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
----------------------                                    ----------------------
October 31, 2001                                                         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)

10421 South Jordan Gateway, Suite 500, South Jordan, Utah               84095
---------------------------------------------------------           ------------
(Address of principal executive offices)                              (Zip Code)

         Issuer's telephone number, including area code     (801) 523-0101
                                                        ----------------------

    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 October 31, 2001, issuer had approximately  10,926,746 shares of its $.001
par value common stock outstanding.

                                       1
<PAGE>



PART I   FINANCIAL INFORMATION

ITEM 1   FINANCIAL STATEMENTS

Pages F-3 through F-13 will directly follow.

         Consolidated Balance Sheet as of October 31, 2001
         and October 31, 1999                                             F-2

         Consolidated Statement of Operations for the three
         months ended October 31, 2001 and 2000                           F-3

         Consolidated Statement of Cash Flows for the three
         months ended October 31, 2001 and 2000                           F-4

         Notes to Financial Statements                                    F-5


                                      F-1
<PAGE>

                          Biopulse International, Inc.
                           Consolidated Balance Sheet


                                     Assets
                                                     October 31,    October 31,
                                                         2001            2000
                                                     -----------    -----------
Current Assets
       Cash                                          $     7,631    $   104,189
       Escrow Account                                    255,280
       Accounts receivable (net of allowance for            --          112,940
            doubtful accounts)
       Inventory                                          64,327         83,502
       Note Receivable - Employee                           --            9,800
       Note Receivable                                      --           19,032
       Prepaid Rent , Current                               --          135,080
                                                     -----------    -----------
 Total Current Assets                                    327,238        464,543
                                                     -----------    -----------

 Property & Equipment, Net (Note 2)                    1,235,023        848,238
 Intangable Assets                                       637,500        689,706

 Other Assets
       Deposits                                            8,731          8,731
       Prepaid Rent - Net of Current Portion                --          151,594
                                                     -----------    -----------
 Total Other Assets                                        8,731        160,325
                                                     -----------    -----------
 Total Assets                                        $ 2,208,492    $ 2,162,812
                                                     ===========    ===========

                      Liabilities and Stockholders' Equity

 Current Liabilities
       Accounts Payable                              $   502,064    $    92,739
       Accrued Expenses                                   81,000         20,081
       Notes Payable                                     500,000        911,600
       Unearned Revenue                                     --           30,466
                                                     -----------    -----------
 Total Current Liabliities                             1,083,064      1,054,886
                                                     -----------    -----------
 Total Liabilities                                     1,083,064      1,054,886
                                                     -----------    -----------

 Stockholders Equity
       Preferred Stock                                 3,000,000           --
       Common Stock                                       10,927          7,464
       Additional Paid in Capital                      4,925,386      1,226,934
       Less Subscriptions Receivable                     (99,266)      (119,586)
       Treasury Stock                                     (4,283)          --
       Accumulated Deficit                            (6,707,336)        (6,886)
                                                     -----------    -----------
       Total Stockholders' Equity                      1,125,428      1,107,926
                                                     -----------    -----------
 Total Liabilities and Stockholders' Equity          $ 2,208,492    $ 2,162,812
                                                     ===========    ===========

               See Notes to the Consolidated Financial Statements

                                      F-2
<PAGE>

                          Biopulse International, Inc.
                      Consolidated Statement of Operations
<TABLE>
<CAPTION>

                                                   For the Three    For the Three
                                                    Months Ended    Months Ended
                                                 October 31,2001    October 31, 2000
                                                    ------------    ------------
<S>                                                 <C>             <C>
Revenues                                            $     20,001    $  1,159,680
Cost of Sales                                              4,773         398,359
                                                    ------------    ------------
Gross Profit                                              15,228         761,321
                                                    ------------    ------------
Operating Expenses

General and Administrative                               628,600         679,803
Research & Development                                    20,000             --
                                                    ------------    ------------
Total Expenses                                           648,600         679,803
                                                    ------------    ------------
Net Profit (Loss) From Operations                       (633,372)         81,518

Net Income (Loss) before taxes                          (633,372)         81,518

Provision for Income taxes
                                                    ------------    ------------
Net Income  (Loss)                                  $   (633,372)   $     81,518
                                                    ============    ============

Net Income Per Share                                $      (0.06)   $       0.01

Weighted average Shares Outstanding                   10,926,746       7,464,110

Fully diluted earnings per share                    $      (0.01)   $       0.01

Fully diluted weighted-average shares outstanding     72,026,364       8,626,443
</TABLE>

