SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                          ------------------

                          ------------------
                                   Form 10-KSB

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

              For the fiscal year ended June 30, 2000

|_|   TRANSITION   REPORT   UNDER   SECTION  13  OR  15(d)  OF  THE
      SECURITIES ACT OF 1934
                 For the transition period from to

                        Commission File Number 000-24541
                          ------------------

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

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

          12061 Tejon Street, Westminster, Colorado 80234
   (Address of principal executive offices, including zip code)

                          (303) 457-4345
         (Issuer's telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act:
           Securities  registered  pursuant to Section 12(g) of the
      Act:  Common Stock, $.001 Par Value

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

Check  if no  disclosure  of  delinquent  filers  in  response  to  Item  405 of
Regulation S-B is contained in this form,  and no disclosure  will be contained,
to the best of the  issuer's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. |X|

The issuer's revenues for its most recent fiscal year were:
$3,544,953

The  aggregate  market value of the voting stock held by  non-affiliates  of the
issuer was $3,171,941 as of September 19, 2000.

The number of shares of Common Stock  outstanding was 17,424,584 as of September
19, 2000.

Transitional   Small  Business   Disclosure   Format.  Yes  |_|  No
|X|

                DOCUMENTS INCORPORATED BY REFERENCE

Documents  Incorporated  by  Reference:  Items  9,  10 and 11 of  Part  III  are
incorporated  by  reference  from the  definitive  proxy  statement  of Corgenix
Medical Corporation to be filed within 120 days after June 30, 2000.



<PAGE>






                                     PART I

Item 1.  Description of Business.

      Certain  terms used herein are defined in the Glossary that follows at the
end of this Part.

Company Overview

       Corgenix Medical Corporation  ("Corgenix" or the "Company") is engaged in
two principal areas of the healthcare products business:

o     The research,  development,  manufacture, and marketing of in
        vitro  (outside  the body)  diagnostic  products for use in
        disease   detection  and  prevention   (the   "Professional
        Products   Business").   We   currently   sell   140   (the
        "Professional   Products")   Professional   Products  on  a
        worldwide  basis  to  hospitals,   clinical   laboratories,
        commercial    reference    laboratories,    and    research
        institutions; and
o     The sale and  distribution of healthcare and related products
        (the  "Consumer  Products")  to  consumers  via  e-commerce
        (the "Consumer  Healthcare  Business").  In the fiscal year
        ended June 30, 2000,  sales of Consumer  Products  were not
        significant,  in the financial  performance of the Company.
        We did progress  significantly in the development  stage of
        the  e-commerce  site,  www.healthoutfitters.com,  which is
        projected  to open  during the fiscal  year ending June 30,
        2001.

      Our corporate office is located in Westminster,  Colorado. The Company was
established in May 1998  resulting  from a merger (the "Merger")  between REAADS
Medical  Products,  Inc.,  ("REAADS")  a  Delaware  Corporation,  and Gray  Wolf
Technologies,  Inc., ("Gray Wolf") a Nevada corporation.  Prior to May 22, 1998,
our business was  conducted  by and under the name of REAADS  Medical  Products,
Inc. We have three wholly-owned operating subsidiaries:

o       Corgenix,  Inc.,  ("Corgenix,   Inc.")  (formerly  REAADS),
        established in 1990 and located in  Westminster,  Colorado.
        Corgenix,  Inc.  is  responsible  for sales  and  marketing
        activities  for North America and Japan,  and also conducts
        product  development,  product support,  regulatory affairs
        and product manufacturing of the Professional Products.
o       Corgenix (UK) Ltd., ("Corgenix UK"),  incorporated in the United Kingdom
        in 1996 as REAADS  Bio-Medical  Products (UK) Limited ("REAADS UK"), and
        is  located  in   Peterborough,   England.   Corgenix   UK  manages  our
        international sales and marketing  activities except for distribution in
        North America and Japan which is under the  responsibility  of Corgenix,
        Inc.
o       Health-outfitters.com,  Inc.,  ("health-outfitters.com"),   a
        Colorado  corporation  established  in 1999, and located in
        Westminster,  Colorado.  Health-outfitters.com  manages our
        Consumer   Healthcare   Business.   The  business  was  not
        operational at June 30, 2000.


The Professional Products Business

      Introduction

      Our  Professional  Products  Business  is managed by  Corgenix,  Inc.  and
Corgenix UK, and includes the research, development,  manufacture, and marketing
of in vitro diagnostic products for use in disease detection and prevention.  We
sell 140  Professional  Products on a  worldwide  basis to  hospitals,  clinical
laboratories, commercial reference laboratories, and research institutions. Some
of these are products  which we have  developed and which we  manufacture at our
Colorado  facility,  and  others  are  products  which we  purchase  from  other
healthcare  manufacturers  ("OEM"  products).  All of these products are used in
clinical  laboratories  for the diagnosis  and/or  monitoring of five  important
areas of health care:

o       Autoimmune  disease and  Antiphospholipid  antibody testing (diseases in
        which an  individual  creates  antibodies  to one's  self,  for  example
        systemic lupus erythematosus ("SLE") and rheumatoid arthritis ("RA"));
<PAGE>
o       Vascular disease  (diseases  associated with certain types of thrombosis
        or clot  formation,  for example  antiphospholipid  syndrome,  deep vein
        thrombosis, stroke and coronary occlusion);

o       Infectious  diseases  (diseases  caused by certain  bacterial
        and   other   microorganisms),   for   example   gonorrhea,
        mononucleosis and herpes;

o       Liver diseases  (cirrhosis and transplanted organ rejection);
        and

o       Miscellaneous  testing  (pregnancy,   fecal  occult  blood  and  related
        products).

      In  addition  to  our  current  Professional  Products,  we  are  actively
developing new laboratory tests in other important diagnostic testing areas. See
"-- Other  Strategic  Relationships."  In this  connection,  we manufacture  and
market to clinical laboratories and other testing sites worldwide. Our customers
include  large and emerging  health care  companies  such as Chugai  Diagnostics
Science  ("Chugai"),  a wholly owned subsidiary of Chugai  Pharmaceuticals  Co.,
Ltd. ("Chugai Pharma"), which owns approximately 5.3% of the Common Stock of the
Company. See "-- Chugai Strategic Relationship."


      Most of our products are based on our patented and proprietary application
of Enzyme Linked  ImmunoSorbent Assay ("ELISA")  technology,  a clinical testing
methodology  commonly used worldwide.  All of our current  products are based on
this platform  technology in a delivery format  convenient for clinical  testing
laboratories.  The delivery format ("Microplate") allows the testing of up to 96
samples  per plate,  and is one of the most  commonly  used  formats,  employing
conventional testing equipment found in virtually all clinical laboratories. The
availability  and broad  acceptance of ELISA  Microplate  products reduces entry
barriers worldwide for our new products that employ this technology and delivery
format.  Our  products  are sold as "tests"  that  include all of the  materials
required  to  perform  the test  except for  routine  laboratory  chemicals  and
instrumentation.  A test  using  ELISA  technology  involves a series of reagent
additions into the  Microplate  triggering a complex  immunological  reaction in
which a resulting color occurs.  The amount of color developed in the final step
of the test is directly  proportional to the amount of the specific marker being
tested for in the patient or unknown sample. The amount of color is measured and
the  results  calculated  using  laboratory   instrumentation.   Our  technology
specifies  a process by which  biological  materials  are  attached to the fixed
surface of a diagnostic  test  platform.  Products  developed  using this unique
attachment  method  typically  demonstrate  a more uniform and stable  molecular
configuration,  providing a longer  average shelf life,  increased  accuracy and
superior specificity than the products of our competitors.

      Some of the OEM products which we obtain from other manufacturers and sell
through our distribution  network utilize  technologies  other than our patented
and proprietary ELISA technology.

      Our  diagnostic  tests are  intended to aid in the  identification  of the
causes of illness  and  disease,  enabling  a  physician  to select  appropriate
patient  therapy.  Internally  and through  collaborative  arrangements,  we are
developing  additional  products  that are  intended  to  broaden  the  range of
applications for our existing  products and to result in the introduction of new
products.

      Since 1990,  our sales force and  distribution  partners have sold over 12
million tests  worldwide  under the REAADS and Corgenix  labels,  as well as OEM
products. An integral part of our strategy is to work with corporate partners to
develop market opportunities and access important resources. We believe that our
relationships  with current and potential partners will enable us to enhance our
menu of  diagnostic  products  and  accelerate  our  ability  to  penetrate  the
worldwide markets for new products.

      We currently use the REAADS  trademarks  and tradenames in the sale of the
products which we  manufacture.  These  products  constitute the majority of our
product sales..



<PAGE>


      Industry Overview

      In vitro  diagnostic  ("IVD")  testing  is the  process of  analyzing  the
components of a wide variety of body fluids  outside of the body to identify the
presence of markers for diseases or other human health conditions. The worldwide
human health IVD market consists of reference laboratory and hospital laboratory
testing, testing in physician offices and the emerging  over-the-counter ("OTC")
market, in which testing is done at home by the consumer.

      Traditionally, diagnostic testing has been performed in large, high-volume
commercial or hospital-based  laboratories using instruments operated by skilled
technicians.  Our  products  in  a  Microplate  format  are  designed  for  such
instrumentation   and  are  marketed  to  these  types  of   laboratories.   The
instrumentation  and  supportive  equipment  required  to use our ELISA tests is
relatively  simple,  and  typically is used by a laboratory  for many  different
products.



      One of the fastest growing  segments of the human health IVD market is the
market for highly  accurate  tests  that can be used  logistically  close to the
point of patient  care  ("POC")  (such as  clinics,  physician  offices,  homes,
patient bedsides and emergency rooms) as well as in laboratories.  The growth in
this POC market is primarily due to pressure on health care  providers to reduce
the overall cost of health care as well as the  availability  of technology that
enables health care providers to process tests on-site, rather than sending them
to remote laboratories. POC testing helps to reduce overall health care delivery
costs and can improve  patient  outcomes by enabling  the primary  caregiver  to
determine a diagnosis  of the medical  condition  during the  patient's  initial
visit,  minimizing  the time to medical  intervention  and reducing the need for
additional patient follow-up.

      The IVD  industry  has  undergone  major  consolidation  over the last few
years.  As a result,  the industry is  characterized  by a small number of large
companies or divisions of large  companies  that  manufacture  and sell numerous
diagnostic products incorporating a variety of technologies.  In addition, there
are many small diagnostic  companies,  which generally have limited resources to
commercialize  new  products.  As a result of  technological  fragmentation  and
customer  support  requirements,  we  believe  that  there may be a  substantial
competitive advantage for companies with unique and differentiated  technologies
that can be used to generate a broad menu of  diagnostic  products and that have
developed successful customer support systems.

      Strategy

      Our primary  objective is to apply our proprietary ELISA technology to the
development and  commercialization  of products for use in a variety of markets.
Our strategies for achieving this objective include the following:

      Apply our ELISA  Technology  to  Additional  Diagnostic  Markets.  We have
      focused our  resources  on  development  of highly  accurate  tests in the
      Microplate format for sale to clinical testing laboratories. We believe we
      can expand our market focus with the  addition of new tests  complementary
      to the current product line.

      Leverage Sales and Marketing Resources.  We maintain a small marketing and
      sales organization,  which is experienced in selling diagnostic tests into
      the laboratory market. We plan to expand this sales  organization,  adding
      distribution  channels where appropriate.  We will also seek to expand our
      product  menu with more high  value,  quality  products  through  internal
      development,  acquisition or  in-licensing of  complementary  products and
      technologies.

      Continue to Develop Strategic Alliances to Leverage Company Resources.  We
      have developed, and will continue to pursue, strategic alliances to access
      complementary resources (such as proprietary markers,  funding,  marketing
      expertise  and  research  and  development  assistance),  to leverage  our
      technology,  expand our  product  menu and  maximize  the use of our sales
      force.

      Pursue Synergistic  Product and/or Technology  Acquisitions.  We intend to
      proactively evaluate strategic acquisitions of companies, technologies and
      product lines where we identify a strategic opportunity to expand our core
      business   while   increasing   revenues  and  earnings   from  these  new
      technologies.

      Expand Line of  Diagnostic  Tests into Home Use. The products
      sold by  health-outfittters.com.,  Inc.  will  include a wide
      range of home  tests for  certain  diagnostic  uses.  We will
      initially  sell  products   manufactured   for  us  by  other
      companies,   then   develop  our  own  line  of  products  as
      appropriate.



<PAGE>


      Products and Markets

      We currently  sell ELISA tests in major markets  worldwide.  To date,  our
sales force and  distribution  partners have sold over 12 million tests since we
first received product marketing  clearance from the United States Food and Drug
Administration (the "FDA") for the first anti-cardiolipin  antibody ("aCL") test
in 1990. Many peer reviewed  medical  publications,  abstracts and symposia have
been  presented on the  favorable  technical  differentiation  of our tests over
competitive products.

      To  extend  the  product  offering  for  current  product  lines,  and  to
complement our  premium-priced,  existing  assays,  we plan to add products from
strategic  partners.   Our  current  product  menu,   commercialized  under  the
trademarks "REAADS" and "Corgenix" includes the following:

      Autoimmune Disease Products

      Our ELISA Autoimmune Disease Product line consists of twenty-one products,
including a screening test for antinuclear  antibodies (ANA), and specific tests
to measure antibodies to dsDNA, Sm, SM/RNP,  SSA, SSB, Jo-1,  Scl-70,  histones,
gliadin, ASCA, rP, centromere,  mitochondria,  MPO, PR3, thyroglobulin,  thyroid
peroxidase,  nucleo,  intrinsic  factor and ASG-PR.  We manufacture one of these
products; the remainder are manufactured for us by other companies. The products
are used for the diagnosis and monitoring of autoimmune  diseases  including RA,
SLE, Mixed Connective Tissue Disease,  Sjogren's  Syndrome,  Dermatopolymyositis
and Scleroderma.

      These  autoimmune  disease  products are formatted in the ELISA Microplate
format, and are  differentiated  from the competition by their user convenience.
Historically,  diagnostic tests utilized antiquated  technologies that presented
significant  limitations  for the  clinical  laboratory  environment,  including
greater labor  requirements and the need for a subjective  interpretation of the
results.  These ELISA  autoimmune  tests overcome these  technology  shortfalls,
permitting  a  clinical   laboratory   to  automate  its  tests,   lowering  the
laboratory's  labor  costs  as  well as  providing  objectivity  to test  result
interpretation.

      Antiphospholipid Antibody Testing Products

      We have nine products for antiphospholipid  antibody testing, which in the
fiscal year ended June 30, 2000 represented over 57% of our total product sales.
These  include aCL IgG, aCL IgA, aCL IgM,  anti-phosphatidylserine  ("aPS") IgG,
aPS IgA, aPS IgM,  anti-(beta)2-Glycoprotein  I ("a(beta)2GPI") IgG, a(beta)2GPI
IgA,  and  a(beta)2GPI  IgM.  These  tests  are  used in the  diagnosis  of SLE,
antiphospholipid syndrome and thrombosis.

      Antiphospholipid   antibodies   are  measured  in  clinical   laboratories
primarily  using ELISA  technology  with  cardiolipin  as the most commonly used
antigen.  High  levels  of these  antibodies  are seen in  venous  and  arterial
thrombosis,  thrombocytopenia and/or recurrent abortion, now considered the main
clinical  criteria  for the  diagnosis of a clinical  entity  referred to as the
antiphospholipid   syndrome.  The  antiphospholipid  syndrome  may  be  seen  in
association with an underlying disease (i.e.  autoimmune such as SLE or SLE-like
disease),  or may be seen in patients  without any obvious or apparent  disease.
When high serum levels of  antiphospholipid  antibodies are found in individuals
without any clinical manifestations,  it is regarded as an important risk factor
for the development of antiphospholipid syndrome.

      The importance of the antiphospholipid syndrome resides in its association
with serious clinical  manifestations such as chronic and recurrent venous (deep
vein)  thrombosis,  as well as arterial  thromboembolic  disease including heart
attacks, strokes and pulmonary embolism. Thrombocytopenia has been attributed to
the temporary removal of platelets from circulation  during a thrombotic episode
(clot formation).
<PAGE>
      Vascular Disease Products


      We market  seven tests for vascular  diseases.  Four  products  (Protein C
Antigen ELISA, Protein S Antigen ELISA,  Monoclonal Free Protein S ELISA and von
Willebrand  Factor Antigen ELISA) are manufactured by Corgenix,  Inc., and three
others (abp von Willebrand Factor Activity Test, GTI Platelet Factor 4 Test, and
abp Ristocetin) are manufactured  for us by other companies.  These products are
useful in the diagnosis of certain clotting and bleeding disorders including von
Willebrand's Disease (Hemophilia B).

