SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
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                                   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, 2002

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

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              Nevada                           93-1223466
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  (State or other jurisdiction of  (I.R.S. Employer Identification No.)
  incorporation or organization)
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                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: $4,857,682 The
aggregate market value of the voting stock held by non-affiliates of the issuer
was $1,289,660 as of September 28, 2002.

The number of shares of Common Stock outstanding was 5,219,076 as of September
20, 2002.

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, 2002.


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                                     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
the research, development, manufacture, and marketing of in vitro (outside the
body) diagnostic products for use in disease detection and prevention (the
"Diagnostics Products Business"). We currently sell 142 Diagnostic Products (the
"Diagnostic Products") on a worldwide basis to hospitals, clinical laboratories,
commercial reference laboratories, and research institutions.

      Our corporate headquarters 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., which was founded in June 1990. We have two 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 Diagnostic
        Products.

o       Corgenix (UK) Ltd., ("Corgenix UK"), formerly incorporated in the United
        Kingdom in 1996 as REAADS Bio-Medical Products (UK) Limited, and is
        located in Peterborough, England. Corgenix UK manages the Diagnostic
        Business' international sales and marketing activities except for
        distribution in North America and Japan which is under the
        responsibility of Corgenix, Inc.



The Diagnostics Products Business

      Introduction

      Our Diagnostics 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 142 Diagnostics 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"));

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 Diagnostic Products, we are actively developing
new laboratory tests in other important diagnostic testing areas. See "-- Other
Strategic Relationships." We manufacture and market to clinical laboratories and
other testing sites worldwide. Our customers include large and emerging health
care companies such as Instrumentation Laboratories, Helena Laboratories,
Cambridge Life Sciences plc, and Chugai Diagnostics Science ("Chugai" or "CDS"),
a wholly owned subsidiary of Chugai Pharmaceuticals Co., Ltd. ("Chugai Pharma"),
which owns approximately 4.2% of the Common Stock of the Company. See "-- Chugai
Strategic Relationship."



<PAGE>


      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.

<PAGE>



      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 into Additional Market Segments for Existing Products. We intend to
      investigate additional market opportunities for both clinical and research
      applications of our existing products.



<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 fifteen products,
including tests for: antinuclear antibodies (ANA) screening, dsDNA, Sm, SM/RNP,
SSA, SSB, Jo-1, Scl-70, Histones, Centromere, Mitochondria, MPO, PR3,
Thyroglobulin and thyroid peroxidase.

      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 manufacture and market eleven products for antiphospholipid antibody
testing, which in the fiscal year ended June 30, 2002 represented approximately
51% 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; and
anti-Prothrombin ("aPT") IgG and 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>

      We market seven tests for vascular diseases. We manufacture four products,
and three others are manufactured for us by other companies. Protein C Antigen
ELISA, Protein S Antigen ELISA, Monoclonal Free Protein S ELISA, von Willebrand
Factor Antigen ELISA, abp von Willebrand Factor Activity Test; GTI Platelet
Factor 4 Test and abp Ristocetin.

      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.


      Liver Disease Products

      We manufacture a test to quantitate hyaluronic acid ("Hyaluronic Acid" or
"HA") in a Microplate format. The product has been distributed through the
Chugai distribution network in Japan under the Chugai Diagnostic Sciences label
since 1996, and through our United Kingdom subsidiary in the United Kingdom
since 1998. On June 30, 2001, we signed a license agreement with CDS whereby we
have the exclusive rights to manufacture and market the HA product worldwide
except for Japan. See "-- Chugai Strategic Relationship."

      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 leaks 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 products for the detection and diagnosis of certain infectious
disease organisms and other clinical laboratory tests. 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, herpes, gonorrhea, mycobacterium tuberculosis (the causative
agent of tuberculosis), syphilis, cryptococcal antigen, toxoplasma,
mononucleosis, cytomegalovirus, varicella zoster, Epstein Barr virus, mumps,
measles and Stat-Crit (for measurement of hemoglobin and hematocrit).


      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. We believe that
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 diagnostic 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, Brazil, Canada,
Chile, Denmark, Egypt, Finland, France, Germany, Greece, Guatemala, Hong Kong,
Hungary, India, Ireland, Israel, Italy, Japan, Korea, Kuwait, Lebanon, Malaysia,
Mexico, The Netherlands, Norway, Paraguay, Peru, Portugal, Saudi Arabia,
Singapore, South Africa, South Korea, Spain, Sweden, Switzerland, Thailand,
Turkey, the United Kingdom, and Uruguay. 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 label 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 20,000 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 2000, and in July 2002 received EN ISO 9001:1996, and EN
ISO 13485:2000 certification.

      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.  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 20, 2002, owned approximately 4.2 % 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. Said rights have never been exercised by Chugai.



<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. It
expired August 26, 2001.


      Joint Development of Corgenix Products. In 1993, Corgenix and Chugai
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
was granted 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 the
product launched in Japan by Chugai. The HA Manufacturing Agreement has been
amended several times.

      Uncertainity as to Future Orders for HA from Chugai for Japan. Chugai has
unexpectedly not forecast any orders for HA for Japan after November 2002. Our
management has not determined Chugai's intent with respect to orders of HA after
November 2002 and we are trying to determine the status of these orders. As we
are unclear whether or not Chugai will place orders after November 2002, we are
internally not projecting any orders by Chugai of HA after November 2002.

      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, and expired on June 30, 2001 with the execution of the HA License
Agreement (defined below).

      HA License Agreement. On June 30, 2001, Corgenix and Chugai executed a
license agreement (the "HA License Agreement") whereby Corgenix was granted
exclusive worldwide rights to manufacture and market the HA product (except for
Japan). The HA License Agreement is initially for a five-year period with
certain extension rights. The HA License Agreement establishes certain
performance requirements for Corgenix, and provides early cancellation of
exclusivity if we do not meet those performance goals. The HA License Agreement
is the only international distribution right currently granted by Chugai to the
Company.


      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 expired in June 2001 and has been automatically extended for an additional
one-year term. abp also sells this test under our label through its distribution
network. Under the terms of a separate distribution agreement, abp sells 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.

      RhiGene, Inc. RhiGene is a Des Plaines, Illinois based company which is a
wholly owned subsidiary of Medical & Biological Laboratories Company, Ltd.,
("MBL") of Nagoya, Japan. In March 2002 we signed a distribution agreement with
RhiGene which will grant us exclusive rights to distribute RhiGene's complete
diagnostic line of autoimmune testing products in North and South America. The
arrangement will also provide us with rights to certain other international
markets. In July 2002, MBL made a $500,000 strategic investment in the Common
Stock of our company. As part of the investment agreement, MBL will have
warrants to purchase additional shares of our Common Stock for a total potential
investment of $1,000,000.

      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."

      During fiscal 2002 and 2001, we spent $566,000 and $322,000, respectively,
for research and development. We expect research and development spending to
increase significantly during 2002.

      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
and have fifteen contract research projects as of September 2002. The following
summarizes our current product and technology development programs:

      Vascular Disease 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,
IgG anti-Prothrombin and IgM anti-Prothrombin (aPT), were cleared by the FDA in
April 2001. Five additional products in this area and two products in the
coagulation area are in various stages of development, and we expect to file
applications with the FDA in 2002-2003. 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.

      Competition



<PAGE>


      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, Diagnostica
Stago, American Bioproducts, Helena Laboratories Corporation (an existing
licensee of Corgenix technology), Organon Teknika, Helix Diagnostic Hemagen
Diagnostics, Sigma Diagnostics, The Binding Site and IVAX Diagnostics. 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 two United States
patents that expire in 2004 and 2010 respectively. 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 agreements with Chugai, we have
a license to use the Chugai patents to manufacture this product for worldwide
distribution, and marketing rights worldwide except Japan. See "-- Chugai
Strategic Relationship."

      Patent applications in the United States are maintained in secrecy until
patents are issued. 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. In fiscal 2002 the Company did not
incur any costs to defend our patents. 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.

      Where 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 81% for the fiscal year
end June 30, 2002 and 71% in fiscal 2001, were products that 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,
pre-market 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 pre-market 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) pre-market
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)
pre-market 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
"Centers for Medicare and Medicaid Services" ("CMS"), formerly 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 CMS. 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 CMS.


      Employees (for Consolidated Entity)

      As of September 20, 2002, we employed 43 employees, 39 full time and 4
part-time. Of these, 6 hold advanced scientific or medical degrees. None of
Corgenix's employees are 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 August 31, 2006. We also lease approximately 1,400 square feet of office
space in Peterborough, Cambridgeshire, United Kingdom under a lease that expires
October 6, 2006 and is intended to be renewed. We believe that suitable
additional or alternative space will be available on commercially reasonable
terms as needed, and 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.

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

      There were no matters submitted during the fourth quarter of the fiscal
year covered by this Report to a vote of stockholders, through the solicitation
of proxies, or otherwise.


                              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.

      Our Common Stock is traded on the OTC Bulletin Board (R) under the symbol
"COGX". On September 20, 2002, the last bid price of our Common Stock on the OTC
Bulletin Board (R) as reported by the OTC Bulletin Board (R) was $0.31.

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

               Stock Price Dates                   Stock    Price
                                                       Ranges
                                                    High      Low

      Fiscal Year 2002
      Quarter Ended:
           September 30, 2001                       $0.31     $0.16
           December 31, 2001                        $0.25     $0.09
           March 31, 2002                           $0.16     $0.125
           June 30, 2002                            $0.35     $0.13

      Fiscal Year 2001
      Quarter Ended:
           September 30, 2000                       $1.55     $0.65
           December 31, 2000                        $1.25     $0.45
           March 31, 2001                           $3.60     $0.95
           June 30, 2001                            $2.50     $1.10

      On September 20, 2002 there were approximately 173 holders of record of
our 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 our 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 our Common Stock under the terms of a promissory note to
Vectra Bank ("Vectra") without the consent of Vectra.

