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               U.S. SECURITIES AND EXCHANGE COMMISSION
                        Washington D.C. 20549

                              FORM 10-KSB

[X]            ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                  For the Fiscal Year Ended: December 31, 2004

[ ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

              For the Transition Period From ________ to_________

                       Commission File No. 000-27421

                   EMERGENCY FILTRATION PRODUCTS, INC.
     ---------------------------------------------------------------
    (Exact Name of Small Business Issuer as Specified in its Charter)

           NEVADA                                     87-0561647
-------------------------------                   -------------------
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                    Identification No.)

175 Cassia Way, Suite A115, Henderson, Nevada          89014
---------------------------------------------        ----------
(Address of principal executive offices)             (Zip code)

Issuer's telephone number, including area code: (702) 558-5164
                                                --------------
Title of each class       Name of each exchange on which registered
-------------------       -----------------------------------------
        None                                  N/A

Securities registered pursuant to section 12(g) of the Act:
Common Stock, par value $0.001 per share
----------------------------------------
            (Title of class)

Check whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or 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. (1) Yes [X]  No [ ]  (2)  Yes [X]  No  [ ]

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant'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.    [ ]

As of March 18, 2005, there were 34,382,348 shares of the Registrant's Common
Stock, $.001 par value, outstanding.

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State the Registrant's revenues for the December 31, 2004 fiscal year:
$405,831.

State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days:

The aggregate market value of shares of Common Stock held by non-affiliates of
the Registrant is $14,018,245, based on the average bid and ask price of the
Registrant's stock on March 18, 2005 of $0.51 per share and 27,486,755 shares
held by non-affiliates.  The Registrant's common stock is traded on the NASDAQ
OTCBB under the symbol "EMFP".


                    DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the
part of the form 10-KSB (e.g., part I, part II, etc.) into which the document
is incorporated:  (1) Any annual report to security holders; (2) Any proxy or
other information statement; and (3) Any prospectus filed pursuant to rule
424(b) or (c) under the Securities Act of 1933:

NONE

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TABLE OF CONTENTS

                                                                 Page
                                                                 ----

Item 1.   Description of Business............................      4

Item 2.   Description of Property............................     13

Item 3.   Legal Proceedings..................................     13

Item 4.   Submission of Matter to Vote of
          Security Holders...................................     14

Item 5.   Market for Common Registrant Equity
          and Related Stockholder Matters.....................    15

Item 6.   Management's Discussion and Analysis
          or Plan of Operation................................    17

Item 7.   Financial Statements................................    23

Item 8.   Changes in and Disagreements with
          Accountants on Accounting and Financial
          Disclosure..........................................    23

Item 8A.  Controls and Procedures.............................    23

Item 9.   Directors, Executive Officers, Promoters
          and Control Persons; Compliance with
          Section 16(a) of the Exchange Act...................    24

Item 10.  Executive Compensation..............................    27

Item 11.  Security Ownership of Certain
          Beneficial Owners and Management....................    29

Item 12.  Certain Relationships and
          Related Transactions................................    30

Item 13.  Exhibits and Reports on Form 8-K....................    32

Item 14.  Principal Accountant Fees and Services..............    33

Signatures....................................................    33



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PART I.

ITEM 1.  DESCRIPTION OF BUSINESS

General
-------
Emergency Filtration Products, Inc. (the "Company") was organized under the
laws of the State of Nevada on November 1, 1991, under the name "Lead Creek
Unlimited".  Until February 9, 1996, the Company conducted no business.  The
Company filed with the Secretary of State of the State of Nevada a Certificate
of Amendment changing its name to "Emergency Filtration Products, Inc." on
March 8, 1996 pursuant to a Plan or Reorganization.  There was no change,
however, in the majority ownership of the Company related to this Plan or
Reorganization.

On February 9, 1996, the Company entered into an Agreement with Douglas K.
Beplate, current President of the Company, whereby Mr. Beplate granted to the
Company all rights, including patent rights, to the commercial exploitation of
a dual filtered rotary isolation valve.  On June 18, 1996, on receipt of
notification that the patent would be issued, Douglas K. Beplate executed the
Assignment of Invention, assigning to the Company all rights to exploit the
dual filtered rotary isolation valve technology.

Effective April 1, 2003, the Company entered into another agreement with Mr.
Beplate whereby Mr. Beplate assigned all of his rights, title and interest in
various technology, patents and patent applications to the Company.  This
agreement is entirely separate from the original agreement referred to in the
preceeding paragraph.  The 1996 agreement and technology transfer were for the
dual rotary isolation valve and any amendments to that patent.  This new
agreement, effective April 1, 2003, reflects the technologies of hydrophobic
and hydrophilic filtration used in a BVM setting, the rescission of the 5%
royalty included in the original agreement on the Respaide technology, and the
license of nano coatings on any filter configuration for environmental masks
and any other application for US military use only.  Mr. Beplate was to
receive a 1% royalty on the gross sales of any and all products utilizing this
acquired technology.  During June 2004, Mr. Beplate assigned this 1% royalty
to a separate company.

The Company is a specialty filter products company that has developed a
state-of-the-art air filtration technology for removing infectious bacteria
and viruses in air flow systems. The Company's current product line includes
the following:

- RespAide(TM) CPR Isolation Mask. An internationally patented (within the
United States, Australia, Germany, France, United Kingdom and applied for in
Canada) dual-filtered vapor isolation valve (VIV) technology currently being
marketed in CPR isolation masks to protect emergency response personnel
against infectious diseases during mouth to mouth resuscitation.  The Company
has received FDA approval for its RespAide CPR isolation mask incorporating a
proprietary filter, and has established manufacturing and distribution of
complete units and replacement filters. In tests performed pursuant to the
requirements of the FDA testing procedures, these masks were found to be
greater than 99.9% effective against bacterial and viral transmission - the
highest rating testing labs will issue for medical devices.  These masks were

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introduced in 1997, are considered the Company's flagship product and account
for a significant amount of the Company's revenues to date. The patents for
this product are assigned to the Company.

- Disposable Filters for BVMs. The same filter used in the RespAide product
described above is ideal for reducing the risk of exposure to viruses and
bacteria and equipment contamination during use of bag valve mask (BVM)
resuscitation devices.  The disposable filter keeps the equipment
contaminant-free, thereby reducing risk of exposure to virus and bacteria to
emergency response personnel.  The filter is placed between the bag valve and
the mask and is single use.  The Company has received FDA 510K approval for
the filter as a Class II medical device.  The filter was introduced in 1997 as
a component of the RespAide device.  The patents for the filter are assigned
to the Company.

- Superstat.  The Company also markets Superstat, a product that provides
rapid, safe, effective surgical clotting of the blood for surgery, trauma and
burn wound management.  Superstat is a collagen derived, highly purified, acid
washed polypeptide material to which a small amount of calcium is added.  The
resulting mixture is suspended in a de-ionized, bacteria free water, and then
freeze dried to produce a porous spongy wafer which melts upon contact with
blood.  Superstat dissolves in 2 to 3 minutes and does not have to be removed.
The Company holds the exclusive distribution rights (the Company is the only
authorized distributor for military customers) to all military medical
installations of the United States and all other national governments not in
conflict or subject to other legal restrictions with the United States (See
Manufacturing and Distribution Agreements below).  The original distribution
agreement was executed in February 1998 and amended to add international
territories in April 2001.  The agreement automatically renews for one year
periods unless terminated by either party.

The Company currently holds military national stocking numbers for the
RespAide CPR isolation mask, the replacement filters and for Superstat. These
stocking numbers make the products acceptable for inventory in all four
branches of the military and the U.S. Coast Guard. These stocking numbers were
assigned to the Company after completing an acceptance process with the
Defense Medical Standardization Board and will remain valid for as long as
there is procurement activity associated with these numbers.  The Company
received and fulfilled orders from the U.S. Navy and the Defense Supply Center
in Philadelphia for the products during 2004 and 2003.

- Personal Environmental Mask.  Another configuration of the Company's
technology is a personal environmental mask designed to address concerns of
biological contamination in a workplace or other environment. The mask
possesses a disposable filter using our technology and an enhanced matrix of
charged nanoparticles designed to protect the user from possible inhalation of
biological contaminants.   The Company will not seek FDA approval for this
product at the present time as the product is not considered a Class II
medical device and FDA approval is currently not required.  The Company has in
addition, acquired the license to manufacture and distribute these personal
protection masks enhanced with nanoparticles.



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The following products are in various stages of development, production and
market entry for future sale and have not produced any revenue for the Company
to date:

- Breathing Circuit Filters. To extend its market reach from emergency
response sites to the vast number of respiratory procedures conducted within
medical facilities, the Company has introduced two new configurations of its
technology, a one-way and a two-way breathing circuit filter for applications
where ambient air flow must pass evenly in both directions while still
protecting equipment and hoses. The filters are used inline with circuitry,
hoses and anesthesia, ventilation and respiratory equipment.  The use of the
filter serves to remove viruses and bacteria from the airflow, control the
moisture delivered to the patient and keep equipment contaminant free.  The
Company has received FDA 510K approval for the filters as Class II medical
devices.  The breathing circuit filter was introduced in 2002, however this
product does not account for any sales to date.  In an effort to promote
market entry, additional configurations with variations of moisture output are
being developed.  No additional FDA filings will be required.  The patents for
the filters are assigned to the Company.  During December 2004, a distribution
agreement was entered into by the Company that includes the distribution of
the breathing circuit filters in Japan (see Manufacturing and Distribution
Agreements).