      Hemostasis  (the  normal  stable  condition  in  which  there  is  neither
excessive  bleeding nor  excessive  clotting) is  maintained  in the body by the
complex interaction of the endothelial cells of blood vessels, coagulation cells
such as platelets,  coagulation  factors,  lipids  (cholesterol)  and antibodies
(autoantibodies).  All play important roles in maintaining this  hemostasis.  In
clinical  situations in which an individual  demonstrates  excessive clotting or
bleeding,  a group of  laboratory  tests is  typically  performed  to assess the
source of the disorder using the tests that we market.

      Infectious Disease Products

      We market  fifteen  products for the  detection  and  diagnosis of certain
infectious disease organisms. These products are mainly sold by us in the United
Kingdom,  and all of the products are  manufactured  for us by other  companies.
These  products  include test tests for:  adenovirus,  helicobacter  pylori (the
bacteria  suspected  of  causing  ulcers),  Group  A  streptococcus,  gonorrhea,
mycobacterium  tuberculosis  (the causative  agent of  tuberculosis),  syphilis,
cryptococcal  antigen,  toxoplasma,  mononucleosis,   cytomegalovirus,   herpes,
varicella zoster, Epstein Barr virus, mumps and measles.

      Liver Disease Products

      We developed and manufacture the Chugai Hyaluronic Acid ("Hyaluronic Acid"
or "HA") Test in a Microplate format in collaboration with Chugai.  This product
is currently  distributed through the Chugai distribution  network in Japan, and
through our United Kingdom subsidiary in the United Kingdom,  and is used in the
diagnosis and monitoring of certain liver diseases.

      Hyaluronic Acid is a component of the matrix of connective tissues,  found
in  synovial  fluid of the  joints  where it acts as a  lubricant  and for water
retention.  It is  produced  in the  synovial  membrane  and may  leak  into the
circulation  via the  lymphatic  system where it is quickly  removed by specific
receptors located in the liver. Increased serum levels of HA have been described
in patients with rheumatoid  arthritis due to increased production from synovial
inflammation,  and in patients with liver disease due to  interference  with the
removal  mechanism.  Patients  with  cirrhosis  will have the  highest  serum HA
levels, which correlate with the degree of liver involvement.

      Miscellaneous Products

      We market two additional  testing  products  manufactured  for us by other
companies.  These  products  are sold in the U.K.  through the Corgenix UK sales
force, and include tests for pregnancy and fecal occult blood.

      Technology

      Our ELISA  application  technology  was  developed to provide the clinical
laboratory with a more sensitive,  specific, and objective technology to measure
clinically  relevant  antibodies in patient serum samples.  High levels of these
antibodies   are  frequently   found  in  individuals   suffering  from  various
immunological diseases, and their serologic determination is useful not only for
specific  diagnosis but also for assessing  disease  activity and/or response to
treatment. To accomplish these objectives,  our current product line applies the
ELISA technology in a 96-Microplate  format as a delivery system. ELISA provides
a solid  surface  to  which  purified  antigens  are  attached,  allowing  their
interaction   with   specific    autoantibodies    during    incubation.    This
antigen-antibody  interaction  is  then  objectively  measured  by  reading  the
intensity of color generated by an  enzyme-conjugated  secondary  antibody and a
chemical substrate added to the system.

      Our  technology  overcomes  two basic  problems  seen in many other  ELISA
systems.  First,  the material coated onto the plate can be consistently  coated
without causing significant alteration of the molecular structure (which ensures
maintenance  of  immunologic  reactivity),  and the  stability  of these  coated
antigens on the surface can be maintained  (which  provides a product shelf life
acceptable for commercial purposes).  Our proprietary  immunoassay technology is
useful in the manufacture of ELISA test tests for the detection of many analytes
for the diagnosis and management of immunological diseases.

      Our technology  results in products  generally  demonstrating  performance
characteristics  that  exceed  those of  competitive  testing  procedures.  Many
testing laboratories  worldwide subscribe to external quality control systems or
programs  conducted by independent,  third-party  organizations.  These programs
typically  involve the  laboratory  receiving  unknown test samples on a routine
basis, performing certain diagnostic tests on the samples, and providing results
of their  testing to the third  party.  Reports  are then  provided by the third
party  that  tells the  testing  laboratory  how it  compares  to other  testing
laboratories  in  the  program.  Several  of  our  products  are  included  in a
third-party  survey  periodically  conducted by an unaffiliated  entity, and our
products routinely demonstrate the best performance and/or  reproducibility when
compared to other manufacturers included in such survey.



<PAGE>


      Our products typically require less hands-on time by laboratory  personnel
and provide an objective,  quantitative or  semi-quantitative  interpretation to
improve and  standardize the clinical  significance of results.  Our proprietary
technology will continue to be the mainstay for future diagnostic products. Most
of the products in development will incorporate our basic technology.

      Additional  technologies  may be required for some of the newly identified
tests,  particularly  for the POC  business.  We believe  that, in additional to
internal  expertise,  most  technology  and  delivery  system  requirements  are
available   through   joint  venture  or  licensing   arrangements   or  through
acquisition.

      Delivery Systems

      Most of our current  products employ the Microplate  delivery system using
ELISA  technology.  This format is universally  accepted in clinical  laboratory
testing and requires  routine  equipment  currently  available in most  clinical
labs.

      Sales and Marketing

      We  currently  market and sell our  products to the  traditional  clinical
laboratory  market,  both  hospital  based and free  standing  laboratories.  We
utilize a diverse  distribution  program for our products.  Our labeled products
are sold directly to testing  laboratories in the United States through contract
sales representatives.

      Internationally,   our  labeled  products  are  sold  through  established
diagnostic  companies  in  Argentina,  Australia,  Austria,  Belgium,  Botswana,
Brazil,  Canada,  Chile,  Denmark,  Egypt,  Finland,  France,  Germany,  Greece,
Guatemala,  Hong Kong, Hungary,  India,  Ireland,  Israel,  Italy, Japan, Korea,
Kuwait, Lebanon,  Malaysia, Mexico,  Mozambique,  Namibia, The Netherlands,  New
Zealand,  Norway,  Paraguay,  Peoples  Republic of China,  Peru,  Portugal,  San
Marino,  Saudi Arabia,  Singapore,  South Africa, South Korea, Spain, Sri Lanka,
Sweden,  Switzerland,  Syria,  Taiwan,  Thailand,  Turkey,  the United  Kingdom,
Uruguay,  the Vatican  State and  Zimbabwe.  Discussions  are underway  that are
expected to provide access to additional markets worldwide.  Our agreements with
international  distribution  partners are on terms that are generally terminable
by us if the distributor  fails to achieve  certain sales targets.  We have also
established  private labeled  product  agreements with several United States and
European  companies.  We have  international  distribution  headquarters  in the
United  Kingdom  and will  add  direct  commercialization  and  distribution  in
selected additional countries as appropriate.

      We have an active  marketing  and  promotion  program  for our  diagnostic
testing  products.  We publish  technical and marketing  promotional  materials,
which we distribute to current and potential customers. We attend major industry
trade  shows  and  conferences,  and our  scientific  staff  actively  publishes
articles and technical abstracts in peer review journals.

      Manufacturing

      Our  manufacturing  process  for our  products  utilizes a  semi-automated
production  line for the  manufacturing,  assembly  and  packaging  of our ELISA
Microplate  products.  Our current  production  capacity is 10,000 tests per day
with a single eight-hour shift.  Since 1990, we have successfully  produced over
12 million  tests in our  Westminster,  Colorado  facility,  and we expect  that
current  manufacturing  facilities will be sufficient to meet expected  customer
demand for the foreseeable future.



<PAGE>


      Our  manufacturing  operations  are fully  integrated  and  consist of raw
material  purification,  reagent and Microplate processing,  filling,  labeling,
packaging and distribution. We have considerable experience in manufacturing our
products using our proprietary technology. We expect increases in the demand for
our products and have prepared  plans to increase our  manufacturing  capability
while remaining in compliance with regulatory  requirements at acceptable  costs
to meet that increased demand, and are in the process of implementation. We also
maintain an ongoing investigation of scale-up opportunities for manufacturing to
meet future  requirements.  We anticipate that production  costs will decline as
more  products  are added to the product  menu in the future,  permitting  us to
achieve  greater  economies  of scale as higher  volumes are  attained.  We have
registered  our facility with the FDA and we operate in compliance  with the FDA
Quality System Regulations ("QSR") requirements for our products.

      In April 1999, we received ISO 9001: 1994  certification  from TUV Product
Service GmbH, a world leader in medical  device testing and  certification.  ISO
9001  represents  the  international  standard  for quality  management  systems
developed  by  the  International  Organization  for  Standardization  (ISO)  to
facilitate  global commerce.  To ensure  continued  compliance with the rigorous
standards of ISO 9001,  companies must undergo regularly  scheduled  assessments
and  re-certification  every  year.  The ISO  9001  initiative  is an  important
component in our commitment to maintain excellence. We received re-certification
in November 1999, and are scheduled for an annual re-certification inspection in
November 2000.

      Our manufacturing  process starts with the qualification of raw materials.
The microplates are then coated and bulk solutions prepared.  The components and
the microplates are checked for ability to meet  pre-established  specifications
by our  quality  control  department.  If  required,  adjustments  in  the  bulk
solutions are made to provide optimal  performance  and lot-to-lot  consistency.
The bulk  solutions  are then  dispensed  and packaged  into  planned  component
configurations.  The final packaging step in the manufacturing  process includes
kit  assembly,  where all materials  are packaged  into  finished  product.  The
finished  kit  undergoes  one  final  performance  test by our  quality  control
department.  Before product release for sale, our Quality  Assurance  department
must verify that all quality  control testing and  manufacturing  processes have
been completed, documented and have met all performance specifications.

      The majority of raw materials and purchased components used to manufacture
our  products  are  readily   available.   We  have   established  good  working
relationships  with primary  vendors,  particularly  those that supply unique or
critical  components for our products.  We mitigate the risk of a loss of supply
by  maintaining  a sufficient  supply of antibodies  and critical  components to
ensure an uninterrupted supply for at least three months. We have also qualified
second vendors for all critical raw materials and believe that we can substitute
a new  supplier  with  regard  to any of these  components  in a timely  manner.
However,  there can be no  assurances  that we will be able to  substitute a new
supplier in a timely manner,  and failure to do so could have a material adverse
effect on our business, financial condition and results of operations.

      A significant  percentage  of our product  revenues are derived from sales
outside of the United States.  International  regulatory  bodies often establish
varying  regulations   governing  product  standards,   packaging  and  labeling
requirements,   import   restrictions,   tariff  regulations,   duties  and  tax
requirements.  As a  result  of our  sales  in  Europe,  we  have  obtained  ISO
certification and expect to receive a "CE" mark certification,  an international
symbol of  quality  and  compliance  with  applicable  European  medical  device
directives for certain of our products once the European  directive for in vitro
diagnostic products has been finalized.

      Since 1990, we have entered into several contract manufacturing agreements
with other companies  whereby we manufacture  specific  products for the partner
company.  We expect to continue  investigating and evaluating  opportunities for
additional agreements.


      Chugai Strategic Relationship

      Chugai  Diagnostics  Science,  Co.  Ltd.  is a  wholly  owned
subsidiary  of  Chugai  Pharmaceutical  Co.,  Ltd.,  a Tokyo  based
pharmaceutical  company.  The  relationship  between  Corgenix  and
Chugai  was  established  in June  1993  with  the  execution  of a
letter of intent to  negotiate  and execute a series of  agreements
including a  Manufacturing  Memorandum,  Stock  Purchase  Agreement
and a Distribution  Agreement.  The  relationship is a multifaceted
strategic affiliation that can be summarized as follows:

      Equity Ownership. In 1993, Chugai Pharma purchased common stock of REAADS,
and at September 1, 2000, owned  approximately  5.3% of the Common Stock.  Under
the terms of the September 1, 1993 stock purchase agreement,  Chugai has certain
rights, including antidilution rights and rights to a board seat on the Corgenix
Board of Directors.



<PAGE>


      Distribution of Corgenix Products. In 1993, Corgenix and Chugai executed a
distribution agreement (the "Japanese Distribution  Agreement") whereby Corgenix
granted to Chugai certain distribution rights in Japan of Corgenix products. The
distribution  rights provide Chugai with  non-exclusive  rights for certain then
existing  Corgenix  products,  and  exclusive  rights  for all  future  Corgenix
products.  The initial term of the  Japanese  Distribution  Agreement  was for 7
years,  expiring August 26, 2000 with successive  one-year extension options. It
has been extended until August 26, 2001.

      Joint  Development  of Corgenix  Products.  In 1993,  Corgenix  and Chugai
executed a memorandum,  which  established a joint product  development  program
whereby  Corgenix,  in  collaboration  with  Chugai,  developed a unique  second
generation  immunodiagnostic  assay  for  the  measurement  of HA.  The  product
replaced  a  first  generation  HA  product  that  was  being  manufactured  and
distributed  in Japan by Chugai.  This product is used to measure HA in serum to
aid in the diagnosis of certain liver  diseases and the monitoring of rheumatoid
arthritis  patients.  In 1997,  Corgenix and Chugai executed a contract research
agreement whereby Corgenix and Chugai made certain technical improvements to the
HA product, and Chugai provided certain financial support.

      Manufacturing of Corgenix Products.  In 1994, Corgenix and Chugai executed
a manufacturing  agreement (the "HA Manufacturing  Agreement")  whereby Corgenix
has the  exclusive  right to  manufacture  the HA product for Chugai for sale in
Japan. Corgenix began the manufacture of the HA product in 1995 and sales of the
product were initiated in Japan by Chugai.  The HA  Manufacturing  Agreement has
been amended  several times,  and Corgenix now  manufactures  the HA product for
other distribution  outlets to be designated by Chugai. In 1997, sales of the HA
product began in the United Kingdom through  Corgenix's  sales and  distribution
channels.  In 1995,  Corgenix and Chugai executed a letter of agreement  whereby
Chugai agreed, under certain conditions,  to reimburse Corgenix for the purchase
of certain pieces of equipment required for HA manufacturing.

      HA  Product  Distribution.   In  1997,  Corgenix  and  Chugai  executed  a
distribution  agreement  (the  "UK  Agreement")  whereby  Corgenix  was  granted
exclusive  distribution  rights for the Chugai HA product in the United Kingdom.
The UK Agreement was initially for a two-year period which expired  November 17,
1999, with one-year extension rights. The UK Agreement was amended on January 3,
2000. The UK Agreement establishes certain minimum sales target requirements for
Corgenix,  and provides early cancellation rights to Chugai if Corgenix does not
meet  annual  sales  targets.   The  UK  Agreement  is  the  only  international
distribution right granted by Chugai.

      Other Strategic Relationships

      In addition to the Chugai strategic relationship,  an integral part of our
strategy  has  been  and will  continue  to be  entering  into  other  strategic
alliances as a means of accessing unique technologies or resources or developing
specific markets.  The primary aspects of our corporate partnering strategy with
Chugai and other strategic affiliations include:

      o    Companies   that   are   interested   in   co-developing
           diagnostic tests that use our technology;

      o    Companies with complementary technologies;

      o    Companies with complementary  products and novel disease
           markers; and/or

      o    Companies with access to  distribution  channels that  supplement our
           existing distribution channels.

      In furtherance of the foregoing strategies,  we have established strategic
relationships with the following companies in addition to Chugai:



<PAGE>


      Cambridge Life Sciences.  Cambridge,  a division of Byk Gulden and located
in Cambridge,  United  Kingdom,  is a leading  manufacturer  of  immunology  and
microbiology  diagnostic  tests.  In 1993,  we entered  into an  agreement  with
Cambridge  by which we  provide  to  Cambridge  certain  products  that are sold
worldwide  under the Cambridge  label.  These products are primarily sold in the
United  Kingdom,  and in the  remainder of Europe.  We also  distribute  several
products manufactured by Cambridge through our distribution network.