      Stock Issuance

          From July 1, 2001 through June 30, 2002, we sold a total of 237,300
shares of Common Stock at $.8772 per share for a total of $208,159 to 12
accredited investors and one foreign investor. The sales were made in reliance
upon the exemption from the registration requirements of the Securities Act of
1933, as amended, provided by Section 4 (2) of the Securities Act. The shares
were not registered under federal or state securities laws, and, therefore, will
be "restricted securities" as such term is defined in Rule 144 promulgated under
the Securities Act. The Company intends to use the proceeds of the private
placement to assist in the market and regulatory development of the Company's HA
diagnostic test, acquire capital equipment, reduce short-term debt, accelerate
research and development of new products and for general working capital.


      Issuance of Warrants

      The Company issued in March 2002, for $200, warrants to purchase 200,000
shares of its common stock at prices ranging from $1.00 to $1.75 per share to a
consultant to the Company, pursuant to a services agreement. The warrants were
issued to the consultant in exchange for investor relations services to be
provided to the Company. The warrants were to vest in blocks of 50,000 warrants
at the various exercise prices if and when the Company's common stock trades at
prices ranging from $1.25 to $2.00 for ten continuous trading days each. The
Services Agreement and the Warrants were terminated in August 2002. No warrants
had vested at the time of the termination.

On April 12, 2001, we issued warrants to purchase 225,000 shares of common stock
of Corgenix to a consultant to the Company. The warrants were issued to the
consultant in exchange for financial advisory services to be provided to the
Company. Warrants to purchase 45,000 shares vested ratably over the first year.
The remaining 180,000 warrants were to vest only if defined future events occur.
The service agreement and the remainder of the warrants were terminated by the
Company in October 2001. None of the additional warrants had vested at the time
of the termination. The warrants were issued in the form of four separate three
year common stock purchase warrants to purchase an aggregate 180,000 shares of
Corgenix common stock at an exercise price of $1.25 per share with customary
anti-dilution and "cashless" exercise provisions and certain stock price
performance goals. The warrants were issued with a purchase price of $.001 per
warrant for aggregate consideration of $900. The warrants may be assigned to
third parties by the consultant with the prior consent of Corgenix.

 All of the above warrants were issued in reliance upon the exemption from the
registration requirements of the Securities Act of 1933, as amended, provided by
Section 4 (2) of the Securities Act.


      Forward-Looking Statements

      This Form 10-KSB includes statements that are not purely historical and
are "forward-looking statements" within the meaning of Section 21E 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 Form 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
availability of necessary components, research and development programs and
distribution plans, are forward-looking statements. All forward-looking
statements included in this Form10-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.

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 142 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 if
in stock. Accordingly, we do not operate with a customer order 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, current revenue levels, or achieve 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, and (vii) changes in
the mix of products that we sell.

      Critical Accounting Policies

      The Company's consolidated financial statements are prepared in accordance
with accounting principles generally accepted in the United States ("GAAP") and
our significant accounting policies are summarized in Note 1 to the accompanying
consolidated financial statements. The preparation of financial statements in
conformity with GAAP requires management to make estimates and assumptions that
affect reported amounts of assets, liabilities, disclosure of contingent assets
and liabilities at the date of the financial statements and reported amounts of
revenues and expenses during the reporting period. Actual result could differ
significantly from those estimates.
      The Company maintains an allowance for doubtful accounts based on its
historical experience and provides for any specific collection issues that are
identified. Such allowances have historically been adequate to provide for our
doubtful accounts but involve a significant degree of management judgment and
estimation. Worse than expected future economic conditions, unknown customer
credit problems and other factors may require additional allowances for doubtful
accounts to provided for in future periods. Equipment and software are recorded
at cost. Equipment under capital leases is recorded initially at the present
value of the minimum lease payments. Depreciation and amortization is calculated
primarily using the straight-line method over the estimated useful lives of the
respective assets which range from 3 to 7 years. The internal and external costs
of developing and enhancing software costs related to website development, other
than initial design and other costs incurred during the preliminary project
stage, are capitalized until the software has been completed. Such capitalized
amounts will be amortized commencing when the website is placed in service on a
straight-line basis over a three-year period. When assets are sold, retired or
otherwise disposed of, the cost and related accumulated depreciation are
eliminated from the accounts and a gain or loss is recognized. Repair and
maintenance costs are expensed as incurred. We evaluate the realizability of our
long-lived assets, including property and equipment, whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable. Revenue is recognized upon shipment of products. Provisions are
made for sales discounts and allowances at the time product sales are
recognized. Research and development and advertising costs are expensed when
incurred.
Inventories are recorded at the lower of cost or market, using the first-in,
first-out method.

      Results of Operations

      Year Ended June 30, 2002 compared to 2001

      Net sales. Net sales for the year ended June 30, 2002 were approximately
$4,858,000, a 12.8% increase from approximately $4,308,000 in 2001 due to
continued expansion of our worldwide distribution network, overall product mix,
and revenue from new products. Product sales increased in most categories. Both
domestic sales and sales to international distributors increased from year to
year. Included in the sales increases were a 35.5% increase in sales to OEM
partners and a 36.4% increase in sales of Hyaluronic Acid Test Kits ("HA") to
Chugai for distribution in Japan. Chugai has been the Company's largest
customer, representing approximately 15.1% and 12.5% of sales in fiscal 2002 and
2001, respectively. Chugai has unexpectedly not forecasted any orders for HA
product after November 2002. Our management has not determined Chugai's intent
with respect to orders of HA product after November 2002 and we are trying to
determine the status of these orders. As we are unclear whether or not Chugai
will place orders after November 2002, we are internally not projecting any
orders by Chugai of HA after November 2002. The Company expects that the loss of
HA sales to Chugai after November 2002 will me made up via international sales
of HA in other areas of the world. The majority of the Company's sales increase
for the current fiscal year was due to higher unit volume (which increased
approximately 9.2%) as well as an increase in average price per unit sold of
approximately 5.3%. This was mainly attributable to increased direct domestic
sales relative to distributor/OEM sales (which generally are sold at lower unit
prices). Sales of products manufactured for us by other companies while still
relatively small, are expected to continue to increase during fiscal 2003.

      Cost of sales. Cost of sales increased 7.9% to approximately $1,771,000 in
2002 from approximately $1,641,000 in 2001, due to the increase in net sales.
Gross profit, as a percentage of sales, increased to 63.5% in 2002 from 61.9% in
2001 primarily due to increased sales of newer, higher margin products.

      Selling and marketing. Selling and marketing expenses increased 21.7% to
approximately $981,000 in 2002 from approximately $806,000 in 2001 due to
increases in commissions expense, increased advertising expense, increased
license fees, travel-related expenses associated with various conventions and
trade shows, outside services and payroll-related costs.

      Research and development. Research and development expenses increased
75.8% to approximately $566,000 in 2002 from approximately $322,000 in 2001.
Most of this increase came as a result of increased labor-related costs and
purchases and development costs of new products, most notably a joint proof of
principle development project.

      General and administrative. General and administrative expenses increased
3.4% to approximately $1,097,000 in 2002 from approximately $1,061,000 in 2001,
due to increases in occupancy costs, payroll-related costs and outside services
expense such as legal, accounting and consulting expenses. There was also an
increase in the provision for bad debts during the year.

      Interest expense. Interest expense increased 11.6% to approximately
$144,000 in 2002 from approximately $129,000 in 2001 due to new capital lease
obligations and notes, the effects of which was partially offset by reductions
in over-all interest rates.

      Expenses related to consumer healthcare business. In June 2002, the
Company determined that its consumer healthcare business and associated
operations via consumer websites were not strategic to the company's ongoing
objectives and core medical diagnostic kit business. Accordingly, the Company
decided to abandon and close its internet-based consumer business and all
related e-commerce sites managed and operated by its wholly owned subsidiary,
Health-outfitters.com, Inc. ("Ho.com"). The results of Ho.com's operations have
been included in continuing operations in the consolidated statements of
operations for the fiscal years ended June 30, 2002 and 2001. Since some of the
employees and office space of Ho.com have been redeployed into the Company's
core business, only those Ho.com expenses which are not expected to recur are
shown separately in the consolidated statements of operations. The operating
expenses of the consumer healthcare business not expected to recur increased
713.5% from $29,476 in fiscal 2001 to $210,311 in fiscal 2002. This increase was
primarily attributable to amortization of previously capitalized software costs,
increased labor-related costs, and costs associated with advertising and
promotion of the consumer healthcare products. The expense related to the
disposal of the consumer healthcare business assets amounted to $413,834 in
fiscal 2002 and was a result of the abandonment and write off of the unamortized
capitalized software costs. Amortization of $182,087 was recorded on such assets
during the year ended June 30, 2002. No comparable amortization was recorded
during the year ended June 30, 2001 because the website was not launched until
July 2001. Net sales related to the consumer healthcare business were $10,388
and $24 during the years ended June 30, 2002 and 2001, respectively.


      Liquidity and Capital Resources

      Cash used by operating activities was $197,983 for the current fiscal year
compared to cash provided by operating activities of $196,584 during the prior
fiscal year. The cash used in operations resulted primarily from the net loss
incurred during the current year, in addition to the Company's investment in
working capital resulting in an increase in accounts receivable, prepaid
expenses and other assets, offset by a substantial reduction of accounts
payable. The Company expects this trend to continue as its revenues increase.
The Company believes that uncollectible accounts receivable will not have a
significant effect on future liquidity, as a significant portion of its accounts
receivable are due from enterprises with substantial financial resources.

