UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB
                                   -----------

                   Quarterly Report Under Section 13 or 15(d)
                   of the Securities and Exchange Act of 1934

For the Quarter Ended:                                   Commission File Number
----------------------                                   ----------------------
    January 31, 2002                                                    0-28973
        0-28973

                          BioPulse International, Inc.
                 ----------------------------------------------
                 (Name of small business issuer in its chapter)

              Nevada                                      87-0634278
----------------------------------         -----------------------------------
(State or other jurisdiction of                    (I.R.S. Employer I.D. No.)
incorporation or organization)

7063  South 700 West, Midvale, Utah                                 84047
-----------------------------------                             ------------
(Address of principal executive offices)                           (Zip Code)

         Issuer's telephone number, including area code     (801) 301-0484
                                                        ----------------------

    Securities registered pursuant to section 12(b) of the Exchange Act: None


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 report(s), and (2) has been
subject to such filing requirements for the past 90 days. (1) Yes [X ] No [ ]

State the number of shares  outstanding  of each of the  registrants  classes of
common equity, as of the latest practicable date:

As of January 31, 2002, issuer had approximately  15,113,546 shares of its $.001
par value common stock outstanding.

<PAGE>

PART I  FINANCIAL INFORMATION

<TABLE>
<CAPTION>
ITEM 1   FINANCIAL STATEMENTS

Pages F-2 through F-13 will directly follow.

<S>                                                                                     <C>
         Consolidated Balance Sheet as of January 31, 2002 and January 31, 2001         F-2

         Consolidated Statement of Operations for the three and six
         months ended January 31, 2002 and 2001                                         F-3


         Consolidated Statement of Cash Flows for the three and six
         months ended October 31, 2002 and 2001                                         F-4


         Notes to Financial Statements                                                  F-5
</TABLE>

                                      F-1
<PAGE>
                          Biopulse International, Inc.
                           Consolidated Balance Sheet


                                     Assets
                                     ------
                                                    January 31    January 31
                                                       2002          2001
                                                   -----------    -----------
                                                   (unaudited)    (unaudited)

Current Assets
      Cash                                         $    11,403    $ 1,274,597
      BYU Escrow                                   $    51,280
      Accounts receivable (net of allowance for           --           39,500
           doubtful accounts)
      Inventory                                           --           73,856
      Note Receivable - Employee                          --            9,800
      Note Receivable - Related Party (note 8)            --           13,032
      Prepaid Rent , Current                              --          135,080
                                                   -----------    -----------
Total Current Assets                                    62,683      1,545,865
                                                   -----------    -----------

Property & Equipment, Net (Note 2)                     398,804      1,031,584
Intangable Assets                                         --        1,479,412

Other Assets
      Prepaid Rent - Net of Current Portion               --           37,065
      Deposits                                            --            8,731
                                                   -----------    -----------
Total Other Assets                                           0         45,796
                                                   -----------    -----------
Total Assets                                       $   461,487    $ 4,102,657
                                                   ===========    ===========

                      Liabilities and Stockholders' Equity
                      ------------------------------------

Current Liabilities
      Accounts Payable                             $   725,123    $    19,922
      Accrued Expenses                                 125,040         19,953
      Unearned Revenue                                    --           10,441
      Notes Payable (Note 7)                           500,000           --
                                                   -----------    -----------
Total Current Liabliities                            1,350,163         50,316
                                                   -----------    -----------
Total Liabilities                                    1,350,163         50,316
                                                   -----------    -----------

Stockholders Equity
      Preferred Stock                                3,000,000      3,000,000
      Common Stock                                      15,134          9,458
      Additional Paid in Capital                     4,921,179      6,307,446
      Less Subscriptions Receivable                    (99,266)       (99,266)
      Treasury Stock                                    (4,283)
      Retained Earnings                             (8,721,440)    (5,165,297)
                                                   -----------    -----------
      Total Stockholders' Equity                      (888,676)     4,052,341
                                                   -----------    -----------
Total Liabilities and Stockholders' Equity         $   461,487      4,102,657
                                                   ===========    ===========

                                      F-2
<PAGE>

<TABLE>
<CAPTION>

                          Biopulse International, Inc.
                      Consolidated Statement of Operations