-  ELVIS BVM. The Company has designed another configuration of their
technology called ELVIS (Emergency Life Support Ventilation and Intubation
System) for the BVM market. The product is a self-contained device that
delivers medicine in aerosol form and a bag with built-in CO(2) monitoring
capabilities. Patents have been granted for this product and the Company has
executed an agreement whereby it acquired the rights for commercial
exploitation of the patents. A working prototype and the required molds were
completed during 2004.  Product engineering and feasibility studies are under
way and the Company is currently trying to determine the marketing plan for
the product.  The Company is also currently negotiating manufacturing
arrangements, the outcome of which is also currently unknown.  A 510K
application will be filed with the FDA during 2005.  A product submitted to
the FDA under a 510K application will be subject to an approval process that
will last an indeterminate amount of time and may or may not be
approved.  The Company plans to introduce ELVIS during 2005.  ELVIS currently
does not account for any of the Company's sales.

Manufacturing and Distribution Agreements
-----------------------------------------
The Company contracted in December 1997 with Westmed, an FDA manufacturing
facility in Tucson, AZ, for the manufacture and production of its proprietary
filter products. An FDA manufacturing facility is an establishment that has
applied for and received acceptance by the FDA and passed its FDA inspections
to maintain compliance as an FDA manufacturing facility.  All materials for
the manufacturing and packaging is supplied by the Company.  The agreement
with Westmed will remain in effect until terminated by either party.
Distribution, warehousing and order fulfillment for the RespAide products are
managed at the Company's Henderson, NV facility.

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The Superstat products are manufactured by Superstat Corporation, also an FDA
manufacturing facility, in Rancho Dominguez, CA, and drop shipped to the
Company's customers from that facility.  The Company has an exclusive
distribution agreement with Superstat Corporation whereby the Company has the
rights to distribute the Superstat product to all US military medical
installations and military medical installations of other national governments
not in conflict with US restrictions.  The Company pays Superstat Corporation
once the product is drop shipped to the final customer.  The agreement, signed
in January 1998 and amended in 2001 to add international governments, was
originally for one year, but has been renewed annually for one year periods
and may be terminated by either party.

During April 2003, the Company entered into a "Manufacturing and Distribution
Services Agreement" with Weise Labs, Inc. (Weise), a Taiwan based company,
whereby Weise has the exclusive worldwide rights to manufacture the Company's
nano-enhanced environmental masks and other masks using related technology,
and provides certain marketing and distribution services to the Company in
connection with the distribution of such mask products in certain Asian and
Middle Eastern territories.  Pursuant to the agreement, the Company
compensates Weise based upon certain criteria as to whether or not Weise
provided distribution services subsequent to the manufacture of the product.
The agreement with Weise will remain in effect unless terminated by either
party.

On December 28, 2004, the Company entered into an exclusive, long-term
agreement with Itochu Techno Chemical, Inc. (Itochu), a Japanese corporation,
whereby Itochu will distribute the Company's Respaide, Vapor Isolation Valve
and Series One Breathing Circuit Filter products in Japan.  The agreement
terminates on May 31, 2008, but can be extended for an additional three-year
period.  The agreement also allows for Itochu to form sub-distribution
agreements with other medical product companies, with the Company's approval,
to promote the sale of the Company's products in Japan.

During early 2005 and in conjunction with Itochu's partner/affiliate, Senko
Medical Instruments Mfg. Co. Ltd (one of Japan's leading medical products
distributors), Itochu will conduct a marketing review through June 1, 2005.
This marketing review is required by Koseisho (Ministry of Health and Welfare,
similar to the United States FDA) and mandates that companies who have been
granted a certificate of import and a certificate of sale comply fully with
Japanese regulations concerning medical products.  The marketing review will
enable Itochu to make initial introductions of the products to potential
customers in Japan, to determine the potential size of the market in Japan,
and to allow the Company and Itochu to establish minimum purchase requirement
quantities applicable to the agreement for each annual period commencing on
June 1, 2005.




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Additional Potential Applications
---------------------------------
The Company believes its technology may have application for the following
products, although they do not market or sell these products or applications
at the present time and do not have any plans or contracts to do so in the
near future:

- air filtration systems for semiconductor manufacturing and laboratory "clean
rooms".
- heating, ventilating and air conditioning (HVAC) filters for use in
commercial and residential buildings, airplanes, and motor vehicles.

The Company has also been participating in a Department of Defense sponsored
research program conducted by California State University (San Bernardino)
(CSUSB) to determine the potential military and industry applications of the
Company's filtering technology.  Over the past several months, U.S. Soldier
and Biological Chemical Command (SBCCOM), in conjunction with CSUSB, has been
examining how to apply the Company's filter technology to a large number of
potential applications in the military and private industries.  The program
has conducted a number of cost and user needs analyses, economic analyses, and
technical viability studies on the Company's filter technology.  According to
the studies, numerous potential applications of the Company's filter
technology have been identified.

The Company submitted its filter technology to a final testing phase which was
conducted under U.S. Army auspices.  During January 2005, the Company received
confidential and official notification from the United States Department of
Defense approving the use of its filter technology for the United States
military.  This notification included specific reference to the Company's
personal environmental masks as well as an interest to develop filtration
systems for use in tanks, vehicles and shelter.  The Company intends to work
closely with the United States military and designated manufacturers to
further the development of its filter technology, with the objective of
including it into a number of products that would be used to protect United
States military personnel worldwide.

Product development remains an important part of our business but our primary
focus at the present time is on increasing our product sales through a
marketing driven sales effort in order to increase revenues that will
ultimately cover total expenditures.

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Distribution methods of the products or services
------------------------------------------------
To reach the market, the Company has entered into contractual arrangements
with a number of U.S. and international suppliers.  The agreements are
non-exclusive with no minimum order requirements with the exception of one
agreement with WorldPoint ECC, Inc. (WorldPoint) which is for a configuration
of an Automated External Defibrillator (AED) Prep Kit which includes the
RespAide device.  This agreement with WorldPoint is exclusive as the Company
is prohibited from selling or reproducing the product itself or through agents
and WorldPoint is prohibited from reproducing the product in any form.
WorldPoint is not expressly prohibited, however, from selling competing
products worldwide.  The agreement is for all territories with no restrictions
and automatically renews on a yearly basis unless terminated by either party.
Termination provisions include insolvency, material breach and failure to meet
standards.  The agreement also requires yearly orders of a minimum of 1,000
units equal to approximately $10,000.

As previously explained, the Company has also entered into an exclusive
distribution agreement with Superstat Corporation for the distribution of the
Superstat product. The Company has also entered into a Manufacturing and
Distribution Agreement with a Taiwan based company for the marketing and
distribution of the personal environmental masks in the Asian markets and a
Distribution Agreement with a Japanese based company for the marketing and
distribution of the Company's Respaide, Vapor Isolation Valve and Series One
Breathing Circuit Filter products in Japan.(See Manufacturing and Distribution
Agreements above).

The Company intends to firmly establish its reputation for supplying a high
quality medical air filter, and then begin aggressively commercializing the
technology in the HVAC category. The Company estimates that the addition of
HVAC applications will increase the total addressable market for dual-filtered
vapor isolation valve technology.

Competition
-----------
The medical device industry is a highly competitive sector of the health care
industry and there are a large number of established and well financed
entities with significantly greater financial resources, technical expertise
and in-depth managerial capabilities than the Company.  Competitors include
two major manufacturers of CPR devices, Laerdal and MDI (both internationally
based companies) and two major manufacturers of hemostatic collagens, Johnson
& Johnson and MedChem Products, Inc.  A major competitor in the personal
protection mask market is 3M Corporation and a major competitor in the
breathing circuit filter market is PALL Corporation.  Although the Company has
achieved patent protection for most of its products, there is no assurance
that other entities may not compete in or enter the medical and commercial
market in competition with the Company.

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Although the medical device industy is highly competitive, the Company's
Respaide and disposable filter products are believed to show highly efficient
filtration, filter exhaled breath in both directions, are considered easy to
use, and have ISO specification of ports for use with BVM and endotracheal
tubes.  The Company's Superstat product is considered to be safe and easy to
use, leaves no residue and does not need to be removed after use, and
dissolves on contact with blood.  The Company's competitive weaknesses for
their existing product line, however, include product price and availability.

During 2003 and 2004, the Company redesigned its environmental mask product
offerings slightly to a more suitable price for each of the product's markets.
Due to virus outbreaks in the Far East over the past year or two such as SARS,
there has been an increase in the supply and demand for suitable mask products
thus flooding the market with competing less superior products.  This
increased supply caused the prices to decline slightly. New nanoparticle
technology will be implemented as new viruses and pathogens are identified.

Sources and availability of raw materials and the names of principal suppliers
------------------------------------------------------------------------------
The raw materials utilized in the production of the Company's proprietary
products are readily available from a variety of manufacturers including 3M
Corporation and Versal.  The Company does not expect significant raw material
shortages in the future, unless a dramatic increase in the demand for personal
protection environmental masks or other products of the Company occurs.

Dependence on one or a few major customers
------------------------------------------
A large portion (approximately 50-60% annually) of the Company's sales over
the past two years have been to the U.S. military.  If the orders from the
military were to decrease or increase, it would have a material impact on the
Company's operations.