      Net cash used by investing activities, the purchase of equipment, was
$125,911 in fiscal 2002 compared to $231,559 for fiscal 2001. The decrease was
mainly attributable to a reduction in the amount of computer equipment required
by the Company in addition to spending on internally developed software.

      Net cash provided by financing activities amounted to $164,471 during
fiscal 2002 compared to $309,434 in the prior fiscal year. This decrease was due
to a smaller amount raised in the private sale of the Company's common stock,
which amount was $208,160 compared to $496,233 raised in the prior fiscal year.

      Historically, we have financed our operations primarily through long-term
debt and by sales of common and preferred stock. In 2002, as mentioned above, we
raised $208,160 before offering expenses through a private sale of common stock.

      We have also received financing for operations from sales of diagnostic
products and agreements with strategic partners. Accounts receivable increased
18.6% to $694,394 from $585,704 in 2001because of a general slow down in payment
by our customers brought about by global economic conditions. In 2002, our
accounts payable decreased 25.9% to $553,505 from $746,642 in 2001 due to a
concerted effort on our part to bring accounts payable more current

      Our principal sources of liquidity have been cash provided from operating
and financing activities, cash raised from the private sale of common stock
mentioned above, and long- term debt financing. We believe that we will continue
investigating new debt agreements and may sell additional equity securities in
fiscal year 2003 to develop the markets and obtain the regulatory approvals for
the HA products (see above), and to pursue all of our strategic objectives. We
believe that our current availability of cash, working capital, proceeds from
the issuance of common stock and cash flow from operations are adequate to meet
our ongoing needs for at least the next twelve months. At June 30, 2002, cash on
hand amounted to $164,378 compared to $320,140 at June 30, 2001. At June 30,
2002, the Company's available borrowings under its $300,000 line of credit with
Vectra Bank amounted to approximately $200,000. The available borrowings at June
30, 2002 were limited to a maximum of $275,000 based upon the calculation of the
borrowing base. On July 1, 2002, the Company received a $500,000 common stock
investment from Medical & Biological Laboratories Company, Ltd., a strategic
partner headquartered in Nagoya, Japan.

      On October 3, 2001, the Board issued FASB  Statement No. 144,  Accounting
for  the  Impairment  or  Disposal  of  Long-Lived   Assets,   which  addresses
financial   accounting   and  reporting  for  the  impairment  or  disposal  of
long-lived  assets.  While  Statement  No. 144  supersedes  FASB  Statement No.
121,  Accounting  for the  Impairment of Long-Lived  Assets and for  Long-Lived
Assets to Be Disposed  Of, it retains  many of the  fundamental  provisions  of
that   Statement.   Statement  No.  144  also  supersedes  the  accounting  and
reporting   provisions  of  APB  Opinion  No.  30,  Reporting  the  Results  of
Operations-Reporting  the Effects of  Disposal of a Segment of a Business,  and
Extraordinary,  Unusual and  Infrequently  Occurring  Events and  Transactions,
for the  disposal of a segment of a business.  The Company  does not expect the
impact of adopting SFAS No. 144 to be significant.

      In  April  2002,  the  FASB  issued  SFAS  No.  145,  "Recission  of FASB
Statement No. 4, 44 and 64,  Amendment of FASB  Statement No. 13, and Technical
Corrections."  This  statement  provides  guidance  on  the  classification  of
gains and losses  from the  extinguishment  of debt and on the  accounting  for
certain  specified lease  transactions.  SFAS No. 145 is not expected to have a
material impact on the Company.

      In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities," which addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies Emerging Issues Task Force ("EITF") Issue No. 94-3, Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring). Generally, SFAS
No. 146 requires that a liability for a cost associated with an exit or disposal
activity be recognized as incurred, whereas EITF Issue No. 94-3 required such a
liability to be recognized at the time that an entity committed to an exit play.
The Company is currently evaluating the provisions of the new rule, which is
effective for exit or disposal activities that are initiated after December 31,
2002.

      Risk Factors

      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 $4,259,707 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. We believe that we will have sufficient cash and borrowing
availability to satisfy our operating needs for at least the next year. If we
are not able to operate profitably and generate positive cash flows sufficient
for both the diagnostic business and the consumer products business, we may need
to raise additional capital to fund our operations. If we need additional
financing to meet our requirements, there can be no assurance that we will be
able to obtain such financing on terms satisfactory to us, if at all.
Alternatively, any additional equity financing may be dilutive to existing
stockholders, and debt financing, if available, may include restrictive
covenants. If adequate funds are not available, we might be required to limit
our research and development activities, our selling and marketing activities or
our plans to develop the Consumer Products Business, any of which could have a
material adverse effect on the future of the 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.

      Uncertainity  as to Future  Orders for  Hyaluronic  Acid Test Kits ("HA")
from Company's Largest Customer

      Chugai has unexpectedly not forecast any orders for HA after November
2002. Our management has not determined Chugai's intent with respect to orders
of HA after November 2002 and we are trying to determine the status of these
orders. As we are unclear whether or not Chugai will place orders after November
2002, we are internally not projecting any orders by Chugai of HA after November
2002.

      No Assurance of Successful or Timely Development of Additional Products

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

      Competition in the Diagnostics Industry

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

           Governmental Regulation of Diagnostics Products

      The testing, manufacture and sale of our products is subject to regulation
by numerous governmental authorities, principally the FDA and certain foreign
regulatory agencies. Pursuant to the Federal Food, Drug, and Cosmetic Act, and
the regulations promulgated there under, 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.

                                   Other Risks

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

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

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

      Risks Associated with Exchange Rates

      Our financial statements are presented in US dollars. At the end of each
fiscal quarter and the fiscal year, we convert the financial statements of
Corgenix UK, which operates in pounds sterling, into US dollars, and consolidate
them with results from Corgenix, Inc. We may, from time to time, also need to
exchange currency from 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 2002 Annual
Meeting of Shareholders, which will be filed with the Securities and Exchange
Commission within 120 days after June 30, 2002.

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 2002 Annual Meeting of Shareholders, which will be filed with
the Securities and Exchange Commission within 120 days after June 30, 2001.

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 2002 Annual Meeting of Shareholders, which will be filed with the Securities
and Exchange Commission within 120 days of June 30, 2002.

Item 12.  Certain Relationships and Related Transactions.

          On October 1, 2001, the Company entered into two notes payable with
one of its officers. The first note was for $67,460 and is payable by the
Company in monthly principal payments of $5,868 plus interest at 8% per annum
over a twelve month period. The second note was for 91,797 pounds sterling
(approximately $132,000) and is payable by the Company in monthly principal
payments of 4,004 pounds sterling (approximately $5,766 at June 30, 2002) plus
interest at 8% per annum over twenty-five months. There have not been any other
transactions, or series of similar transactions, since the beginning of the
Company's last fiscal year, or any currently proposed transaction, or series of
similar transactions, to which the Company or any of its subsidiaries was or is
to be a party, in which the amount involved exceeds $60,000 and in which any
director or executive officer of the Company, nominee for election as a
director, any five percent security holder or any member of the immediate family
of any of the foregoing persons had, or will have, a direct or indirect material
interest.



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

      a.  Index to and Description of Exhibits



<PAGE>




Exhibit
Number         Description of Exhibit


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

3.2      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.
         dated November 16, 1999 (filed as Exhibit 3.3 to the
         Company's filing on Form 10-QSB for the fiscal quarter
         ended December 31, 1999).

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

10.4     License Agreement dated June 30, 2001 between Chugai
         Diagnostic Science Co., Ltd. and Corgenix Medical
         Corporation.

10.9     Office Lease dated May 5, 2001 between Crossroads West LLC/Decook
         Metrotech LLC and Corgenix, Inc.

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 April 1, 2001 between Luis R.
         Lopez and the Company.

10.12    Employment Agreement dated April 1, 2001 between Douglass
         T. Simpson and the Company.

10.13    Employment Agreement dated April 1, 2001 between Ann L.
         Steinbarger and the Company.

10.14    Employment Agreement dated April 1, 2001 between Taryn G.
         Reynolds and the Company.

10.15    Employment Agreement dated April 1, 2001 between Catherine (O'Sullivan)
         Fink and the Company.

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).

10.24    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).

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

10.30    Employment Agreement dated March 1, 2001 between William H. Critchfield
         and the Company (filed as Exhibit 10.30 to the Company's filing on Form
         10-QSB for the fiscal quarter ended March 31, 2001).

10.31    Consulting Agreement dated April 10,2001 between Bathgate McColley
         Capital Group, LLC and the Company.

10.32    Warrant Agreement dated April 10, 2001 between Bathgate McColley
         Capital Group, LLC and the Company.

10.33    Sales Agent Agreement dated May 7, 2001 between Bathgate McColley
         Capital Group, LLC and the Company.

10.34*   Business Development and Consulting Agreement dated August
         27, 2002 between Ascendiant Capital Group, Inc. and the
         Company.

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

21.2     Promissory note dated October 1, 2001 between W.C. Fleming
         and the Corgenix UK, Ltd.

21.3     Promissory note dated October 1, 2001 between W.C. Fleming
         and Corgenix UK, Ltd.

21.4     Warrant Agreement dated October 11,2001 between Phillips
         V. Bradford and the Company.

21.5     Warrant Agreement dated October 11,2001 between Charles F.
         Ferris and the Company.

21.6     Underlease Agreement dated October 3, 2001 between G.V.
         Callen, A.G. Pirmohamed and Corgenix UK, Ltd.

21.7     Financial Public Relations Agreement dated March 15, 2002
         between the Liolios Group, Inc. and the Company.

