.  Although we
believe that the assumptions and expectations  reflected in such forward-looking
statements are reasonable,  we can give no assurance that such expectations will
prove to have been correct or that we will take any actions  that may  presently
be planned.

     Certain  factors that could cause actual results to differ  materially from
those expected include the following:

     Losses Incurred;  Future Capital Needs;  Risks Relating to the Professional
Products Business; Uncertainty of Additional Funding

     We have incurred  operating  losses and negative cash flow from  operations
for most of our history.  Losses  incurred since our inception  have  aggregated
$3,615,000,  and  there  can be no  assurance  that we will be able to  generate
positive  cash  flows to fund our  operations  in the  future or to  pursue  our
strategic  objectives.  Assuming  no  significant  uses of  cash in  acquisition
activities or other significant changes, we believe that we will have sufficient
cash to satisfy our funding needs for at least the next year. If we are not able
to operate  profitably and generate  positive cash flows sufficient for both our
professional  product business and  health-outfitters.com,  we may need to raise
additional  capital to fund our operations.  If we need additional  financing to
meet our requirements,  there can be no assurance that we will be able to obtain
such  financing  on terms  satisfactory  to us,  if at all.  Alternatively,  any
additional equity financing may be dilutive to existing  stockholders,  and debt
financing,  if available,  may include restrictive covenants.  If adequate funds
are not  available,  we might be required to limit our research and  development
activities,  our selling and  marketing  activities  or our plans to develop the
health-outfitters.com  business,  any of which  could  have a  material  adverse
effect on the future of our business.

      Dependence on Collaborative  Relationships  and Third Parties for Product
Development and Commercialization

     We have  historically  entered into licensing and research and  development
agreements  with  collaborative  partners,  from which we derived a  significant
percentage  of our  revenues in past years.  Pursuant to these  agreements,  our
collaborative   partners  have  specific   responsibilities  for  the  costs  of
development, promotion, regulatory approval and/or sale of our products. We will
continue  to rely on  future  collaborative  partners  for  the  development  of
products and  technologies.  There can be no  assurance  that we will be able to
negotiate such  collaborative  arrangements  on acceptable  terms, if at all, or
that current or future  collaborative  arrangements  will be successful.  To the
extent that we are not able to establish such arrangements,  we could experience
increased capital  requirements or be forced to undertake such activities at our
own  expense.  The  amount and timing of  resources  that any of these  partners
devotes to these  activities  will  generally  be based on progress by us in our
product  development  efforts.  Usually,   collaborative   arrangements  may  be
terminated  by the partner upon prior notice  without  cause and there can be no
assurance that any of these partners will perform its contractual obligations or
that  it  will  not  terminate  its  agreement.  With  respect  to any  products
manufactured  by third parties,  there can be no assurance that any  third-party
manufacturer will perform  acceptably or that failures by third parties will not
delay clinical  trials or the submission of products for regulatory  approval or
impair our ability to deliver products on a timely basis.

      No Assurance of Successful or Timely Development of Additional Products

     Our business  strategy  includes the  development of additional  diagnostic
products both our professional products business and health-outfitters.com.  Our
success  in  developing  new  products  will  depend on our  ability  to achieve
scientific  and  technological  advances and to translate  these  advances  into
commercially competitive products on a timely basis. Development of new products
requires significant research,  development and testing efforts. We have limited
resources to devote to the development of products and, consequently, a delay in
the  development of one product or the use of resources for product  development
efforts that prove unsuccessful may delay or jeopardize the development of other
products.  Any delay in the  development,  introduction  and marketing of future
products  could result in such products being marketed at a time when their cost
and performance  characteristics would not enable them to compete effectively in
their respective  markets. If we are unable, for technological or other reasons,
to complete the  development  and  introduction of any new product or if any new
product  is not  approved  or  cleared  for  marketing  or does  not  achieve  a
significant  level of market  acceptance,  our  results of  operations  could be
materially and adversely affected.

      Competition in the Diagnostics Industry

     Competition in the human medical  diagnostics  industry is, and is expected
to remain, significant. Our competitors range from development stage diagnostics
companies to major domestic and international  pharmaceutical companies. Many of
these  companies have financial,  technical,  marketing,  sales,  manufacturing,
distribution and other resources  significantly  greater than ours. In addition,
many of these  companies  have name  recognition,  established  positions in the
market  and  long  standing   relationships  with  customers  and  distributors.
Moreover,  the  diagnostics  industry  has  recently  experienced  a  period  of
consolidation,  during  which  many  of the  large  domestic  and  international
pharmaceutical  companies have been acquiring mid-sized  diagnostics  companies,
further  increasing the  concentration  of resources.  There can be no assurance
that technologies will not be introduced that could be directly competitive with
or superior to our technologies.

      Governmental Regulation of Diagnostics Products

     The testing,  manufacture and sale of our products is subject to regulation
by numerous  governmental  authorities,  principally the FDA and certain foreign
regulatory  agencies.  Pursuant to the Federal Food, Drug, and Cosmetic Act, and
the regulations  promulgated  thereunder,  the FDA regulates the preclinical and
clinical testing, manufacture,  labeling,  distribution and promotion of medical
devices. We are not able to commence marketing or commercial sales in the United
States of new diagnostic  products under  development until we receive clearance
from the FDA. The testing for,  preparation  of and  subsequent  FDA  regulatory
review of required  filings can be a lengthy,  expensive and uncertain  process.
Noncompliance   with  applicable   requirements   can  result  in,  among  other
consequences,   fines,  injunctions,  civil  penalties,  recall  or  seizure  of
products,  repair,  replacement  or  refund  of the cost of  products,  total or
partial  suspension of production,  failure of the government to grant premarket
clearance or premarket approval for devices,  withdrawal of marketing clearances
or approvals, and criminal prosecution.

     There  can be no  assurance  that  we will  be  able  to  obtain  necessary
regulatory  approvals  or  clearances  for our  diagnostic  products on a timely
basis,  if at all, and delays in receipt of or failure to receive such approvals
or  clearances,  the  loss  of  previously  received  approvals  or  clearances,
limitations  on  intended  use  imposed  as a  condition  of such  approvals  or
clearances or failure to comply with existing or future regulatory  requirements
could have a material adverse effect on our diagnostics business.