                                                For the              For the             For the Six          For the Six
                                             Quarter Ended        Quarter Ended         Months Ended         Months Ended
                                             January 31, 2002     January 31, 2001    January 31, 2002      January 31, 2001
                                           -----------------------------------------------------------------------------------
                                              (unaudited)          (unaudited)           (unaudited)          (unaudited)
<S>                                                <C>                    <C>                     <C>                <C>
Revenues                                                                  $703,241                20,001            1,862,921
Cost of Goods Sold                                                         298,137                 4,773              696,496
                                           ------------------   -------------------  -------------------- --------------------
Gross Profit                                               0               405,104                15,228            1,166,425
                                           ------------------   -------------------  -------------------- --------------------
Operating Expenses
Research and Development                               7,000                                      27,000
General and Administrative                           459,057             5,481,987             1,067,657            6,161,790
                                           ------------------   -------------------  -------------------- --------------------
Total Expenses                                       466,057             5,481,987             1,094,657            6,161,790
                                           ------------------   -------------------  -------------------- --------------------
Net Profit (Loss) From Operations                   (466,057)           (5,076,883)           (1,079,429)          (4,995,365)
(Loss) Recognized From
Discontinued Operations                           (1,568,047)                                 (1,568,047)
Net Income (Loss) before taxes                    (2,034,104)           (5,076,883)           (2,647,476)          (4,995,365)
Provision for Income taxes
                                           ------------------   -------------------  -------------------- --------------------
Net Income  (Loss)                               ($2,034,104)          ($5,076,883)           (2,647,476)          (4,995,365)
                                           ==================   ===================  ==================== ====================

Net Income Per Share                                  ($0.13)               ($0.54)               ($0.20)              ($0.59)

Weighted average Shares Outstanding               15,113,546             9,458,246            13,036,011            8,410,595

Fully diluted earnings per share                      ($0.03)               ($0.49)               ($0.20)              ($0.59)

Fully diluted weighted-average
shares outstanding                                76,213,164            10,458,679            74,135,629            9,144,145

</TABLE>

                                      F-3
<PAGE>

<TABLE>
<CAPTION>

                 Biopulse International, Inc.
             Consolidated Statement of Cash Flows

                                                                     For six months                     For six months
                                                                 ended January 31, 2002             ended January 31, 2001
                                                               ---------------------------       -----------------------------
                                                                      (unaudited)                        (unaudited)
<S>                                                                          <C>                                 <C>
Cash flows from operating activities

Net Income                                                                   $ (1,094,657)                       $ (4,995,365)
Adjustment to reconcile net income
       to cash provided by operations
       Depreciation and Amortization                                               58,616                              88,113
       (Increase) decrease in receivables                                                                             (22,470)
       (Increase) decrease in Inventory                                             4,773                               3,238
       (Increase) decrease in Prepaid rent                                                                             63,001
       Increase (decrease) in payables                                            437,276                             (84,865)
       Increase (decrease) in credit card debt                                    (51,737)
       Increase (decrease) in accrued expenses                                    104,553                             (10,193)
       Increase (decrease) in unearned fees                                                                           (67,343)
       Stock issued for services                                                                                    4,596,600
                                                               ---------------------------       -----------------------------
       Net cash provided by operating activities                                 (541,176)                           (429,284)
                                                               ---------------------------       -----------------------------


Cash flows from investment activities
       Purchase of Equipment                                                                                         (379,380)
       Acquisition of Intangable assets                                                                            (1,500,000)
                                                               ---------------------------       -----------------------------
Net Cash (used) provided by investing activities                                        0                          (1,879,380)
                                                               ---------------------------       -----------------------------

Cash flows from Financing Activities
       Issued common stock for cash                                                                                 1,065,000
       Issued perfered stock for cash                                                                               2,495,906
       (Increase) decreace in subscription receivable                                                                  60,300
       Cash received from debt financing                                                                              (80,000)
                                                               ---------------------------       -----------------------------
Net cash (used) provided by financing activities                                        0                           3,541,206
                                                               ---------------------------       -----------------------------

Net increase (decrease) in cash                                                  (541,176)                          1,232,542

Cash, beginning of period                                                         603,859                              42,055
                                                               ---------------------------       -----------------------------
Cash, end of period                                                               $62,683                          $1,274,597
                                                               ===========================       =============================