               See Notes to the Consolidated Financial Statements

                                      F-3
<PAGE>

                          Biopulse International, Inc.
                      Consolidated Statement of Cash Flows
<TABLE>
<CAPTION>
                                                    For The Three    For The Three
                                                     Months Ended    Months Ended
                                                 October 31, 2001    October 31, 2000
                                                        ---------    ---------
<S>                                                     <C>          <C>
Cash flows from operating activities

Net Income                                              $(633,372)   $  81,518
Adjustment to reconcile net income
       to cash provided by operations
       Depreciation and Amortization                       58,616       42,144
       (Increase) decrease in receivables                    --        (95,910)
       (Increase) decrease in Inventory                     4,773       (6,408)
       (Increase) decrease in Prepaid rent                   --         30,000
       Increase (decrease) in payables                    220,259      (12,048)
       Increase (decrease) in credit card debt            (51,737)        --
       Increase (decrease) in accrued expenses             60,513      (10,065)
       Increase (decrease) in unearned fees               (47,318)
                                                        ---------    ---------
       Net cash provided by operating activities         (340,948)     (18,087)
                                                        ---------    ---------


Cash flows from investment activities
       Purchase of Equipment                                 --       (160,379)
       Acquisition of Intangable assets                      --       (700,000)
                                                        ---------    ---------
Net Cash (used) provided by investing activities             --       (860,379)
                                                        ---------    ---------

Cash flows from Financing Activities
       Issued common stock for cash                          --         75,000
       Increase (decrease) in short-term debt                --        825,600
       (Increase) decreace in subscription receivable        --         40,000
                                                        ---------    ---------
Net cash (used) provided by financing activities             --        940,600
                                                        ---------    ---------

Net increase (decrease) in cash                          (340,948)      62,134

Cash, beginning of period                                 603,859       42,055
                                                        ---------    ---------
Cash, end of period                                     $ 262,911    $ 104,189
                                                        =========    =========
</TABLE>

               See Notes to the Consolidated Financial Statements

                                      F-4
<PAGE>


                          Biopulse International, Inc.
                        Notes to the Financial Statements
                      October 31, 2001 and October 31, 2000

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
                      October 31, 2001 and October 31, 2000

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.  The loss from the year ended July 31,
1999 can be used to  offset  income  for the  period  ended  October  31,  2000.
Accordingly, no tax provision has been recorded.

         Deferred tax assets and the valuation  account is as follows at October
31, 2001 and October 31, 2000:

                                           October 31, 2001    October 31, 2000
-----------------------------------------------------------  ------------------
     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 October 31, 2000 the allowance was $8,435 and at October
31, 2001 the  allowance was $0, since there were no  receivables  at October 31,
2001.

                                      F-6
<PAGE>


                          Biopulse International, Inc.
                        Notes to the Financial Statements
                      October 31, 2001 and October 31, 2000

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.

         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
                      October 31, 2001 and October 31, 2000

                                                    October 31,    October 31,
                                                       2001           2000
                                                    -----------    -----------
Property and Equipment consists of the following:
     Furniture & Equipment                          $   172,031    $   171,301
     Medical Equipment                                  676,497        683,104
     Lab Equipment                                      209,061           --
     Leasehold improvements                             437,416         93,576
     Auto                                                 4,000           --
     Accumulated Depreciation                          (263,982)      (103,743)
                                                    -----------    -----------
         Total Property & Equipment                 $ 1,235,023    $   848,238
                                                    ===========    ===========


NOTE 2 - Property and Equipment (continued)

         Depreciation  expense  was $ 46,116 and  $31,850  for the three  months
ended October 31, 2001 and 2000, 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.  These
assets are  amortized  over their  estimated  useful life or the life of related
patents whichever is shorter.  BioPulse does not expect the technology to become
obsolete  during the 17 year  useful life of the  patents.  The  technology  and
licenses  acquired  cover the world  except for  experimental  use in the United
States.

         Intangible assets consist of the following at October 31, 2001:

         Intangible Assets              $ 700,000
         Accumulated Amortization         (62,500)
                                        ---------
              Total Intangible Assets   $ 637,500
                                        =========

         Amortization  expense was $12,500  for the  quarter  ended  October 31,
2001.

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.

                                      F-8
<PAGE>

                          Biopulse International, Inc.
                        Notes to the Financial Statements
                      October 31, 2001 and October 31, 2000

             -    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.

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.

                                       F-9
<PAGE>

                          Biopulse International, Inc.
                        Notes to the Financial Statements
                      October 31, 2001 and October 31, 2000

         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,

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.

                                      F-10
<PAGE>

                          Biopulse International, Inc.
                        Notes to the Financial Statements
                      October 31, 2001 and October 31, 2000

         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.