      Dependence on Distribution  Partners for Sales of Diagnostic  Products in
International Markets

     We have entered into distribution agreements with collaborative partners in
which we have granted  distribution  rights for certain of our products to these
partners  within  specific  international  geographic  areas.  Pursuant to these
agreements,  our collaborative partners have certain responsibilities for market
development,  promotion,  and sales of the  products.  If any of these  partners
fails to perform its contractual  obligations or terminates its agreement,  this
could have a material  adverse effect on our business,  financial  condition and
results of operations.

      Governmental Regulation of Manufacturing and Other Activities

     As a manufacturer of medical devices for marketing in the United States, we
are required to adhere to applicable  regulations  setting  forth  detailed good
manufacturing  practice  requirements,   which  include  testing,   control  and
documentation  requirements.  We must also comply  with  Medical  Device  Report
("MDR")  requirements,  which require that a manufacturer  report to the FDA any
incident  in which its  product  may have  caused or  contributed  to a death or
serious injury,  or in which its product  malfunctioned  and, if the malfunction
were to recur,  it would be likely to cause or  contribute to a death or serious
injury. We are also subject to routine inspection by the FDA for compliance with
QSR requirements, MDR requirements and other applicable regulations. The FDA has
recently  implemented  new QSR  requirements,  including  the addition of design
controls  that  will  likely  increase  the  cost of  compliance.  Labeling  and
promotional  activities  are  subject  to  scrutiny  by the FDA and,  in certain
circumstances,  by the Federal Trade Commission.  We may incur significant costs
to comply with laws and  regulations  in the  future,  which may have a material
adverse effect upon our business, financial condition and results of operations.

      Regulation Related to Foreign Markets

     Distribution of diagnostic products outside the United States is subject to
extensive government regulation.  These regulations,  including the requirements
for approvals or clearance to market,  the time required for  regulatory  review
and the sanctions imposed for violations,  vary from country to country.  We may
be required to incur  significant  costs in  obtaining  or  maintaining  foreign
regulatory  approvals.  In addition,  the export of certain of our products that
have not yet been cleared for domestic commercial distribution may be subject to
FDA export restrictions.  Failure to obtain necessary regulatory approval or the
failure to comply with  regulatory  requirements  could have a material  adverse
effect on our business, financial condition and results of operations.

      Uncertain  Availability  of  Third  Party  Reimbursement  for  Diagnostic
      Products

     In the United  States,  health  care  providers  that  purchase  diagnostic
products,  such as  hospitals  and  physicians,  generally  rely on third  party
payors,  principally private health insurance plans,  federal Medicare and state
Medicaid,  to reimburse  all or part of the cost of the  procedure.  Third party
payors are  increasingly  scrutinizing  and  challenging  the prices charged for
medical  products  and  services and they can affect the pricing or the relative
attractiveness  of the  product.  Decreases in  reimbursement  amounts for tests
performed using our diagnostic  products,  failure by physicians and other users
to obtain  reimbursement  from third party payors,  or changes in government and
private third party payors' policies regarding  reimbursement of tests utilizing
diagnostic  products,  may affect our  ability to sell our  diagnostic  products
profitably.  Market acceptance of our products in international  markets is also
dependent,  in part, upon the  availability of reimbursement  within  prevailing
health care payment systems.

      Uncertainty of Protection of Patents, Trade Secrets and Trademarks

     Our success depends,  in part, on our ability to obtain patents and license
patent  rights,  to maintain  trade  secret  protection  and to operate  without
infringing on the proprietary  rights of others.  There can be no assurance that
our issued patents will afford meaningful  protection  against a competitor,  or
that  patents  issued to us will not be  infringed  upon or  designed  around by
others,  or that others will not obtain patents that we would need to license or
design around.  We could incur substantial costs in defending the Company or our
licensees  in  litigation  brought by others.  Our  business  could be adversely
affected.

      Risks Regarding Potential Future Acquisitions

     Our growth strategy includes the desire to acquire complementary companies,
products or technologies. There is no assurance that we will be able to identify
appropriate companies or technologies to be acquired, to negotiate  satisfactory
terms for such an  acquisition,  or to obtain  sufficient  capital  to make such
acquisitions.  Moreover, because of limited cash resources, we will be unable to
acquire any significant  companies or  technologies  for cash and our ability to
effect acquisitions in exchange for our capital stock may depend upon the market
prices for our Common  Stock.  If we do  complete  one or more  acquisitions,  a
number of risks  arise,  such as  short-term  negative  effects on our  reported
operating results,  diversion of management's attention,  unanticipated problems
or  legal  liabilities,  and  difficulties  in the  integration  of  potentially
dissimilar operations. The occurrence of some or all of these risks could have a
material  adverse  effect on our  business,  financial  condition and results of
operations.

      Dependence on Suppliers

     The components of our products include chemical and packaging supplies that
are generally available from several suppliers, except certain antibodies, which
we purchases from single suppliers.  We mitigate the risk of a loss of supply by
maintaining a sufficient  supply of such  antibodies to ensure an  uninterrupted
supply for at least three months.  We have also qualified second vendors for all
critical raw  materials  and believe that we can  substitute a new supplier with
respect to any of these components in a timely manner.  However, there can be no
assurances  that we will be able to substitute a new supplier in a timely manner
and  failure  to do so could  have a material  adverse  effect on our  business,
financial condition and results of operations.

      Limited Manufacturing Experience with Certain Products

     Although we have manufactured over twelve million diagnostic tests based on
our  proprietary  applications  of ELISA  technology,  certain of our diagnostic
products in consideration for future development,  incorporate technologies with
which we have little manufacturing  experience.  Assuming successful development
and receipt of required regulatory  approvals,  significant work may be required
to  scale  up  production   for  each  new  product  prior  to  such   product's
commercialization.  There can be no assurance that such work can be completed in
a timely manner and that such new products can be manufactured cost-effectively,
to regulatory standards or in sufficient volume.

      Seasonality of Products; Quarterly Fluctuations in Results of Operations

     Our revenue and operating  results have historically been minimally subject
to quarterly  fluctuations.  There can be no assurance that such  seasonality in
our  results  of  operations  will not have a  material  adverse  effect  on our
business.