</TABLE>


                                      F-4
<PAGE>



                          Biopulse International, Inc.
                        Notes to the Financial Statements
                      January 31, 2002 and January 31, 2001

NOTE 1 - Summary of Significant Accounting Policies

         a.  Organization

         Biopulse  International,  Inc. (BioPulse) was incorporated in the State
of Nevada on July  13,1984  originally  under  the name of  Universal  Financial
Capital  Corp (UFC).  UFC changed its name in  September  1985 to  International
Sensor  Technologies,  Inc.(IST).  IST incurred heavy losses and no revenue from
operations and thereafter  experienced five years of inactivity.  On January 12,
1999,  IST  changed its name to BioPulse  International,  Inc.  when it acquired
BioPulse,  Inc.  BioPulse  is in the  business of  managing  integrated  medical
clinics, and medical research programs.

         BioPulse issued  4,000,000 common shares in exchange for 100 percent of
the  outstanding  stock of Biopulse Inc., a Utah  corporation  organized June 4,
1998.  The share  exchange  with  Biopulse,  Inc. was accounted for as a reverse
acquisition  (recapitalization),  therefore all historical financial information
is that of the accounting survivor Biopulse, Inc.

         The Company also paid  $100,000 to an  officer/director  of the Company
for accounting,  legal and  organization  expenses to recapitalize  the Company.
This was recorded as general and  administrative  expense  during the year ended
July 31, 1999.

         b.  Recognition of Revenue

         The  Company  recognizes  income and  expense on the  accrual  basis of
accounting.  Patients  are  generally  charged  a flat fee for  treatment  for a
specified period of time and recorded as unearned revenue. Revenue from services
to patients  is  recognized  as  services  are  performed.  Patients  who do not
complete the entire  treatment  schedule are refunded  fees  prorated on a daily
basis.

         Patient  recruitment  fees,  consulting fees and provision of equipment
for other  non-affiliated  clinics are  recognized as revenue when services have
been rendered, equipment installed and no right of return of fees exists.

         c.  Earnings (Loss) Per Share

         The  computation  of earnings per share of common stock is based on the
weighted  average  number of  shares  outstanding  at the date of the  financial
statements.

         d.  Cash and Cash Equivalents

         BioPulse  considers all highly liquid  investments  with  maturities of
three months or less to be cash equivalents.

                                      F-5

<PAGE>
                          Biopulse International, Inc.
                        Notes to the Financial Statements
                      January 31, 2002 and January 31, 2001


NOTE 1 - Summary of Significant Accounting Policies (continued)

         e.  Provision for Income Taxes

         No provision  for income taxes has been  recorded due to net  operating
loss carryforwards totaling approximately  6,000,000 that will be offset against
future  taxable income  pursuant to  limitations  of the Internal  Revenue Code.
These NOL  carryforwards  begin to expire in the year 2000.  No tax  benefit has
been reported in the financial  statements  because BioPulse believes there is a
50% or greater  chance the  carryforward  will  expire  unused,  and are limited
pursuant to the Internal  Revenue Code.  Accordingly,  no tax provision has been
recorded.

     Deferred tax assets and the valuation  account is as follows at January 31,
2002 and January 31, 2001:

                                            January             January
                                            31, 2002            31, 2001
-----------------------------------------------------  ------------------
     Deferred tax asset:
         NOL carrryforward         $      2,000,000    $         700,000
     Valuation allowance                  (2,000,000)           (700,000)
                                   ------------------  ------------------

         Total                     $               -   $               -
                                   ==================  ==================

         f.   Principles of Consolidation

         These financial statements include the books of Biopulse International,
Inc and its wholly owned subsidiary Biopulse, Inc. All intercompany transactions
and balances have been eliminated in the consolidation.

         h.  Use of Estimates in the Preparation of Financial Statements

         The  preparation of financial  statements in conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions that affect reported  amounts of assets and liabilities,  disclosure
of contingent assets and liabilities at the date of the financial statements and
expenses during the reporting  period.  In these financial  statements,  assets,
liabilities and expenses involve extensive  reliance on management's  estimates.
Actual results could differ from those estimates.

         i.  Accounts Receivable Allowance

         BioPulse periodically reviews accounts receivable and the allowance for
doubtful accounts. At January 31, 2001 the allowance was zero and at January 31,
2001 the allowance was $ 3,000.