21.9     Warrant Agreement dated March 15, 2002 between the Liolios
         Group, Inc. and the Company.

21.8     Distribution Agreement and OEM Agreement dated March 14,
         2002 between RhiGene, Inc. and the Company.

23.1*    Consent of SR Howell &Co.

23.2*    Consent of  KPMG LLP

23.3*    Certification of  Periodic Report

*  Filed herewith.

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

            None



<PAGE>


             BUSINESS DEVELOPMENT & CONSULTING SERVICES AGREEMENT


This Business Development & Consulting Services Agreement (the "Agreement") is
entered into this 27th day of August, 2002 by and between Ascendiant Capital
Group, Inc., a Nevada corporation (hereinafter referred to as, "Consultant"),
and Corgenix Medical Corporation (CONX) (hereinafter referred to as, "Client"),
a Nevada corporation, (collectively referred to as the "Parties") with reference
to the following:

Preliminary Statement: The Client desires to be assured of the association and
services of the Consultant in order to avail itself of the Consultant's
experience, skills, abilities, knowledge, relationships, and background to
facilitate business development matters and is therefore willing to engage
Consultant upon the terms and conditions set forth herein. Consultant desires to
be assured, and Client desires to assure Consultant, that, if Consultant
associate with Client and allocates its resources necessary to provide Client
with its business development and consulting services, Consultant will be paid
the consideration described herein and said consideration will be nonrefundable,
regardless of the circumstances.

Consultant agrees to be engaged and retained by Client upon the terms and
conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises
hereinafter set forth and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties hereto agree as
follows:

1.    Engagement. Client hereby engages Consultant on a non-exclusive basis, and
      Consultant hereby accepts the engagement to become a business development
      Consultant to Client and to render such advice, consultation, information,
      and services to the Directors and/or Officers of Client regarding general
      business matters including, but not limited to the following:

1.1   International Business Development. Consultant will pursue international
      business development initiatives in Asia and South America on behalf of
      Client through Consultant's affiliates, Ascendiant - Asia, LLC and
      Ascendiant - South America, LLC, which may involve sub-licensing and other
      forms of distribution and/or joint venture agreements. The intended goal
      of these efforts over the term of this agreement is to achieve, at a
      minimum, a letter of intent with a strategic distribution partner in
      Brazil and in the People's Republic of China, which will ultimately lead
      to definitive distribution agreements for Client's product(s).

2.0   Compensation to Consultant. As express consideration for Consultant
      entering into this Agreement, Client agrees to pay Consultant $30,000 (the
      "Engagement Fee"), with one-half ($15,000) paid upon signing, and the
      balance of $15,000 paid on October 10, 2002.

      Note: Consultant shall have no obligation to perform any duties provided
      for herein if full payment of the engagement fee is not received within
      the time described herein this Section 2.

2.1   Expenses. Client shall reimburse Consultant for reasonable expenses
      incurred in performing its duties pursuant to this Agreement (including
      printing, postage, express mail, photo reproduction, domestic travel &
      lodging, and long distance telephone and facsimile charges); provided,
      however, that for any expenses over $500, Consultant must receive prior
      written approval from Client. Such reimbursement shall be payable within
      seven days of Consultant's invoice. Client will not be responsible for any
      international travel by Consultant.

2.2   Additional Fees. Client and Consultant shall mutually agree upon any
      additional fees that Client may pay in the future for services rendered by
      Consultant under this Agreement. Such additional agreement(s) may,
      although there is no requirement to do so, be attached hereto and made a
      part hereof as Exhibits beginning with Exhibit A.

3.    Indemnification.  The  Client  agrees  to  indemnify  and  hold  harmless
      ---------------
      Consultant  against any and all  liability,  loss and costs,  expenses or
      damages,  including  but not limited to, any and all expenses  whatsoever
      reasonably incurred in investigating,  preparing or defending against any
      litigation,   commenced  or  threatened,   or  any  claim  whatsoever  or
      howsoever  caused by reason of any  injury  (whether  to body,  property,
      personal or business character or reputation)  sustained by any person or
      to any  person  or  property,  arising  out of any act,  failure  to act,
      neglect,  any untrue or alleged  untrue  statement of a material  fact or
      failure to state a material fact which  thereby  makes a statement  false
      or misleading, or any breach of any material representation,  warranty or
      covenant   by  Client  or  any  of  its  agents,   employees,   or  other
      representatives.  Nothing  herein is  intended  to nor  shall it  relieve
      Consultant   from  liability  for  its  own  willful  act,   omission  or
      negligence.  All  remedies  provided  by  law,  or  in  equity  shall  be
      cumulative and not in the alternative.

4.    Confidentiality.
      ---------------
4.1   Consultant and Client each agree to keep confidential and provide
      reasonable security measures to keep confidential information where
      release may be detrimental to their respective business interests.
      Consultant and Client shall each require their employees, agents,
      affiliates, other licensees, and others who will have access to the
      information through Consultant and Client respectively, to first enter
      appropriate non-disclosure Agreements requiring the confidentiality
      contemplated by this Agreement in perpetuity.

4.2   Consultant will not, either during its engagement by the Client pursuant
      to this Agreement or at any time thereafter, disclose, use or make known
      for its or another's benefit any confidential information, knowledge, or
      data of the Client or any of its affiliates in any way acquired or used by
      Consultant during its engagement by the Client. Confidential information,
      knowledge or data of the Client and its affiliates shall not include any
      information that is, or becomes generally available to the public other
      than as a result of a disclosure by Consultant or its representatives.

5.    Miscellaneous Provisions.
      ------------------------
5.1   Amendment and Modification.  This Agreement may be amended,  modified and
      --------------------------
      supplemented only by written agreement of Consultant and Client.

5.2   Assignment. This Agreement and all of the provisions hereof shall be
      binding upon and inure to the benefit of the parties hereto and their
      respective successors and permitted assigns. The obligations of either
      party hereunder cannot be assigned without the express written consent of
      the other party.

5.3   Governing Law; Venue. This Agreement and the legal relations among the
      parties hereto shall be governed by and construed in accordance with the
      laws of the State of California, without regard to its conflict of law
      doctrine. Client and Consultant agree that if any action is instituted to
      enforce or interpret any provision of this Agreement, the jurisdiction and
      venue shall be the City of Irvine, Orange County, California.

5.4   Attorneys' Fees and Costs. If any action is necessary to enforce and
      collect upon the terms of this Agreement, the prevailing party shall be
      entitled to reasonable attorneys' fees and costs, in addition to any other
      relief to which that party may be entitled. This provision shall be
      construed as applicable to the entire Agreement.

5.5   Survivability. If any part of this Agreement is found, or deemed by a
      court of competent jurisdiction, to be invalid or unenforceable, that part
      shall be severable from the remainder of the Agreement.

5.6   Facsimile Signatures. The Parties hereto agree that this Agreement may be
      executed by facsimile signatures and such signature shall be deemed
      originals. The Parties further agree that within ten (10) days following
      the execution of this Agreement, they shall exchange original signature
      pages.

6.    Arbitration. All disputes, controversies, or differences between client,
      consultant, or any of their officers, directors, legal representatives,
      attorneys, accountants, agents or employees, or any customer or other
      person or entity, arising out of, in connection with or as a result of
      this agreement, shall be resolved through arbitration rather than through
      litigation. With respect to the arbitration of any dispute, the
      undersigned hereby acknowledge and agree that:

A.    Arbitration is final and binding on the parties;

B.    The parties waive their right to seek remedy in court, including their
           right to jury trial;

C.    Pre-arbitration discovery is generally more limited and different from
           court proceeding;

D.    The arbitrator's award is not required to include factual findings or
           legal reasoning and any party's right of appeal or to seek
           modification of ruling by the arbitrators is strictly limited;

E.    This arbitration provision is specifically intended to include any and
           all statutory claims which might be asserted by any party;

F.    Each party hereby agrees to submit the dispute for resolution to the
           American Arbitration Association in Orange County, California
           within five (5) days after receiving a written request to do so
           from the other party;

G.    If either party fails to submit the dispute to arbitration on request,
           then the requesting party may commence an arbitration proceeding,
           but is under no obligation to do so;

H.    Any hearing scheduled after an arbitration is initialed shall take place
           in the City of Irvine, Orange County, California;

I.    If either party shall institute a court proceeding in an effort to
           resist arbitration and be unsuccessful in resisting arbitration or
           shall unsuccessfully contest the jurisdiction of any arbitration
           forum located in the City of Irvine, Orange County, California,
           over any matter which is the subject of this agreement, the
           prevailing party shall be entitled to recover from the losing party
           its legal fees and any out-of-pocket expenses incurred in
           connection with the defense of such legal proceeding or its efforts
           to enforce its rights to arbitration as provided for herein;

J.    The parties shall accept the decision of any award as being final and
           conclusive and agree to abide thereby;

K.    Any decision may be filed with any court as a basis for judgment and
           execution for collection.


7.    Term/Termination. This Agreement is an agreement for the term of three (3)
      months ending November 27, 2002 and is effective as of the date first
      written above. Should Consultant achieve the intended goals of this
      agreement as outlined in Section 1.1, Client agrees that, in good faith,
      it will consider an extension of this agreement with Consultant.
8.    Representations, Warrants and Covenants.  The Client represents,
      ---------------------------------------
      warrants and covenants to the Consultant as follows:

      The Client has the full authority, right, power and legal capacity to
      enter into this Agreement and to consummate the transactions which are
      provided for herein. The execution of this Agreement by the Client and its
      delivery to the Consultant, and the consummation by it of the transactions
      which are contemplated herein have been duly approved and authorized by
      all necessary action by the Client's Board of Directors and no further
      authorization shall be necessary on the part of the Client for the
      performance and consummation by the Client of the transactions which are
      contemplated by this Agreement.