      Dependence on Key Personnel

     Because of the  specialized  nature of our  business,  our success  will be
highly dependent upon our ability to attract and retain qualified scientific and
executive  personnel.  In  particular,  we believe our success  will depend to a
significant  extent  on the  efforts  and  abilities  of Dr.  Luis R.  Lopez and
Douglass  T.  Simpson,  who  would be  difficult  to  replace.  There  can be no
assurance  that we will be successful in attracting  and retaining  such skilled
personnel,  who are  generally in high demand by other  companies.  The loss of,
inability  to attract,  or poor  performance  by key  scientific  and  executive
personnel  may  have  a  material  adverse  effect  on our  business,  financial
condition and results of operations.

      Product Liability Exposure and Limited Insurance

     The testing,  manufacturing  and  marketing of medical  diagnostic  devices
entails  an  inherent  risk  of  product  liability  claims.  To  date,  we have
experienced  no product  liability  claims,  but any such claims  arising in the
future could have a material adverse effect on our business, financial condition
and results of operations. Our product liability insurance coverage is currently
limited to $2 million.  Potential product liability claims may exceed the amount
of our insurance  coverage or may be excluded  from coverage  under the terms of
our policy or limited  by other  claims  under our  umbrella  insurance  policy.
Additionally,  there can be no  assurance  that our  existing  insurance  can be
renewed by us at a cost and level of coverage  comparable  to that  presently in
effect,  if at all.  In the event that we are held  liable  for a claim  against
which we are not insured or for damages  exceeding  the limits of our  insurance
coverage,  such  claim  could have a material  adverse  effect on our  business,
financial condition and results of operations.


      Risks Related to the Consumer Products Business

      New Business Strategy

     We established a new wholly owned subsidiary, health-outfitters.com,  Inc.,
in December 1999.  This  subsidiary  will focus on sales of consumer  healthcare
products     primarily     through     e-commerce     using     our     website,
www.healthoutfitters.com.  We do not have any  experience  in managing  internet
businesses,  and we may not be able to  successfully  develop this new business.
The demands of attempting to grow this new business may prevent  management from
devoting time and attention to our  traditional  diagnostic  business,  and that
traditional business may decline.

     The e-commerce healthcare market is a relatively new and unproven business.
Whether we succeed depends upon broad  acceptance of  internet-based  healthcare
product  purchasing,  as well as our ability to  generate  brand  awareness  and
vendor relationships.

     Competition  in the  e-commerce  industry  is, and is  expected  to remain,
significant.  The competitors for the new business range from development  stage
internet  companies to divisions of larger  companies.  Many of these  companies
have  financial,   marketing,  sales,  manufacturing,   distribution  and  other
resources  significantly  greater than those of us. In  addition,  many of these
companies  have  name  recognition,  established  positions  in the  market  and
existing relationships with customers and distributors.


      Other Risks

      Limited Public Market;  Possible Volatility in Stock Prices;  Penny Stock
      Rules

     There has, to date, been no active public market for our Common Stock,  and
there can be no  assurance  that an active  public  market  will  develop  or be
sustained.  Although  our  Common  Stock  has been  traded  on the OTC  Bulletin
Board(R) since  February 1998, the trading has been sporadic with  insignificant
volume.

     Moreover,  the  over-the-counter  markets  for  securities  of  very  small
companies  historically have experienced  extreme price and volume  fluctuations
during certain periods.  These broad market fluctuations and other factors, such
as new  product  developments  and  trends in our  industry  and the  investment
markets and economic conditions generally, as well as quarterly variation in our
results of  operations,  may  adversely  affect  the market  price of our Common
Stock.  In  addition,  our  Common  Stock is  subject  to rules  adopted  by the
Securities  and  Exchange  Commission  regulating   broker-dealer  practices  in
connection with  transactions  in "penny stocks." As a result,  many brokers are
unwilling to engage in  transactions  in our Common  Stock  because of the added
disclosure requirements.

     Risks Associated with Exchange Rates

     Our financial statements are consolidated in US dollars. At the end of each
fiscal  quarter and the fiscal year,  we convert the  financials  statements  of
Corgenix UK, which operates in pounds sterling, into US dollars, and consolidate
them with results from  Corgenix,  Inc. We may, from time to time,  also need to
exchange currency from US dollars to pounds sterling, or from pounds sterling to
US dollars. Foreign exchange rates are volatile and can change in an unknown and
unpredictable  fashion.  Should  the  foreign  exchange  rates  change to levels
different than anticipated by us, our business,  financial condition and results
of operations may be materially adversely affected.




<PAGE>


                          CORGENIX MEDICAL CORPORATION


                                     Part II


                                Other Information





Item 1.    Legal Proceedings


      Corgenix is not a party to any material litigation or legal proceedings.


Item 2.    Changes in Securities and Use of Proceeds


     On January 18, 2001 and  February  26,  2001,  the Company  sold a total of
1,995,000  shares  of its  Common  Stock at  $.17544  per  share  for a total of
$350,000 to three accredited  investors.  The sale was made in reliance upon the
exemption from the  registration  requirements of the Securities Act of 1933, as
amended,  provided by Section 4 (2) of the  Securities  Act. The shares were not
registered  under federal or state  securities  laws,  and,  therefore,  will be
"restricted  securities" as such term is defined in Rule 144  promulgated  under
the  Securities  Act.  The  Company  intends to use the  proceeds of the private
placement to acquire  capital  equipment,  reduce  short-term  debt,  accelerate
research and development of new products and for general working capital.

Item 3.    Defaults Upon Senior Securities


      None


Item 4.    Submission of Matters to a Vote of Security Holders


(a)   The  Registrant's  annual meeting of stockholders was held on January 16,
        2001.

(b)   The following  directors  were elected for the ensuing year at the annual
        meeting: Luis R. Lopez, M.D., Douglass T. Simpson, Brian E. Johnson.

(c)     The matters voted upon at the annual meeting, the number of votes cast
        for, against, or withheld, as well as the number of abstentions and
        non-votes as to each such matter were as follows:

1.    The  election of Luis R. Lopez,  M.D.,  as a director:  13,051,825  votes
             for; 0 votes  against;  154,739  votes  withheld;  0  abstentions;
             4,234,610 non-votes.