                                      F-6

<PAGE>


                          Biopulse International, Inc.
                        Notes to the Financial Statements
                      January 31, 2002 and January 31, 2001


NOTE 1 - Summary of Significant Accounting Policies (continued)

         j.  Inventory

         Inventory  is recorded at the lower of cost or market on the  first-in,
first-out  basis,  and  consists  primarily of  medicine,  medical  supplies and
nutritional  supplements.  The  inventory  on hand as of  January  31,  2002 was
written off because there is not a strong market to liquidate the inventory.

         Direct  operating  costs  consist  of  direct  costs  incurred  in  the
providing of care to patients. These costs include the cost of medicine, medical
supplies, nutritional supplements, laboratory fees, patient hotel rooms, patient
meals and other direct  costs.  The salaries of in-house  doctors and nurses are
included in general and administrative costs.

         k.  International Exchange

         All fees are charged in U. S. dollars and most  expenses are paid in U.
S. dollars.  Expenses that are paid in a foreign  currency are converted into U.
S. dollars at the exchange rate in effect on the date of the transaction.

         l.  Research and Development Costs

         As an  integral  part of its  patient  treatment  operations,  BioPulse
conducts research  designed to evaluate the effectiveness of patient  treatment.
All costs  associated  with the  patient's  care are expensed in the period that
they are incurred. During the year ended July 31,2001, the company licensed TK-1
diagnostic  technology from Brigham Young  University.  It paid a non refundable
fee of $100,000 for right to license this technology. This fee has been expensed
as research and development costs along with the cost the company has paid third
party laboratories to develop this technology into a marketable product.

NOTE 2 - Property and Equipment

         BioPulse capitalizes  purchases of equipment with a useful life of more
than one year.  BioPulse also capitalizes  improvements and costs that increases
the value of or extend the life of an asset.

     Capitalized  assets are depreciated  over the estimated useful lives of the
assets  (five  to  seven  years  for   furniture   and  fixtures  and  leasehold
improvements,  three to five years for autos, medical and computer equipment) on
the straight line basis.

                                      F-7
<PAGE>

                          Biopulse International, Inc.
                        Notes to the Financial Statements
                      January 31, 2002 and January 31, 2001


<TABLE>
<CAPTION>

                                                                   January          January 31
                                                                  31, 2002            31, 2001
---------------------------------------------------------------------------  ------------------
<S>                                                       <C>                <C>
Property and Equipment consists of the following:
     Furniture & Equipment                                $        172,031   $         178,247
     Medical Equipment                                             676,497             720,627
     Lab Equipment                                                 209,061             142,885
     Leasehold improvements                                            --              125,243
     Auto                                                            4,000               4,000
     Accumulated Depreciation                                     (263,982)           (139,418)
                                                          -----------------  ------------------
         Total Property & Equipment                                797,607           1,031,584
     Reduction to Liquidation Value                               (398,803)
                                                          -----------------  ------------------
     Net Property and Equipment                           $         398,804  $        1,031,584
                                                           ================   =================
</TABLE>

NOTE 2 - Property and Equipment (continued)

         Depreciation  expense was $ -0- and $31,850 for the three  months ended
January 31, 2002 and 2001, respectively.

NOTE 3 - Intangible Assets

         BioPulse  capitalized  as  intangible  assets the purchase  cost of the
rights to certain  technologies  acquired  from Aidan Inc. in August  2000.  The
unamortized  cost of these rights has been written off as a cost of discontinued
operations  associated  with the  closure  of the clinic in  Tijuana,  Mexico in
January 2002 (See note 8).

NOTE 4 - Equity/Reverse stock split

         In November 1998, the board of directors authorized a 1 for 400 reverse
stock split. These statements have been  retroactively  restated to reflect this
reverse split.

         During the year ended July 31, 1999, BioPulse issued the following:

                  -        4,000,000  shares of common stock for 100 percent of
                            the  outstanding  stock of Biopulse,  Inc. valued at
                            $4,000.

                  -         2,000,000  shares of common stock for  subscriptions
                            receivable of $970,000.

                  -         25,000 shares of preferred stock, class "A" for cash
                            of $25,000.