      Helena Laboratories Corporation.  Helena, a privately held company located
in  Beaumont,   Texas,   is  one  of  the  world  market   leaders  in  clinical
electrophoresis  instrumentation  and  technology.  In 1993,  we entered  into a
development  and  manufacturing  agreement  with  Helena  pursuant  to  which we
developed a series of vascular disease products for joint distribution. Three of
these  received FDA  clearance  in 1997 and one in 1999.  We  manufacture  these
products for  worldwide  distribution  through  both the Helena  network and our
network. Pursuant to the agreement,  Helena has the right to incorporate several
of our current  products and technology  (both those jointly  developed and also
other of our products)  into a proprietary  Helena  instrumentation  for sale to
hospitals and clinical laboratories.

      American Biochemical & Pharmaceutical Corporation. abp is a privately held
company located in Marlton,  New Jersey that sells a line of diagnostic products
in coagulation  and vascular  medicine.  In June 1998, we became a non-exclusive
distributor of abp's von  Willebrand  Factor  Activity in the United States.  We
distribute  this  product  under our label  through  our  distribution  network,
primarily in the United States.  This product  complements our expanding line of
vascular disease products. The initial term of the distribution arrangement with
abp  will  expire  in  June  2001  and it may be  renewed  at our  election  for
additional  successive  one-year terms. abp also sells this test under our label
through its  distribution  network.  Under the terms of a separate  distribution
agreement, abp will sell our von Willebrand Factor Antigen, Protein C, Protein S
and  Monoclonal  Free  Protein S products  worldwide  under the  Corgenix  label
through their distribution network.

      GTI, Inc. GTI is a privately held company located in Brookfield, Wisconsin
that  manufactures  ELISA  diagnostic  products.  In April  1998,  we  signed an
agreement  with GTI by which we  became  a  non-exclusive  distributor  of GTI's
Platelet  Factor 4 ELISA test kit in the United States.  The initial term of the
agreement was one year and has been renewed at our option.  This product is also
part of our vascular disease product strategy.

      We have established OEM agreements with several  international  diagnostic
companies.  Under these agreements,  we manufacture  selected products under the
partner's label for worldwide distribution.

      Research and Development

      We direct our research and development  efforts towards development of new
products on our proprietary  platform ELISA technology in the Microplate format,
as well as applying our technology to automated  laboratory  testing systems and
to a rapid test  format to address  operator  ease-of-use  and expand our market
opportunities.  In that regard,  we have organized our research and  development
effort into three major  areas:  (i) new product  development,  (ii)  technology
assessment, and (iii) technical and product support.



<PAGE>


      Our  technical  staff  evaluates  the  performance  of reagents  (prepared
internally or purchased  commercially),  creates working prototypes of potential
products,  performs internal studies,  participates in clinical trials, produces
pilot lots of new products, produces a validated method that can be consistently
manufactured,  creates  documentation  required for manufacturing and testing of
new products, and works closely with our quality assurance department to satisfy
regulatory  requirements and support regulatory clearance.  They are responsible
for assessing the  performance of new  technologies  along with  determining the
technical  feasibility of market  introduction,  and  investigating the patent /
license issues associated with new technologies.

      Our technical staff is responsible for supporting  current products on the
market through scientific investigation, and are responsible for design transfer
to manufacturing of all new products developed.  They assess the performance and
validate all externally-sourced products.

      The technical  staff includes  individuals  skilled in  immunology,  assay
development, protein biochemistry,  biochemistry and basic sciences. We maintain
facilities  to support  our  development  efforts at the  Westminster,  Colorado
headquarters.  This group  includes  individuals  skilled in  immunology,  assay
development,  protein  biochemistry,  biochemistry  and  basic  sciences.  Group
leaders are also skilled in planning and project  management under  FDA-mandated
design control. See "-- Regulation."

      Products and Technology in Development

      We  intend  to expand  our  product  menu  through  internal  development,
development  in  collaboration   with  strategic  partners  and  acquisition  or
licensing  of new  products  and  technologies.  We are  currently  working with
partners to develop  additional  tests to supplement the existing product lines.
The  following  summarizes  our  current  product  and  technology   development
programs:



<PAGE>


      Antiphospholipid Antibody Testing Products

      We are one of the market leaders in development of innovative tests in the
antiphospholipid market, and expect to continue developing products in this area
to ensure our ongoing strong market position.  In the fiscal year ended June 30,
1999, we developed three new  antiphospholipid  products which are more specific
for  thrombosis and the  antiphospholipid  syndrome when  incorporated  with the
conventional  aCL and aPS tests,  and are  configured for sale to hospital based
and free-standing  independent  laboratories.  Filing of the 510(k) applications
for the new tests was completed and one of the products, anti-phosphatidylserine
IgA, was cleared by the FDA in April 2000. Two additional  products in this area
are still in the application process and clearance by the FDA is expected in the
fiscal year ending June 30, 2001. An additional product in this area is in final
stages of  development,  and we expect  to file an  application  with the FDA in
2000-2001. See "-- Regulation."

      Automated Laboratory Testing Systems

      We believe that the  application of our  proprietary  ELISA  technology to
automated  laboratory testing systems will significantly expand the hospital and
specialized  laboratory market  opportunity  through OEM partnerships and direct
sales to high volume  testing  laboratories.  We have several  such  development
programs pending with strategic partners.

      Rapid Test Delivery System

      We believe that  development  of a rapid test  delivery  technology  could
significantly  expand our market  opportunity.  This technology  would allow the
introduction  of next  generation  products,  which will require a substantially
shorter period to develop, test and submit for regulatory approval. We expect to
add several  diagnostic  products  manufactured for us by other companies to the
product offerings of health-outfitters.com,  and are investigating opportunities
to develop  this  technology  internally.  If  adopted,  products  targeted  for
development and internal  manufacturing include pregnancy,  diagnosis of certain
infectious diseases, and tests to measure cardiac markers.
<PAGE>
      Competition


      Competition in the human medical diagnostics industry is significant.  Our
competitors range from development stage diagnostics companies to major domestic
and  international  pharmaceutical  companies.  Many  of  these  companies  have
financial,  technical,  marketing, sales, manufacturing,  distribution and other
resources significantly greater than we do. In addition, many of these companies
have name  recognition,  established  positions in the market and long  standing
relationships  with  customers  and  distributors.   The  diagnostics   industry
continues to  experience  significant  consolidation  in which many of the large
domestic and international  healthcare  companies have been acquiring  mid-sized
diagnostics  companies,  further  increasing  the  concentration  of  resources.
However,  competition  in  diagnostic  medicine  is highly  fragmented,  with no
company holding a dominant  position in autoimmune or vascular  diseases.  There
can be no assurance that new, superior  technologies will not be introduced that
could be directly competitive with or superior to our technologies.

      Our  competitors  include Inova  Diagnostics,  Inc.,  DIASORIN,  Pharmacia
Upjohn, Diagnostica Stago, American Bioproducts, Helena Laboratories Corporation
(an  existing  licensee  of  Corgenix   technology),   Organon  Teknika,   Helix
Diagnostics,  Hemagen Diagnostics,  Sigma Diagnostics and Diamedix  Corporation.
Some of these  companies are larger than we are and have  substantial  resources
and market presence.  We compete against these companies on the basis of product
performance and customer service.

      Patents, Trade Secrets and Trademarks

      We have built a strong patent and  intellectual  property  position around
our  proprietary  application  of ELISA  technology.  We hold five United States
patents  that expire  beginning  in 2004 and ending in 2010.  We have no pending
patent applications.  The Hyaluronic Acid product is protected by U.S., Japanese
and European  patents held by Chugai.  As part of the agreement with Chugai,  we
have a license to use the Chugai patents to manufacture this product.

      Patent  applications  in the United States are maintained in secrecy until
patents issue. There can be no assurance that our patents,  and any patents that
may be issued to us in the future,  will afford protection  against  competitors
with similar  technology.  In addition,  no assurances can be given that patents
issued to us will not be  infringed  upon or  designed  around by others or that
others will not obtain  patents that we would need to license or design  around.
If the courts uphold  existing or future  patents  containing  broad claims over
technology  used by us, the holders of such patents  could  require us to obtain
licenses to use such technology.  See "Part II. Item 6. Management's  Discussion
and Analysis --  Forward-Looking  Statements  and Risk Factors -- Uncertainty of
Protection of Patents, Trade Secrets and Trademarks."

      We  have  registered  our  trademark  "REAADS"  on the  principal  federal
trademark  register and with the trademark  registries in many  countries of the
world.  This  trademark is eligible for renewal in 2006 and will expire in 2007.
An allowance for the trademark "Corgenix" was received September 2000.

      Were  appropriate,  we intend to obtain patent protection for our products
and  processes.  We also rely on trade secrets and  proprietary  know-how in our
manufacturing  processes.  We require  each of our  employees,  consultants  and
advisors to execute a  confidentiality  agreement upon the  commencement  of any
employment, consulting or advisory relationship with us. Each agreement provides
that all  confidential  information  developed  or made known to the  individual
during  the  course of the  relationship  will be kept  confidential  and not be
disclosed to third  parties  except in specified  circumstances.  In the case of
employees,  the  agreements  provide  that  all  inventions  conceived  of by an
employee shall be the exclusive property of the Company.

      The majority of our product sales,  approximately 70%, for the fiscal year
end June 30, 2000, where products which utilized our proprietary technology.

      Regulation

      The  testing,  manufacturing  and  sale of our  products  are  subject  to
regulation by numerous governmental authorities, principally the FDA and foreign
regulatory  agencies.  The FDA  regulates  the  clinical  testing,  manufacture,
labeling,   distribution  and  promotion  of  medical  devices,  which  includes
diagnostic  products.  We are restricted  from  marketing or selling  diagnostic
products in the United  States  until  clearance  is  received  from the FDA. In
addition,  various  foreign  countries  in which our products are or may be sold
impose  local   regulatory   requirements.   The   preparation   and  filing  of
documentation for FDA and foreign regulatory review can be a lengthy,  expensive
and uncertain process.



<PAGE>


      In the United States,  medical  devices are classified by the FDA into one
of  three  classes  (Class  I, II or III) on the  basis of the  controls  deemed
necessary by the FDA to ensure their  safety and  effectiveness  in a reasonable
manner.  Class I devices  are  subject  to  general  controls  (e.g.,  labeling,
premarket notification and adherence to QSR requirements).  Class II devices are
subject  to  general  and  special   controls  (e.g.,   performance   standards,
post-market  surveillance,  patient  registries and FDA guidelines).  Generally,
Class III devices are those that must receive  premarket  approval by the FDA to
ensure their safety and effectiveness  (e.g.,  life-sustaining,  life-supporting
and  implantable  devices  or  new  devices  that  have  been  found  not  to be
substantially  equivalent  to  legally  marketed  devices).  All of our  current
products and products under  development are or are expected to be classified as
Class I or Class II devices.

      Before a new device can be  introduced  in the market,  we must obtain FDA
clearance  or  approval   through  either   clearance  of  a  510(k)   premarket
notification or approval of a product  marketing  approval ("PMA")  application,
which is a more extensive and costly application.  All of our products have been
cleared using a 510(k) application,  and we expect that most, if not all, future
products will also qualify for clearance using a 510(k) application.

      It  generally  takes  up to 90  days  from  submission  to  obtain  510(k)
premarket  clearance but may take longer.  The FDA may determine that a proposed
device is not  substantially  equivalent  to a legally  marketed  device or that
additional information is needed before a substantial equivalence  determination
can be made. A "not substantially  equivalent"  determination,  or a request for
additional  information,  could prevent or delay the market  introduction of new
products that fall into this category.  For any devices that are cleared through
the 510(k)  process,  modifications  or  enhancements  that could  significantly
affect safety or effectiveness, or constitute a major change in the intended use
of the device,  will require new 510(k)  submissions.  There can be no assurance
that we will be able to obtain necessary  regulatory approvals or clearances for
our products on a timely  basis,  if at all, and delays in receipt of or failure
to  receive  such  approvals  or  clearances,  the loss of  previously  received
approvals or  clearances,  limitations on intended use imposed as a condition of
such  approvals  or  clearances,  or failure to comply  with  existing or future
regulatory  requirements  could have a material  adverse effect on our business,
financial   condition  and  results  of  operations.   See  "Part  II.  Item  6.
Management's  Discussion  and Analysis --  Forward-Looking  Statements  and Risk
Factors -- Governmental Regulation of Diagnostic Products."

      Our customers using diagnostic  tests for clinical  purposes in the United
States are also regulated under the Clinical Laboratory  Information Act of 1988
(the "CLIA").  The CLIA is intended to ensure the quality and reliability of all
medical  testing in  laboratories  in the United  States by  requiring  that any
health care facility in which testing is performed meets specified  standards in
the  areas  of  personnel   qualification,   administration,   participation  in
proficiency testing, patient test management, quality control, quality assurance
and inspections.  The regulations  have  established  three levels of regulatory
control based on test  complexity:  "waived,"  "moderately  complex" and "highly
complex." Our current ELISA tests are categorized as "moderately  complex" tests
for  clinical  use in  the  United  States.  Under  the  CLIA  regulations,  all
laboratories  performing high or moderately complex tests are required to obtain
either a registration  certificate or certification  of  accreditation  from the
United States Health Care  Financing  Administration  ("HCFA").  There can be no
assurance that the CLIA regulations and future administrative interpretations of
CLIA will not have an  adverse  impact on the  potential  market  for our future
products.

      We are subject to numerous federal,  state and local laws relating to such
matters  as safe  working  conditions,  manufacturing  practices,  environmental
protection,  fire  hazard  control  and  disposal of  hazardous  or  potentially
hazardous  substances.  There  can  be no  assurance  that  we  will  not  incur
significant costs to comply with laws and regulations in the future or that such
laws or regulations  will not have a material  adverse effect upon our business,
financial condition and results of operations.
<PAGE>
      Reimbursement

      Currently  our  largest  market  segment  is the  hospital  based and free
standing independent laboratory market in the United States. Payment for testing
in this  segment  is  largely  based on third  party  payor  reimbursement.  The
laboratory  that  performs  the test will  submit an  invoice  to the  patient's
insurance provider (or the patient if not covered by a program). Each diagnostic
procedure (and in some instances,  specific  technologies) is assigned a current
procedural  terminology ("CPT") code by the American Medical  Association.  Each
CPT code is then assigned a reimbursement  level by HCFA.  Third party insurance
payors  typically  establish a specific fee to be paid for each code  submitted.
Third party payor reimbursement policies are generally determined with reference
to the reimbursement for CPT codes for Medicare  patients,  which themselves are
determined on a national basis by HCFA.


The Consumer Healthcare Business

      Introduction

      health-outfitters.com,  Inc.  is an  Internet-based  consumer
healthcare  business  projected  to be  launched in the fiscal year
ending June 30,  2001.  The website,  www.healthoutfitters.com,  is
expected to be a consumer-focused interactive site including:

|X|   an  extensive  and  expanding   line  of   healthcare-related
        products  available for  convenient  purchase and delivery;
        and

|X|     links to a vast array of healthcare  information such as acute ailments,
        chronic illnesses,  nutrition,  fitness and wellness, medical databases,
        publications and medical or health related news.

      The  website  will be designed  to provide  easy access to health  related
information for the customer. Our mission is to establish  health-outfitters.com
as a premier source of consumer healthcare product and information needs via the
Internet  (the global  computer  network).  The site will be designed to promote
independent  healthy  living - featuring  medical and health  information,  home
diagnostics and nutritional  supplements,  fitness enhancing products,  mobility
aids, home accessories and convenience  products to empower  individuals to lead
more  productive  lives.  By providing all of these  components in one extensive
site, we expect health-outfitters.com to be the consumer's best choice to supply
all their healthcare needs.

      We  intend to  develop a high  degree  of brand  recognition,  drive  high
volumes of traffic  to  www.healthoutfitters.com,  and  acquire  and  distribute
relevant  health  information.  We expect to expand the network by  establishing
relationships with companies and organizations providing healthcare products and
services,  as well as those  which have the ability to direct  large  numbers of
users to www.healthoutfitters.com.  We expect to create a trusted brand on which
consumers will rely for their healthcare needs.