2.    The election of Douglass T. Simpson as a director:  13,050,325 votes for;
             0 votes against; 156,239 votes withheld; 0 abstentions;  4,234,610
             non-votes.

3.    The election of Brian E. Johnson as a director:  13,031,325  votes for; 0
             votes against;  175,239 votes withheld;  0 abstentions;  4,234,610
             non-votes.

4.    Approval of the amendment to the Registrant's Articles of
             Incorporation authorizing an increase in the number of authorized
             shares of common stock from 20,000,000 to 40,000,000: 12,817,726
             votes for; 326,156 votes against; 0 votes withheld; 62,682
             abstentions; 4,234,610 non-votes.

Item 5.    Other Information


     On March 1, 2001, we entered into an employment  agreement  with William H.
Critchfield  ("Mr.  Critchfield")  whereby  Mr.  Critchfield  will serve as Vice
President and Chief Financial Officer of Corgenix.


     On March 19,  2001,  Mr.  Brian  Johnson  resigned  from the Board,  and in
accordance with Nevada law and our Articles of  Incorporation,  as amended,  Mr.
Jack Payne was appointed to complete the unexpired term.

Item 6.    Exhibits and Reports on Form 8-K


      none

<PAGE>










Exhibit
Number                     Description of Exhibit
-------                    ----------------------

2.1      Agreement  and Plan of Merger  dated as of May 12,  1998 by
         and  among  Gray  Wolf   Technologies,   Inc.,   Gray  Wolf
         Acquisition Corp. and REAADS Medical Products,  Inc. (filed
         as Exhibit 2.1 to the Company's  Registration  Statement on
         Form 10-SB filed June 29, 1998, and incorporated  herein by
         reference).

2.2      First Amendment to Agreement and Plan of Merger dated as
         of May 22, 1998 by and among Gray Wolf Technologies, Inc.,
         Gray Wolf Acquisition Corp. and REAADS Medical Products,
         Inc. (filed as Exhibit 2.2 to the Company's Registration
         Statement on Form 10-SB filed June 29, 1998, and
         incorporated herein by reference).

2.3      Second Amendment to Agreement and Plan of Merger dated as of June 17,
         1998 by and among the Company and TransGlobal Financial Corporation
         (filed as Exhibit 2.3 to the Company's Registration Statement on Form
         10-SB filed June 29, 1998, and incorporated herein by reference).

3.1      Articles of Incorporation, as amended (filed as Exhibit 3.1 to the
         Company's Registration Statement on Form 10-SB filed June 29, 1998, and
         incorporated herein by reference).

3.2*     Certificate of Amendment of the Articles of Incorporation.

3.3      Bylaws (filed as Exhibit 3.2 to the Company's Registration
         Statement on Form 10-SB filed June 29, 1998, and incorporated
         herein by reference).

3.4      Articles of Incorporation of health-outfitters.com, Inc.
         dated November 16, 1999 (filed as Exhibit 3.3 to the
         Company's filing on Form 10-QSB for the fiscal quarter
         ended December 31, 1999).

3.5      Bylaws of health-outfitters.com, Inc. dated November 16,
         1999 (filed as Exhibit 3.4 to the Company's filing on Form
         10-QSB for the fiscal quarter ended December 31, 1999).

10.1     Manufacturing Agreement dated September 1, 1994 between
         Chugai Pharmaceutical Co., Ltd. and REAADS Medical
         Products, Inc. (filed as Exhibit 10.1 to the Company's
         Registration Statement on Form 10-SB filed June 29, 1998,
         and incorporated herein by reference).

10.2     Amendment to the Manufacturing Agreement dated as of
         January 17, 1995 between Chugai Pharmaceutical Co., Ltd.
         and REAADS Medical Products, Inc.(filed as Exhibit 10.2 to
         the Company's Registration Statement on Form 10-SB filed
         June 29, 1998, and incorporated herein by reference).

10.3     Amendment Agreement dated November 17, 1997 between Chugai
         Diagnostic Science, Co., Ltd. and REAADS Medical Products,
         Inc.(filed as Exhibit 10.3 to the Company's Registration
         Statement on Form 10-SB filed June 29, 1998, and
         incorporated herein by reference).

10.4     Office Lease dated February 6, 1996 between Stream
         Associates, Inc. And REAADS Medical Products, Inc. (filed
         as Exhibit 10.9 to the Company's Registration Statement on
         Form 10-SB filed June 29, 1998, and incorporated herein by
         reference).


<PAGE>



10.10    Guarantee dated November 1, 1997 between William George Fleming,
         Douglass Simpson and Geoffrey Vernon Callen (filed as Exhibit 10.10 to
         the Company's Registration Statement on Form 10-SB filed June 29, 1998,
         and incorporated herein by reference).

10.11    Employment Agreement dated May 22, 1998 between Luis R. Lopez and the
         Company (filed as Exhibit 10.11 to the Company's Registration Statement
         on Form 10-SB filed June 29, 1998, and incorporated herein by
         reference).

10.12    Employment Agreement dated May 22, 1998 between Douglass T. Simpson and
         the Company (filed as Exhibit 10.12 to the Company's Registration
         Statement on Form 10-SB filed June 29, 1998, and incorporated herein by
         reference).

10.13    Employment Agreement dated May 22, 1998 between Ann L. Steinbarger and
         the Company (filed as Exhibit 10.13 to the Company's Registration
         Statement on Form 10-SB filed June 29, 1998, and incorporated herein by
         reference).

10.14    Employment Agreement dated May 22, 1998 between Taryn G. Reynolds and
         the Company (filed as Exhibit 10.14 to the Company's Registration
         Statement on Form 10-SB filed June 29, 1998, and incorporated herein by
         reference).

10.15    Employment Agreement dated May 22, 1998 between Catherine (O'Sullivan)
         Fink and the Company (filed as Exhibit 10.15 to the Company's
         Registration Statement on Form 10-SB filed June 29, 1998, and
         incorporated herein by reference).

10.16    Consulting Contract dated May 22, 1998 between Wm. George
         Fleming, Bond Bio-Tech, Ltd. and the Company (filed as
         Exhibit 10.16 to the Company's Registration Statement on
         Form 10-SB filed June 29, 1998, and incorporated herein by
         reference).