      The business and operations of the Client have been and are being
      conducted in all material respects in accordance with all applicable laws,
      rules and regulations of all authorities which affect the Client or its
      properties, assets, businesses or prospects. The performance of this
      Agreement shall not result in any breach of, or constitute a default
      under, or result in the imposition of any lien or encumbrance upon any
      property of the Client or cause acceleration under any arrangement,
      agreement or other instrument to which the Client is a party or by which
      any of its assets are bound. The Client has performed in all respects all
      of its obligations which are, as of the date of this Agreement, required
      to be performed by it pursuant to the terms of any such agreement,
      contract or commitment.

9.    Non-Circumvention.  In and  for  valuable  consideration,  Client  hereby
      -----------------
      agrees that Consultant may introduce (whether by written,  oral, data, or
      other  form  of  communication)  Client  to  one or  more  opportunities,
      including,  without limitation,  natural persons,  corporations,  limited
      liability  companies,   partnerships,   unincorporated  businesses,  sole
      proprietorships  and similar  entities  (hereinafter an  "Opportunity" or
      "Opportunities").   Client  further  acknowledges  and  agrees  that  the
      identity  of  the  subject  Opportunities,   and  all  other  information
      concerning an  Opportunity  (including  without  limitation,  all mailing
      information,  phone and fax numbers,  email  addresses  and other contact
      information)  introduced  hereunder are the property of  Consultant,  and
      shall be treated as confidential  and proprietary  information by Client,
      it affiliates,  officers,  directors,  shareholders,  employees,  agents,
      representatives,  successors  and  assigns.  Client  shall  not use  such
      information,  except in the context of any arrangement with Consultant in
      which  Consultant  is directly and actively  involved,  and never without
      Consultant'  prior written  approval.  Client further agrees that neither
      it nor its  employees,  affiliates  or  assigns,  shall  enter  into,  or
      otherwise  arrange  (either for  it/him/herself,  or any other  person or
      entity) any  business  relationship,  contact any person  regarding  such
      Opportunity,  either directly or indirectly, or any of its affiliates, or
      accept any  compensation  or  advantage  in relation to such  Opportunity
      except as directly though Consultant,  without the prior written approval
      of Consultant.  Consultant are relying on Client's  assent to these terms
      and  their  intent  to be  bound  by  the  terms  by  evidence  of  their
      signature.  Without  Client's  signed  assent to these terms,  Consultant
      would  not  introduce  any  Opportunity  or  disclose  any   confidential
      information to Client as herein described.

10.   Notices. Any notice or other communication required or permitted hereunder
      must be in writing and sent by either (i) certified mail, postage prepaid,
      return receipt requested and First Class mail; or (ii) overnight delivery
      with confirmation of delivery; or (iii) facsimile transmission with an
      original mailed by first class mail, postage prepaid, addressed as
      follows:

      To the Client:                            To the Consultant:
      Attn: William H. Critchfield,            Attn:    Bradley   J.   Wilhite,
      CFO                                      Managing Director
      Corgenix Medical Corporation             Ascendiant Capital Group, Inc.
      12061 Tejon Street                       18881 Von Karman - Ste 1600
      Westminster, CO  80234                   Irvine, CA 92612
      Facsimile No.: (303) 457-4519            Facsimile: (949) 756-1090

      or in each case to such other address and facsimile number as shall have
      last been furnished by like notice. If mailing is impossible due to an
      absence of postal service, and other methods of sending notice are not
      otherwise available, notice shall be hand-delivered to the aforesaid
      addresses. Each notice or communication shall be deemed to have been given
      as of the date so mailed or delivered, as the case may be; provided,
      however, that any notice sent by facsimile shall be deemed to have been
      given as of the date sent by facsimile if a copy of such notice is also
      mailed by first class mail on the date sent by facsimile; if the date of
      mailing is not the same as the date of sending by facsimile, then the date
      of mailing by first class mail shall be deemed to be the date upon which
      notice given.

11.   Counterparts.  This  Agreement may be executed  simultaneously  in one or
      ------------
      more counterparts,  each of which shall be deemed an original, but all of
      which together shall constitute one and the same instrument.

12.   Preliminary  Statement.  The Preliminary Statement is incorporated herein
      ----------------------
      by this reference and made a material part of this Agreement.


<PAGE>



                            *** SIGNATURES FOLLOW ***

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly
executed, all as of the day and year first above written.

CLIENT:                             CONSULTANT:

Corgenix Medical Corporation (CONX)       Ascendiant Capital Group, Inc.

---------------------------------         ---------------------------------
Name                                           Bradley J. Wilhite,
Its:  _____________________________            Its Managing Director
Date:  ___________________________             Date:
-----------------------------


<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 August 15, 2002,
relating to the balance sheets of Corgenix UK Limited as of June 30, 2002 and
2001, and the related financial statements for each of the years in the two-year
period ended June 30, 2002, and all related schedules, which reports appears in
the June 30, 2002, annual report on Form 10-KSB of Corgenix Medical Corporation.


                                 SR HOWELL & CO


Ramsey, UK
August 21, 2002


<PAGE>


                         Consent of Independent Auditors




The Board of Directors
Corgenix Medical Corporation:

We consent to incorporation by reference in the registration statements (Nos.
333-55682 and 333-69775) on Form S-8 of Corgenix Medical Corporation of our
report dated August 23, 2002, with respect to the consolidated balance sheets of
Corgenix Medical Corporation and subsidiaries as of June 30, 2002 and 2001, and
the related consolidated statements of operations and comprehensive income,
stockholders' equity (deficit) and cash flows for the years then ended, which
reports appears in the June 30, 2002, annual report on Form 10-KSB of Corgenix
Medical Corporation.




                                    KPMG LLP


Denver, Colorado
September 19, 2002







<PAGE>



                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES

                        Consolidated Financial Statements

                             June 30, 2002 and 2001

                  (With Independent Auditors' Report Thereon)


<PAGE>



                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES


Index to Consolidated Financial Statements


                                                                Page



Independent Auditors' Report                                     F-1

Consolidated Balance Sheets as of June 30, 2002 and 2001         F-2

Consolidated Statements of Operations and Comprehensive
  Income for the years ended June 30, 2002 and 2001              F-3

Consolidated Statements of Stockholders' Equity (Deficit)
  for the years ended June 30, 2002 and 2001                     F-4

Consolidated Statements of Cash Flows for the years ended
  June 30, 2002 and 2001                                         F-5

Notes to Consolidated Financial Statements                       F-6


<PAGE>


                                       F-3









                          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, 2002 and 2001, and the
related consolidated statements of operations and comprehensive income,
stockholders' equity (deficit) and cash flows for each of the years in the
two-year period ended June 30, 2002. 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 years ended June 30, 2002 and 2001, which
statements reflect total assets constituting 14 percent and 14 percent and net
sales constituting 25 percent and 24 percent, 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, 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, 2002 and 2001, 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.



Denver, Colorado
August 23, 2002


<PAGE>



                     CORGENIX MEDICAL CORPORATION
                           AND SUBSIDIARIES
                     Consolidated Balance Sheets
                        June 30, 2002 and 2001

                   Assets                         2002         2001
                                               -----------  -----------

Current assets:

  Cash and cash equivalents                  $  164,378      320,140
  Accounts receivable, less allowance for
doubtful accounts of $30,000 and

   $14,000                                      694,394      585,704

  Inventories                                   665,305      556,521
  Prepaid expenses                               88,916       13,612
                                               -----------  -----------


       Total current assets                    1,612,993    1,475,977
                                               -----------  -----------

Equipment:

    Capitalized software costs                  113,261      595,921

  Machinery and laboratory equipment            513,698      353,549

  Furniture, fixtures and office equipment      448,743      414,710
                                               -----------  -----------


                                               1,075,702    1,364,180
  Accumulated depreciation and amortization    (642,285)    (551,393)
                                               -----------  -----------


       Net equipment                           433,417       812,787
                                               -----------  -----------

Intangible assets:
  Patents, net of accumulated amortization
of $870,482 and $795,986                        247,062      321,558

  Goodwill, net of accumulated amortization     13,677
                                               ----------
of $44,979 and $41,067                                        17,589
                                               ---------------------


                                                260,739      339,147
                                               -----------  -----------

Due from officer                                 12,000       12,000
Other assets                                      9,686       65,179
                                               -----------  -----------


       Total assets                          $ 2,328,835   2,705,090
                                               ===========  ===========

    Liabilities and Stockholders' Equity
                 (Deficit)

Current liabilities:

  Current portion of notes payable           $  357,672      188,998
  Current portion of capital lease
obligations                                      92,554       31,186

  Accounts payable                              553,505      746,642

  Accrued payroll and related liabilities       118,155      141,528
  Accrued interest                               98,764       82,689
  Accrued liabilities                            24,938       74,877
                                               ----------   -------


       Total current liabilities               1,245,588    1,265,920


Notes payable, less current portion              502,611      618,370
Capital lease obligation, less current
portion                                           99,898       49,378
                                               -----------  -----------


       Total liabilities                       1,848,097    1,933,668
                                               -----------  -----------

Stockholders' equity (deficit):
  Preferred stock, $0.001 par value.
Authorized 5,000,000 shares,
   none issued or outstanding                      --           --
  Common stock, $0.001 par value.
Authorized 40,000,000 and 20,000,000
   shares in 2002 and 2001, respectively;
issued and outstanding 4,333,095
   and 4,077,290 shares in 2002 and 2001,
respectively                                       4,333        4,077

  Additional paid-in capital                   4,695,392    4,475,563

  Accumulated deficit                         (4,250,915)  (3,736,486)

  Accumulated other comprehensive income          31,928       28,267
                                               -----------  -----------


       Total stockholders' equity (deficit)      480,738      771,421
                                               -----------  -----------

Commitments and contingencies

       Total liabilities and stockholders'
equity (deficit)                              $2,328,835    2,705,089
                                              ===========  ===========

See accompanying notes to consolidated financial statements.