Patents, trademarks, licenses, franchises, concessions, royalty agreements or
labor contracts
------------------------------------------------------------------------------
On February 9, 1996, the Company entered into an Agreement with Douglas K.
Beplate, President of the Company, whereby Mr. Beplate granted to the Company
all rights, including patent rights, to the commercial exploitation of a dual
filtered rotary isolation valve.  On June 18, 1996, once the notification that
the patent would be issued, Douglas K. Beplate executed the Assignment of
Invention, assigning to the Company all rights to exploit the dual filtered
rotary isolation valve technology.

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Effective April 1, 2003, the Company entered into an "Agreement For Assignment
of Technology" with Douglas Beplate whereby Mr. Beplate assigned all of his
rights, title and interest in various technology, patents and patent
applications to the Company.  This agreement is entirely separate from the
original agreement entered into with Mr. Beplate during 1996 as described
above.  The 1996 agreement and technology transfer were for the dual rotary
isolation valve and any amendments to that patent.  This new agreement
effective April 1, 2003 reflects the technologies of hydrophobic and
hydrophilic filtration used in a BVM setting, the rescission of the 5% royalty
included in the original agreement on the Respaide technology, and the license
of nano coatings on any filter configuration for environmental masks and any
other application for US military use only.  Mr. Beplate was to receive a 1%
royalty on the gross sales of any and all products utilizing this acquired
technology.  During June 2004, Mr. Beplate assigned this 1% royalty to a
separate company. Royalties of $895 were paid pursuant to this agreement for
the year ended December 31, 2004.

The Company received notification during September 2003 of the approval for
the issuance of a U.S. patent for its combined hydrophobic - hydrophilic
filtration application.  The patent was issued to Mr. Doug Beplate, the
Company's President, and assigned to the Company as part of the April 1, 2003
agreement mentioned above.  This patent is the 12th patent to be assigned to
the Company.

The Company's United States patents are as follows:

PATENT NO./
PATENT APP. NO.  DESCRIPTION                                       EXPIRATION
5,575,279        Dual-filtered Rotary Iso. Valve for Resuscitation  11/2016
6,375,854        Combined Hydrophobic-hydrophilic Filter for Fluids  4/2023
                 (Smaller to Larger)
10/128,367       Combined Hydrophobic-hydrophilic Filter for Fluids  4/2022
                 (Larger to Smaller)
6,062,217        Portable Emergency Safety Resuscitator              5/2020
6,276,363        Portable Emergency Safety Resuscitator              8/2021
09/934,016       Medical Port for Emergency Safety Resuscitator      Pending

The Company's international patents are as follows:

PATENT NO./
PATENT APP. NO.  COUNTRY      DESCRIPTION                          EXPIRATION
2,246,770        CanadaDual-filtered Rotary Iso. Valve       11/2017
723311           Australia    Dual-filtered Rotary Iso. Valve       11/2017
96945105.3       France       Dual-filtered Rotary Iso. Valve       11/2017
69610644         Germany      Dual-filtered Rotary Iso. Valve       11/2017
0873151          U.K.         Dual-filtered Rotary Iso. Valve       11/2017
PCT/US02/26347   Int'l        Medical Port for Emergency Safety     Pending
                               Resuscitator

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Need for any government approval of principal products or services
------------------------------------------------------------------
The Company has received Food and Drug Administration ("FDA") approval for its
RespAide CPR isolation mask and vapor isolation valve (disposable filter for
BVM's) and the breathing circuit filters as Class II medical devices.
Compliance with the approval of the devices requires that they be manufactured
in an FDA approved manufacturing facility.  The Company currently uses
Westmed, an approved facility.

The Company will file a 510K application for acceptance as a Class II medical
device for the new ELVIS product in the near future.  At this time, the
Company does not intend to file a premarket notification or premarket approval
process, but rather the 510K application.  If a 510K application is filed,
there is an evaluation process that may or may not result in approval to
market the device in the United States.  The 510K application evaluation
process requires the submission and review of detailed information, including
but not limited to, product drawings, prototypes, claims and functions,
laboratory testing, manufacturing processes, labeling, quality control and
compliance with inspections, post-mark obligations, and import/export
requirements.  At this time, the Company believes that no clinical trials will
be required, however, additional information, including clinical trials, may
be requested by the FDA once the 510K application is submitted and reviewed.

The Company is required to register on a yearly basis with the FDA and is
listed as a manufacturer but is not subject to inspections at its Henderson,
NV facility at the present time due to the fact that the manufacturing
processes are performed by Westmed and Superstat (for the Superstat products
only), at their facilities in Tucson, AZ and Rancho Dominquez, CA,
respectively,  which are both subject to FDA inspections.

Research and Development
------------------------
The Research and Development expenditures for the last two years were as
follows:

- 2004 ($0) No funds were spent during 2004 for research and development type
activities.
- 2003 ($8,961) These costs are prototype development costs associated with
the new products such as materials, supplies, consulting fees, etc.

Costs and effects of compliance with environmental laws
-------------------------------------------------------
The Company is not aware of any cost or effect of compliance with
environmental laws.

Impact of Inflation
-------------------
At this time, the Company does not anticipate that inflation will have a
material impact on its current or future operations.

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Employees
---------
The Company currently has 3 full time and 1 part time employees. The Company
has oral agreements with Douglas K. Beplate, President, and Peter Clark,
Secretary/Treasurer, calling for salary payments of $96,000 per year, and
$72,000 per year, respectively.  The above salaries were paid through mid-2004
through cash and the issuance of common stock.  Additional amounts through
December 31, 2004 are being accrued, and may be paid through the issuance of
additional stock or in cash if the Company has the necessary funds. Accrued
payroll for Mr. Beplate totaled $42,237 as of December 31, 2004.  Accrued
payroll for Mr. Clark totaled $33,500 as of December 31, 2004.  Any accrued
amounts are non-interest bearing and subject to change only upon approval by
the Board of Directors.  The third full time employee is paid hourly and at-
will.  The part time employee is also hourly and at-will.

The Company also retains the services of one related party, full time
consultant (Ms. Wendy Harper) pursuant to an oral consulting arrangement at an
estimated annual cost of $72,000.  The consultant provides ongoing accounting,
secretarial and general managerial consulting to the Company.

ITEM 2.  DESCRIPTION OF PROPERTIES

The Company presently occupies office and warehouse space located at 175
Cassia Way, Suite A115, Henderson, Nevada 89014 under a three year lease
agreement.  The property consists of approximately 2,484 square feet of
offices and 1,404 square feet of warehouse space. The Lease Agreement
began June 1, 2002 and terminates May 31, 2005.  Monthly rent in Year 1 was
$2,115, includes NNN charges (tax, maintenance, garbage, etc), increased to
$3,798 in Year 2 and $3,959 in Year 3.  The Company believes this space will
be adequate for its needs through the term of the lease.

ITEM 3.  LEGAL PROCEEDINGS

There are two related legal actions currently in process in which the Company
is involved.

(1) "Emergency Filtration Products, Inc. v. David O. Black; Michael Crnkovich;
China Bridge Holdings Ltd; and American Registrar and Transfer Company." This
case is pending in the US District Court for the District of Nevada and is
identified as CASE NO. CV-S- 04-0262-KJD-LRL ("First Action"). The First
Action was initiated by the Company on March 5, 2004.  In the First Action,
the Company seeks Declaratory Relief under 28 USC sections 2201 and 2202 to
determine the rights and obligations of the parties with respect to certain
shares of the Company's stock purportedly conveyed to David Black.  On April
7, 2004, Black asserted counterclaims against the Company and cross claims
against American Registrar in the First Action for (1) "Breach of Fiduciary
Duty"; (2) "Constructive Conversion": (3) "Breach of Covenant of Good Faith
and Fair Dealing"; and (4) "Violation of 10(b) of the Exchange Act of 1934."
Black's claims arise out of the Company's and American Registrar's reluctance
to register the purported transfer of the Company shares to Black.  On April
7, 2004, Black moved for partial summary judgment against the claims asserted
by the Company.  Black's motion was denied without prejudice on March 1, 2005.
On May 28, 2004, American Registrar and Transfer Company moved to dismiss the
Company's claims against it.  American Registrar's motion was denied on March
1, 2005.  The First Action is currently in discovery.

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(2) On or about, April 15, 2004, David Black commenced a suit in the Utah
Third Judicial District Court, which is a Utah state court, against four
officers/directors of the Company (Doug Beplate, Pete Clark, Raymond Yuan, and
Sherman Lazrus) and the principal of American Registrar (Richard Day). On May
12, 2004, the action was removed to the US District Court for the District of
Utah, Central Division (federal court). The matter is captioned: "David O.
Black v. Douglas Beplate; Pete Clark, Sherman Lazrus; Raymond Yuan; Richard
Day and John Does 1 through 10," Civil Case No. 2:04CF00448 PGC ("Second
Action").  In the Second Action, Black asserts claims for (1) "Breach of
Fiduciary Duty"; (2) "Breach of Covenant of Good Faith and Fair Dealing"; and
(3) "Violation of 10(b) of the Exchange Act of 1934.  Black's claims arise out
of the identical conduct by the Company and American Registrar underlying his
counter and cross claims in the First Action.  Black's claims do not identify
any specific conduct by the individually named defendants.  Consequently,
Beplate, Clark, Yuan, and Lazrus moved to dismiss the Second Action or
transfer and consolidate the Second Action into the First Action.  On or about
September 17, 2004, the Utah District Court granted their motion and
transferred the Second Action to the U.S. District Court for the District of
Nevada. However, the Second Action and the First Action have not been
consolidated.

At this time, the outcome of these actions is uncertain.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

We did not submit any matters submitted to a vote of our securities holders
during the quarter ended December 31, 2004.