      Industry Overview

      Healthcare is the largest  segment of the U.S.  economy,  representing  an
annual  expenditure  exceeding $1.0 trillion.  Industry  analysts expect that an
increasing percentage of health-related expenditures will be made on-line as the
e-commerce  activity  in this  segment of the  economy  increases.  Accordingly,
companies such as health-outfitters.com that establish a clear brand identity as
a  trusted  source  of  on-line  consumer  healthcare  products,   services  and
information could have a significant  opportunity to capitalize on these revenue
sources.

      The Internet has become an important  alternative to traditional marketing
and sales  channels.  Advertisers can target very specific  demographic  groups;
on-line  merchants  can reach a vast  audience,  operating  with lower costs and
greater economy of scale.  Consumers gain greater  selections,  lower prices and
heightened convenience,  compared to conventional retailing. We believe that all
participants in the healthcare  industry will benefit from the Internet  because
of its unique  attributes as an open,  low-cost and flexible  technology for the
execution of electronic transactions and exchange of information.

      Strategy

      The  business  strategy  of  health-outfitters.com  will  incorporate  the
following key elements:

|X|     establish and aggressively promote the  health-outfitters.com
        brand;

|X|     build  the  www.healthoutfitters.com   site  and  attract  an
        increasingly  large audience of consumers by using targeted
        advertising;

|X|     offer the most  extensive  line of unique  healthcare  related  products
        available on the  Internet,  with the products  coming from high quality
        vendors;

|X|     build an efficient and responsive  customer  service,  order fulfillment
        and  distribution  function to support  sales growth while  generating a
        high degree of user loyalty;

|X|     maintain   competitive   pricing   via  direct   shipping  to
        customers by suppliers  while  maximizing  gross margin and
        earnings;

|X|     provide an attractive and informative  website to deliver advertising in
        a highly  targeted  manner and draw a large  number of  advertisers  who
        desire to reach the selected users; and

|X|     implement a profitable e-commerce business model.

      We intend to continually  develop  additional  distribution  relationships
with retailers,  manufacturers and other providers to offer healthcare  products
and  services.  We expect to partner  with our  vendors  for shared  advertising
dollars.   Vendors  will  feature  their   products,   and  wherever   possible,
health-outfitters.com  will be listed as the premier  Internet source from which
to purchase their products.  We will feature regular  specials on products,  and
www.healthoutfitters.com  will provide information on specific healthcare topics
relevant to the products.

      Products

      We  intend  to make the  following  types of  products  available  through
health-outfitters.com:  Home  Diagnostics  (pregnancy  and  fertility,  drugs of
abuse,  infectious  diseases);  Nutritionals and  Nutraceuticals  (health foods,
vitamin supplements,  herbal medicines);  Home Medical Products including, Wound
Care (first aid tests, pressure relief,  dressings);  Aids to Daily Living (bath
safety,   dressing  aids,   eating   accessories);   Durable  Medical  Equipment
(wheelchairs,  seating and positioning systems, rehabilitation products); Sports
& Fitness  Products  (sports  medicine and fitness  equipment);  and  Veterinary
Accessories (diagnostics and pet accessories).

      Competition

      Although there are other websites that sell selected healthcare  products,
most are  limited to a single  market  area and do not  combine  the  variety of
products  expected  to  be  offered  by   health-outfitters.com.   Many  of  the
manufacturers  themselves  also have  websites  that  advertise and sell product
directly   to   consumers.    The   advantage   over   these   sites   is   that
health-outfitters.com  is expected to offer a vast selection of unique products,
giving  the  customer  the  advantage  of  choosing   products  from   different
manufacturers  and  the  ability  to  bundle  into a  single  purchase.  This is
convenient  not only because of time  restraints  and billing ease,  but also it
allows for comparison  shopping and gives the customer more buying power through
volume discounts.

      Customer Experience

      Establishing,  retaining, and increasing a satisfied customer base demands
a superior customer experience.  Today's on-line shopper is looking for the most
convenient  means of  acquiring  the goods  and  services  needed to suit  their
personal  needs.  The site must provide ease of use,  accessibility  and overall
value to exceed a variety of  consumers'  expectations.  We intend to  implement
several features to ensure this process.

      We plan to design the site with  speed and  convenience  as top  priority,
providing  quick,  intuitive and easy  navigation.  We intend to provide obvious
starting  points and clear paths to all  segments of the site will be  provided,
allowing the first time visitor the ability to easily browse or the  experienced
shopper  the  option of  proceeding  directly  to product  categories  for quick
purchases.   We  plan  to  offer  health  and  medical  information  along  with
recommendations of the best choices of products to fulfill the customer's needs.


      Employees

      As of September  20, 2000,  we employed 34  employees,  32 full time and 2
part-time.  Of these,  6 hold advanced  scientific or medical  degrees.  None of
Corgenix's employees is covered by a collective bargaining agreement. We believe
that the Company maintains good relations with our employees.


Item 2.  Description of Property.

      We  currently  lease  approximately  12,000  square  feet of  space in one
building in Westminster, Colorado, which is used for our administrative offices,
research and  development  facilities and  manufacturing  operations.  The lease
expires May 30, 2001 with renewal  options.  We also lease  approximately  1,400
square feet of office  space in  Peterborough,  Cambridgeshire,  United  Kingdom
under a lease  that  expires  September  25,  2001.  We  believe  that  suitable
additional or  alternative  space will be available on  commercially  reasonable
terms as needed,  but that our existing  facilities  will be sufficient  for our
operational purposes through the end of the leases.

Item 3.  Legal Proceedings

      We are not a party to any material litigation or legal proceedings.


                                    GLOSSARY

      antibody -- a protein  produced by the body in response to contact with an
antigen,  and having the  specific  capacity  of  neutralizing,  hence  creating
immunity to, the antigen.

      anti-cardiolipin  antibodies (aCL) -- a class of antiphospholipid antibody
which reacts with a  negatively-charged  phospholipid  called  cardiolipin  or a
phospholipid-cofactor  complex;  frequently found in patients with SLE and other
autoimmune  diseases;  also  reported to be  significantly  associated  with the
presence of both arterial and venous thrombosis, thrombocytopenia, and recurrent
fetal loss.

      antigen -- an enzyme, toxin, or other substance, usually of high molecular
weight, to which the body reacts by producing antibodies.

      anti-phosphatidylserine  antibodies  (aPS) -- a class of  antiphospholipid
antibody which reacts to phosphatidylserine; similar to aCL; believed to be more
specific for thrombosis.

      antiphospholipid antibodies -- a family of autoantibodies with specificity
against negatively charged  phospholipids,  that are frequently  associated with
recurrent venous or arterial thrombosis,  thrombocytopenia, or spontaneous fetal
abortion in individuals with SLE or other autoimmune disease.

      antiphospholipid  syndrome -- a clinical condition characterized by venous
or arterial  thrombosis,  thrombocytopenia,  or spontaneous  fetal abortion,  in
association  with elevated levels of  antiphospholipid  antibodies  and/or lupus
anticoagulant.

      assay-- a laboratory test; to examine or subject to analysis.

      autoantibody -- an antibody with specific  reactivity  against a component
substance of the body in which it is produced; a disease marker.

      autoimmune  diseases -- a group of diseases resulting from reaction of the
immune system against self components.

      beta 2  glycoprotein  I ((beta)2GPI)  -- a serum protein  (cofactor)  that
participates in the binding of antiphospholipid antibodies.

      coagulation-- the process by which blood clots.

      cofactor  --  a  serum  protein  that   participates  in  the  binding  of
antiphospholipid antibodies, for example (beta)2GPI.

      delivery  format -- the  configuration  of the product.  Current  Corgenix
products utilize a 96-well microplate system for its delivery format.

      hemostasis  --  mechanisms in the body to maintain the normal liquid state
of blood; a balance between clotting and bleeding.



<PAGE>


      hyaluronic acid (HA) -- a  polysaccharide  found in synovial fluid,  serum
and other body  fluids and  tissues,  elevated  in certain  rheumatological  and
hepatic (liver) disorders.

      HDL cholesterol -- high density lipoprotein associated with cholesterol.

      immunoassay  -- a technique for analyzing and measuring the  concentration
of disease markers using antibodies; for example, ELISA.

      immunoglobulin  -- a  globulin  protein  that  participates  in the immune
reaction as the antibody for a specific antigen.

      immunology  -- the  branch  of  medicine  dealing  with (a)  antigens  and
antibodies,   esp.  immunity  to  disease,  and  (b)  hypersensitive  biological
reactions (such as allergies), the rejection of foreign tissues, etc.

      in vitro -- isolated from the living organism and artificially maintained,
as in a test tube.

      in vivo-- occurring within the living organism.

      lipids -- a group of organic  compounds  consisting  of the fats and other
substances of similar properties.

      platelets  -- small  cells in the blood  which  play an  integral  role in
coagulation (blood clotting).

      platform  technology -- the basic  technology in use for a majority of the
Company's products,  in essence the "platform" for new products.  In the case of
Corgenix, the platform technology is ELISA (enzyme linked immunosorbent assay).

      phospholipids  -- a group of fatty  compounds  found in  animal  and plant
cells which are complex  triglyceride  esters containing long chain fatty acids,
phosphoric acid and nitrogenous bases.

      protein C -- normal blood  protein that  regulates  hemostasis;  decreased
levels lead to thrombosis.

      protein S -- normal blood  protein that  regulates  hemostasis;  decreased
levels lead to thrombosis.

      rheumatic  diseases -- a group of diseases of the  connective  tissue,  of
uncertain cause and including  rheumatoid arthritis (RA), rheumatic fever, etc.,
usually  characterized by  inflammation,  pain and swelling of the joints and/or
muscles.

      serum -- the clear yellowish fluid which separates from a blood clot after
coagulation and centrifugation.

      systemic lupus erythematosus (SLE) -- a usually chronic disease of unknown
cause,  characterized  by red,  scaly  patches  on the skin that tend to produce
scars, frequently affecting connective tissue and involving the kidneys, spleen,
etc.

      thrombin -- the enzyme of the blood, formed from prothrombin,  that causes
clotting by converting fibrinogen to fibrin.

      thrombocytopenia  -- a  condition  in which there is an  abnormally  small
number of platelets in the circulating blood.



<PAGE>


      thromboembolism -- the  obstruction  or  occlusion of a blood
vessel by a thrombus.

      thrombosis -- coagulation of the blood within a blood vessel of any organ,
forming a blood clot.

      tumor markers --- serum proteins or molecules found in high concentrations
in patients with selected cancers.

      vascular-- of or pertaining to blood vessels.

      von  Willebrand's  Factor  (vWF) -- normal blood  protein  that  regulates
hemostasis;  decreased levels lead to abnormal bleeding and increased levels may
produce thrombosis.




<PAGE>





                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.

      The Common Stock is currently  traded on the OTC Bulletin  Board (R) under
the symbol "COGX".  From February 27, 1998 until the Merger on May 22, 1998, the
Common Stock was quoted on the OTC Bulletin  Board (R) under the symbol  "GRWT."
On  September  19,  2000,  the last bid  price  of the  Common  Stock on the OTC
Bulletin Board (R) as reported by the OTC Bulletin Board (R) was $0.22.

      The following table sets forth,  for the periods  indicated,  the high and
low bid prices of the Common  Stock as reported on the OTC  Bulletin  Board (R).
The following quotations reflect  inter-dealer  prices,  without retail mark-up,
mark-down or commissions, and may not represent actual transactions.


      Year Ended June 30, 1999                      High      Low

           First Quarter                            $0.28     $0.16
           Second Quarter                           $0.70     $0.19
           Third Quarter                            $0.59     $0.38
           Fourth Quarter                           $0.41     $0.18

      Year Ended June 30, 2000

           First Quarter                            $0.28     $0.13
           Second Quarter                           $0.25     $0.09
           Third Quarter                            $0.72     $0.19
           Fourth Quarter                           $0.50     $0.22

      On September 19, 2000, there were  approximately  138 holders of record of
the Common Stock.

      To date, we have not paid any dividends on our Common Stock, and the Board
of Directors of the Company does not currently  intend to declare cash dividends
on the Common Stock.  We instead intend to retain  earnings,  if any, to support
the growth of the Company's business.  Any future cash dividends would depend on
future earnings,  capital requirements and the Company's financial condition and
other factors deemed relevant by the Board of Directors.  We are restricted from
paying  dividends on the Common  Stock under the terms of a  promissory  note in
favor of Vectra Bank ("Vectra") without the consent of Vectra.

      Stock Issuance

      In October 1999, we issued in two  transactions  a total of 399,195 shares
of Common Stock at an average price of $0.245 per share to Transglobal Financial
Corporation and Transition Partners, Ltd. This issuance was made in satisfaction
of  payables  of  $97,940.36  to the two  firms  for past  financial  consulting
services  to the  Company.  These  sales were made to  accredited  investors  in
reliance  upon an exemption  from  registration  provided by Section 4(2) of the
Securities Act of 1933, as amended.

      On October 21, 1999,  we issued 20,000 shares of common stock to Mr. Brian
E. Johnson,  a director of the Company,  in  compensation of his services to the
Company.



      Issuance of Warrants


      On June 1, 2000,  we issued  warrants to purchase  29,347 shares of common
stock of Corgenix to Taryn G.  Reynolds,  a Vice  President of the Company.  The
warrants  were issued to Mr.  Reynolds  in  connection  with a $16,000  loan Mr.
Reynolds made to the Company on February 5, 1999.  The warrants are  exercisable
anytime prior to June 1, 2008, at an exercise price of $0.13673 per share.  This
sale was made to an  accredited  investor in  reliance  upon an  exemption  from
registration provided by Section 4(2) of the Securities Act of 1933, as amended.



Item  6.   Management's   Discussion   and   Analysis  or  Plan  of
Operation.

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

      General

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

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

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

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

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

      Results of Operations

      Years Ended June 30, 2000 and 1999

      Net Sales. Net sales for the year ended June 30, 2000 were  $3,545,000,  a
34.1% increase from $2,643,000 in 1999. A component of net sales, product sales,
increased  36.6% to $3,525,000 in 2000 from  $2,580,000 in 1999 due to continued
expansion of our worldwide  distribution network and the revenue contribution of
new  products  launched  in  1998  and  1999.  Product  sales  increased  in all
divisions.  Sales in the US increased 21.7%; sales to international distributors
increased 92.0%; and sales to OEM partners  increased 17.7%. Sales of Hyaluronic
Acid to Chugai for  distribution  in Japan  increased  44.6% to $600,000 in 2000
from $415,000 in 1999. We expect that sales to Chugai in 2001 will be similar to
products sold in 2000. Sales of products  manufactured for us by other companies
while still  relatively  small are expected to increase  significantly  in 2001.
Sales of products by health-outfitters.com were not significant in 2000.

      Cost of sales.  Cost of sales  increased  39.9% to $1,473,000 in 2000 from
$1,053,000  in 1999,  due to the  increase  in net  sales  and the  product  mix
including  an  increase  in  sales  of  products  manufactured  for us by  other
companies  which typically have lower gross margins.  Gross profit  decreased to
58.4% in 2000 from 60.1% in 1999.

      Research and  development.  Research and  development  expenses  decreased
14.3% to  $348,000  in 2000 from  $406,000 in 1999 due to a credit of $43,000 in
previously  realized  expenses  for  outside  clinical  trials  which  have been
determined to be no longer necessary and which have been cancelled.  Without the
$43,000 credit,  research and development  expenses would have decreased 3.7% to
$391,000 in 2000 from $406,000 in 1999.

      Selling and marketing.  Selling and marketing  expenses decreased 15.0% to
$674,000  in 2000 from  $793,000  in 1999 due to  capitalization  of  $94,000 in
expenses  allocated to the  development  of  health-outfitters.com.  Without the
allocation, selling and marketing expenses would have decreased 3.2% to $765,000
in 2000.

      General and administrative.  General and administrative expenses decreased
33.02 to $701,000 in 2000 from  $1,046,000  in 1999,  due to  capitalization  of
$80,000  of  development  expenses  allocated  to  health-outfitters.com,  and a
continued  reduction in legal,  accounting and other costs relating to financing
activities and the costs of transforming into a public company which occurred in
1998  and   continued   into  1999.   Without  the   expenses   allocation   and
capitalization,  general and administrative  expenses would have decreased 25.3%
to $781,000 in 2000.