<PAGE>



                     CORGENIX MEDICAL CORPORATION
                           AND SUBSIDIARIES
    Consolidated Statements of Operations and Comprehensive Income
                  Years ended June 30, 2002 and 2001
                                                  2002         2001
                                               -----------  -----------


Net sales                                    $ 4,857,682    4,307,578

Cost of sales                                  1,770,543    1,640,958
                                               -----------  -----------


        Gross profit                           3,087,139    2,666,620

Operating expenses:

  Selling and marketing                        1,061,615     756,560

  Research and development                      566,421      322,266

    General and administrative                1,205,480    1,115,562
    Amortization and abandonment of
    consumer healthcare business
    assets (note 10)                            624,145       29,476

                                               3,457,661    2,223,864
                                               -----------  -----------


        Operating income (loss)                ( 370,522)     442,756
                                               -----------  -----------

Other expense -
  Interest expense                             (143,907)    (128,906)
                                               -----------  -----------

                                               (143,907)    (128,906)
                                               -----------  -----------


        Income (loss) before income taxes      (514,429)     313,851


Income tax expense                                 --         17,689
                                               -----------  -----------


            Net income (loss)                $ (514,429)     296,162
                                               ===========  ===========

Net income (loss) per share basic and
diluted                                      $   (0.12)         0.08
                                               ===========  ===========


Weighted average shares outstanding - basic  $ 4,284,997    3,664,594
                                               ===========  ===========

Weighted average shares outstanding -
diluted                                      $ 4,284,997    3,687,477
                                               ===========  ===========


Net income (loss)                            $ (514,429)     296,162
Other comprehensive income -

  foreign currency translation gain               3,661       15,406
                                               -----------  -----------


        Total comprehensive income            $(510,768)     311,568
                                               ===========  ===========

See accompanying notes to consolidated financial statements.


<PAGE>



                             CORGENIX MEDICAL CORPORATION
                                   AND SUBSIDIARIES
                Consolidated Statements of Stockholders' Equity (Deficit)
                           Years ended June 30, 2002 and 2001

                       Common                          Accumulated     Total
                       stock,   Additional                other    stockholders'
                       $0.001    paid-in   Accumulated comprehensive Equity
                         Par      Capital    deficit      income    (deficit)
                   ------------------------------------------------------------
Balance at
 June 30, 2000     $    3,483   3,972,832  (4,032,648)    12,861     (43,472)
Issuance of common
 stock in
 connection with
 private placement
 (net of offering
 costs of $20,863)        566    474,804       --           --        475,370
Issuance of common
  stock for services       28     18,255       --           --         18,283
Issuance of warrants
  for services             --      6,892       --           --          6,892
Issuance of stock
  options for services     --      2,780       --           --          2,780
Foreign currency
  translation              --       --         --         15,406       15,406
Net income                 --       --     296,162          --         296,162
                         ------   ------  ----------      ------      --------
Balance at
  June 30, 2001       $  4,077  4,475,563 (3,736,486)    28,267        771,421

Issuance of common
  stock in connection
  with private placement
  (net of offering costs
  of $27,158)              237    180,765      --           --         181,002
Issuance of common
  stock for services        19     17,601      --           --          17,620

Issuance of warrants
  for services              --     21,463      --           --          21,463
Foreign currency
  translation               --       --        --         3,661         3,661

Net loss                    --       --     (514,429)       --        (514,429)
                        --------- ------   ----------    --------    ----------
Balances at
  June 30, 2002      $   4,333   4,695,392   (4,250,915)  31,928        480,738
                       ========= ========== ============  =======     ==========
See accompanying notes to consolidated financial statements.
<PAGE>


                                       F-5
                          CORGENIX MEDICAL CORPORATION
                                AND SUBSIDIARIES
                  Consolidated Statements of Cash Flows
                       Years ended June 30, 2002 and 2001

                                                        2002       2001
                                                      ---------- ----------

Cash flows from operating activities:
  Net income (loss)                                 $ (514,429)  296,162
  Adjustments to reconcile income (loss) to net
cash provided by (used in)
       operating activities:

      Depreciation and amortization                   351,387    160,029

      Equity instruments issued for services           39,083     27,955
      Loss on disposal of assets related to
      consumer healthcare business                    413,834        --
      Changes in operating assets and liabilities
      of continuing operations:

        Accounts receivable, net                      (108,690)   30,310
        Inventories                                   (108,784)  (4,439)
        Prepaid expenses and other assets             (19,811)   (59,562)
        Accounts payable                              (193,137)  (134,265)

        Accrued payroll and related liabilities       (23,373)    16,365
        Accrued liabilities, including accrued
        interest-                                     (33,864)  (135,071)
                                                     ----------  --------
              Net  cash   provided   by  (used   in)
              operating activities                   (197,784)   197,484
                                                     ---------- ----------
Cash flows used in investing activities

     Additions to equipment                          (125,910)  (231,559)

Cash flows from financing activities:

  Proceeds from issuance of common stock              208,160     496,233

  Proceeds from issuance of notes payable             278,659       --

  Payments on notes payable                           (225,744)  (141,927)

  Payments on capital lease obligations               (69,646)   (24,909)

  Payment for costs of issuance of common stock       (27,158)   (20,863)
                                                      ---------- ----------

              Net   cash   provided   by   financing
              ctivities                               164,271    308,534
                                                      ---------- ----------

              Net increase (decrease) in cash and
              cash equivalents                       (159,423)   274,459

Impact of foreign currency translation adjustment
on cash                                                 3,661     (1,017)


Cash and cash equivalents at beginning of year        320,140     46,698
                                                      ---------- ----------


Cash and cash equivalents at end of year            $ 164,378    320,140
                                                    ========== ==========

Supplemental cash flow disclosures:

  Cash paid for interest                            $ 101,407    123,979
                                                    ========== ==========


  Cash paid for income taxes                        $  --          8,000
                                                    ========== ==========

Noncash investing and financing activity -

  Equipment acquired under capital leases           $ 181,534     29,617
                                                    ========== ==========

See accompanying notes to consolidated financial statements.



<PAGE>






(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).

        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. ("Ho.com").
        Corgenix UK was established as a United Kingdom company during 1996 to
        market the Company's products in Europe. Transactions are generally
        denominated in US dollars. Ho.com managed an Internet-based healthcare
        business. The e-commerce internet site, www.sports-n-fitness.com became
        operational in the quarter ended June 30, 2001. The site was a
        consumer-focused interactive site including healthcare-related products
        available for convenient purchase and delivery and links to numerous
        other healthcare information sites. In June 2002, the Company determined
        that its consumer healthcare business and associated operations via
        consumer websites were not strategic to the Company's ongoing objectives
        therefore, the Company decided to discontinue capital and human resource
        investment in this business. Concurrent with this decision, the Company
        abandoned the assets related to said consumer healthcare business (see
        note 10).

(b)   Principles of Consolidation

        The consolidated financial statements include the financial statements
        of Corgenix Medical `Corporation and its wholly-owned subsidiaries. All
        significant intercompany balances and transactions have been eliminated
        in consolidation.


    (c) 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.

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



<PAGE>



    (e) Inventories
        Inventories are recorded at the lower of cost or market, using the
        first-in, first-out method. A provision is recorded to reduce excess and
        obsolete inventories to their estimated net realizable value, when
        necessary. No such provision was recorded as of and for the two years
        ended June 30, 2002. Components of inventories as of June 30, are as
        follows:

                           2002         2001
                         ----------  -----------
Raw materials         $   179,110     142,585
Work-in-process           223,112     216,345
Finished goods            263,083     201,071

                         ----------  -----------
                      $   665,305     556,521
                         ==========  ===========

    (f) Equipment and Software
        Equipment and software are recorded at cost. Equipment under capital
        leases is recorded initially at the present value of the minimum lease
        payments. Depreciation and amortization expense, which totaled $351,387
        and $160,029 for the years ended June 30, 2002 and 2001, respectively,
        is calculated primarily using the straight-line method over the
        estimated useful lives of the respective assets which range from 3 to 7
        years. In the fourth quarter of fiscal 2001, the Company established an
        internet based consumer healthcare business which consisted primarily of
        an e-commerce internet site for selling medical and health products
        directly to consumers. Direct internal and external costs of developing
        the software, other than initial design, were capitalized and began to
        be amortized on the straight-line method over three years starting in
        fiscal year 2002. Said amortization for the fiscal year 2002 amounted to
        approximately $182,000. See note (10) below, for a discussion regarding
        the abandonment and closure of the Company's internet-based consumer
        healthcare business.

        In the quarter ended December 31, 2001, the Company began development of
        a business-to-business web site (Corgenix On Line) for its core business
        reference laboratory and hospital customers and potential customers
        worldwide. The website, when completed, will allow customers to place
        orders for the Company's diagnostic products, pay for said orders, and
        track the status of such orders. It will also give full specifications
        and details on all of the Company's diagnostic test kits. As was the
        case in the paragraph above, the direct internal and external costs of
        developing the related software, other than initial design and other
        costs incurred during the preliminary project stage, have been
        capitalized and will continue to be capitalized until the software has
        been completed. Such capitalized amounts, $113,261 as of June 30, 2002,
        will be amortized commencing when the website is placed in service on a
        straight line basis over a three-year period.

    (g) Intangible Assets
        Intangible assets consist of purchased patents and goodwill, which are
        amortized using the straight-line method over the shorter of 15 years or
        the remaining life of the patent.