The Company is planning on scheduling a Special Meeting of Shareholders during
June or July 2005 in order to elect the Company's directors, to ratify the
appointment of the Company's independent public accountants, and any other
business as may properly come before the shareholders.

<PAGE>
<PAGE> 15

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

As of March 18, 2005, the Company had approximately 270 shareholders of its
common stock.  The Company has not paid cash dividends on its common stock.
The Company anticipates that for the foreseeable future any earnings will be
retained for use in its business, and no cash dividends will be paid on the
common stock.  Declaration of common stock dividends will remain within the
discretion of the Company's Board of Directors and will depend upon the
Company's growth, profitability, financial condition and other relevant
factors.

The Company's common stock is traded on the NASD'S OTC Bulletin Board (the
"OTCBB") under the symbol "EMFP".  The following table sets forth, for the
respective periods indicated, the prices of the Company's Common Stock in the
over the counter market as reported by on the OTCBB for the periods for which
this report is being filed.  Such over the counter market quotations are based
on inter-dealer bid prices, without markup, markdown or commission, and may
not necessarily represent actual transactions.
                                                   Bid Quotation
                                                   -------------
Fiscal Year 2004                          High Bid              Low Bid
----------------                          --------              -------
Quarter ended 12/31/04                    $ 0.57                $ 0.20
Quarter ended 9/30/04                     $ 0.55                $ 0.23
Quarter ended 6/30/04                     $ 0.63                $ 0.28
Quarter ended 3/31/04                     $ 0.90                $ 0.52

Fiscal Year 2003                          High Bid              Low Bid
----------------                          --------              -------
Quarter ended 12/30/03                    $ 0.70                $ 0.46
Quarter ended 9/30/03                     $ 0.55                $ 0.24
Quarter ended 6/30/03                     $ 0.80                $ 0.26
Quarter ended 3/31/03                     $ 0.28                $ 0.18

Fiscal Year 2002                          High Bid              Low Bid
----------------                          --------              -------
Quarter ended 12/31/02                    $ 0.43                $ 0.23
Quarter ended 9/30/02                     $ 0.43                $ 0.19
Quarter ended 6/30/02                     $ 0.44                $ 0.25
Quarter ended 3/31/02                     $ 0.55                $ 0.30

Trading of our common stock has been limited or sporadic.  The Company issued
197,375 shares of common stock during the quarter ended December 31, 2004 in
exercise of warrants for total proceeds of $49,937.


<PAGE>
<PAGE> 16

Disclosure Regarding the Company's Equity Compensation Plans
------------------------------------------------------------

On September 15, 2004, the Company adopted a 2004 Stock Option and Award Plan
(the "Plan") under which options to acquire the Company's common stock or
bonus stock may be granted from time to time to employees, including officers
and directors and/or subsidiaries.  In addition, at the discretion of the
board of directors or other administrator of the Plan, options to acquire
common stock or bonus stock may from time to time be granted under the Plan to
other individuals who contribute to the Company's success or to the success of
the Company's subsidiaries but who are not employees.  A total of 2,500,000
shares of common stock may be subject to, or issued pursuant to, options or
stock awards granted under the terms of the Plan.  The shares underlying the
Plan were registered by the Company on a Registration Statement on Form S-8
filed with the Commission on September 29, 2004.

As of December 31, 2004, 1,479,000 shares of the Company's common stock were
issued pursuant to the Plan for the services of various individuals to the
Company.  The 1,479,000 shares issued were recorded at the fair market value
of the shares on the date of issuance which was $0.45 per share for a total of
$665,550. $68,000 of this amount has been recorded as deferred compensation in
the accompanying financial statements as of December 31, 2004 for services to
be rendered to the Company in the future, and $45,000 was capitalized to
patent and acquired technology costs related to one of the Company's
developing products.

The Company's Board of Directors has also granted nonqualified stock options
to various consultants, employees, officers and directors.  These options were
not submitted to the Company's stockholders for approval.

The following table summarizes information about equity awards that are
outstanding as of December 31, 2004.
<TABLE>
<CAPTION>
                         Number of Shares of                       Number of Shares of
                         Common stock to be       Weighted Avg        Common Stock
                         issued upon exercise    Exercise Price    Available for Future
                           Of Outstanding        Of Outstanding     Issuance (excluding
Plan Category                 Options*              Options         shares reflected in *)
-------------            --------------------    --------------    ----------------------
<S>                   <C>                     <C>               <C>
Equity compensation
Plans approved by
Security holders                   0                   n/a                    0

Equity compensation
plans not approved by
security holders                   0                      n/a               1,021,000
</TABLE>

The Company's Board of Directors has the sole authority to determine the terms
of awards and other terms, conditions and restrictions of these non-plan
options.  Any shares issued these options shall be subject to resale
restrictions as shall be in force at the time of issuance of the shares,
including sales volume and timing of the sale.

<PAGE>
<PAGE> 17

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Cautionary Statement Regarding Forward-looking Statements
---------------------------------------------------------
This report may contain "forward-looking" statements.  Examples of forward-
looking statements include, but are not limited to: (a) projections of
revenues, capital expenditures, growth, prospects, dividends, capital
structure and other financial matters; (b) statements of plans and objectives
of our management or Board of Directors; (c) statements of future economic
performance; (d) statements of assumptions underlying other statements and
statements about us and our business relating to the future; and (e) any
statements using the words "anticipate," "expect," "may," "project," "intend"
or similar expressions.

Overview
-------
The Company is in the business of producing masks and filters for medical
devices designed to reduce the possibility of transmission of contagious
diseases.  The Company is also a distributor of a blood clotting device for
surgery, trauma and burn wound management.

Since its inception, the Company has been involved primarily in the
development of its technology.  During this time, revenues have not been
adequate to cover operating expenses. Without adequate revenues to offset
expenditures, the Company has reported a loss in each of its years of
existence.  To date, the Company has funded itself by way of a series of
private equity placements.  As of the end of fiscal 2004, the Company had
offset its accumulated deficit in this manner. The most valuable asset of the
Company is its intellectual property and technology.  The Company acquired the
rights to a substantial portion of its intellectual property from its
president and chief executive officer (See "Critical Accounting Policies and
Estimates," below), which property includes title to the patent on a component
of an emergency CPR assistance device, called a dual-filtered vapor isolation
valve and the rights to certain other technologies related to environmental
masks.  Rights pertaining thereto include the right to maintain, sell and
improve the devices, and to license those rights.  Although the Company
believes its technology to be very valuable in the economic sense, this value
is not quantified as such on the Company's balance sheet since the technology
is recorded at historical cost rather than fair value.

Results of Operations
---------------------

Revenues:  During 2004, the Company reported a decrease in revenues of
approximately 47% from revenues for 2003, primarily due to the substantial
decrease in orders from the U.S. military during 2004 as compared to 2003.
The U.S. military had substantially increased its orders during 2003 due to
international conflicts throughout the world, which increase was reversed in
2004.  Government orders, historically, have been sporadic based upon the
timing of their restocking requirements, although there are no guarantees as
to when or if the government will continue to re-order any of the Company's
products. In addition to competition from other companies that may offer
alternative products, governmental orders from the military are dependent on
current foreign affairs and international conflicts and the need for emergency
products in the US military.  The Company is now focusing on a
marketing-driven sales effort in order to increase revenues that will
ultimately cover total expenditures.

<PAGE>
<PAGE> 18

A substantial portion of the Company's revenues for 2004 were from the sale of
the environmental masks produced in Taipei, Taiwan.  The Company expects the
demand for these environmental masks to increase in the near future due to
continuing virus outbreaks in the Far East such as SARS and Avian
Influenza(Bird Flu).

Revenues have also been generated in 2004 and 2003 in part from the sale of
the emergency CPR assistance device.  Sales for this product have remained
relatively constant over the past year or two.

Additionally, the Company generated revenues in 2004 and 2003 related to
Superstat, a modified collagen hemostat, for which the Company has exclusive
distribution rights to the U.S. and foreign governments and militaries.
Revenues related to Superstat substantially decreased during 2004 due to the
drastic decline in government orders during 2004 as previously discussed.  For
2004 and 2003, the percentage of revenues derived from sales to the government
were 30% and 84%, respectively.  As previously discussed, in addition to
competition from other companies that may offer alternative products,
governmental orders from the military are dependent on current foreign affairs
and international conflicts and the need for emergency products in the US
military.

Cost of Sales: During 2004, the Company reported a decrease in cost of sales
of approximately $233,000 or 47% compared to 2003, which is commensurate with
the decrease in revenues for the same period.  Costs as a percentage of sales
were 65% for both of the years ended December 31, 2004 and 2003. The Company
expects costs as a percentage of sales to be approximately 63% to 66% in the
future unless significant changes in the cost of materials occur. Costs as a
percentage of sales is expected to be slightly less than in the past due to
the expected increase in sales in foreign markets and the corresponding
reduced costs overall in those markets. The significant components of the
Company's cost of sales include actual product cost, including outsourced
manufacturing and packaging, freight and shipping, and royalties paid on
revenues generated.

Operating Expenses: General and administrative expenditures for 2004 as
compared to 2003 increased $764,720 or approximately 92% as a result of
substantially increased consulting and legal fees incurred during 2004, which
increases are detailed below.  During 2004, the Company issued 400,000 shares
of common stock to its directors valued at $0.36 per shares for services
rendered in their positions as directors.  No shares were issued during 2003
for director service as there was no formal policy in place for director
compensation.  The Company has now formalized director compensation for future
years.