      Interest  expenses.  Interest  expense  increased 2.0% to $149,000 in 2000
from $146,000 in 1999.

      Liquidity and Capital Resources

      Historically,  we have financed our operations  primarily through sales of
common and preferred stock,  raising net proceeds of approximately  $2.7 million
from sales of these  securities  prior to 1998.  In 1998,  we raised  $1,000,000
before offering expenses through a Rule 504 offering related to the Merger,  and
an additional $100,000 in a private offering in 1999.

      We have also received  financing for  operations  from sales of diagnostic
products and agreements with strategic  partners.  At June 30, 2000 and June 30,
1999, we had invested  $633,232 and $159,535  respectively,  (net of accumulated
depreciation) in leasehold  improvements,  laboratory and computer equipment and
office  furnishings and equipment to support our development and  administrative
activities.  In 2000,  our accounts  payable  increased  12.02% to $894,000 from
$798,000 in 1999, and our accounts  receivable  increased 18.4% to $611,000 from
$516,000 in 1999 because of the general growth of the business.

      Our principal sources of liquidity are short and long term debt financing,
of which $949,295  remained  outstanding as of June 30, 2000. We believe that we
will need to continue  investigating  new debt agreements and/or sell additional
equity  securities in fiscal year 2001 to achieve  appropriate  liquidity and to
pursue  our  health-outfitters.com  strategic  objectives.  We are  aggressively
pursing several financing alternatives.

      Forward-Looking Statements and Risk Factors

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

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

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

      We have incurred  operating  losses and negative cash flow from operations
for most of our history.  Losses  incurred since our inception  have  aggregated
over $4,033,000,  and there can be no assurance that we will be able to generate
positive  cash  flows to fund our  operations  in the  future or to  pursue  our
strategic  objectives.  Assuming  no  significant  uses of  cash in  acquisition
activities or other significant changes, we believe that we will have sufficient
cash to satisfy our funding needs for at least the next year. If we are not able
to operate  profitably and generate  positive cash flows sufficient for both the
Professional Products and health-outfitters.com, we may need to raise additional
capital to fund our continuing  operations.  If we need additional  financing to
meet our requirements,  there can be no assurance that we will be able to obtain
such  financing  on terms  satisfactory  to us,  if at all.  Alternatively,  any
additional equity financing may be dilutive to existing  stockholders,  and debt
financing,  if available,  may include restrictive covenants.  If adequate funds
are not  available,  we might be required to limit our research and  development
activities,  our selling and  marketing  activities  or our plans to develop the
Consumer Products Business, any of which could have a material adverse effect on
the future of the our business.

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

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

      No  Assurance  of   Successful  or  Timely   Development   of
Additional Products

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



<PAGE>


      Competition in the Diagnostics Industry

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

      Competition in the E-commerce Industry

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


      Governmental Regulation of Diagnostics Products

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

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

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

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

      Governmental Regulation of Manufacturing and Other Activities

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

      Regulation Related to Foreign Markets

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

      Uncertain  Availability  of  Third  Party  Reimbursement  for
      Diagnostic Products

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

      Uncertainty  of  Protection  of  Patents,  Trade  Secrets and
      Trademarks

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


      Risks Regarding Potential Future Acquisitions

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

      Dependence on Suppliers

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

      Limited Manufacturing Experience with Certain Products

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

      Seasonality of Products;  Quarterly  Fluctuations  in Results
      of Operations

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

      Dependence on Key Personnel

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

      Product Liability Exposure and Limited Insurance

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


Risks Related to the Consumer Products Business

      New Business Strategy

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

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

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

Other Risks

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

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

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

      Risks Associated with Exchange Rates

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


Item 7.  Financial Statements.

      The  financial   statements  listed  in  the  accompanying  index  to  the
consolidated  financial  statements  are filed as part of this Annual  Report on
Form 10-KSB.

Item  8.  Changes  In  and   Disagreements   With   Accountants  on
Accounting and Financial
           Disclosure.

      None.

                                    PART III

Item  9.  Directors,  Executive  Officers,  Promoters  and  Control
Persons; Compliance With Section 16(a) of the
           Exchange Act.

      There is hereby  incorporated by reference the information to appear under
the caption  "Election of Directors" in our proxy  statement for our 2000 Annual
Meeting of  Shareholders,  which will be filed with the  Securities and Exchange
Commission within 120 days after June 30, 2000.

Item 10.  Executive Compensation.

      There is hereby  incorporated by reference the information to appear under
the caption  "Compensation  of Directors  and  Executive  Officers" in our proxy
statement for our 2000 Annual Meeting of Shareholders,  which will be filed with
the Securities and Exchange Commission within 120 days after June 30, 2000.

Item 11.  Security  Ownership  of  Certain  Beneficial  Owners  and
Management.

      There is hereby  incorporated by reference the information to appear under
the caption  "Principal  Shareholders of the Company" in our proxy statement for
our 2000 Annual Meeting of Shareholders, which will be filed with the Securities
and Exchange Commission within 120 days of June 30, 2000.

Item 12.  Certain Relationships and Related Transactions.

      We have the  following  relationships  with  certain of our  stockholders,
directors and affiliates.



<PAGE>


      TGF Consulting Agreement

      We  were  party  to  a  Consulting  Agreement  dated  May  22,  1998  with
Transglobal  Financial Corporation ("TGF"). The Consulting Agreement was entered
into in connection  with closing of the Merger.  The  president and  controlling
shareholder  of TGF is Mike M.  Mustafoglu,  who  served  as a  director  of the
Company from May 22, 1998 to November 10, 1998.  The  Consulting  Agreement  was
cancelled on September  21, 1999 as part of a settlement  agreement  between the
Company and Transglobal Financial Corporation.

      AR Medical Consulting Agreement

      We entered into a consulting  agreement  (the "AR  Consulting  Agreement")
with AR Medical  Supply,  Inc.  ("AR  Medical") on January 18, 2000,  whereby AR
Medical will provide certain  consulting and advisory services at an hourly rate
regarding home medical equipment to health-outfitters.com,  Inc., a wholly owned
subsidiary of the Company.  Ms. Ann  Steinbarger,  a Vice  President of Corgenix
Medical  Corporation is married to the president of AR Medical.  We believe that
the terms of the agreement with AR Medical are favorable to the Company.

      Issuance of Warrants


      On June 1, 2000,  we issued  warrants to purchase  29,347 shares of common
stock of Corgenix to Taryn G.  Reynolds,  a Vice  President of the Company.  The
warrants  were issued to Mr.  Reynolds  in  connection  with a $16,000  loan Mr.
Reynolds made to the Company on February 5, 1999.  The warrants are  exercisable
anytime prior to June 1, 2008, at an exercise price of $0.13673 per share.  This
sale was made to an  accredited  investor in  reliance  upon an  exemption  from
registration provided by Section 4(2) of the Securities Act of 1933, as amended.












<PAGE>




Item 13.  Exhibits and Reports on Form 8-K.

      a.  Index to and Description of Exhibits





Exhibit
Number         Description of Exhibit


2.1      Agreement  and Plan of Merger  dated as of May 12,  1998 by
         and  among  Gray  Wolf   Technologies,   Inc.,   Gray  Wolf
         Acquisition Corp. and REAADS Medical Products,  Inc. (filed
         as Exhibit 2.1 to the Company's  Registration  Statement on
         Form 10-SB filed June 29, 1998, and incorporated  herein by
         reference).
2.2      First Amendment to Agreement and Plan of Merger dated as
         of May 22, 1998 by and among Gray Wolf Technologies, Inc.,
         Gray Wolf Acquisition Corp. and REAADS Medical Products,
         Inc. (filed as Exhibit 2.2 to the Company's Registration
         Statement on Form 10-SB filed June 29, 1998, and
         incorporated herein by reference).
2.3      Second  Amendment to Agreement  and Plan of Merger dated as of June 17,
         1998 by and among the Company  and  TransGlobal  Financial  Corporation
         (filed as Exhibit 2.3 to the Company's  Registration  Statement on Form
         10-SB filed June 29, 1998, and incorporated herein by reference).
3.1      Articles  of  Incorporation,  as amended  (filed as Exhibit  3.1 to the
         Company's Registration Statement on Form 10-SB filed June 29, 1998, and
         incorporated herein by reference).

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

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

         Bylaws of health-outfitters.com, Inc. dated November 16, 1999 (filed as
         Exhibit  3.4 to the  Company's  filing on Form  10-QSB  for the  fiscal
         quarter ended December 31, 1999).
10.1     Manufacturing Agreement dated September 1, 1994 between
         Chugai Pharmaceutical Co., Ltd. and REAADS Medical
         Products, Inc. (filed as Exhibit 10.1 to the Company's
         Registration Statement on Form 10-SB filed June 29, 1998,
         and incorporated herein by reference).

10.2     Amendment to the Manufacturing Agreement dated as of
         January 17, 1995 between Chugai Pharmaceutical Co., Ltd.
         and REAADS Medical Products, Inc.(filed as Exhibit 10.2 to
         the Company's Registration Statement on Form 10-SB filed
         June 29, 1998, and incorporated herein by reference).
10.3     Amendment  Agreement dated November 17, 1997 between
         Chugai Diagnostic Science, Co., Ltd. and REAADS Medical
         Products, Inc.(filed as Exhibit 10.3 to the Company's
         Registration Statement on Form 10-SB filed June 29, 1998,
         and incorporated herein by reference).


<PAGE>



10.4     Distribution Agreement dated August 26, 1993 between
         Chugai Pharmaceutical Co., Ltd. and REAADS Medical
         Products, Inc.(filed as Exhibit 10.4 to the Company's
         Registration Statement on Form 10-SB filed June 29, 1998,
         and incorporated herein by reference).

10.5     Amendment to the Distribution Agreement dated September 7,
         1994 between Chugai Pharmaceutical Co., Ltd. and REAADS
         Medical Products, Inc. (filed as Exhibit 10.5 to the
         Company's Registration Statement on Form 10-SB filed June
         29, 1998, and incorporated herein by reference).

10.6     Distribution Agreement dated November 14, 1997 between
         Chugai Diagnostics Science Co, Ltd. and REAADS Bio-Medical
         Products (UK) Ltd. (filed as Exhibit 10.6 to the Company's
         Registration Statement on Form 10-SB filed June 29, 1998,
         and incorporated herein by reference).


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

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

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

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

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

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

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

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

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

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

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

10.21    Option Agreement dated as of May 22, 1998 between TransGlobal Financial
         Corporation  and the Company  (filed as Exhibit  10.21 to the Company's
         Registration   Statement  on  Form  10-SB  filed  June  29,  1998,  and
         incorporated herein by reference).

10.22    Consulting  Agreement dated May 22, 1998 between TransGlobal  Financial
         Corporation  and the Company  (filed as Exhibit  10.22 to the Company's
         Registration   Statement  on  Form  10-SB  filed  June  29,  1998,  and
         incorporated herein by reference).

10.23 *  Consulting Agreement dated January 18, 2000 between AR
         Medical Supply, Inc. and the Company.

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

10.25    Settlement  Agreement and General Release dated September 21, 1999 with
         Transglobal  Financial  Corporation  and the Company  (filed as Exhibit
         10.25 to the  Company's  filing on Form  10-QSB for the fiscal  quarter
         ended December 31, 1999).

10.26    Promissory  note dated  September  21,  1999 with  Transglobal  10.27 *
         Financial  Corporation  and the Company  (filed as Exhibit 10.26 to the
         Company's  filing on Form 10-QSB for the fiscal  quarter ended December
         31, 1999).

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

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

23.1*    Consent of Certified Public Accountants

23.2*    Consent of Certified Public Accountants

27*      Financial Data Schedule



*  Filed herewith.

----------------------------------------
      (b)  Reports on Form 8-K.

           None

      Reports on Form 8-K.

         None.

<PAGE>


Exhibit 10.23



                        CONSULTING AGREEMENT


This   Agreement   is  made   effective   as  of  January  18,   2000,   between
health-outfitters.com,    a   subsidiary   of   Corgenix   Medical   Corporation
("health-outfitters.com) and AR Medical Supply, Inc. ("AR Medical").

      1.  Background.  health-outfitters.com  desires  to engage AR
Medical  as an  independent  contractor  to  provide  such  advice,
consultation,  and other  assistance  in the  marketing  of certain
healthcare  products  as  health-outfitters.com  may  from  time to
time request.  This  Agreement  sets forth the terms and conditions
for such services.

      2.  Services.  AR Medical  will be engaged as an  independent
contractor  to provide  such  services  as may from time to time be
requested   by    health-outfitters.com    in    connection    with
health-outfitters.com business operations, as follows:

(a)   Attendance   at   and   participation   in   meetings   to  be   held   at
      health-outfitters.com  facilities in  Westminster,  Colorado,  or at other
      sites to be agreed to by both parties.

      (b) AR Medical will provide consulting  services to  health-outfitters.com
      during regular business hours on days in which AR Medical is not providing
      services at the facility in Westminster.  These services will include, but
      not  be  limited  to,   telephone  calls,   faxes,   e-mails  and  written
      correspondence. Such services will not exceed reasonable limits.

      3.  Compensation.  During  the  term  of this  Agreement,  AR
Medical will receive the following compensation for services.

(a)   An  hourly  rate of  $50.00  per  hour,  invoiced  bi-weekly.
      Invoices shall be paid as follows:

(i)          from the date first  written  above until May 1, 2000, a minimum of
             33% shall be paid in cash net 15 days from  date of  invoice,  with
             any unpaid amount accrued;
(ii)  On May 1, 2000,  all  accrued  and unpaid  invoices  shall be
             paid in full; and
(iii)        after May 1, 2000,  all invoices  shall be paid in full net 15 days
             from date of invoice.

      (b) Warrants or stock options for shares of  health-outfitters.com  common
      stock will be issued to AR Medical  commensurate  with  warrants  or stock
      options issued to product managers for other health-outfitters.com product
      lines.

      (c)  Reimbursement  for reasonable  business expenses actually incurred in
      the  performance  of consulting  services  (including  airfare,  meals and
      lodging).

      4. Independent Contractor.  In the performance of the consulting services,
AR Medical shall be deemed to be an independent  contractor (and not an employee
or agent of  health-outfitters.com)  for all  purposes  under  any and all laws,
whether existing or future,  including without  limitation Social Security laws,
unemployment insurance laws, and withholding and other employment taxation laws.
AR Medical agrees to comply with  applicable  laws,  rules,  and  regulations in
respect to independent contractors, including without limitation, the payment of
all taxes required.

      5. Prior  Obligation or  Restriction.  Both parties warrant and agree that
there is no obligation or restriction  and neither will assume any obligation or
restriction  that would in any way interfere or be inconsistent  with its duties
and/or responsibilities under this Agreement.

      6. Confidential  Information.  AR Medical shall not, at any time during or
following  the work on behalf of  health-outfitters.com,  directly or indirectly
distribute,  use, or disclose to any person  other than  authorized  officers or
personnel of  health-outfitters.com,  trade secret or  confidential  information
relating  to any  activity  of  health-outfitters.com  (hereafter  "Confidential
Information").  All notes,  memoranda,  or other  writings made by AR Medical or
which   may   come   into   AR   Medical's   possession   while   working   with
health-outfitters.com,  or which relate in any way to or embody any Confidential
Information  concerning  any  activity of  health-outfitters.com  marketing  and
business ideas,  shall be the exclusive  property of  health-outfitters.com  and
shall  be  kept  on the  health-outfitters.com  premises  except  when  required
elsewhere in connection  with its  activities.  Upon  completion of AR Medical's
services,  AR Medical will deliver to the Company all physical  materials in its
possession or within its control relating to any Confidential  Information which
belongs to health-outfitters.com. AR Medical shall execute all such documents of
assignment  or other  documents  as  health-outfitters.com  may deem  reasonably
required to effect the  provisions of this  Paragraph 6. The  provisions of this
Paragraph 6 shall survive the termination of this Agreement.

      7. Term. The term of this Agreement  shall commence on the date hereof and
continue for two (2) years;  provided,  however, that the term of this Agreement
will be continued in additional one year increments  unless  cancelled by either
party in writing at least 30 days in  advance  of the  anniversary  date of this
agreement.