                  -         25,374  shares  of  preferred  stock,  class "A" for
                            services  valued at $25,374.  Cost of these services
                            was recorded as general and administrative costs.

                                      F-8
<PAGE>

                          Biopulse International, Inc.
                        Notes to the Financial Statements
                      January 31, 2002 and January 31, 2001


NOTE 4 - Equity/Reverse stock split (continued)

         During the year ended July 31, 2000 BioPulse had issued the following:

                  -         600,000  shares  to  the  underwriter  for  services
                            rendered in the offering.

                  -         600,000  shares  at $.10  per  share  pursuant  to a
                            subscription agreement.

                  -         5,000 shares for $3 per share.

         During the year ended July 31, 2001 BioPulse issued the following:

                  -         35,000  shares  of  common  stock for cash at $3 per
                            share.

                  -         60,000 shares of common stock for  equipment  valued
                            at $60,000 ($1 per share.)

                  -         2,353,636  shares of common  stock for cash at $0.41
                            per share.  In addition  warrants  were  attached to
                            these  shares to purchase  189,000  shares of common
                            stock.  The exercise price shall be fifty percent of
                            the lesser of: 1) $6.375 or 2) the  average  closing
                            price  for  the  five   trading   days   immediately
                            preceding  the  effective  date  of  a  registration
                            statement covering these warrants.

                  -         1,050,000   shares  of  common  stock   pursuant  to
                            consulting  with Liviakis  Financial  Communications
                            (LFC) for investor  relations  services for one year
                            valued at  $2,961,000  ($2.82  per  share,  the fair
                            market  value on the date the  contract was signed).
                            The  shares  were non-  assessable  upon  signing on
                            November 2, 2000. In addition, the contract provides
                            for cash  commissions to LFC of 2.5% of the value of
                            debt or equity  financing and 2% of the value of the
                            merger or  acquisition  for which LFC has acted as a
                            finder. This contract has been terminated.

                  -         80,000 shares were issued to three  individuals  for
                            services  valued  at  $679,370.  The  cost of  these
                            services   will   be   recorded   as   general   and
                            administrative   costs  during  the  quarter   ended
                            January 31, 2001.

         During the year ended July 31, 2002 Biopulse issued the following:

                            4,186,800  shares  were issued to two  officers  and
                            shareholders  to replace  their shares that taken as
                            security for a note that the company  defaulted  on.
                            Two  restricted  replacement  shares were issued for
                            each free-trading share as security.

         Options:

                  -         At  August  3,  2000 the  company  issued  1,500,000
                            options to purchase  common  stock at $2.75  (market
                            price) to Aiden,  Inc. in partial  consideration for
                            technology  rights.  The shares are  exercisable  as
                            follows:

                  -         700,000 immediately,

                                      F-9
<PAGE>


                          Biopulse International, Inc.
                        Notes to the Financial Statements
                      January 31, 2002 and January 31, 2001


NOTE 4 - Equity/Reverse stock split (continued)

                  -        200,000 upon  submission  of patent  application  for
                           production of tissue vaccine,

                  -        200,000 upon  submission  of patent  application  for
                           MPGC,

                  -        200,000 upon  submission  of patent  application  for
                           Cytokines,

                  -        200,000 upon  submission  of patent  application  for
                           Tissue Vaccine.

         The above options expire August 3, 2005.

         The  company  has issued to Hunts  Drive Ltd.  in  connection  with the
issuance  of  preferred  stock  outstanding  warrants  to purchase up to 184,300
common  shares with an exercise  price of $8.40 per share.  These  warrants were
granted on January 24, 2001 and expire on January 24, 2006.

         The company also issued to Hunts  Drive,  Ltd. in  connection  with the
issuance of preferred  stock  warrants to purchase up to 150,000  common  shares
with an  exercise  price of $8.53 per  share.  These  warrants  were  granted on
January 24, 2001 and expire on January 24,2006.

         In January 2001, in connection with a private placement  offering,  the
company  issued to Hunts  Drive,  LLC,  3,000  shares  of  Series B  Convertible
Preferred at $1,000 per share. The Series B preferred shares may be converted at
any time. Under the terms of a securities  purchase  agreement,  Hunts Drive may
convert each share of Series B preferred  stock to shares of common stock having
a market value of $1,000.  The conversion price of the common stock upon receipt
by us of a notice of  conversion  is equal to the  lesser of $9.75 or 80% of the
average of the three  lowest  closing bid prices of the common  stock during the
20-day trading period  immediately prior to the conversion date as quoted on the
OTC Bulletin Board.