The Company also issued approximately 1,400,000 shares of common stock during
2004 for services rendered and to be rendered to various outside consultants
and lawyers.  These services include efforts to form strategic alliances and
relationships with potential distributors of the Company's products, including
any product-related public relations efforts associated with the efforts,
developing marketing programs specifically targeted to promoting brand name
awareness, legal fees, patent related services, and services related to
researching potential product distribution agreements and/or marketing
agreements in the Pacific Rim.

<PAGE>
<PAGE> 19

The value of the approximate 1,400,000 shares issued was approximately
$630,000 of which $68,000 represents deferred compensation at December 31,
2004.   Consulting expenses which were paid for through the issuance of common
stock totaled $187,720 for 2003, compared to $702,550 for 2004.  The Company
expects to, in the near future, incur additional operating costs related to
hiring a Director of Manufacturing and marketing personnel for the increased
business that is expected during 2005 related to the Itochu agreement as
previously discussed.  The significant components of the Company's operating
expenses for 2004 include salaries and wages totaling $206,353, consulting,
director fees and other professional services totaling $1,126,232, product and
liability insurance totaling $70,592 and office rent totaling $64,187.

Research and development: Although not significant for the periods presented,
the Company expects research and development costs to increase somewhat in the
future as the Company intends to bring additional products to market during
the next twelve months, now that additional funding has been obtained. Future
research and development costs for testing, validation and FDA filings for
these potential new products are estimated to range from $25,000 to $35,000
during the next twelve months.  An additional $70,000 to $80,000 may also be
required for the commission of molds for these potential new products.  The
significant components of our research and development costs include prototype
development and materials, governmental filings and laboratory testing.

Liquidity and Capital Resources
-------------------------------

The Company currently does not have and is not presently able to generate
sufficient net cash inflows from operations to sustain its business efforts as
well as to accommodate its growth plans.  It is management's intent to seek to
create additional revenues through the development and sales of its emergency
respiration equipment and its environmental masks through potential
distribution agreements currently being negotiated.

To obtain funding for the Company's ongoing operations, on September 30, 2004,
the Company entered into three separate subscription agreements with
accredited investors, pursuant to an offering conducted under Rule 506 of
Regulation D, as promulgated under the Securities Act of 1933.  In connection
with the offering, the Company sold 3,000,000 shares of common stock at a
purchase price of $0.25 per share, pursuant to which the Company received
gross proceeds of $750,000. In connection with this offering, the Company also
issued (i) Class A Warrants for the purchase of 3,600,000 shares of common
stock; and (ii) Class B Warrants for the purchase 2,000,000 shares of common
stock. The Class A Warrants are exercisable at $0.30 per share for a two year
period. The Class B Warrants were exercisable at $.001 per share 120 days
after the date of closing for a period of five years.

However, the Class B Warrants were to expire in the event that the Company was
able to provide the investors within 120 days from the issue date of the Class
B Warrants with validation and acknowledgment, in the form of a letter or
statement from the United States Department of Defense, that the Company's
products are approved for military use and/or can be used in military
applications. Subsequent to December 31, 2004, this validation and
acknowledgment was obtained and the 2,000,000 Class B warrants were cancelled.

<PAGE>
<PAGE> 20

The Company was obligated to register the shares of common stock issued and
the shares issuable upon the exercise of the warrants as part of an S-2
registration statement, which was filed on October 29, 2004 and became
effective on November 12, 2004.  As part of the transaction, the Company paid
$75,000 in cash and issued warrants to a finder for the purchase of 600,000
shares of common stock exercisable at $0.30 per share for two years. The
Company also paid escrow and related transaction expenses of $44,250.

The Company also issued 906,775 shares of common stock through the exercise of
common stock warrants during 2004, for total proceeds of $271,381.  Subsequent
to December 31, 2004, the Company issued an additional 694,500 shares of
common stock through the exercise of common stock warrants for total proceeds
of $207,375.  In addition, the Company may receive additional funds of up to
approximately $1,188,000 through the exercise of common stock warrants
currently outstanding.

With the recent funds raised, the Company intends to bring additional products
to market during the next twelve months, including the breathing circuit
filters, the ELVIS BVM bag, and the continued marketing and development of the
personal environmental masks as previously described.  The research and
developments costs associated with the ELVIS BVM device will be the most
significant.

The estimated expense for testing, validation and FDA filings for ELVIS will
be approximately $25,000. The commission of molds for the ELVIS BVM bag will
require approximately $70,000 to $80,000 over the next twelve months.

The Company has incurred an accumulated deficit of $9,778,014 as of December
31, 2004, resulting from the continued losses since inception.  For this and
other reasons, our auditors for our most recent fiscal year ended December 31,
2004, expressed substantial doubt as to our ability to continue operating as a
going concern.

Due to the increased exposure and liability for public entities, the cost of
our liability insurance has increased substantially over the past several
years.  The Company's insurance policies cover general/product, directors and
officers, and employment practices liability.  Currently, the cost of this
insurance coverage is approximately $72,000 annually.  The Company does not
expect the cost to increase substantially, however, over the next few years.

Cash used by our operating activities for the years ended December 31, 2004
and 2003 was funded primarily by the sale of common stock for cash and
shareholder advances.

On September 30, 2004, the Company issued 1,055,556 shares of common stock in
lieu of outstanding debt as follows:

 - 250,000 shares to the Company's President for past due wages;
 - 250,000 shares to the Company's Secretary/Treasurer for past due
   wages;
 - 130,556 shares to the Company's Chief Financial Officer for past due
   wages;
 - 400,000 shares to the Company's directors for past board service; and
 - 25,000 shares to an outside individual not associated with the company
   for past services performed.

<PAGE>
<PAGE> 21

On September 15, 2004, the Company adopted a 2004 Stock Option and Award Plan
(the "Plan") under which options to acquire the Company's common stock or
bonus stock may be granted from time to time to employees, including officers
and directors and/or subsidiaries.  In addition, at the discretion of the
board of directors or other administrator of the Plan, options to acquire
common stock or bonus stock may from time to time be granted under the Plan to
other individuals who contribute to the Company's success or to the success of
the Company's subsidiaries but who are not employees.  A total of 2,500,000
shares of common stock may be subject to, or issued pursuant to, options or
stock awards granted under the terms of the Plan.

As of December 31, 2004, 1,479,000 shares of the Company's common stock were
issued pursuant to the Plan for the services of various individuals to the
Company.  The 1,479,000 shares issued were recorded at the fair market value
of the shares on the date of issuance which was $0.45 per share for a total of
$665,550.  However, a total of $492,540 of this amount was originally recorded
as deferred compensation for services to be rendered to the Company in the
future, and $45,000 was capitalized to patent and acquired technology costs
related to one of the Company's developing products.  Amortization of $424,540
of the deferred compensation was recorded through December 31, 2004, leaving a
remaining balance of deferred compensation of $68,000 at December 31, 2004.

The Company is continuing to focus on a marketing-driven sales effort of its
medical products and the environmental masks and associated filters,
particularly in the Asian markets, to increase revenues that will ultimately
cover total expenditures.

In September 2004, the Company announced that it had been awarded a Prototype
Development/Testing/Evaluation Grant (PDT&E) to develop a testing protocol for
filter media on behalf of the U.S. Military. As part of this project, the
Company will begin testing their licensed nano-enhanced filter media at
Edgewood Chemical Biological Center in Edgewood, Maryland. The testing and
evaluation process is expected to be completed during early 2005, following
which (assuming positive testing results), the Company expects to sub-license
its nano-enhanced filter media to a Department of Defense approved
manufacturer to enhance existing filtration products that are currently used
by the U.S. Air Force, Army and Navy, as well as to commence development of
new product applications that will serve to better protect U.S. Military
personnel.

On December 28, 2004, the Company entered into an exclusive, long-term
agreement with Itochu Techno Chemical, Inc. (Itochu), a Japanese corporation,
whereby Itochu will distribute the Company's Respaide, Vapor Isolation Valve
and Series One Breathing Circuit Filter products in Japan.  The agreement
terminates on May 31, 2008, but can be extended for an additional three-year
period.  The agreement also allows for Itochu to form sub-distribution
agreements with other medical product companies, with the Company's approval,
to promote the sale of the Company's products in Japan.


<PAGE>
<PAGE> 22

During early 2005 and in conjunction with Itochu's partner/affiliate, Senko
Medical Instruments Mfg. Co. Ltd (one of Japan's leading medical products
distributors), Itochu will conduct a marketing review through June 1, 2005.
This marketing review is required by Koseisho (Ministry of Health and Welfare,
similar to the United States FDA) and mandates that companies who have been
granted a certificate of import and a certificate of sale comply fully with
Japanese regulations concerning medical products.  The marketing review will
enable Itochu to make initial introductions of the products to potential
customers in Japan, to determine the potential size of the market in Japan,
and to allow the Company and Itochu to establish minimum purchase requirement
quantities applicable to the agreement for each annual period commencing on
June 1, 2005.

Management intends to seek to create additional revenues through the
development and sales of the Company's emergency respiration equipment and
sales of its environmental masks through potential distribution agreements
currently being negotiated in Taiwan and Japan, and to rely upon additional
equity financing, if required, to sustain operations until revenues are
adequate to cover the costs.  Management can offer no assurance with respect
to its ability to create additional revenues, obtain additional equity
financing or execute its long-term business plans.  The Company's ability to
continue as a going concern, however, may be dependent upon the success of
those plans.

During our current fiscal year 2005, the Company expects that it will be able
to continue measures that will (i) reduce unnecessary cash outflows, and (ii)
increase revenues through our improved marketing efforts.