      8.  Miscellaneous.  This  Agreement  shall be governed by the
laws of the state of  Colorado.  If any term or  provision  of this
Agreement  is  found  by a court of  competent  jurisdiction  to be
illegal or invalid for any reason  whatsoever,  such  illegality or
invalidity shall not affect the validity of the remainder hereof.


IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
day and year first above written.

    health-outfitters.com            AR Medical Supply, Inc.

    By:   /s/ Douglass T. Simpson    By:  /s/ Ray Raczkowski
    Douglass T. Simpson              Ray Raczkowski
    President                        President




<PAGE>


Exhibit 10.27
                                WARRANT AGREEMENT

      THIS  WARRANT  AGREEMENT  (the  "Agreement")  is made  this  June 1, 2000
between Corgenix Medical  Corporation,  a Nevada  corporation,  (the "Company")
and Taryn G. Reynolds, ("Mr. Reynolds").

           In conjunction  with a promissory note (the "Note") dated February 5,
1999  between the Company and Mr.  Reynolds  and  attached  hereto,  the Company
desires  to  grant  Mr.   Reynolds  an  option  to  purchase  its  Common  Stock
(hereinafter  called the  "Stock"),  under the terms  specified  by the Board of
Directors of the Company  (the"Board") at its meeting (the "Board Meeting") held
October 21, 1999.

           1. Grant of Option.  The  Company  hereby  irrevocably  grants to Mr.
Reynolds the option to purchase  (the  "Option") all or any part of an aggregate
of -29,347-  shares of Stock  (hereinafter  called the "Warrant  Shares")  (such
number  being  subject to  adjustment  as provided in Paragraph 9 hereof) on the
terms and conditions herein set forth.

           2 Purchase  Price.  The  purchase  price of the Stock  covered by the
Agreement shall be $0.1363 per share,  the average closing price of the calendar
month  preceeding the Board Meeting.  The purchase price of any Stock  exercised
shall be payable in full in cash at the time of exercise.

           3. Exercise of Option.  Subject to the terms and conditions set forth
herein,  this Option shall be  exercisable  at any time during a period of eight
(8) years from the date of grant.  Mr. Reynolds shall not have any of the rights
of a stockholder with respect to the Warrant Shares covered by the Option except
to the extent that one or more  certificates  for such shares shall be delivered
to him upon the due exercise of the Option.

      4.   Term of  Option.  The term of the  Option  shall be for a period  of
eight years from the date hereof,  subject to earlier  termination  as provided
in Paragraphs 7 and 8 hereof.

      5. Nontransferability. The Option shall not be transferable otherwise than
by will or the laws of descent and distribution. Without limiting the generality
of the  foregoing,  the  Option  may not be  assigned,  transferred  (except  as
provided above), pledged, or hypothecated in any way, shall not be assignable by
operation of law, and shall not be subject to execution,  attachment, or similar
process. Any attempted assignment,  transfer,  pledge,  hypothecation,  or other
disposition of the Option contrary to the provisions hereof, and the levy of any
execution,  attachment,  or similar  process upon the Option,  shall be null and
void and without effect.

      6.   Disclosure  and Risk.  Mr.  Reynolds  represents and warrants to the
Company oration as follows:

           (a) The Warrant  Shares will be acquired by Mr.  Reynolds for his own
account,  for  investment  and not with a view to, or for  resale in  connection
with,  any  distribution  or public  offering  thereof within the meaning of the
Securities Act of 1933, as amended (the "Securities Act").

           (b) Mr. Reynolds  understands  that at time of grant and exercise the
Warrant  Shares have not been and probably will not have been  registered  under
the Securities Act by reason of their issuance in a transaction  exempt from the
registration and prospectus delivery requirements of the Securities Act pursuant
to  Section  4(2)  thereof,   and  that  they  must  be  held  by  Mr.  Reynolds
indefinitely,  and that Mr.  Reynolds must  therefore  bear the economic risk of
such  investment  indefinitely,  unless  a  subsequent  disposition  thereof  is
registered under the Securities Act or is exempt from registration.

           (c) As a result of inquiries  made by Mr.  Reynolds  and  information
furnished to him by the Company,  Mr.  Reynolds has as of the date of grant (and
will have as of the date(s) of exercise)  reviewed all information  necessary to
make an informed investment decision.

           (d)  Mr.  Reynolds   understands  that,  under  certain   conditions,
disposition  of the Warrant  Shares  subject to this  Agreement  could result in
adverse tax  consequences  because of failure to meet prescribed  holding period
requirements.

      Each  certificate  representing  the Warrant Shares shall be endorsed with
the following legend:

      "THE  SECURITIES  EVIDENCED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD,  TRANSFERRED,  ASSIGNED OR
HYPOTHECATED UNLESS (i) THERE IS AN EFFECTIVE  REGISTRATION STATEMENT UNDER SUCH
ACT COVERING  SUCH  SECURITIES  OR (ii) THE  CORPORATION  RECEIVES AN OPINION OF
COUNSEL  FOR THE HOLDER OF THESE  SECURITIES  SATISFACTORY  TO THE  CORPORATION,
STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE
REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT."

      The Company  need not  register a transfer  of any of the  Warrant  Shares
unless one of the Conditions specified in the foregoing legend is satisfied. The
Company may also instruct its transfer agent not to register the transfer of any
of the Warrant  Shares unless one of the  conditions  specified in the foregoing
legend is satisfied.

      The legend  endorsed on a certificate  pursuant to the foregoing  language
and the stop transfer  instructions with respect to such Stock, shall be removed
and the Company shall  promptly  issue a certificate  without such legend to the
holder of such Stock if such Stock is registered  under the Securities Act and a
prospectus  meeting  the  requirements  of Section 10 of the  Securities  Act is
available or if such holder  provides the Company with an opinion of counsel for
such holder  satisfactory  to the  Company,  to the effect  that a public  sale,
transfer or assignment of such Stock may be made without registration.

      7.   Company Registration.

           (a) If the Company shall  determine to register any of its securities
either for its own account or for the account of a security holder  exercising a
demand registration right, other than a registration relating solely to employee
benefit plans,  or a registration  relating  solely to a transaction of the type
described  in Rule 145  under  the Act,  or any  successor  to Rule  145,  or, a
registration on any  registration  form which does not permit secondary sales or
does not include  substantially  the same information as would be required to be
included  in  a  registration   statement  covering  the  sale  of  Registerable
Securities, the Company will:

                (1)  promptly  give to Mr.  Reynolds  a written  notice  thereof
           (which shall include a list of the jurisdictions in which the Company
           intends to attempt to qualify such Registerable  Securities under the
           applicable blue sky or other state securities laws); and

                (2) include in such registration (and any related  qualification
           under  blue sky laws or other  compliance),  and in any  underwriting
           involved  therein,  all the  Warrant  Shares  specified  in a written
           request  or  requests,  made by Mr.  Reynolds  within  20 days  after
           receipt of the written notice from the Company.  Such written request
           may specify all or a part of Mr. Reynolds Warrant Shares.

           (b)  Underwriting.  If the  registration  of which the Company  gives
notice is for a  registered  public  offering  involving  an  underwriting,  the
Company  shall so advise Mr.  Reynolds  as a part of the  written  notice  given
pursuant  to  this  Section.  In  such  event,  the  right  of Mr.  Reynolds  to
registration  pursuant to this Section shall be conditioned  upon Mr.  Reynolds'
participation in such  underwriting  and the inclusion of Mr. Reynolds'  Warrant
Shares in the  underwriting  to the extent provided  herein.  Mr. Reynolds shall
(together with the Company and any other  shareholders  distributing  securities
through such  underwriting)  enter into an  underwriting  agreement in customary
form with the  underwriter  or  underwriters  selected for  underwriting  by the
Company. Notwithstanding any other provision of this Section, if the underwriter
determines  that marketing  factors require a limitation on the number of shares
to be underwritten,  the underwriter may (subject to the allocation priority set
forth below) exclude from such  registration and underwriting some or all of the
Registerable  Securities which would otherwise be underwritten  pursuant hereto.
The Company shall so advise all Holders of securities  requesting  registration,
and  the  number  of  securities  that  are  entitled  to  be  included  in  the
registration and underwriting  shall be allocated in the following  manner:  the
number of shares that may be included in the  registration  and  underwriting by
each of the Holders and the other  Persons  requesting  to  participate  in such
registration  (other than the  Company,  in the case of a  registration  for the
account  of the  Company,  and other  than  securities  held by  holders  who by
contractual right demanded such  registration)  shall be reduced,  on a pro-rata
basis,  by such  minimum  number of shares as is  necessary  to comply with such
limitation.  If any of the Holders or any Person disapproves of the terms of any
such underwriting, he or it may elect to withdraw therefrom by written notice to
the Company and the underwriter. Any Registerable Securities or other securities
excluded  or  withdrawn  from such  underwriting  shall be  withdrawn  from such
registration.

           (c)  Number.  Mr.  Reynolds  shall  be  entitled,  pursuant  to this
Section,   to  have  his  Warrant  Shares   included  in  a  maximum  of  three
registrations which have been declared or ordered effective.

           (d) Expenses of Registration.  All Registration  Expenses incurred in
connection with any registration,  qualification or compliance  pursuant to this
Section shall be borne by the Company,  and all Selling  Expenses shall be borne
by Mr.  Reynolds of the  securities so registered  pro-rata and the basis of the
number of the shares so registered.

(e)   Registration  Procedures.  In the case of each  registration  effected by
                the Company  pursuant to this  Section,  the Company  will keep
                Mr.  Reynolds,  as  applicable,  advised  in  writing as to the
                initiation  of  each  registration  and  as to  the  completion
                thereof.  At its expense, the Company will:

                (1) Keep such registration effective for a period of 120 days or
           until Mr.  Reynolds,  as applicable,  has completed the  distribution
           described in the registration  statement relating thereto,  whichever
           first occurs;  provided,  however, that (1) such 120-day period shall
           be extended for a period of time equal to the period during which Mr.
           Reynolds, as applicable, refrain from selling any securities included
           in such  registration  in accordance  with provisions in this Section
           hereof;

(2)        Furnish  such number of  prospectuses  and other  documents  incident
           thereto  as Mr.  Reynolds,  as  applicable,  from  time to  time  may
           reasonably request.

8.    Changes in Capital Structure.

(a) The  following  terms used in this  Paragraph 8 shall have the  meanings set
forth below:

                "Person"  shall  mean  an  individual,  a  partnership,  a joint
venture,  a corporation,  an association,  a limited liability  company, a joint
stock company,  a trust, an unincorporated  organization and a government entity
or any department, agency or political subdivision thereof.

                "Organic  Change" shall mean (i) any  consolidation or merger to
which the Company is a party,  except for a merger in which the  Corporation  is
the surviving  party and after giving effect to such merger,  the holders of the
Company's  capital stock (on a fully  diluted  basis)  immediately  prior to the
merger will own the Company's  capital stock (on a fully diluted basis) having a
majority of the ordinary voting power to elect the Company's board of directors,
and  (ii) a  sale  or  transfer  in  one  transaction  or a  series  of  related
transactions of 50% or more of the Company's assets (on a consolidated basis) to
another Person.

           (b)  Notwithstanding  the vesting provisions set forth in Paragraph 3
above, the Company will make  appropriate  provision to insure that Mr. Reynolds
shall be entitled  to exercise  this  Option  prior to the  consummation  of any
Organic Change. If Mr. Reynolds elects not to exercise the Option as provided in
this  Paragraph  7(b),  this Option will  automatically  terminate  and be of no
further force or effect upon the effective date of such Organic Change.

           (c)  Appropriate  adjustment  shall be made in the maximum  number of
shares of Stock subject to this Option and in the number, kind, and option price
of shares  covered by this Option to the extent it is outstanding to give effect
to any stock dividends, stock splits, stock combinations,  recapitalizations and
other  similar  changes in the capital  structure of the  Corporation  after the
grant of this Option.

      9. Method of  Exercising  Option.  Subject to the terms and  conditions of
this Agreement, the Option may be exercised by written notice to the Company, at
its  principal  office.  Such notice  shall state the  election to exercise  the
Option and the number of shares in respect of which it is being  exercised,  and
shall be signed by the person or persons so exercising  the Option.  Such notice
shall be accompanied  by payment of the full purchase price of such shares,  and
the Company ration shall deliver a certificate or certificates representing such
shares as soon as  practicable  after the notice shall be  received.  Payment of
such  purchase  price shall be made by check payable to the order of the Company
poration.  The certificate or certificates for the shares as to which the Option
shall have been so exercised  shall be  registered  in the name of the person or
persons so exercising  the Option and shall be delivered as provided above to or
upon the written order of the person or persons exercising the Option.

      In the event the  Option  shall be  exercised,  pursuant  to  Paragraph  5
hereof,  by any person or persons  other than Mr.  Reynolds such notice shall be
accompanied  by  appropriate  proof of the right of such  person or  persons  to
exercise the Option. All shares that shall be purchased upon the exercise of the
Option as provided herein shall be fully paid and nonassessable.

      10. General.  The Company shall at all times during the term of the Option
reserve and keep  available such number of shares of Stock as will be sufficient
to satisfy the requirements of this Agreement,  shall pay all original issue and
transfer taxes with respect to the issue and transfer of shares  pursuant hereto
and  all  other  fees  and  expenses  necessarily  incurred  by the  Company  in
connection therewith,  and will from time to time use its best efforts to comply
with  all  laws  and  regulations  which,  in the  opinion  of  counsel  for the
Corporation, shall be applicable thereto.

      11.  Subsidiary.  As used herein,  the term "subsidiary" or "parent" shall
mean any present or future corporation which would be a "subsidiary corporation"
or "parent  corporation" of the Company,  as that term is defined in Section 422
of the Internal Revenue Code of 1986.

      IN WITNESS  WHEREOF,  the Company has caused this Warrant  Agreement to be
duly executed by its officers  thereunto duly  authorized,  and the Employee has
executed this Agreement, all as of the day and year first above written.

                                    Corgenix Medical Corporation

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


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



<PAGE>



                     Consent of Independent Auditors



The Board of Directors
Corgenix Medical Corporation


We consent to incorporation by reference in the registration  statements on Form
S-8 of Corgenix  Medical  Corporation  of our report dated  September  25, 2000,
relating  to the balance  sheets of  Corgenix UK Limited as of June  30,2000 and
1999, and the related Financial Statements for the year then ended which reports
appears in the June 30, 2000,  annual report on Form 10-KSB of Corgenix  Medical
Corporation.


                                 SR HOWELL & CO


Ramsey, UK
September 28, 2000


<PAGE>


                         Consent of Independent Auditors




The Board of Directors
Corgenix Medical Corporation:

We consent to incorporation by reference in the registration  statements on Form
S-8 of Corgenix  Medical  Corporation  of our report dated  September  26, 2000,
relating to the consolidated  balance sheets of Corgenix Medical Corporation and
subsidiaries  as of  June  30,  2000  and  1999,  and the  related  consolidated
statements of operations and comprehensive  income (loss),  stockholders' equity
(deficit) and cash flows for the years then ended which  reports  appears in the
June 30, 2000, annual report on Form 10-KSB of Corgenix Medical Corporation.




                                    KPMG LLP


Denver, Colorado
September 28, 2000







<PAGE>


                          CORGENIX MEDICAL CORPORATION


                          INDEX TO FINANCIAL STATEMENTS

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

Item                                                       Page Number


-----------------------------------------------------------------------
-----------------------------------------------------------------------
Independent Auditors' Report                                       F-1
-----------------------------------------------------------------------
-----------------------------------------------------------------------

Consolidated Balance Sheets as of June 30,
2000 and 1999                                                      F-2
-----------------------------------------------------------------------
-----------------------------------------------------------------------

Consolidated Statement of Operations for
Years Ended June 30, 2000 and 1999                                 F-3
-----------------------------------------------------------------------
-----------------------------------------------------------------------

Consolidated Statements of Stockholders'
Equity (Deficit) for the Years Ended June 30,                      F-4
2000 and 1999
-----------------------------------------------------------------------
-----------------------------------------------------------------------

Consolidated Statements of Cash Flows for the
Years Ended June 30, 2000 and 1999                                 F-5
-----------------------------------------------------------------------
-----------------------------------------------------------------------

Notes to Consolidated Financial Statements                         F-6
-----------------------------------------------------------------------





<PAGE>





                          CORGENIX MEDICAL CORPORATION
                                 AND SUBSIDIARY

                        Consolidated Financial Statements

                             June 30, 2000 and 1999

                     (With Independent Auditors' Report Thereon)


<PAGE>






                          Independent Auditors' Report


The Board of Directors
Corgenix Medical Corporation:

We have audited the accompanying consolidated balance sheets of Corgenix Medical
Corporation  and  subsidiaries  (Company) as of June 30, 2000 and 1999,  and the
related  consolidated  statements of operations and comprehensive income (loss),
stockholders'  equity  (deficit) and cash flows for the years then ended.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial  statements  based  on our  audits.  We did not  audit  the  financial
statements of Corgenix UK Limited, a wholly-owned subsidiary,  as of and for the
year ended June 30, 2000, which statements reflect total assets  constituting 22
percent and total revenue constituting 23 percent in 2000, respectively,  of the
related  consolidated  totals.  Those  statements were audited by other auditors
whose report has been furnished to us, and our opinion, insofar as it relates to
the amounts included for Corgenix UK Limited,  as of and for the year ended June
30, 2000 is based solely on the report of the other auditors.