NOTE 5 - Commitments and Contingencies

         The Company is  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.

         The Company is responsible for an operating lease for clinic and office
space in Tijuana,  Mexico.  The lease  requires the payment of $42,000 per month
and expires  February 28,  2005.  The lease  states the rent  obligation  on the
clinic and office space in U.S. dollars.

         Future  minimum  operating  lease  payments  are as follows at July 31,
2001:

         2001                           $           92,7314
         2002                                       574,000
         2003                                       504,000
         2004                                       504,000
         2005                                        84,000
                                        -------------------
              Total                     $         1,758,731
                                        ===================

         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
                      October 31, 2001 and October 31, 2000

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.

         2000              $               0
         2001                              0
         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 $255,280
in the escrow account as of October 31, 2001.

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

                                      F-12
<PAGE>

                          Biopulse International, Inc.
                        Notes to the Financial Statements
                      October 31, 2001 and October 31, 2000

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.

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 interest 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.

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 comnay  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.

                                      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  October 31,
2001.

Overview

         Since  inception in January 1999, we have been refining our  operations
and developing our market. We have advertised in periodicals targeting potential
patients,  rented booths at trade shows, and sought to develop a good reputation
through  positive  results  and  satisfied  patients.  We  have  introduced  new
treatments for our patients and expanded our market.

         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 patients until all the necessary protocols had been approved.  Approval
of these permits are still pending.

         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 October
31, 2001, down from 1,569,680 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  ended  October 31, 2001 down
from  $398,359  from the same period last year.  This is due to the almost total
loss of  patients  at the  clinic.  General  and  Administrative  expenses  were
$628,600 for the quarter  ended October 31, 2001 down from $679,803 for the same
period  last year.  Most of the general and  administrative  expenses  are fixed
costs that are not controllable in the short run. One primary fixed cost is rent
of the  clinic in  Tijuana,  Mexico.  The clinic  rent is $42,000  per month and
$329,000 is due as of October 31, 2001 and is included in accounts payable.  The
landlord is working with us to resume  operations and it is in his best interest
to not evict us.  The lease was  renegotiated  in  February  2001.  Prior to the
renegotiation,  rent was  charged on patient  rooms as they were used and were a
cost of sales. After the  renegotiation,  rent on the whole facility was charged
as a fixed amount  regardless of occupancy;  thus rent on patient rooms became a
fixed or general and administrative  expense.  The fixed rent increased $ 31,000
per month in February  2001.  Staff  salaries  were reduced in the quarter ended
October 31, 2001 by approximately 50,000 over the same period in the prior year.


Significant  Elements  of  Income  or Loss  That Do Not  Arise  From  Continuing
Operations

         There were no significant  elements of income or loss that do not arise
from continuing operations.


Liquidity

         As of October 31, 2001,  the Company had current assets of $327,238 and
current  liabilities of $1,083,064.  Clinic  operations had been generating near
breakeven cash flow through January 2001 but due to the change in the regulatory

                                       3
<PAGE>

climate in Mexico and  resulting  decrease in the number of  patients  that have
been treated at the clinic,  the clinic has  generated  net  negative  cash flow
since January  2001.  We have used most of our cash  resources as of October 31,
2001 and have  laid off most of our  administrative  personnel  and the  Mexican
clinic has laid off most of it personnel until operations  resume.  The officers
have  continued to work and their  salaries  have accrued but have not been paid
during  October and  November.  As of October 31,  2001,  we have  approximately
$250,000 in cash in escrow with Brigham Young  University  and expect to be able
to access  $150,000  of that.  That would  leave more than enough to pay for the
expected  costs to  complete  development  of the TK-1  diagnostic  test.  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.  We expect to be
able to reopen the  clinic in Tijuana  under a new  agreement  with the  doctors
where they would use our  equipment and facility and would pay us a flat fee for
that and consulting services

         We believe that cash flow from the  operations of the Clinica  BioPulso
in Tijuana, Mexico, will be positive in the foreseeable future.


Seasonal Aspects

         We have experienced  lower patient occupancy during late fall and early
winter months than during other times of the year.  Although  there may be other
reasons  for this,  our  treatments  are  elective  treatments,  and  typically,
patients  may  choose  to not seek  these  treatments  during  holiday  seasons,
preferring instead to seek treatment at other times of the year.


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

                                       4
<PAGE>

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

                                       5
<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: December 21, 2001            By: /s/ Reid Jilek
                                   ------------------
                                           Reid Jilek
                                           CEO


Date: December 21, 2001            By: /s/ Michael Jones
                                   ---------------------
                                           Michael Jones
                                           Treasurer / CFO



                                       6