10.17    Stock Purchase Agreement dated September 1, 1993 between
         Chugai Pharmaceutical Co., Ltd. and REAADS Medical
         Products, Inc. (filed as Exhibit 10.17 to the Company's
         Registration Statement on Form 10-SB filed June 29, 1998,
         and incorporated herein by reference).

10.19    Note dated January 6, 1997 between REAADS Medical Products, Inc. and
         Eagle Bank (filed as Exhibit 10.19 to the Company's Registration
         Statement on Form 10-SB filed June 29, 1998, and incorporated herein by
         reference).

10.20    Deed of Guarantee Sterling and Currency dated May 14, 1997 by REAADS
         Bio-Medical Products (UK) Limited (filed as Exhibit 10.20 to the
         Company's Registration Statement on Form 10-SB filed June 29, 1998, and
         incorporated herein by reference).

10.23    Consulting Agreement dated January 18, 2000 between AR Medical Supply,
         Inc. and the Company (filed as Exhibit 10.23 to the Company's filing on
         Form 10-QSB for the fiscal quarter ended March 31, 2000).

10.24    Form of Indemnification Agreement between the Company and its directors
         and officers (filed as Exhibit 10.24 to the Company's Registration
         Statement on Form 10-SB/A-1 filed September 24, 1998, and by reference
         incorporated herein)

10.27    Warrant  agreement  dated June 1, 2000  between the Company
         and Taryn G. Reynolds.

10.28    Consulting Agreement dated November 14, 2000 between Leland P. Snyder
         and the Company (filed as Exhibit 10.28 to the Company's filing on Form
         10-QSB for the fiscal quarter ended December 31, 2000).

10.30*   Employment Agreement dated March 1, 2001 between William Critchfield
         and the Company.

21.1     Amended Subsidiaries of the Registrant (filed as Exhibit 21.1 to the
         Company's Registration Statement on Form 10-SB filed June 29, 1998).


-------------------------------
*  Filed herewith.


      (b)  Reports on Form 8-K.

           None


<PAGE>


                                 SIGNATURES


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



                                    CORGENIX MEDICAL CORPORATION



May 11, 2001                          By: /s/ Luis R. Lopez
                                          Luis R.Lopez, M.D.
                                          Chairman and Chief Executive Officer



<PAGE>


                                                                    Exhibit 3.2
                                                                    ------------
                             CERTIFICATE OF AMENDMENT
                                     OF THE
                          ARTICLES OF INCORPORATION OF
                          CORGENIX MEDICAL CORPORATION


      The undersigned, being the President and Secretary of CORGENIX MEDICAL
CORPORATION, do hereby certify:

      That the Board of Directors at a meeting duly convened and held on the 3rd
day of November, 2000, adopted a resolution to amend the Corporation's Articles
of Incorporation, to be effective upon the approval of the shareholders of the
Corporation, and the filing with the Secretary of State of Nevada, and

      That the shareholders of the Corporation, at an annual meeting held on the
16th day Of January, 2001, approved the amendment to the Corporation's Articles
of Incorporation, as follows:

1.    Article FOURTH of the Articles of Incorporation of CORGENIX MEDICAL
      CORPORATION, which sets forth the number of shares of capital stock the
      Corporation has the authority to issue us hereby amended to read in its
      entirety as follows:


      "FOURTH. The total number of shares of all classes of capital stock which
      the Corporation shall have the authority to issue is Forty-Five Million
      (45,000,000) shares divided into two (2) classes, of which Forty Million
      (40,000,000) shares, par value $.001 per share, shall be designated Common
      Stock, and Five Million (5,000,000) shares, par value $.001 per share,
      shall be designated Preferred Stock. The Board of Directors is expressly
      vested with the authority to issue the Common Stock and the Preferred
      Stock from time to time, in one or pore classes and in one or more series
      of any such classes subject to the following provisions:

A.    All classes of Capital Stock.

      The following provisions shall apply to all classes of the Corporation's
capital stock:

           Section 1. Acquisition, Redemption and Other Disposition. The
           Corporation shall have the power to acquire (by purchase, redemption,
           or otherwise), hold, own, pledge, sell. transfer, assign, reissue,
           cancel, or otherwise dispose of the shares of the Corporation in the
           manner and to the extent now or hereafter permitted by the laws of
           the State of Nevada (but such power shall not imply an obligation on
           the part of the owner or holder of any share to sell or otherwise
           transfer such share to the Corporation), including the power to
           purchase, redeem, or otherwise acquire the it's own shares, directly
           or indirectly, and without pro rata treatment of the owners or
           holders of any class or series of shares, unless, after giving effect
           thereto, the Corporation would not be able to pay its debts as they
           become due in the usual course of business or the Corporation's total
           assets would be less than its total liabilities (and without regard
           to any amounts that would be needed, if the Corporation were to be
           dissolved at the time of the purchase, redemption, or other
           acquisition, to satisfy the preferential rights upon dissolution of
           stockholders whose preferential rights are superior to those of the
           holders of the shares of the Corporation being purchased, redeemed,
           or otherwise acquired, unless otherwise expressly provided with
           respect to a series of Preferred Stock). Shares of the Corporation
           purchased, redeemed, or otherwise acquired by it shall constitute
           authorized but unissued shares, unless prior to any such purchase,
           redemption, or other acquisition, or within thirty (30) days
           thereafter, the Board of Directors adopts a resolution providing that
           such shares constitute authorized and issued but not outstanding
           shares;

           Section 2. Reissuance. Preferred Stock of any series that has been
           redeemed (whether through the operation of a retirement or sinking
           fund or otherwise) or purchased by the Corporation, or which, if
           convertible, have been converted into shares of the Corporation of
           any other class or series, may be reissued as a part of such series
           or of any other series of Preferred Stock, subject to such
           limitations (if any) as may be fixed by the Board of Directors with
           respect to such series of Preferred Stock in accordance with the
           provisions of Article FOURTH, Subsection C, of these Articles of
           Incorporation; and

           Section 3. Disposition, Issuance and Sale. The Board of Directors of
           the Corporation may dispose of, issue, and sell shares in accordance
           with, and in such amounts as may be permitted by, the laws of the
           State of Nevada and the provisions of these Articles of Incorporation
           and for such consideration, at such price or prices, at such time or
           times and upon such terms and conditions (including the privilege of
           selectively repurchasing the same) as the Board of Directors shall
           determine, without the authorization or approval by any stockholders
           of the Corporation. Shares may be disposed of, issued, and sold to
           such persons, firms, or corporations as the Board of Directors may
           determine, without any preemptive or other right on the part of the
           owners or holders of other shares of the Corporation of any class or
           kind to acquire such shares by reason of their ownership of such
           other shares.