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

In our opinion,  based on our audits and the report of the other  auditors,  the
consolidated  financial  statements  referred to above  present  fairly,  in all
material respects,  the financial  position of Corgenix Medical  Corporation and
subsidiaries  as of June 30, 2000 and 1999, and the results of their  operations
and their cash flows for the years then ended,  in  conformity  with  accounting
principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  note 1 to the
consolidated financial statements, the Company has a stockholders' deficit and a
working  capital  deficit as of June 30, 2000,  which factors raise  substantial
doubt about its ability to continue as a going  concern.  Management's  plans in
regard  to  this  matter  are  also  described  in  note  1.  The   accompanying
consolidated  financial  statements  do not include any  adjustments  that might
result from the outcome of this uncertainty.




                                    KPMG LLP


Denver, Colorado
September 26, 2000


<PAGE>



                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES

                           Consolidated Balance Sheets
                             June 30, 2000 and 1999
                     Assets                             2000           1999
                                                   -----------------------------

Current assets:
  Cash and cash equivalents                     $         46,698       15,963
  Accounts receivable, less allowance for
doubtful accounts of $7,000
    in 2000 and 1999                                     610,591      516,182
  Note receivable                                           --         27,425
  Inventories                                            551,082      518,215
  Prepaid expenses                                           511          954
                                                   -----------------------------


          Total current assets                         1,208,882    1,078,739
                                                   -----------------------------

Equipment:
  Machinery and laboratory equipment                     302,949      302,949
  Software, furniture, fixtures and office
equipment                                                800,055      255,695
                                                   -----------------------------

                                                       1,103,004      558,644

Accumulated depreciation and amortization              (469,772)    (399,109)
                                                   -----------------------------

          Net equipment                                  633,232      159,535
                                                   -----------------------------

Intangible assets:
  Patents, net of accumulated amortization of
$721,490 and $646,987
    in 2000 and 1999, respectively                       396,054      470,557
  Goodwill, net of accumulated amortization of
$40,087 and $36,177
    in 2000 and 1999, respectively                        21,501       25,411
                                                   -----------------------------

                                                         417,555      495,968
                                                   -----------------------------

Due from officer                                          12,000       12,000
Other assets                                              18,718       14,285
                                                   -----------------------------


          Total assets                          $      2,290,387    1,760,527
                                                   =============================

 Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
  Current portion of notes payable              $        213,816      296,954
  Current portion of capital lease obligation             19,667        3,483
  Accounts payable                                       890,907      795,262
  Accrued payroll and related liabilities                125,163      114,061
  Other liabilities                                      289,982      105,528
  Employee stock purchase plan payable                     2,656        2,984
                                                   -----------------------------


          Total current liabilities                    1,542,191    1,318,272

Notes payable, excluding current portion                 735,479      790,959
Capital lease obligation, excluding current
portion                                                   56,189        7,703
                                                   -----------------------------


          Total liabilities                            2,333,859    2,116,934
                                                   -----------------------------
                                                        2000           1999
                                                   -----------------------------
                                                   -----------------------------
Stockholders' equity (deficit):
  Preferred stock, $0.001 par value.
Authorized 5,000,000 shares,
    none issued or outstanding                              --           --
  Common stock, $0.001 par value.  Authorized
20,000,000 shares; issued and
    outstanding 17,416,562 and 16,852,116
shares in 2000 and 1999, respectively                     17,417       16,852

  Additional paid-in capital                           3,958,898    3,859,806
  Accumulated deficit                                (4,032,648)   (4,233,065)
  Accumulated other comprehensive income                  12,861         --
                                                   -----------------------------

          Total stockholders' equity (deficit)          (43,472)    (356,407)
                                                   -----------------------------

Commitments and contingencies

          Total liabilities and stockholders'
equity (deficit)                                $      2,290,387    1,760,527
                                                   =============================


See accompanying notes to consolidated financial statements.



<PAGE>



                       CORGENIX MEDICAL CORPORATION
                             AND SUBSIDIARIES

  Consolidated Statements of Operations and Comprehensive Income (Loss)

                    Years ended June 30, 2000 and 1999



                                                2000            1999
                                            ------------- -----------------


Net sales                               $    3,544,953         2,642,848

Cost of sales                                1,472,954         1,053,232
                                            ------------- -----------------


          Gross profit                       2,071,999         1,589,616
                                            ------------- -----------------

Operating expenses:
  Selling and marketing                        673,609           793,188
  Research and development                     348,449           405,517
  General and administrative                   700,670         1,045,998
                                            ------------- -----------------


                                             1,722,728         2,244,703
                                            ------------- -----------------

          Operating income (loss)              349,271         (655,087)
                                            ------------- -----------------

Other expenses:
  Interest expense, net                      (148,854)         (146,248)
  Other, net                                      --             (8,341)
                                            ------------- -----------------

                                             (148,854)         (154,589)
                                            ------------- -----------------

          Net income (loss)             $      200,417         (809,676)
                                            ============= =================

Net income (loss) per share basic and
diluted                                 $         0.01            (0.06)
                                            ============= =================

Weighted average shares outstanding
basic and diluted                           17,230,707        14,699,339
                                            ============= =================

Net income (loss)                       $      200,417         (809,676)
Other comprehensive income -
  foreign currency translation gain             12,861              --
                                            ------------- -----------------

          Total comprehensive income
(loss)                                  $      213,278         (809,676)
                                            ============= =================


See accompanying notes to consolidated financial statements.



<PAGE>



                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES

           Consolidated Statements of Stockholders' Equity (Deficit)

                       Years ended June 30, 2000 and 1999



                 Common                                  Accumulated     Total
                 stock,  Additional  Stock                 other      stckhldrs'
                $0.001   paid-in   subscript Accumulate comprehensive   equity
                  par    capital   receivable deficit     income       (deficit)
               --------------------------------------------------------------

Balances at       $12,102  3,610,798 (25,651)  3,423,38     --        173,860
June 30, 1998

Issuance of           297     99,703     --       --        --        100,000
common stock

Issuance of common    375    153,383     --       --        --        153,758
stock for services

Issuance of common
stock under
contingency
agreement           4,000     (4,000)    --       --         --         --

Issuance of common
stock in connection
with stock
subscription           78        (78)  25,651      --         --        25,651

Net loss               --        --       --    (809,676)     --      (809,676)
               ----------------------------------------------------------------

Balances at        16,852  3,859,806      --  (4,233,065)     --      (356,407)
June 30, 1999

Issuance of common    565     99,092      --       --         --        99,657
stock for services

Foreign currency
translation           --       --         --       --       12,861      12,861
adjustment

Net income            --       --         --     200,417       --       200,417
               ----------------------------------------------------------------

Balances at       $17,417  3,958,898      --  (4,032,648)   12,861      (43,472)
June 30, 2000
              =================================================================


See accompanying notes to consolidated financial statements.


<PAGE>





                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES

                Consolidated Statements of Cash Flows
                  Years ended June 30, 2000 and 1999
                                                  2000         1999
                                               ------------ -----------

Cash flows from operating activities:
  Net income (loss)                           $  200,417    (809,676)
  Adjustments to reconcile net income (loss)
to net cash provided
    (used) by operating activities:

      Depreciation and amortization              149,076     153,016

      Common stock issued for services            99,657     153,758
      Interest capitalized to note payable          --        19,255
      Provision for doubtful accounts               --         4,722
      Loss on disposal of equipment                 --         8,341
      Changes in operating assets and
liabilities:
        Accounts receivable                     (94,409)    (151,194)
        Inventories                             (32,867)     (6,807)
        Prepaid expenses and other assets         23,435      24,289

        Accounts payable                         106,685     367,453
        Accrued payroll and related
liabilities                                       11,102       7,304
        Employee stock purchase plan payable       (328)       2,984
        Other liabilities                        184,454    (10,526)
                                               ------------ -----------

          Net cash provided (used) by                        237,081)
operating activities                             647,222    (
                                               ------------ -----------

Cash flows used by investing activities -       (472,791)     (15,682)
purchase of equipment                          ------------ -----------

Cash flows from financing activities:

  Proceeds from issuance of common stock            --       100,000
  Proceeds from issuance of notes payable         18,960      18,620
  Payments on notes payable                    (157,578)    (91,076)
  Proceeds from stock subscription                  --        25,651
  Payments on capital lease obligations          (6,899)       (783)
                                               ------------ -----------

          Net cash provided (used) by
financing activities                           (145,517)     52,412
                                               ------------ -----------

          Net increase (decrease) in cash and
cash equivalents                                  28,914    (200,351)

Impact of foreign currency translation
adjustment on cash                               (1,821)        --


Cash and cash equivalents at beginning of year    15,963     216,314
                                               ------------ -----------

Cash and cash equivalents at end of year      $   46,698      15,963
                                               ============ ===========
Supplemental cash flow disclosures -

  cash paid for interest                      $  101,457     104,688
                                               ============ ===========
Noncash financing activities:
  Common stock warrants issued for note
payable                                       $   66,040        --
                                               ============ ===========
  Accounts payable converted to note payable  $   55,000        --
                                               ============ ===========
Noncash investing and financing activity -
  equipment acquired under capital leases     $   71,569      11,969
                                               ============ ===========

See accompanying notes to consolidated financial statements.


<PAGE>


                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES

             Notes to Consolidated Financial Statements

                             June 30, 2000 and 1999


(1)     Summary of Significant Accounting Policies

        (a) Business and Basis of Presentation

        On May 22, 1998,  REAADS Medical  Products  (REAADS)  completed a merger
        with  a  subsidiary  of  Gray  Wolf  Technologies,   Inc.,  an  inactive
        corporation  with no  significant  assets or  operations.  The resulting
        merged  corporation was named Corgenix,  Inc. The parent corporation was
        renamed  Corgenix  Medical   Corporation   (Corgenix  or  the  Company).
        Effective  with the merger,  all  previously  outstanding  common stock,
        preferred  stock,  options and  warrants of REAADS  were  exchanged  for
        common  stock of Corgenix  in an exchange  ratio of 1 share of REAADS in
        exchange  for  30  shares  of   Corgenix,   resulting  in  the  previous
        stockholders of REAADS owning  approximately  76% of the common stock of
        Corgenix.

        Corgenix develops,  manufactures and markets diagnostic products for the
        serologic   diagnosis  of  certain  vascular   diseases  and  autoimmune
        disorders using proprietary technology. The Company markets its products
        to hospitals and free-standing  laboratories worldwide through a network
        of  sales   representatives,   distributors   and  private  label  (OEM)
        agreements.  The Company's  corporate office and manufacturing  facility
        are located in Westminster, Colorado.

        The  consolidated  financial  statements  include  the  accounts  of the
        Company and its wholly owned subsidiaries,  Corgenix,  Inc. and Corgenix
        UK Limited (Corgenix UK) and healthoutfitters.com,  Inc. Corgenix UK was
        established  as a United  Kingdom  company  during  1996 to  market  the
        Company's  products in Europe.  The  operations  of Corgenix UK were not
        significant for the year ended June 30, 1999. Transactions are generally
        denominated  in US  dollars  and  Corgenix  UK held  nominal  assets and
        liabilities  through  September  1999.  Therefore,  there is no  foreign
        currency translation gain or loss or other comprehensive income recorded
        in the year ended June 30, 1999.

        The accompanying  financial  statements have been prepared  assuming the
        Company will continue as a going concern.  As shown in the  accompanying
        financial  statements,  the  Company  has a working  capital  deficit of
        $333,309  as of June  30,  2000,  and  has a  stockholders'  deficit  of
        $43,472,  which  factors  raise  substantial  doubt about the  Company's
        ability to  continue  as a going  concern.  The  accompanying  financial
        statements  do not  include any  adjustments  relating to the outcome of
        this uncertainty.

        Management's  future  plans  to  continue  as a  going  concern  include
        attaining  and  maintaining   future   profitable   operations   through
        distribution   agreements  and  obtaining   additional  equity  or  debt
        financing.

    (b) Use of Estimates
        The  preparation of financial  statements in conformity  with accounting
        principles  generally  accepted in the United States of America requires
        management to make  estimates and  assumptions  that affect the reported
        amounts of assets and  liabilities  and disclosure of contingent  assets
        and liabilities at the date of the financial statements and the reported
        amounts of revenue and  expenses  during the  reporting  period.  Actual
        results could differ significantly from those estimates.

    (c) Cash and Cash Equivalents
        The Company considers all highly liquid debt instruments  purchased with
        maturities of three months or less to be cash equivalents.

    (d) Inventories
        Inventories  are  recorded  at the  lower of cost or  market,  using the
        first-in, first-out method. Components of inventories as of June 30, are
        as follows:

                            2000        1999
                         ----------  -----------

Raw materials         $   141,064      90,035
Work-in-process           236,078     235,823
Finished goods            173,940     192,357
                         ----------  -----------

                      $   551,082     518,215
                         ==========  ===========

    (e) Equipment
        Equipment is recorded at cost.  Depreciation,  which totaled $70,663 and
        $74,859  for the years ended June 30,  2000 and 1999,  respectively,  is
        calculated  primarily using the straight-line  method over the estimated
        useful  lives of the assets  which range from 3 to 7 years.  In the year
        ended  June 30,  2000 the  Company  established  a web site for  selling
        medical products directly to consumers.  The internal and external costs
        of developing the software,  other than initial design, were capitalized
        and will be  amortized  on the  straight-line  method  over three  years
        starting in fiscal year 2001.

    (f) Intangible Assets
        Intangible assets consist of purchased  patents and goodwill,  which are
        amortized using the straight-line method over 15 years.

    (g) Income Taxes
        Under the asset and liability  method of recording  income taxes,  which
        the Company follows,  deferred tax assets and liabilities are recognized
        for the future tax consequences  attributable to differences between the
        financial  statement carrying amounts of existing assets and liabilities
        and their respective tax bases.  Deferred tax assets and liabilities are
        measured  using enacted tax rates expected to apply to taxable income in
        the  years in which  those  temporary  differences  are  expected  to be
        recovered or settled.  The effect on deferred tax assets and liabilities
        of a change in tax rates is recognized in the consolidated statements of
        operations in the period that includes the enactment date.

    (h) Revenue Recognition

        Revenue is recognized upon shipment of products.

    (i) Research and Development
        Research and development  costs and any costs associated with internally
        developed patents, formulas or other proprietary technology are expensed
        as incurred.

    (j) Long-Lived Assets
        The Company's  long-lived  assets are reviewed for  impairment  whenever
        events or changes in circumstances  indicate that the carrying amount of
        such assets may not be recoverable.  Events  relating to  recoverability
        may include  significant  unfavorable  changes in  business  conditions,
        recurring  losses,  or a  forecasted  inability  to  achieve  break-even
        operating  results over an extended  period.  The Company  evaluates the
        recoverability of long-lived  assets based upon forecasted  undiscounted
        cash flows.  Should an impairment  in value be  indicated,  the carrying
        value of  intangible  assets will be  adjusted,  based on  estimates  of
        future  discounted  cash  flows  resulting  from  the use  and  ultimate
        disposition of the asset.