The Company's future business model is intended to be cost-efficient and will
emphasize:  (1) in-house research and development;  (2) accumulation of
intellectual property assets;  (3) ownership of key production equipment; and
(4) outsourcing of all manufacturing, distribution, warehousing, and order
fulfillment. Accordingly, the Company benefits from low overhead, as well as
the pricing advantages inherent in proprietary specialty products.

Impact of Inflation and Interest Rates
--------------------------------------
At this time, we do not anticipate that either inflation or interest rate
variations will have a material impact on our future operations.

Critical Accounting Policies and Estimates
------------------------------------------

Except with regard to the estimated useful lives of patents and acquired
technology, the Company does not employ any critical accounting policies or
estimates that are either selected from among available alternatives or
require the exercise of significant management judgment to apply or that if
changed are likely to materially affect future periods.  Management reviews
the carrying value of the technology assets annually for evidence of
impairment and considers, based on its current marketing activities, plans and
expectations, and the perceived effects of competitive factors and possible
obsolescence, whether any write-downs should be taken or whether the estimated
useful lives should be shortened.



<PAGE>
<PAGE> 23

Recent Accounting Pronouncements
--------------------------------

In December, 2004, the Financial Accounting Standards Board (FASB) issued SFAS
No. 123 (Revised 2004), Share-Based Payment (SFAS 123R). SFAS 123R requires
that compensation cost related to share-based employee compensation
transactions be recognized in the financial statements. Share-based employee
compensation transactions within the scope of SFAS 123R include stock options,
restricted stock plans, performance-based awards, stock appreciation rights
and employee share purchase plans. The provisions of SFAS 123R are effective
as of the first interim period that begins after June 15, 2005. Accordingly,
we will implement the revised standard in the third quarter of fiscal year
2005, if applicable.

In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary
Assets, an Amendment of APB Opinion No. 29, Accounting for Nonmonetary
Transactions.  The amendments made by SFAS 153 are based on the principle that
exchanges of nonmonetary assets should be measured based on the fair value of
the assets exchanged. Further, the amendments eliminate the narrow exception
in APB Opinion No. 29 for nonmonetary exchanges of similar productive assets
and replace it with a broader exception for exchanges of nonmonetary assets
that do not have commercial substance. The Statement is effective for
nonmonetary asset exchanges occurring in fiscal periods beginning after June
15, 2005. We do not expect to enter into any transactions that would be
affected by adopting SFAS 153.

ITEM 7.  FINANCIAL STATEMENTS

Our financial statements for the reporting period are set forth immediately
following the signature page to this Form 10-KSB.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

There were no disagreements with Piercy Bowler Taylor & Kern on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction
of Piercy Bowler Taylor & Kern would have caused Piercy Bowler Taylor & Kern
to make reference to the subject matter of such disagreements in connection
with their reports on our 2004 or 2003 financial statements.

ITEM 8A. CONTROLS AND PROCEDURES

Our principal executive and principal financial officers have participated
with management in the evaluation of effectiveness of the controls and
procedures required by paragraph (b) of Rule 13a-15 or Rule 15d-15 under the
Exchange Act as of the end of the period covered by this report.  Based on
that evaluation, our principal executive and principal financial officers
believe that our disclosure controls and procedures (as defined in Rule 13a-
15(e) or Rule 15d-15(e) under the Exchange Act) are effective as of the end of
the period covered by the report.  There have been no changes in our internal
controls that have materially affected, or are reasonably likely to materially
affect, our internal controls over financial reporting during the period
covered by this report.

<PAGE>
<PAGE> 24

PART III.

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTORS, AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The members of the Board of Directors of the Company serve until the next
annual meeting of the stockholders, or until their successors have been
elected.  The officers serve at the pleasure of the Board of Directors.
Information as to the directors and executive officers of the Company is as
follows:

Name                    Age         Position                    Held Since
----                    ---         --------                    ----------
Douglas K. Beplate      50          President, Director         July 2000

Peter Clark             53          Secretary, Treasurer        June 1997

Steve M. Hanni          37          Chief Financial Officer     November 2002

Thomas Glenndahl        58          Director                    May 2002

Dr. Raymond C.L. Yuan   61          Director                    December 1997

Sherman Lazrus          71          Interim CEO, Chairman,      June 2001
                                    Director                    December 1998

David Bloom              55        Director                May 2004

The principal occupation and business experience for each of the present
directors and executive officers of the Company are as follows:

Douglas K. Beplate, President, signed an agreement with the Company in 1996
whereby he provided consulting services and was subsequently appointed to his
present position and elected to the Board of Directors in July, 2000.  Mr.
Beplate is the co-founder of the Company.  He is also an officer of the
Company whose responsibilities include product design, research and
development, patent work and production.  Prior to his position with the
Company, he was a consultant to various medical products firms from 1993 to
1996 where he was involved in research and development, and product design.
Mr. Beplate is also an experienced entrepreneur and business manager.  He was
Founder of Kinder tot, Inc. (1990-1993).  He has directed and managed all
aspects of a $10 million budget for a $100 million sporting goods company,
Udicso, d.b.a. Sunset (1980-1986) including advertising, merchandising,
promotions, markdowns, vendor relations and inventory control of 50 stores in
six states.

Mr. Clark joined the Company in 1995, and was subsequently appointed
Secretary/Treasurer and elected to the Board of Directors in 1997.  He
resigned from the board in 2002.  Mr. Clark has more than 17 years experience
in product development, sales and marketing.  He began his career in 1981 as a
buyer for Udisco, d.b.a. Sunset Sports Center of Salt Lake City, UT, and
remained in that position until 1986.  In 1986, Mr. Clark became Merchandise
Coordinator, Western Region for Herman's Sporting Goods, Inc. of Carteret, NJ
and was subsequently promoted to Merchandise Director in 1989.  He held this
position until joining the Company.  Mr. Clark graduated from Colorado State
University in 1975 with a Bachelor of Science degree in Exercise and Sports
Science.


<PAGE>
<PAGE> 25

Steve M. Hanni, Chief Financial Officer, was appointed as the CFO on a part-
time basis during November 2002.  He has worked extensively with the Company
over the past seven or eight years as an outside auditor or financial
consultant.  Mr. Hanni currently devotes approximately 30-40% of his time with
the Company. He is also currently a partner in the accounting firm of Stayner,
Bates & Jensen, PC in Salt Lake City, Utah. He was formerly an audit partner
with HJ & Associates, LLC from 1997 to 2001 where he served as the Company's
outside auditor.  He received his BA from Weber State University in 1993 and
an MA in Accounting from Weber State University in 1994.  He has worked
extensively with small public companies in numerous industries.

Thomas Glenndahl, Director, was appointed as a director in May 2002.  He was
born in Sweden in 1946 and educated in the United States and Europe and
resides in Waterloo, Belgium and Tiburon, California.  He graduated with a
Masters degree of Business Administration in international marketing from
Gothenburg School of Economics in 1970.  His professional experience includes:
Commercial Attache with the Swedish Chamber of Commerce in Paris, France
(1970-1971); Investment Banker with Barkley Securities, London and England
(1972-1974), US Director of Interstudy, San Francisco (1974-1977), CEO of
Sitzmat, Inc., San Francisco (1977-1981), and; Founder of the ASPECT
International Language Schools in San Francisco, CA (1982) which was sold to
Sylvan Learning Systems in 1998.  Since 1998, Mr. Glenndahl has acted as an
independent investor and consultant.  He currently serves as a Director of
Harling Properties in Sweden, Aksu Pharmaceuticals in Turkey, Transnico
International Group SA and Transnico Technologies Group SA in Belgium.  He is
also a partner in the MVI Group in Scandinavia and Switzerland.

Dr. Raymond C.L. Yuan, Director, was elected to the Board in December, 1997.
Since 1993, Dr. Yuan has served as Managing Director of AsiaWorld Medical
Technology Limited, an exclusive master distributor of advanced medical and
healthcare products in South East Asia, including the People's Republic of
China.  In addition, Dr. Yuan currently serves in the following positions:
President of the MedNet Group located in Hong Kong, a group of healthcare
education and communications companies; Managing Director of Bio-health
Consultancy Limited (Hong Kong), a consulting firm specializing in bio-health
and biotechnology consulting to medical institutions; and Executive Director
of Financial Resource International, Limited located in Hong Kong, an
international investment banking firm.  Dr. Yuan graduated form the University
of California, Berkeley in 1967 with a Bachelor of Science degree in
Chemistry.  He subsequently received a Masters degree in Physical Chemistry
from Columbia University in 1968 and a Ph.D. in Chemical Physics from Columbia
University in 1972.  Dr. Yuan was also a National Health Institute
Postdoctoral Fellow at Yale University in 1972 and a Rudolph J. Anderson
Fellow at Yale University in 1974.  Dr. Yuan also received a Master of
Business Administration degree from Stern School of Business Administration,
New York University in 1983.