        The Company is required to adopt the  provisions of FASB  Statement No.
        142,  Goodwill  and Other  Intangible  Assets (SFAS No. 142) on July 1,
        2002.  Goodwill  and  certain   identifiable   intangible  assets  with
        indefinite  lives will not be amortized under SFAS No. 142, but instead
        will be reviewed for  impairment at least  annually in accordance  with
        the provisions of this

        statement. Identifiable intangibles with finite lives will continue to
        be amortized over their estimated useful lives.

(h)   Advertising Costs

        Advertising costs are expensed when incurred. Advertising costs included
        in selling and marketing expenses totaled $39,779 and $17,600 in fiscal
        2002 and 2001, respectively. Advertising costs included in operating
        expenses of the consumer healthcare business totaled $14,808 and $5,285
        in fiscal 2002 and 2001, respectively.

    (i) Income Taxes
        Income taxes are accounted for under the asset and liability method.
        Deferred tax assets and liabilities are recognized for net operating
        loss and other credit carryforwards and 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 the
        tax effect of transactions are expected to be realized. 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.

        Deferred tax assets are reduced by a valuation allowance for the portion
        of such assets for which it is more likely than not the amount will not
        be realized. Deferred tax assets and liabilities are classified as
        current or noncurrent based on the classification of the underlying
        asset or liability giving rise to the temporary difference or the
        expected date of utilization of the carryforwards.

    (j) Revenue Recognition
        Revenue is recognized upon shipment of products. Sales discounts and
        allowances are recorded at the time product sales are recognized and are
        offset against sales revenue.

    (k) Research and Development
        Research and development costs and any costs associated with internally
        developed patents, formulas or other proprietary technology are expensed
        as incurred. Research and development expense for the years ended June
        30, 2002 and 2001 totaled $566,421 and $322,266, respectively.

    (l) Long-Lived Assets
        The Company reviews long-lived assets, including intangibles 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.



    (m) 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.  Statement of Financial  Accounting  Standards No. 123 (SFAS No.
        123),  Accounting for  Stock-Based  Compensation,  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  disclosures  for
        employee stock option grants 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.

(n)     Earnings Per Share

        Basic earnings per share is computed by dividing net income by the
        weighted average number of common shares outstanding. Diluted earnings
        per share is computed by dividing net income 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 2002, options and warrants to purchase common
        stock totaling 36,669 and 10,465 shares respectively, are not included
        in the calculation of weighted average common shares-diluted below as
        their effect is anti-dilutive.

                                                 2002         2001
                                              -----------  -----------
                                                           -----------

        Net income (loss)                   $  (514,429)     296,162
                                              -----------  -----------
                                              -----------  -----------

        Common and common equivalent shares outstanding:
           Historical common shares
            outstanding at beginning of
            year                              4,077,290    3,483,312
           Weighted average common
            equivalent shares issued
            during year                         207,707      181,282
                                              -----------  -----------

                Weighted average common
            shares - basic                    4,284,997    3,664,594

           Weighted average common
            equivalent shares issued
            during the year                         --        22,883
                                              -----------  -----------


                Weighted average common
         shares - diluted                     4,284,997    3,687,477
                                              ===========  ===========

         Net income (loss) per share -
            basic and diluted               $    (.12)         .08
                                              ===========  ===========

    (o) The Company has recorded contingent stock purchase warrants in
        accordance with Emerging Issues Task Force Bulletin 96-18: Accounting
        for Equity Instruments That Are Issued to Other Than Employees for
        Acquiring, or in Conjunction with Selling, Goods or Services. At the
        grant date, the minimum number of warrants which may eventually be
        issued are recorded at their fair value, which is adjusted in subsequent
        periods for revisions of the minimum number of warrants to be issued and
        the then current fair value of the warrants.

    (p) Reclassifications
        Certain 2001 amounts have been reclassified to conform to the 2002
        presentation.


<PAGE>



         (q)    Foreign Currency Transactions

        The accounts of the Company's foreign subsidiary are generally measured
        using the local currency as the functional currency. For those
        operations, assets and liabilities are translated

        into U.S. dollars at period-end exchange rates. Income and expense
        accounts are tanslated at average monthly exchange rates. Net exchange
        gains or losses resulting from such translation are excluded from
        results of operations and accumulated as a separate component of
        stockholders' equity. Gains and losses from foreign currency
        transactions are included in other income (expense).

(2) Notes Payable
    Certain of the notes payable restrict the payment of dividends on the
    Company's common stock. Notes payable consist of the following at June 30,
    2002 and 2001:

                                               2002         2001
                                             ----------   ----------

    Note payable to a bank, with interest
    at prime plus 2.75% (7.50% at June 30,
    2002), 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.       615,324      718,750

    Note payable to an officer, unsecured,
    with interest at 8%, due in
    monthly installments of principal
    and interest of $5,868 through
    September 2002.                            17,373       --

   Revolving credit agreement with a
   bank whereby Corgenix can borrow up
   to $300,000 based upon a borrowing
   base of 70% of eligible accounts
   receivable, collateralized by said
   eligible accounts receivable, (limited to
   approximately $275,000 at June 30, 2002)
   with interest at prime
   plus 2%, maturing in February 2003.         75,000       --

   Note payable to an officer, unsecured,
   with interest at 8%, due in monthly
   installments of principal and interest
   of 4,004 pound sterling (approximately
   $6,100 at June 30, 2002)
   through October 2003.                       90,812       --

  Notes payable, unsecured, to former
  preferred stockholders, with
  interest at 12%, due on demand.              61,774       80,618

  Note payable, uncollateralized and
  unsecured, with interest at prime
  plus 3%, due on demand                         --          8,000
                                             ----------   ----------
                                               860,283      807,368

    Less current portion                      (357,672)    (188,998)
                                             ----------   ----------
           Notes payable, excluding
           current portion                  $  502,611      618,370
                                             ==========   ==========




<PAGE>


      Aggregate maturities of notes payable by year as of June 30, 2002, are as
      follows:

Years ending June 30:
  2003                        $  357,672
  2004                           124,579
  2005                           134,250
  2006                           144,672
    2007                          99,110
  Thereafter                        --
                                -----------
                              $  860,283
                                ===========

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

(3) 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 first
    business day (grant date) and last business day (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 60,000
    common shares were registered with the Securities and Exchange Commission
    (SEC) for purchase under the plan. There were 16,744 and 24,616 shares
    issued under the plan during fiscal years 2002 and 2001, respectively.
    During September 2002, the Company determined that it had inadvertently
    issued and registered more common stock under this plan than had heretofore
    been authorized by shareholders of the Company. The Company intends to amend
    this plan and rectify the situation through a shareholder vote at the
    upcoming annual shareholders meeting to be held on December 11, 2002.
    Compensation expense is recognized for the fair value of the employee's
    purchase rights. Compensation expense recognized for the 15% discount on
    shares purchased under this plan amounted to $2,646 and $2,129 in fiscal
    2002 and 2001, respectively.

    Effective January 1, 1999, the Company adopted a Stock Compensation Plan to
    provide executive officers an opportunity to be awarded shares of its common
    stock in lieu of cash compensation for services rendered. Each quarter
    ("award period"), the officers may be awarded shares of stock at the lesser
    of the fair value of shares on the beginning or end of each quarter. The
    Stock Compensation Plan expired on December 31, 2000. A total of 90,000
    common shares were registered for distribution under the plan. No shares
    were issued under the plan during fiscal 2002 and 2001. Thus, no
    compensation expense was recognized for the fair value of the executive
    officers' purchase rights in either of those two years.

    In October 1999 and July 2000 the Company reserved a total of 200,000 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 the

    market value of the Company's common stock on the grant date. The Company
    intends to adopt a new 2002 Incentive Stock Option Plan, subject to
    shareholder vote, at the annual shareholders meeting to be held on December
    11, 2002.



<PAGE>


    Detail of stock option activity for the two-year period ended June 30, 2002
    is as follows:

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


    Outstanding at June 30,2000 (1)  23,549   $  .682-3.28  $   1.534

    Granted-at market price         115,500     0.625-0.80      0.742
    Granted-at   greater  than        6,400        1.375        1.375
    market price
    Canceled                         (1,200)       3.28          3.28
                                     ======


    Outstanding at June 30,         144,249     0.625 - .80     0.878
    2001 (1)

    Exercised                            --         --             --
    Canceled                        (38,400)       .625          .625
                                     ======       ======


    Outstanding at June 30,         105,849     0.625-3.28       .970
    2002 (1)

    Options exercisable at            5,869                      0.68
     June 30, 2000                    =====


    Options exercisable at           20,549                     1.247
       June 30, 2001                 ======


    Options exercisable at           53,182
      June 30, 2002                  ======                     1.00

    (1) Includes 5,869 in warrants granted to an employee in June 2000

    The following table summarizes information about stock options issued to
    employees and directors that are outstanding at June 30, 2002:

                                                     Exercisable
                 Outstanding options                   options
    -----------------------------------------------------------------
    -----------------------------------------------------------------
                              Weighted
         Range                average    Weighted           Weighted
          of                 remaining    average           average
       exercise              contractual  exercise          exercise
         price     Number      life        price   Number    price
       ---------  ---------  ---------   -------  ---------  --------
       ---------  ---------  ---------   -------  ---------  --------

  $ 0.625 - 1.375 102,249      5.2       $0.842    50,582    $0.886
         3.28       3,600      4.7         3.28     2,600     3.28
                 ---------  ---------   -------  ---------  --------
                  105,849      5.2        0.925    53,182    $1.00
                  =======                          ======
<PAGE>


    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 as
    follows:


                                                2002        2001
                                             -----------  ---------
                                             -----------  ---------

  Net income (loss) as reported           $  (514,429)    296,162
  Net income pro forma                       (543,175)    254,060
  Net income (loss) per share as reported      (0.12)       0.08
  Net income per share pro forma               (0.12)       0.07

    Fair value was determined using the Black Scholes option - pricing model
    with the following assumptions: no expected dividends, volatility of 186%,
    risk-free interest rate of 3.29% and expected lives of seven years. The
    weighted average fair value per option of options granted during the years
    ended June 30, 2002 and 2001 was $0.80 and $2.85, respectively.