B.    Common Stock. The following provisions shall apply to the Common Stock:

            Section 1. Voting Rights. Except as otherwise provided by the
            General Corporation Law of Nevada and subject to such stockholder
            disclosure and recognition procedures (which may include voting
            prohibition sanctions) as the Corporation may by action of its Board
            of Directors establish, shares of Common Stock shall have unlimited
            voting rights and each outstanding share of Common Stock shall, when
            validly issued by the Corporation, entitle the record holder
            thereof to one vote at all stockholders' meetings on all matters
            submitted to a vote of the stockholders of the Corporation;

           Section 2. Dividends and Distributions. Shares of Common Stock shall
           be equal in every respect insofar as their relationship to the
           Corporation is concerned, but such equality of rights shall not imply
           equality of treatment as to redemption or other acquisition of shares
           by the Corporation. Subject to the rights of the holders of any
           outstanding series of Preferred Stock, the holders of Common Stock
           shall be entitled to share ratably in such dividends or other
           distributions (other than purchases, redemptions, or other
           acquisitions of shares by the Corporation), if any, as are declared
           and paid from time to time on the Common Stock at the discretion of
           the Board of Directors; and

           Section 3. Liquidation, Dissolution or Winding Up. In the event of
           any liquidation, dissolution, or winding up of the Corporation,
           either voluntary or involuntary, after payment shall have been made
           to the holders of a~ outstanding series of Preferred Stock of the
           full amount to which they shall be entitled, the holders of Common
           Stock shall be entitled, to the exclusion of the holders of Preferred
           Stock of any and all series, to share, ratably according to the
           number of shares of Common Stock held by them, in all remaining
           assets of the Corporation available for distribution to its
           stockholders.

C.    Preferred Stock. The following provisions shall apply to the Preferred
           Stock:

           Section 1. Issuance. The Board of Directors is hereby expressly
           authorized to provide, out of the unissued shares of Preferred Stock,
           for one or more series of Preferred Stock. Before any shares of any
           such series are issued, the Board of Directors shall fix, and hereby
           is expressly empowered to fix, by adopting and filing in accordance
           with the General Corporation Law of Nevada, a Certificate of
           Designation, after adopting a resolution or resolutions providing for
           the issue of such Preferred Stock, and in such resolution or
           resolutions providing for the issue of shares of each such class and
           of each particular series of any such class. The Board of Directors
           is also expressly vested with authority to fix the number of shares
           constituting any such series of any such class and to fix the terms
           of such Preferred Stock or series of Preferred Stock, including
           without limitation the following:

(i)                  the designation of such series, the number of shares to
                     constitute such series and the stated value thereof if
                     different from the par value thereof;
(ii)                 whether the shares of such series shall have voting rights,
                     and, if so, the terms of such voting rights, which may be
                     general or limited, may include multiple votes per share
                     and may include the right, under specified circumstances,
                     to elect additional directors;
(iii)                the dividends, if any, payable on such series, whether any
                     such dividends shall be cumulative, and, if so, from what
                     dates, the conditions and dates upon which such dividends
                     shall be payable, the preference or relation which such
                     dividends shall bear to the dividends payable on any shares
                     of stock of any other class or any other series of
                     Preferred Stock;
(iv)                 whether the shares of such series shall be subject to
                     redemption by the Corporation and, if so, the times, prices
                     and other conditions of such redemption;
(v)                  the amount or amounts payable upon shares of such series
                     upon, and the rights of the holders of such series in, the
                     voluntary or involuntary liquidation, dissolution or
                     winding up, or upon any distribution of the assets, of the
                     Corporation;
(vi)                 whether the shares of such series shall be subject to the
                     operation of a retirement or sinking fund and, if so, the
                     extent to and manner in which any such retirement or
                     sinking fund shall be applied to the purchase or redemption
                     of the shares of such series for retirement or other
                     corporate purposes and the terms and provisions relative to
                     the operation thereof;
(vii)                whether the shares of such series shall be convertible
                     into, or exchangeable for, shares or stock of any other
                     class or any other series of Preferred Stock or any other
                     securities (whether or not issued by the Corporation) and,
                     if so, the price or prices or the rate or rates of
                     conversion or exchange and the method, if any, of adjusting
                     the same, and any other terms and conditions of conversion
                     or exchange;
(viii)               the limitations and restrictions, if any, to be effective
                     while any shares of such series are outstanding upon the
                     payment of dividends or the making of other distributions
                     on, and upon the purchase, redemption or other acquisition
                     by the Corporation of, the Common Stock or shares of stock
                     of any other class or any other series of Preferred Stock;
(ix)                 the conditions or restrictions, if any, upon the creation
                     of indebtedness of the Corporation or upon the issue of any
                     additional stock, including additional shares of such
                     series or of any other series of Preferred Stock or of any
                     other class of stock; and
(x)                  any other powers, preferences and relative, participating,
                     optional and other special rights, and any qualifications,
                     limitations and restrictions thereof.

           Except to the extent otherwise expressly provided in these Articles
of Incorporation or required by law (i) no share of Preferred Stock shall have
any voting rights other than those which shall be fixed by the Board of
Directors pursuant to this Article FOURTH and ('u) no share of Common Stock
shall have any voting rights with respect to any amendment to the terms of any
series of Preferred Stock, provided however, that in the case of this clause
(ii) the terms of such series of Preferred Stock, as so amended, could have been
established without any vote of any shares of Common Stock."

           The number of shares of the Corporation outstanding and entitled to
vote on this Certificate of Amendment to the Articles of Incorporation is
Seventeen Million, Four Hundred Forty One Thousand, One Hundred Seventy Four
(17,441,174), and the said changes and Certificate of Amendment have been
consented to and approved by a majority vote of the stockholders holding at
least a majority of each class of stock outstanding and entitled to vote
thereon.

           IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Amendment this 16th day of January, 2001, and affirm that this Certificate of
Amendment is the act and deed of the Corporation and the statements made herein
are true under the penalties of perjury.


                               /s/Douglass T. Simpson
                               ----------------------------------
                               Douglass T. Simpson
                               President



                               /s/ Taryn G. Reynolds
                               ----------------------------------
                                Taryn G. Reynolds
                                Secretary




<PAGE>


                                                                  Exhibit 10.30
                                                                  -------------
                              MANAGEMENT AGREEMENT

This agreement is made and entered into as of March 1, 2001 between Corgenix
Medical Corporation. Nevada corporation (the "Company"), and William Critchfield
(the "Executive").

The Company currently employs or intends to employ the Executive in the position
of Vice President, Chief Financial Officer ("CFO"). The Company and the
Executive desire to enter into an Employment Agreement setting forth the terms
of the Executive's employment in such capacities by the Company. In
consideration of the mutual promise contained herein, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:


1. Employment: Position; Term. The Company and the Executive hereby agree to the
   Executive's employment by the Company in the position of Vice President,
   Chief Financial Officer (the "Position"). Subject to Section 4, the term of
   this employment shall be for thirty-six (36) months, beginning March 1, 2001
   and it shall be continuously renewed and extended, unless otherwise
   terminated as provided for herein, so that it shall be effective for
   thirty-six (36) months from any date, irrespective of the anniversary date of
   this Agreement.

2. Duties: Responsibilities and Authority, In his capacities in the Position,
   the Executive shall have the primary executive responsibility for the
   financial management of the business of the Company, which shall be conducted
   in accordance with policies established by the Company's board of directors
   (the "Board"). In his capacities in the Position, the Executive shall report
   to and be subject to the direction and control of the President. The
   Executive shall devote his full professional and managerial time and effort
   to the performance of his duties as Vice President, Chief Financial Officer
   of the Company and he shall not engage in any other business activity or
   activities which, in the mutual judgement of the Executive and the Board, do,
   in fact, conflict with the performance of his duties under this Agreement,
   unless agreed to in writing by the Board and attached to this agreement.
   Furthermore, subject to the specific direction of the President and general
   direction and control of the Board, the Executive shall be in complete charge
   of all financial operations of the Company and shall have full authority and
   responsibility for formulating policies and administering the financial
   affairs of the Company in all respects. Both the Company and the Executive
   acknowledge that the services to be provided by Executive are critical to the
   Company's business.

3.    Compensation.

(a)   Salary and incentive compensation. For services rendered under this
      Agreement, the Company shall pay the Executive a monthly salary of $10,416
      paid semi-monthly at the rate of $5,208 beginning March 1, 2001. In
      addition, each year during the term of this Agreement, the Executive shall
      be eligible to receive additional incentive compensation as shall be
      determined by the President and approved by the Board.

(b)   Annual review. The Executive's salary shall be reviewed annually beginning
      with the first anniversary of the date first written above, and it may be
      increased (but not decreased) as the President and Board deems
      appropriate.

(c)   Automobile expense reimbursement. The Company shall reimburse the
      Executive in the amount of $500.00 per month for reasonable and necessary
      automobile expenses to be incurred by the Executive in connection with his
      employment by the Company.

(d)   Benefits and Vacation.  The Executive shall be eligible to participate in
      such  insurance  programs  (health,  disability,  or life) or such  other
      health, dental,  retirement, or similar employee benefits programs as the
      Board  may  approve,  on as  basis  at  least  as  favorable,as well as
      comparable to that  available to other  officers and executive employees
      of the Company.  The Executive may  participate in stock option programs
      of the Company  upon such terms as the  administrators  of such programs
      in their  discretion  determine.  The Executive shall be entitled to paid
      time off from work at the discretion of the  President.  The value of any
      unused vacation time shall not be paid to the Executive upon termination
      of his employment for any reason.


(e)   Reimbursement of Expenses. The Company shall reimburse the Executive for
      all reasonable out-of pocket expenses incurred by the Executive in
      connection with the business of the Company and in the performance of his
      duties under this Agreement upon the Executive's presentation to the
      Company of an itemized accounting of such expenses with reasonable
      supporting data.

4. Termination. Either party may terminate the Executive's employment under this
   Agreement, without cause, upon one (1) month's written advance notice to the
   other party. The Company may terminate the Executive's employment for "Cause"
   (as hereinafter defined) immediately upon written notice stating the basis
   for such termination. "Cause" for termination of the Executive's employment
   shall only be deemed to exist if the Executive has breached this Agreement,
   exhibited willful disobedience of directions of the Board, or committed gross
   malfeasance in performance of his duties hereunder or acts resulting in an
   indictment charging the Executive with commission of a felony; provided that
   the commission of acts resulting in such an indictment shall constitute Cause
   only if a majority of the directors who are not also subject to any such
   indictment determine that the Executive's conduct has substantially adversely
   affected the Company or its reputation. A material failure to perform his
   duties hereunder that results from the disability of the Executive shall not
   be considered Cause for his termination.

5. Death. In the event of the death of the Executive, except with respect to any
   benefits which have accrued and have not been paid to the Executive
   hereunder, the provisions of this Employment Agreement shall terminate
   immediately. However, the Executive's estate shall have the right to receive
   compensation due to the Executive as of and to the date of his death and,
   furthermore, to receive an additional amount equal to one twelfth (1/12) of
   the Executive's annual compensation then in effect as specified in Section 3,
   above.

6. Severance Pay. In the event that the Executive's employment is terminated by
   the Company other than "for cause", the Executive shall be entitled to
   receive his then current compensation, payable at the company's regular
   payment intervals, and all employee benefits, for twelve (12) months
   following the date of the Executive's termination by the Company. If the
   Executive truly voluntarily resigns his employment hereunder, or if his
   employment is terminated for Cause, the Executive shall not be entitled to
   any severance pay or other compensation beyond the date of termination of his
   employment.