         For so long as the company has not received a notice of conversion  for
the shares,  we may redeem  shares of our Series B preferred  stock by serving a
notice of redemption. The redemption price equals 130% of the liquidation value,
plus all accrued but unpaid  dividends on such shares.  If the company  delivers
notice of redemption pursuant to the foregoing sentence, the holders will retain
their conversion rights with respect to up to a maximum of 100% of the number of
shares subject to the redemption.

         In  connection  with the  sale of the  Series B  preferred  stock,  the
company also issued to Hunts Drive a warrant to purchase up to 100,000 shares of
our common stock. The warrants have an exercise price of $8.53 per share.  Based
on the Black Shoals calculation,  the value of the beneficial conversion feature
of the warrants is $7,000.
                                      F-10

<PAGE>


NOTE 5 - Commitments and Contingencies

         The Company was  committed  to an  operating  lease for office space in
Sandy,  Utah.  The lease  requires the Company to pay monthly rent of $8,731 and
expires  December  2003. The landlord has agreed to terminate the lease December
1, 2001 for a payment of $70,000 due in July 2002.

         BioPulse  entered into a contract with Aidan  Incorporated on August 3,
2000, to license  patented and  patentable  technology.  The license term is the
life of the  patents.  The license  covers world wide rights  except  rights for
experimental use in the United States. The Company paid $700,000 for the license
and granted 1,500,000 options described in Note 4.

                                      F-11
<PAGE>


                          Biopulse International, Inc.
                        Notes to the Financial Statements
                      January 31, 2002 and January 31, 2001


NOTE 5 - Commitments and Contingencies (continued)

         Aidan is required to apply for patents and pay the expenses of issuance
of the patents.

         BioPulse  has paid the $700,000 to Aidan but is still  obligated  under
the options.  BioPulse is required to file a registration  statement to register
the stock that will be issued upon exercise of the options.

         The Company  entered  into a contract  with  Brigham  Young  University
effective December 1, 2000 to license patented  technology.  The license term is
five years with an option to renew for an additional 5 years. The license covers
the world  wide  rights  to this  technology  except  for the  following  Aisian
countries : China, Japan, Taiwan, Malaysia,  Indonesia,  Philippines,  Singapore
and Korea.  The company  paid $ 100,000 for the license in December  2000 and is
required to pay for further  development of the technology.  It will be required
to pay an additional $800,000 when the technology is developed into a marketable
product.  It  is  estimated  that  this  further  development  will  require  an
expenditure  of $ 100,000.  The  License  requires  payment of a 7% royalty  due
quarterly with the following minimum annual payments through 2005.

         2002                       $      0
         2003                        100,000
         2004                        200,000
         2005                        400,000
                           ------------------
         Total             $         700,000
                           ==================

If the company does not make these  future  payments  BYU's only  recourse is to
terminate the license.

The  company  placed  $300,000  in escrow to assure that there would be adequate
funds to pay for the research and  development of the TK-1  technology.  Brigham
Young  University and the Company jointly control the escrow.  There was $51,280
in the escrow account as of January 31, 2002.

The  company has  arranged  with  Covance  Development  to conduct the  research
required by its contract with BYU. The  agreement  with Covance is that Biopolse
will pay Covance on a time and materials  basis. The agreement may be terminated
at any time by either party without notice.

The clinic that the company  manages in Tijuana,  Mexico was visited on February
15, 2001 by Mexican health authorities  (Instituto de Servicios de salud Publica
Del  Estado De Baja  California).  The  clinic  held a license  to operate as an
alternative  health clinic but did not have a specific  license to offer each of
its therapies.  The IHT (insulin hypoglycemic therapy) treatment room was closed
by the health authorities and reopened on May 19, 2001.

                                      F-12
<PAGE>

                          Biopulse International, Inc.
                        Notes to the Financial Statements
                      January 31, 2002 and January 31, 2001

In November  2000 the company  entered into an agreement  with The Geneva Group,
Inc. to list the company's stock on the Frankfurt  stock  exchange.  The company
paid $20,000 in cash and issued  25,000  shares of stock to The Geneva Group for
their services. There is no future obligation under this contract.