    (k) Stock-Based Compensation
        The  Company  accounts  for its  stock  plans  in  accordance  with  the
        provisions  of  Accounting   Principles  Board  (APB)  Opinion  No.  25,
        Accounting for Stock Issued to Employees,  and related  interpretations.
        As such,  compensation  expense is recorded on the date of grant only if
        the current  market price of the  underlying  stock exceeds the exercise
        price.  The  Company  has  adopted  Statement  of  Financial  Accounting
        Standards   No.  123  (SFAS  No.  123),   Accounting   for   Stock-Based
        Compensation,  which  permits  entities to recognize as expense over the
        vesting period the fair value of all  stock-based  awards on the date of
        grant.  Alternatively,  SFAS No. 123 also allows entities to continue to
        apply the  provisions  of APB  Opinion  No. 25 and provide pro forma net
        income (loss)  disclosures for employee stock option grants made in 1995
        and thereafter as if the fair-value-based method defined in SFAS No. 123
        had been  applied.  The  Company  has  elected to  continue to apply the
        provisions  of APB Opinion No. 25 and provide the pro forma  disclosures
        required by SFAS No. 123.

(l)   Earnings Per Share
        Basic earnings per share is computed by dividing income (loss) available
        to common  stockholders by the weighted  average number of common shares
        outstanding.  Diluted  earnings per share is computed by dividing income
        (loss)  available to common  stockholders by the weighted average number
        of common shares outstanding  increased for potentially  dilutive common
        shares  outstanding  during the  period.  The  dilutive  effect of stock
        options and their  equivalents  is calculated  using the treasury  stock
        method in fiscal year 2000, which are  anti-dilutive due to the exercise
        price exceeding market price.

                                                 2000         1999
                                              -----------  -----------
        Net income (loss)                   $   200,417     (809,676)
                                              -----------  -----------
                                              -----------  -----------

        Common and common equivalent shares outstanding:
           Historical common shares
            outstanding at beginning of
            year                              16,852,116   12,102,494

           Weighted average common
            equivalent shares issued
            during year                          378,591    2,596,845
                                              -----------  -----------
                                              -----------  -----------

           Weighted average common
            shares - basic                    17,230,707   14,699,339

           Weighted average common
            equivalent shares issued
            during the year                          --           --
                                              -----------  -----------
                                              -----------  -----------

           Weighted average common
            shares - diluted                  17,230,707   14,699,339
                                              ===========  ===========

         Net income (loss) per basic share-
           income (loss) per share          $     .01         (.06)

         Net income (loss) per diluted share -
           income (loss) per share                .01         (.06)

(2) Notes Payable

    Notes payable consist of the following at June 30, 2000 and 1999:


                                                2000         1999
                                              ----------   ----------

    Note payable to a bank,  with  interest at prime plus 2.75%  (12.25% at June
    30, 2000), due in monthly  installments of principal and interest of $14,415
    through January 2007, collateralized by commercial security agreements and a
    key man life insurance policy $ 818,274 895,224

    Note  payable  to a bank,  with  interest  at prime plus 2.5% due in monthly
      installments  of  $2,000  and a  balloon  payment  due  August  30,  1999,
      collateralized by accounts receivable -- 18,000

    Notes payable to former preferred
      stockholders, with interest at 12%,
      due on demand                           104,061      136,689

    Note payable, with interest at prime
      plus 3%, due on demand                    8,000       38,000

    Note payable to former consultants,
      with interest of 10.25% due in 12
      monthly installments                     18,960         --
                                              ----------   ----------
                                              ----------   ----------

                                               949,295     1,087,913

    Less current portion                      (213,816)    (296,954)
                                              ----------   ----------
    Notes payable, excluding
     current portion                        $  735,479      790,959
                                              ==========   ==========

    Certain  of the notes  payable  restrict  the  payment of  dividends  on the
    Company's common stock.  Aggregate maturities of notes payable by year as of
    June 30, 2000, are as follows:

Years ending June 30:
  2001                        $  213,816
  2002                            92,834
  2003                           104,091
  2004                           116,713
  2005                           130,866
  Thereafter                     290,975
                                -----------

                               $ 949,295
                                ===========

    The carrying values of notes payable  approximate  fair value based on their
    terms and floating market based interest rates.

(3) Stockholders' Equity
    In connection  with the merger,  the Company had a contingent  obligation to
    issue 4,000,000  shares of common stock to former REAADS  stockholders.  The
    contingent shares were issuable upon the occurrence of the following events:
    (i) the  conversion  of one or more shares of the Company's  authorized  but
    unissued  Series A 5%  convertible  preferred  stock to common  stock or the
    exercise of one or more common stock purchase  warrants issued in connection
    with the  Series A  Preferred  Stock,  in which case the  maximum  number of
    contingent shares issuable was 2,000,000 shares,  (ii) November 23, 1998, if
    as of such  date the  Company  has sold  less  than  $1,000,000  of Series A
    Preferred  Stock,  in which case the  maximum  number of  contingent  shares
    issuable was 4,000,000  shares less (a) the number of shares of common stock
    issuable upon  conversion of all then  outstanding  Series A preferred stock
    and exercise of all preferred stock less (b) four times the dollar amount of
    Series A preferred stock sold by the Company as of such date. The contingent
    shares were issuable to the former stockholders of REAADS without payment of
    additional consideration. On November 23, 1998, the Company had not sold any
    Series A Preferred Stock.  Accordingly,  4,000,000 common shares were issued
    November 30, 1998.

    Effective  with the  purchase  of Gray Wolf,  3,872,235  shares of  Corgenix
    common  stock were issued at a weighted  average  price of $.2532 per share.
    Proceeds of $881,884  were  recorded net of  commissions  and  expenses.  An
    additional  77,765 shares of Corgenix  common stock were  subscribed,  and a
    subscription receivable was recorded of $25,651 as of June 30, 1998. Payment
    for the subscription was received in July 1998 and the shares were issued in
    July 1998.

(4) Stock Compensation and Stock Purchase Plan
    Effective  January 1, 1999,  the Company  adopted an Employee Stock Purchase
    Plan to provide eligible  employees an opportunity to purchase shares of its
    common stock through payroll deductions, up to 10% of eligible compensation.
    The plan is  registered  under  Section 423 of the Internal  Revenue Code of
    1986. Each quarter, participant account balances are used to purchase shares
    of stock at the lesser of 85% of the fair  value of shares on the  beginning
    (grant date) and end (exercise  date) of each quarter.  No right to purchase
    shares shall be granted if,  immediately after the grant, the employee would
    own stock aggregating 5% or more of the total combined voting power or value
    of all classes of stock.  A total of 500,000  common shares were  registered
    under an S-8 filing, a portion of which are available for purchase under the
    plan.  There were  95,251 and 10,322  shares  issued  under the plan  during
    fiscal year 2000 and 1999, respectively.  Compensation expense is recognized
    for the fair value of the employee's  purchase rights. The  weighted-average
    fair value of those purchase rights granted in fiscal year 2000 and 1999 was
    $.178 and $.375 per share, respectively.

    Effective January 1, 1999, the Company adopted a Stock  Compensation Plan to
    provide  executive  officers an opportunity to purchase shares of its common
    stock as a bonus or in lieu of cash compensation for services rendered. Each
    quarter,  the officers may purchase  shares of stock at the lesser of 85% of
    the fair value of shares on the  beginning  (grant  date) and end  (exercise
    date) of each quarter.  The Stock  Compensation Plan expires on December 31,
    2000. A total of 500,000 common shares were registered  under an S-8 filing,
    a portion of which are  available  for purchase  under the plan.  There were
    50,000 and 334,706 shares issued under the plan during fiscal 2000 and 1999,
    respectively.  Compensation  expense is recognized for the fair value of the
    executive  officers'  purchase rights.  The  weighted-average  fair value of
    those  purchase  rights  granted in fiscal year 2000 and 1999 was $0.188 and
    $0.375 per share, respectively.

    In March 2000 the Company reserved  1,000,000 shares of its common stock for
    an  incentive  stock  option  plan  (Plan)  for  employees,   directors  and
    consultants. Options are granted at the discretion of the board of directors
    with an  exercise  price  equal to or  greater  than fair value at the grant
    date.

    In 2000,  a total of 30,050  options  were granted by the board to employees
    which expire in 2007.



<PAGE>


    In 2000, a total of 60,000 shares were granted by the board to the directors
    of the Company which expire in 2007. Detail of options follows:

                                                           Weighted
                                                            average
                                Number of     Range of      exercise
                                shares         price         price
                              ------------  ------------   -----------
                              ------------  ------------   -----------

    Balance at June 30,             --          --               --
    1999
    Granted                     90,050    $   0.656 - $1.00   0.6791

    Exercised                       --          --               --
    Canceled                        --          --               --
                              ------------
                              ------------

    Balance at June 30,         90,050        0.656 - $1.00    0.6791
    2000                      ============

    None of the options are exercisable.

    Had the Company determined  compensation cost based on the fair value at the
    date of grant for its stock  options  under SFAS No. 123, the  Company's net
    income would have been reduced to the pro forma amounts  indicated below for
    the year ended June 30, 2000.

        Net income as reported                        $  200,417
        Net income pro forma                             185,417
        Net  income  per share is not  different  for
          pro forma  purposes  compared to net income
          as reported.

    Fair value was  determined  using the Black  Scholes  option - pricing model
    with the following  assumptions.  No expected dividends,  volatility of 80%,
    risk-free interest rate of 6.4% and expected lives of seven years.

(5) Commitments and Contingencies
    (a) Royalty Agreement
        The Company had a royalty agreement with BioStar Medical Products,  Inc.
        (BioStar) whereby the Company paid 5% of certain product sales, up to an
        aggregate of $600,000,  in royalties.  As of June 30, 1999,  $600,000 of
        cumulative  royalties  has been paid to  BioStar  and no future  royalty
        obligation exists.  Royalty expense under this agreement totaled $61,000
        for the year ended June 30, 1999.



<PAGE>


    (b) Leases
        The Company is  obligated  under  various  noncancelable  operating  and
        capital leases  primarily for its operating  facility and certain office
        equipment.  The leases  generally  require  the  Company to pay  related
        insurance  costs,  maintenance  costs and taxes.  Future  minimum  lease
        payments under  noncancelable  leases with initial or remaining terms in
        excess of one year as of June 30, 2000, are as follows:

                                                Capital     Operating
                                                leases       leases
                                               ----------   ----------

        Years ending June 30:
          2001                               $   19,667      142,104
          2002                                   32,921       18,511
          2003                                   30,337        7,248
          2004                                    2,486        7,248
          2005                                       --        1,812
                                               ----------   ----------

               Total future minimum lease        85,411      176,923
        payments                                            ==========

        Less amount representing interest        (9,555)
                                               ----------

              Present value of minimum           95,856
        lease payments

        Less current portion                    (19,667)
                                               ----------

                                             $   56,189
                                               ==========

        Rent expense  totaled  $100,000 and $96,000 for the years ended June 30,
        2000 and 1999, respectively.

    (c) Employment Agreements
        The Company  has  employment  agreements  with  certain  key  employees,
        certain of whom are also stockholders. In addition to salary and benefit
        provisions,  these  agreements  include defined  commitments  should the
        employees terminate their employment with or without cause.

(6) Income Taxes
    Income tax (expense)  benefit differed from the amounts computed by applying
    the U.S.  federal income tax rate of 34% to pretax income (loss) as a result
    of the following:

                                                 2000         1999
                                              -----------  -----------

    Computed exported tax expense (benefit)  $  68,000     (275,000)
     Reduction (increase) in income taxes
     resulting from:
      State and local taxes, net of federal
        benefit                                  7,900       32,000
       Permanent differences                   (35,000)     (35,000)
       Impact of foreign loss not
        deductible in the United States         45,000        --
       Change in valuation allowance           (85,900)     278,000
                                              -----------  -----------
                                              -----------  -----------

                                             $    --          --
                                              ===========  ===========

    At June 30, 2000,  the Company has a net  operating  loss  carryforward  for
    income tax purposes of approximately  $3,150,000  expiring during the period
    from  2006 to  2020.  Research  and  development  tax  credit  carryforwards
    approximate   $225,000.   The  future  utilization  of  the  operating  loss
    carryforwards or the time period in which the  carryforwards may be utilized
    could be limited if certain  historical  stockholders  of REAADS  sell their
    shares within two years of the purchase of Gray Wolf.

    As of  June  30,  2000,  the  Company  had a gross  deferred  tax  asset  of
    approximately  $1,150,000  relating primarily to the Company's net operating
    losses and  research  and  development  credit  carryforwards.  A  valuation
    allowance in the amount of the  deferred tax asset has been  recorded due to
    management's  determination that it is not more likely than not that the tax
    assets will be utilized.

(7) Related Party Transactions
    The  Company  has  entered  into  product  development,   manufacturing  and
    distribution agreements with Chugai, which provide certain rights for Chugai
    to distribute the Company's products in Japan.

    Amounts due from an officer are due in 2001, and do not bear interest.

(8) Concentration of Credit Risk
    The  Company's  customers  are  principally  located in the  United  States,
    although  there  are  significant  foreign  customers.  The  Company  has  a
    distribution  agreement  with  Cambridge Life Sciences plc to distribute the
    Company's   products  in  Europe.   The  Company  performs  periodic  credit
    evaluations  of its  customers'  financial  condition but generally does not
    require collateral for receivables.

    Chugai is the Company's largest customer, representing approximately 17% and
    16% of sales in the years  ended June 30, 2000 and 1999,  respectively,  and
    approximately  9% and 20% of accounts  receivable at June 30, 2000 and 1999,
    respectively.

 (9)  Reportable Segments
    The  Company  has two  segments  of  business,  domestic  and  international
    operations.   International   operations   primarily  transacts  sales  with
    customers  in the United  Kingdom  and  Europe,  while  domestic  operations
    transact all other sales. The following table sets forth selected  financial
    data for these  segments for the year ended June 30, 2000.  As the operating
    structure was one segment in 1999 comparative information is not provided:

                                       Year ended June 30, 2000
                                   ----------------------------------
                                   Domestic    International Total
                                   ----------  ----------   ---------

    Net sales - external
    customers
    Net sales - internal         $ 3,101,872    799,758     3,901,630
                                         --    (356,677)    (356,677)
                                   ----------  ----------   ---------
                                   ----------  ----------   ---------

          Total net sales        $ 3,101,872    443,081     3,544,953
                                   ==========  ==========   =========
                                   ==========  ==========   =========

    Depreciation and                                         149,076
    amortization                 $  146,180       2,896
                                   ==========  ==========   =========
                                   ==========  ==========   =========

    Interest expense             $ (148,854)         --     (148,854)
                                   ==========  ==========   =========
                                   ==========  ==========   =========

    Net income (loss)            $  333,861    (133,444)     200,417
                                   ==========  ==========   =========
                                   ==========  ==========   =========

    Segment assets               $ 2,139,779    150,608     2,290,387
                                   ==========  ==========   =========



<PAGE>


 (10) Fourth-Quarter Adjustments (Unaudited)
    Year-end  adjustments,  which are  primarily  comprised  of  differences  in
    inventory  valuation,  unrecorded  liabilities for foreign sales activities,
    and  capitalization  of  software  development  costs,  had a  statement  of
    operation's impact as follows:

                                    Increase
                                   (decrease)
                                     to net            Increase
                                     income           (decrease)
                                      and               in net
                                  accumulated           income
                                    deficit           per share
                                  ----------         ----------

Quarter ended September        $   (77,815)              --
30, 1999
Quarter ended December             (82,305)              --
31, 1999
Quarter ended March 31,             12,036               --
2000
Quarter ended June 30,             245,940               .01
2000
                                 ----------          ----------
                               $    97,856               .01
                                ==========           ==========




<PAGE>


                                   SIGNATURES

           In  accordance  with  Section 13 or 15(d) of the  Exchange  Act,  the
Registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized, on this 2nd day of October 2000.

                                       CORGENIX MEDICAL CORPORATION

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


           In  accordance  with the  Exchange  Act,  this report has been signed
below by the following persons on behalf of the Registrant and in the capacities
and on the dates indicated.

Signatures                              Title                    Date



/s/ Luis R. Lopez               Chairman of the Board      October 2, 2000
----------------------          Chief Executive Officer
 Luis R. Lopez                  (principal executive officer)


/s/ Douglass T. Simpson         President, (principal       October 2, 2000
-----------------------         and accounting officer)
Douglass T. Simpson             Director


/s/ Brian E. Johnson            Director                    October 2, 2000
-----------------------
Brian E. Johnson