(4) Commitments and Contingencies
    (a) 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, 2002, are as follows:

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

        Years ending June 30:
          2003                                   $   109,780   153,077
          2004                                        79,633   152,849
          2005                                        29,399   156,453
          2006                                            --   162,086
             2007                                         --    29,014
                                                    --------- --------
              Total future minimum capital           218,812   653,479
              lease payments                        ========  ========

        Less amounts representing interest            26,360
                                                    ---------

              Present value of minimum capital       192,452
        lease payments

        Less current portion                          92,554
                                                    ---------

                       Capital lease             $    99,898
        obligations less current portion            =========

        Rent expense totaled $161,000 and $123,000 for the years ended June 30,
        2002 and 2001, respectively.

    (b) 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 by the Company
        should the employees terminate their employment with or without cause.

(c)   Warrants
        On April 12, 2001, the Company issued warrants to purchase 225,000
        shares of common stock of Corgenix to a consultant to the Company. The
        warrants were issued in exchange for financial advisory and investment
        banking services to be provided to the Company. Warrants to purchase
        45,000 shares vested ratably over the first year. The remaining 135,000
        warrants were to vest only if defined future events occur. The service
        agreement and the remainder of the warrants were terminated by the
        Company in October 2001. None of the additional warrants had vested at
        the time of the termination. The warrants were issued in the form of
        four separate three-year common stock purchase warrants to purchase an
        aggregate 180,000 shares of Corgenix common stock at an exercise price
        of $1.25 per share with customary anti-dilution and "cashless" exercise
        provisions and certain stock price performance goals. The warrants were
        issued with a purchase price of $.001 per warrant for aggregate
        consideration of $900. The warrants may be assigned to third parties by
        the consultant with the prior consent of Corgenix.

        In March 2002, the Company issued warrants to purchase 200,000 shares of
        its common stock for aggregate proceeds of $200 at exercise prices
        ranging from $1.00 to $1.75 per share to a consultant to the Company.
        The warrants vest in blocks of 50,000 warrants at the various exercise
        prices if and when the Company's common stock trades at prices ranging
        from $1.25 to $2.00 for ten continuous trading days each. The service
        agreement and the warrants were terminated in August 2002. No warrants
        had vested at the time of the termination.

        All of the above warrants were issued in reliance upon the exemption
        from the registration requirements of the Securities Act of 1933, as
        amended, provided by Section 4 (2) of the Securities Act.

(5)   Stockholders' Equity (Deficit)

    On January 15, 2002, the Company effected a one-for-five reverse stock split
    of the Company's common stock, effective for stockholders of record as
    January 14, 2002. The reverse stock split reduced the number of shares
    outstanding to 4,327,899 from 35,672,101 for stockholders of record as of
    January 14, 2002. All share data included in this report has been
    retroactively restated to reflect the reverse stock split.

(6) Income Taxes
    Income tax expense differed from the amounts computed by applying the U.S.
    federal income tax rate of 35% to pretax income as a result of the
    following:

                                              2002        2001
                                           -----------  ----------
                                                        ----------

Computed expected tax expense            $ (180,050)     106,709
 Reduction (increase) in income taxes
 resulting from:
   Permanent differences                    (13,751)     (40,000)
   Impact of foreign loss not
    deductible in the United States              --       40,000
   Change in valuation allowance            181,543      (89,020)
   Other                                     12,258           --
                                           -----------  ----------
                                         $       --       17,689
                                           ===========  ==========




    At June 30, 2002, the Company has a net operating loss carryforward for
    income tax purposes of approximately $1,813,000 expiring during the period
    from 2012 to 2022. Research and experimentation tax credit carryforwards
    approximate $285,000. 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. The utilization of net
    operating losses may also be limited due to a change in ownership under
    Internal Revenue Code Section 382.

    As of June 30, 2002, the Company had a gross deferred tax asset of
    approximately $1,056,000 relating primarily to the Company's net operating
    losses and research and experimentation 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 Diagnostic Science Company, Ltd.
    (Chugai), which provide certain rights for Chugai to distribute the
    Company's products in Japan. Chugai is a stockholder who formerly held
    greater than 5% of the outstanding common stock of the Company and had
    rights to a seat on the Company's Board of Directors. Accordingly, Chugai is
    no longer considered a related party.

    Amounts due from an officer are due upon demand, and do not bear interest.
    Amounts due to an officer, pursuant to two notes payable, are due in monthly
    installments through October 2003 and bear interest at 8% and prime plus 2%,
    respectively, and are described in note 2 above.

(8) Concentration of Credit Risk
    The Company's customers are principally located in the United States,
    although there are a few 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 15% and
    12% of sales in the years ended June 30, 2002 and 2001, respectively, and
    approximately 8% and 10% of accounts receivable at June 30, 2002 and 2001,
    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. Sales to Chugai, emanating from the United States,
    have historically been included in the domestic business segment. The
    following table sets forth selected financial data for these segments for
    the years ended June 30, 2002 and 2001.


<PAGE>



                                       Year ended June 30, 2002
                                   ----------------------------------
                                   Domestic    International Total
                                   ----------  ----------  ----------

    Net sales - external         $ 4,265,167   1,191,544   5,456,711
    customers
    Net sales - intercompany       (599,029)         --    (599,029)
                                   ----------  ----------  ----------
                                               ----------  ----------
          Total net sales        $ 3,666,138   1,191,544   4,857,682

    Depreciation and                                        351,387
    amortization                 $  350,251       1,136

    Interest expense             $  117,483      26,424     143,907

    Net income (loss)            $ (839,307)    324,878    (514,429)

    Segment assets               $ 2,000,426    328,409    2,328,835



                                       Year ended June 30, 2001
                                   ----------------------------------
                                   Domestic    International Total
                                   ----------  ----------   ---------

    Net sales - external           3,698,712    997,743     4,696,455
    customers                    $
    Net sales - internal                                    (466,743)
    customers                      (466,743)         --
                                   ----------  ----------   ---------
          Total net sales        $ 3,231,969    997,743     4,229,712

    Depreciation and                                         160,029
    amortization                 $  158,893       1,846

    Interest expense             $  108,585      20,321      128,906

    Net income (loss)            $  141,140     155,022      296,162

    Segment assets               $ 2,322,239    382,851     2,705,090
                                   ---------    -------     ---------












(10)      Consumer Healthcare Business
    At June 30, 2002, the Company decided to abandon and close its
    internet-based consumer healthcare business and all related e-commerce sites
    managed and operated by its wholly owned subsidiary, health-outfitters.com,
    Inc. ("Ho.com"). The results of Ho.com's operations have been included in
    continuing operations in the consolidated statements of operations for the
    fiscal years ended June 30, 2002 and 2001. Subsequent to June 30, 2002, the
    Company has redeployed the office space and employees formerly involved in
    the consumer healthcare business into its core business. The costs of office
    space, personnel and other recurring costs attributable to Ho.com totaled
    $188,617 and $238,582 during the years ended June 30, 2002 and 2001,
    respectively, and are included in operating expenses. As a consequence, the
    operating expenses of the consumer healthcare business for the fiscal year
    ended June 30, 2002 contain the following recurring and non-recurring
    components.

    Net sales related to the consumer healthcare business were $10,388 and $24
    during the years ended June 30, 2002 and 2001, respectively. The operating
    expenses of the consumer healthcare business that will not recur consist
    primarily of the amortization of capitalized software costs, and direct
    advertising and marketing-related costs.

    At June 30, 2002 the company abandoned all assets related to Ho.com. Assets
    abandoned totaled $413,834 and consisted of unamortized capitalized software
    costs. In addition, amortization of $182,087 was recorded on such assets
    during the year ended June 30, 2002. No comparable amortization was recorded
    during the year ended June 30, 2001.



<PAGE>






                        CERTIFICATION OF PERIODIC REPORT

I, Luis R. Lopez, Chief Executive Officer and William H. Critchfield, Chief
Financial Officer of Corgenix Medical Corporation, certify, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1)   the Annual Report on Form 10-KSB of the Company for the fiscal year ended
      June 30, 2002 (the "Report") fully complies with the requirements of
      Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.
      78m or 78o(d)); and

(2)   the information contained in the Report fairly presents, in all material
      respects, the financial condition and results of operations of the
      Company.

Dated:  September 23, 2002



                                               /S/Luis R. Lopez
                                               ------------------------
                                               Luis R. Lopez
                                               Chief Executive Officer


                                               /S/William H. Critchfield
                                               --------------------------
                                               William H. Critchfield
                                               Chief Financial Officer





















                                   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 20th day of September 2002.

                                          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, M.D.   Chairman of the Board, Chief     September 23, 2002
-----------------------
Luis R. Lopez, M.D.       Executive Officer and Director
                          (principal executive officer)


/s/ Douglass T. Simpson   President and Director           September 23, 2002
-----------------------
Douglass T. Simpson

/s/ William H. Critchfield VP and CFO and Accounting Off.  September 23, 2002
--------------------------

/s/ Jack W. Payne         Director                         September 23, 2002
---------------------
Jack W. Payne

/s/ Wendell J. Gardner    Director                         September 23, 2002
----------------------
Wendell J. Gardner

/s/ Jun Sasaki            Director                         September 23, 2002
----------------------
Jun Sasaki