A  lawsuit  has  been  filed  in U.S.  District  Court by  Duchess  Advisors  in
connection  with the raising of capital for the company in January  2001.  Their
claim is that they are due a  commission  in  relation  to the  raising  of that
capital.  The company paid commissions to Liviakis Financial and Roth Capital in
connection with this  transaction and does not believe that Duchess  Advisors is
entitled a commission.  The potential liability is $30,000.  Management does not
believe that they will have any liability.

Note 6 - Notes Payable

The Company  borrowed  $500,000 from Hunts Drive,  LLC in July 2001. The note is
due with interest at 6.5% simple on October 1, 2001.  2,093,400  shares of stock
owned by Loran  Swensen and  Jonathan  Neville  (officers  and  directors of the
company)  are  security  for the note.  The note is in default and the  2,093400
shares of stock have been transferred to the note holder.

Note 7 - Segment Reporting

During the year ended July 31,  2000,  the  company  had a major  customer  (The
Wicker Clinic) that was  responsible  for more than 10% of the company's  annual
revenue.  The company trained some of Wicker Clinic staff in it protocols,  sold
equipment, and sent patients to the clinic. Most of the training was done at the
clinic Biopulse managed in Tijuana,  Mexico.  The basis of segment  reporting is
due to the single customer  requirements  rather than  geographic  areas because
revenue  generated  with the customers was  generated in two  geographic  areas.
Therefore no segment reporting is required.

Note 8 - Loss From Discontinued Operations

In January  2002 the clinic in Tijuana,  Mexico was closed.  This clinic was the
first  business  operation of the company and has since its  inception  been its
primary source of operating  revenue.  Clinic operations were curtailed after an
inspection in February 2001. The Mexican regulators informed that clinic that it
needed additional permits to perform its major Cancer treatments. The clinic had
been inspected on three prior  occasions and their  operating  permits  reviewed
without a problem. After experiencing delay after delay in obtaining the permits
and draining  the  company's  working  capital  management  decided to close the
clinic. The following cost are associated with closing the clinic:


Write Off Inventory                                         $        64,327
Write Off Leasehold Improvements                                    437,416
Write Off Intangable Assets                                         637,500
Write Down Equipment to Liquidation Value                           398,804
Employee Severance Costs                                             30,000
                                                           -----------------
Total Loss From Discontinued Operations                     $     1,568,047
                                                           =================
                                      F-13
<PAGE>

ITEM 2   MANAGEMENTS DISCUSSION AND ANALYSIS

Management's Discussion and Analysis

         The  following   discussion   contains  comments  about  the  financial
condition  of BioPulse  International,  Inc. for the Quarter  Ended  January 31,
2002.

Overview

         From January 1999 we have managed Clinica BioPulso in Tijuana,  Mexico,
through a  management  contract  with a physician  licensed  in Mexico.  We were
entitled to all  revenues  and are  responsible  for all expenses of the clinic.
More than 90% of our operating  revenues and expenses and profits were generated
by the Mexican operations.

         During 2001, the Mexican  government  revamped its oversight of medical
clinics subject to its jurisdiction. It sent new health department inspectors to
review the operations and permits of many clinics in Tijuana,  Mexico.  This led
to the closure of several  clinics there.  Clinica  BioPulso also was inspected.
The  inspectors  determined  that  while  the  clinic  personnel  were  properly
qualified,  they had not submitted all of their protocols for government review.
On February  15,  2001,  one  treatment  room was closed  pending  review of the
protocols.  The clinic  submitted  applications  for licenses for four protocols
(insulin hypoglycemic therapy, chelation, colonic treatments, and dendrytic cell
therapies)  in May 2001.  On May 9, 2001,  the  Instituto  de Servicios de Salud
Publica Del Estado De Baja California (the Mexican health authorities)  reopened
the  treatment  room. As a result of the new policy,  the clinic  decided not to
seek new cancer patients until all the necessary protocols had been approved. In
January 2002 management  closed the clinic because the timing of the approval of
the permits was  uncertain  and it was there were no longer  funds  available to
keep the clinic open.