<PAGE>
<PAGE> 26

Sherman Lazrus, Director, Interim CEO, was elected to the Board in December
1998, and appointed as Interim Chief Executive Officer in June 2001.  Mr.
Lazrus has nearly 40 years' experience in government and private sector health
care and health care finance.  Mr. Lazrus presently also serves as President
of American Medical Capital, a division of American Medical Enterprises, LLC
located in Bethesda, Maryland, a financial services and investment banking
company specializing in the healthcare industry, a position he has held since
1991.  Mr. Lazrus is also currently a director for Imaging Diagnostics
Systems, Inc., a medical technology company that has developed a laser breast
imaging system, and currently located in Plantation, Florida.  Imaging
Diagnostics Systems, Inc. is traded on the NASDAQ OTCBB under the symbol
"IMDS". Mr. Lazrus has been a director since December 2002. From 1976 through
1991, Mr. Lazrus held management positions in private sector health care and
health care finance companies.  From1975 to 1976, Mr. Lazrus served as Deputy
Assistant Secretary of Defense for Health Resources and Programs where his
principal responsibility was the development of policies and legislation
concerning operation of the military health care system and the CHAMPUS
program covering approximately 10 million people with annual operation costs
of approximately $3.5 billion.  From 1973 to 1975, Mr. Lazrus served as
Director, Office of Policy Coordination, Office of Assistant Secretary of
Health where he was responsible for Medicare and Medicaid policy matters.

David Bloom, Director, was elected to the Board in May 2004. Mr. Bloom has
been CEO and President of Le Gourmet Chef, housewares products company, since
2001.  From 1999 to 2001, he was CEO and founder of Princeton Photo Network,
an entity consolidating photography studios to reduce costs.  From 1994 to
1999, he was CEO and founder of Sneaker Stadium, a start up venture that
expanded to 50 store locations.  From 1991 to 1994, Mr. Bloom was CEO and
President of Record World, and successfully turned around the 80 store
retailer of music products.  From October 1990 to March 1991, Mr. Bloom served
as COO of Barnes & Noble bookstores, responsible for the small store division.
From 1974 to 1990, Mr. Bloom was employed by Herman's World of Sporting Goods,
as President and CEO from 1987 to 1990.  Mr. Bloom received a B.S.E. degree
from the University of Michigan in 1971 and an M.B.A. from Harvard Business
School in 1974.

All directors hold office until the next annual stockholders' meeting or until
their death, resignations, retirement, removal, disqualification, or until
their successors have been elected and qualified.  Officers of the Company
serve at the will of the Board of Directors.

There are no agreements or understandings for any officer or director of the
Company to resign at the request of another person and none of the officers or
directors are acting on behalf of or will act at the direction of any other
person.

             COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Our Common Stock is registered pursuant to Section 12(g) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in connection
therewith, directors, officers, and beneficial owners of more than 10% of our
Common Stock are required to file on a timely basis certain reports under
Section 16 of the Exchange Act as to their beneficial ownership of our Common
Stock.  We believe to the best of our knowledge that under the SEC's rules for
reporting of securities transactions by directors and executive officers, all
required reports for the year ended December 31, 2004 have been timely filed,
except for the following:

<PAGE>
<PAGE> 27

Douglas Beplate's ownership reported in Item 11 below reflects corrections to
previously filed ownership reports to reflect non-market dispositions of
935,093 shares in connection with a personal loan payment, 200,000 shares in
connection with a settlement with a former director and officer, 185,000
shares in a divorce settlement, 30,000 shares gifted to various individuals,
market sales of shares in 2004, and the acquisition of 250,000 shares on
September 15, 2004 as employment compensation valued at $0.36 per share. Mr.
Beplate filed a Form 4 late on March 31, 2005 reporting the acquisition of
shares in September and his corrected total beneficial ownership.

Peter Clark's ownership reported in Item 11 below reflects corrections to
previously filed ownership reports to reflect sales in the period from
February 2004 through November 2004 of an aggregate of 70,000 shares for which
he filed Form 144s but no Form 4s, as well as the acquisition of 250,000
shares on September 15, 2004 as employment compensation valued at $0.36 per
share, and 75,000 shares on September 30, 2004 as bonus employment
compensation valued at $0.45 per share. Mr. Clark filed a Form 4 late on March
31, 2005 reporting the acquisition of shares in September 2004 and his
corrected total beneficial ownership.

Sherman Lazrus filed a Form 4 late on March 31, 2005, correcting previously
filed reports by reporting non-market dispositions to various family members
by gift in November 2002 for which he received no consideration.

ITEM 10.  EXECUTIVE COMPENSATION

The following table sets forth certain summary information concerning the
compensation paid or accrued to our chief executive officer and each of its
other executive officers that received compensation in excess of $100,000
during such periods (as determined at December 31, 2004, the end of our last
completed fiscal year for which this report is being filed):
<TABLE>
<CAPTION>
                                                             Long Term Compensation
                                                             ----------------------
                     Annual Compensation                       Awards           Payouts
                                             Other     Restricted
Name and                                     Annual       Stock    Options  LTIP    All other
Principal Position  Year  Salary   Bonus($) Compensation  Awards    /SARs   Payout  Compensation
------------------  ----  -------  -------  ------------  ------   -------  ------  ------------
<S>              <C>    <C>      <C>      <C>           <C>      <C>      <C>     <C>
Sherman Lazrus      2004  $     0  $      0(1)       0   $ 36,000(4)     0       0             0
Interim CEO         2003  $     0  $      0(1)       0          0        0       0             0
                    2002  $     0  $111,000(1)       0     25,000(4)     0       0             0

Douglas Beplate     2004  $96,000(2)$     0          0          0        0       0             0
President           2003  $96,000(2)$     0          0          0        0       0             0
                    2002  $96,000(2) 34,300(3)       0   $ 25,000(5)     0       0             0
</TABLE>

(1) Mr. Lazrus received compensation during 2002 in the form of shares issued
at $.37 per share (300,000 shares valued at $111,000).  In 2003 or 2004, Mr.
Lazrus did not receive any salary compensation.
(2) In 2002, Mr. Beplate received $169,174 in the form of shares issued at
$.20 per share representing accrued salary from 2000, 2001, and through
September 30, 2002.  Additional 2002 salary of $24,000 had been accrued.  In
2003, Mr. Beplate received $37,000 in cash and the remaining balance was
accrued.  In 2004, Mr. Beplate received $46,500 in cash and $90,000 in the
form of shares issued at $.36 per share representing the remaining accrued
salaries from 2002, 2003 and part of 2004.  Total remaining unpaid salary due
to Mr. Beplate at December 31, 2004 totaled $42,237.
(3) In 2002, Mr. Beplate also received 171,500 shares issued at $.20 per share
representing a bonus totaling $34,300.

<PAGE>
<PAGE> 28

(4) In 2002, Mr. Lazrus also received 100,000 shares issued at $0.20 per share
as a directors fee totaling $20,000 and 25,000 shares issued at $0.20 per
share for the cancellation of 100,000 stock options.  These shares were valued
at $5,000.  In 2004, Mr. Lazrus also received 100,000 shares issued at $.36
per share as a directors fee totaling $36,000.
(5) In 2002, Mr. Beplate also received 100,000 shares issued at $0.20 per
share as a directors fee totaling $20,000 and 25,000 shares issued at $0.20
per share for the cancellation of 600,000 stock options.  These shares were
valued at $5,000.

Compensation of Directors
-------------------------
During fiscal 2004, the Company issued a total of 400,000 shares of common
stock valued at $0.36 per share, to the Company's directors for director
services rendered totaling $144,000.  On September 22, 2004, pursuant to a
Board resolution, the Company's board approved the annual compensation to be
$18,000 per director for services rendered as a member of the Board of
Directors, payable in cash or an equivalent number of common shares calculated
based upon the closing price of the shares on each anniversary date.  The
anniversary date is to be August 31st of each year.  In addition, directors
are reimbursed for expenses incurred in connection with their services as
directors.

During fiscal 2003, directors did not receive any form of compensation for
their services as directors.

The board of directors met one time in person and two times via telephone
during fiscal 2004.

Committees of the Board of Directors
------------------------------------
During 2002, the board of directors established an Audit Committee with Mr.
Raymond Yuan, Mr. Thomas Glenndahl and Mr. Frank Corsini as the members.  The
Board of Directors elected Mr. Thomas Glenndahl as the Chairman of the Audit
Committee and had determined that Mr. Raymond Yuan was an "audit committee
financial expert" as defined under new SEC regulations, who is independent of
management of the Company.  Mr. Corsini resigned as a director and member of
the audit committee during March 2004. At that time, the audit committee was
discontinued.  The Company is not required under the law to have an audit
committee.  The original tasks and responsibilities of the audit committee are
now performed by the entire board of directors.

Also during 2002, the board of directors established an Executive Committee
with Mr. Sherman Lazrus, Mr. Thomas Glenndahl and Mr. Doug Beplate as the
members.  At the same time the audit committee was discontinued, the executive
committee was also discontinued.  The original tasks and responsibilities of
the executive committee are now performed by the entire board of directors.

Code of Ethics
--------------
The Company has not adopted a Code of Ethics for its executive officers and
employees because it is in the process of examining and considering one.




<PAGE>
<PAGE> 29

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of March 18, 2005 the name and address and
the number of shares of our Common Stock, par value $0.001 per share, held of
record or beneficially by each person who held of record, or was known by us
to own beneficially, more than 5% of the 34,382,348 shares of our Common Stock
issued and outstanding, and the name and shareholdings of each director and of
all officers and directors as a group.  Beneficial ownership numbers and
calculation of % of class assume the exercise of any outstanding options and
warrants and the corresponding increase in the number of outstanding shares.