7. Change of Control  Payment.  "Change in  Control"  shall mean a change in
   ownership or control of the Company  effected  through any of the  following
   transactions:

   (i) the acquisition, directly or indirectly by any person or group other than
       a trustee or other fiduciary holding securities under an employee benefit
       plan of the Company, of beneficial ownership of securities possessing
       more than thirty percent (30%) of the total combined voting power of the.
       Company's outstanding securities, excluding an initial or secondary
       public offerings;

   (ii)a stockholder-approved merger or consolidation to which the Company
       is a party and in which (A) the Company is not the surviving entity or
       (B)securities possessing more than thirty percent (30%) of the total
       combined voting power of the Company's outstanding securities are
       transferred to a person or persons different from the persons holding
       those securities immediately prior to such transaction.

   In the event of a change of control, as set forth in this Paragraph 6, the
   Executive shall be entitled to receive a lump sum payment equal to sixty (60)
   months of his then current compensation and all employee benefits.

8. Covenant Not to Compete. During the continuance of his employment hereunder
   and for a period of twelve (12) months after termination of his employment
   hereunder, the Executive shall not, anywhere in the United States, engage in
   any business which competes directly with the Company. The Company and the
   Executive both acknowledge the importance and value of the Executive's
   services to the Company.

9. Acceleration of Vesting.

   (i) In the event of a Change in  Control  of the  Company,  all awards due to
      the Executive  outstanding  under the Company's 1999 Incentive Stock Plan
      (or other  incentive  stock plans) as of the day before the  consummation
      of such Change in Control  shall  automatically  accelerate  so that each
      Stock Option shall  become  fully  exercisable  with respect to the total
      number of shares  subject to such stock option and may be  exercised  for
      any or all of those shares as  fully-vested  shares of common stock as of
      such date,  without regard to the conditions  expressed in the agreements
      relating to such stock option.

   (ii) In the event that the Executive's employment is terminated by the
      Company other than "for cause", all awards due to the Executive
      outstanding under the Company's 1999 Incentive Stock Plan (or other
      incentive stock plans) shall automatically accelerate so that each Stock
      Option shall become fully exercisable with respect to the total number of
      shares subject to such stock option and may be exercised for any or all of
      those shares as fully-vested shares of common stock as of such date,
      without regard to the conditions expressed in the agreements relating to
      such stock option.

10. Trade Secrets and Confidential Information. During his employment
    by the Company, and for a period of five years thereafter, the Executive
    shall not, directly or indirectly, use, disseminate, or disclose for any
    purpose other than for the purposes of the Company's business, any of the
    Company's confidential information or trade secrets, unless such disclosure
    is compelled in a judicial proceeding: The Executive acknowledges access to,
    and receipt of, such confidential information. Upon termination of his
    employment, all documents, records, notebooks, and similar repositories of
    records containing information relating to any trade secrets or confidential
    information then in the Executive's possession or control, whether prepared
    by him or by others, shall be left with the Company or returned to the
    Company upon request. The Executive shall notify future employers of the
    existence of this confidentiality provision.

11. Severability. It is the desire and intent of the parties that the provisions
   of Sections 8 and 10 shall be enforced to the fullest extent permissible
   under the laws and public policies applied in each jurisdiction in which
   enforcement is sought. Accordingly, if any particular sentence or portion of
   either Section 8 or 10 shall be adjudicated to be invalid or unenforceable,
   the remaining portions of such section nevertheless shall continue to be
   valid and enforceable as though the invalid portions were not a part thereof.
   In the event that any of the provisions of Section 8 relating to the
   geographic areas of restriction or the period of restriction shall be deemed
   to exceed the maximum area or period of time which a court of competent
   jurisdiction would deem enforceable, the geographic areas and times shall,
   for the purposes of this Agreement, be deemed to be the maximum areas of time
   periods which a court of competent jurisdiction would deem valid and
   enforceable in any state in which such court of competent jurisdiction shall
   be convened.

12. Injunctive Relief. The Executive agrees that any violation by him of the
   agreements contained in sections 8 and 10 are likely to cause irreparable
   damage to the Company, and therefore agrees that if there is a breach or
   threatened breach by the Executive of the provisions of said sections, the
   Company shall be entitled to an injunction restraining the Executive from
   such breach. Nothing herein shall be construed as prohibiting the Company
   from pursuing any other remedies for such breach or threatened breach.

13. Miscellaneous.

(a)   Notices.  Any  notice  required  or  permitted  to be  given  under  this
      Agreement  shall be  directed  to the  appropriate  party in writing  and
      mailed or delivered,

      to the Company:
      10261 Tejon Street
      Westminster CO 80234
      Attn: President

      to the Executive:
      William Critchfield
      4497 Coolidge Place
      Boulder, CO 80303

(b)   Binding effect. This Agreement is a personal service agreement and may not
      be assigned by the Company or the Executive, except that the Company may
      assign this Agreement to a successor by merger, consolidation, sale of
      assets or other reorganization. Subject to the forgoing, this Agreement
      shall be binding upon and inure to the benefit of the parties hereto and
      their respective successors, assigns, and legal representatives.

(c)   Amendment.  This  Agreement may not be amended except by an instrument in
      writing executed by each of the parties hereto.

(d)   Applicable Law. This Agreement shall be governed by the laws of the State
      of Colorado, and the venue of any action or proceeding under this
      Agreement shall take place in the City and County of Denver, Colorado.

(e)   Counterparts.   This   instrument   may  be   executed  in  one  or  more
      counterparts, each of which shall be deemed as original.

(f)   Arbitration. Should any dispute arise concerning the terms and conditions
      of this Agreement, or the breach thereof, and such dispute cannot be first
      resolved informally, the parties hereto agree to submit any dispute
      arising out of, or relating to, this Agreement, or the breach thereof, to
      binding arbitration governed by the American Arbitration Association.

(g)   Entire  Agreement.  This  Agreement  supersedes  and  replaces  all prior
      agreements   between  the  parties  related  to  the  employment  of  the
      Executive by the Company.

(h)   Advice of Counsel. Executive acknowledges that he has had the opportunity
      to seek the advice of counsel relating to this Agreement prior to
      execution of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

Corgenix Medical Corporation                             Executive


/s/ Douglass T. Simpson                             /s/ William Critchfield
-------------------------                           -------------------------
Douglass T. Simpson                                 William Critchfield
President