         Prior acquiring TK-1 technology in December, 2000, we have not incurred
material research and development  expenses outside of the treatment of patients
at the clinic in Tijuana,  Mexico.  We conducted  research and development using
data from records of the  patients  treated at the clinic in Mexico to determine
the  effectiveness  of the  treatments.  Additionally,  we are working  with the
doctors who are  modifying  the  treatments  based on the data received from the
treatment of patients. This limited research and development has been integrated
into the patient care given to paying patients, and we have not had any material
research and development  costs to date that were  distinguishable  from patient
care.  All costs of patient care have been  expensed in the period in which they
were incurred.  We paid $100,000 for the TK-1  technology that is not refundable
should we not be able to develop a marketable  product.  This  $100,000 has been
expenses as research and development expenses plus the costs incurred to develop
TK-1 into a marketable product.

                                       2
<PAGE>

         During 2000,  we had an  outpatient  clinic at our office in Utah.  The
revenues and expenses generated by this clinic were not material, and the clinic
no longer has any ongoing patient care operations.

Revenues

         The clinic  produced almost no revenue during the quarter ended and six
months ended  January 31, 2002,  down from $ 703,241 and  1,862,921  from clinic
operations  for same  period  last year.  This is due to our not  accepting  new
cancer  patients after being informed that we need  additional  permits from the
Mexican  government to offer the treatments  that had bee previously  offered as
discussed above.


Costs and Expenses

Cost of sales was $4,773 for the quarter and six months  ended  January 31, 2002
down from $ 298,137 and $ 696,496 from the same period last year. This is due to
the almost  total loss of  patients at the  clinic.  General and  Administrative
expenses  were $ 466,057 and $ 1,094657  for the  quarter  and six months  ended
January 31, 2002 down from $ 5,481,987 and  $6,161,790  for the same period last
year.  Most of the general and  administrative  expenses for the prior year were
for the value of stock  issued for  services.  Most  general and  administrative
expenses  have been  eliminated  as of  January  2002 due to the  closing of the
clinic in Tijuana Mexico.

Liquidity

                  As of January 31,  2002,  the Company  very little cash and is
looking to sell its clinic  equipment and  sublicense  some of its  intellectual
property. Most of the employees of Biopulse have been laid off and the remaining
two employees are working for deferred salaries. These salaries are accrued as a
liability on the financial statements. There are talks with a potential buyer of
the equipment and licensee of the TK-1  technology that if the sale is completed
would be  sufficient  to pay the accounts  payable and accrued  expenses.  As of
October 1, 2001 we are in default on our loan of $500,000  with Hunts Drive Ltd.
That loan was secured by the  2,093,400  shares of stock owned by Loran  Swensen
and Johathan Neville, Officers and Directors of the company.


Seasonal Aspects

None

                                       3
<PAGE>

Material Commitments for Capital Expenditures and Capital Resources

         There are no material  commitments for capital  expenditures.  BioPulse
has committed to develop the ELISA kit for the TK-1  diagnostic  technology that
was acquired from Brigham Young  University.  This is expected to cost less than
$50,000.

                            PART II OTHER INFORMATION

ITEM 1   LEGAL PROCEEDINGS

         A lawsuit has been filed in U.S.  District Court by Duchess Advisors in
connection  with the raising of capital for the company in January  2001.  Their
claim is that they are due a  commission  in  relation  to the  raising  of that
capital.  The company paid commissions to Liviakis Financial and Roth Capital in
connection with this  transaction and does not believe that Duchess  Advisors is
entitled a commission.  The potential liability is $30,000.  Management does not
believe that they will have any liability.

ITEM 2   CHANGES IN SECURITIES

         None


ITEM 3   DEFAULTS UPON SENIOR SECURITIES

         None

ITEM 4   SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

         None

ITEM 5   OTHER INFORMATION

         None

ITEM 6   EXHIBITS AND REPORTS ON FORM 8-K
         None

                                       4
<PAGE>


                                   SIGNATURES

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


                                   BioPulse International, Inc.


Date: March 17, 2002               By: /s/ Reid Jilek
                                       ------------------------
                                           Reid Jilek
                                           CEO


Date: March 17, 2002               By: /s/ Michael Jones
                                       ------------------------
                                           Michael Jones
                                           Treasurer / CFO

                                       5

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