Title of Class   Name and Address           Number of Shares   % of Class
--------------   ----------------           ----------------   ----------
Common           Douglas K. Beplate
                 175 Cassia Way, Suite A115
                 Henderson, NV 89014               3,630,618        10.56

Common           Peter Clark
                 175 Cassia Way, Suite A115
                 Henderson, NV 89014               1,728,524         5.03

Common           Josiah T. Austin
                 12626 Turkey Creek Road
                 Pearce, AZ 85625                  3,549,500        10.32

Securities Ownership of Officers and Directors
----------------------------------------------
Common           Douglas K. Beplate
                 President, Director               3,630,618        10.56

Common           Peter Clark
                 Secretary/Treasurer               1,728,524         5.03

Common           Dr. Raymond C.L. Yuan               335,000         0.97
                 Director

Common           Sherman Lazrus                      425,000         1.24
                 CEO, Director

Common           Steve M. Hanni                      246,451         0.72
                 Chief Financial Officer

Common           David Bloom                         100,000         0.29
                 Director

Common           Thomas Glenndahl                    430,000         1.25
                 Director

                 Total (7 persons)                 6,895,593        20.06

<PAGE>
<PAGE> 30

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following related party transactions occurred during the years ended
December 31, 2004 and 2003 which are required to be disclosed pursuant to Item
404 of Regulation S-B.

Effective April 1, 2003, the Company entered into an "Agreement For Assignment
of Technology" with Douglas Beplate whereby he assigned all of his rights,
title and interest in various technology, patents and patent applications to
the Company.  This agreement is entirely separate from the original agreement
entered into with Mr. Beplate during 1996.  The 1996 agreement and technology
transfer were for the dual rotary isolation valve and any amendments to that
patent.  In conjunction with the technology transfer in 1996 of the dual
filtered isolation valve, the Company entered into a consulting agreement with
Mr. Beplate to continue developing the Respaide product including market
validation, testing, approval, molds and ongoing marketing.  This new
agreement effective April 1, 2003 reflects the purchase of technologies
related to hydrophobic and hydrophilic filtration used in a BVM setting which
was developed by Mr. Beplate outside of his Respaide consulting agreement and
before he became an officer or director of the Company, the rescission of the
5% royalty included in the original agreement on the Respaide technology, and
the license of nanocoatings on any filter configuration for environmental
masks and any other application for United States military use only.  The
nanocoatings technology was also developed by Mr. Beplate outside of his
Respaide consulting agreement and before he became an officer or director of
the Company.  The asset recorded on the initial purchase of the technology was
valued at $975,000 and paid for in cash to the extent of $130,000 and the
number of shares deemed equal to the remaining value.  In determining this
value, the members of the Board of Directors of the Company used their best
business judgment to estimate the future income potential of the acquired
technology.  This determination was made through an analysis of the potential
applications of the hydrophobic hydrophilic filtration technology and the
identifiable likely markets surrounding the technology.  These potential
applications at the time included the environmental mask, the ability to take
the technology into numerous industries and applications such as healthcare,
military, non-profit, and commercial segments, governmental use as it relates
to biochemical protection, and many other potential applications of the
nanotechnology.  Based upon the preliminary market analysis and potential
sales and marketing strategies included in a draft business plan and discussed
with the board of directors, the board determined and concluded that the
future market potential of the acquired technology likely exceeded the
$975,000 consideration to be paid to Mr. Beplate.  The 3,250,000 shares of
outstanding common stock issued to the officer were valued at $0.26 per share,
the market value on the date of issuance.  As part of the new agreement, the
officer was also to receive a 1% royalty on the gross sales of any and all
products utilizing the technology.  During June 2004, Mr. Beplate assigned
this 1% royalty to a separate company. Royalties of $895 were paid pursuant to
this agreement for the year ended December 31, 2004.


<PAGE>
<PAGE> 31

Stock Options
-------------
During 2001, the Company modified 600,000 vested options of various officers
and directors of the Company originally accounted for as fixed stock options
and originally expiring on various dates between December 2001 and December
2003 to (i) reduce the exercise price to $0.49 per share (a price above the
current market price of the Company's stock on the date of modification), and
(ii) extend the expiration date to June 28, 2004.  Accordingly, these options
originally were to be accounted for as variable stock options from the date of
the modification.  The Company did not incur any compensation expense during
2004 or 2003 under these variable stock options.  Under variable stock
options, the Company could incur additional compensation expense in the future
arising from the excess of the fair market value of the Company's stock over
the exercise price of the related options.  400,000 of the 600,000 modified
stock options were later cancelled during 2002 and the remaining 200,000
expired unexercised during 2004.

Stock Issuances to Related Parties
----------------------------------

On September 30, 2004, the Company issued 1,293,556 shares of common stock in
lieu of outstanding debt and other services rendered and to be rendered as
follows:

 - 250,000 shares to the Company's President, Doug Beplate, for past due
 wages;
 - 325,000 shares to the Company's Secretary/Treasurer, Peter Clark, for past
   due wages and other services rendered;
 - 318,556 shares to the Company's Chief Financial Officer, Steve Hanni, for
   past due wages and for future compensation of $66,000 as of December 31,
   2004; and
 - 400,000 shares to the Company's directors for past board service.

Effective April 1, 2003, the Company issued 3,250,000 shares of common stock
to Doug Beplate, President, valued at $0.26 per share plus $130,000 cash,
pursuant to an "Agreement For Assignment of Technology" whereby Mr. Beplate
assigned all of his rights, title and interest in various technology, patents
and patent applications to the Company, as described previously.

On February 28, 2003, 111,000 shares of common stock were issued to Wendy
Harper, outside consultant, valued at $0.22 per share (equal to the market
price on the date of issuance) in payment of consulting fees totaling $24,420.
Ms. Harper provides outside accounting, secretarial, and general managerial
consulting services to the Company.


<PAGE>
<PAGE> 32

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)(1)FINANCIAL STATEMENTS.  The following financial statements are included
in this report:

Title of Document                                                     Page
-----------------                                                     ----
Report of Independent Registered Public Accounting
 Firm - Piercy Bowler Taylor & Kern                                     34
Balance Sheet as of December 31, 2004                                   35
Statements of Operations for the years ended December 31,
 2004 and 2003                                                          36
Statements of Stockholders' Equity (Deficiency)                         37
Statements of Cash Flows for the years ended December 31,
 2004 and 2003                                                          39
Notes to the Financial Statements                                       41

 (a)(2)FINANCIAL STATEMENT SCHEDULES.  The following financial statement
schedules are included as part of this report:

None.

 (a)(3)EXHIBITS.  The following exhibits are included as part of this report:

Exhibit No.     Description
-----------     -----------

   31.01    Certification of Principal Executive Officer pursuant to
             Section 302 of the Sarbanes-Oxley Act of 2002
   31.02    Certification of Principal Financial Officer pursuant to
             Section 302 of the Sarbanes-Oxley Act of 2002
   32.01    Certification of Principal Executive Officer pursuant to 18
             U.S.C. Section 1350, as adopted, pursuant to Section 906 of
             the Sarbanes-Oxley Act of 2002
   32.02    Certification of Principal Financial Officer pursuant to 18
             U.S.C. Section 1350, as adopted, pursuant to Section 906 of
             the Sarbanes-Oxley Act of 2002

 (b) Reports on Form 8-K.

On October 4, 2004, the Company filed a Current Report on Form 8-K with the
Commission describing the sale of shares and warrants in a private placement
transaction to accredited investors (see Liquidity and Capital Resources
above).


<PAGE>
<PAGE> 33

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information required by Item 9(c) of Schedule 14A

On June 19, 2003, the Company engaged Piercy Bowler Taylor & Kern to act as
its independent certified public accountant.  Piercy Bowler Taylor & Kern
replaced PricewaterhouseCoopers, LLP, who resigned on May 21, 2003.

  1) Audit Fees - The aggregate fees billed us to date for fiscal year 2004
for professional services rendered by Piercy Bowler Taylor & Kern for the
audit of our annual financial statements and review of our quarterly financial
statements was approximately $37,500.   The aggregate fees billed for the
fiscal year 2003 for professional services rendered by Piercy Bowler Taylor &
Kern for the audit of our financial statements and review of our quarterly
financial statements was $41,600.  The aggregate fees billed by
PricewaterhouseCoopers, LLP for the review of our quarterly financial
statements for the period ended March 31, 2003 was $4,000.

  2) Audit-Related Fees - The aggregate fees billed us for fiscal years 2004
and 2003 for professional services rendered by Piercy Bowler Taylor & Kern for
other professional services rendered such as the review of the Company's S-2
registration statement and S-8 filings was $6,150 and $2,400, respectively.
The aggregate fees billed by PricewaterhouseCoopers LLP for these types of
services rendered during 2004 and 2003 was $17,500 and $13,000, respectively.

  3) Tax Fees - None
  4) All Other Fees - None
                                  SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this amended report to be signed on its behalf by the undersigned,
thereunto duly authorized.
                                   EMERGENCY FILTRATION PRODUCTS, INC.

March 30, 2005                      By /S/Douglas K. Beplate
                                    Douglas K. Beplate, President

March 30, 2005                      By /S/Steve M. Hanni
                                    Steve M. Hanni, Chief Financial Officer

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

Signature               Title                               Date
---------               -----                               ----
/S/Sherman Lazrus       Chairman, Chief Executive Officer   March 30, 2005
/S/Douglas K. Beplate   President, Director                 March 30, 2005
/S/Raymond C.L. Yuan    Director                            March 30, 2005
/S/Thomas Glenndahl     Director                            March 30, 2005
/S/David Bloom          Director                            March 30, 2005


<PAGE>
<PAGE> 34


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Emergency Filtration Products, Inc.
Henderson, Nevada

We have audited the accompanying balance sheet of Emergency Filtration
Products, Inc. (the Company) as of December 31, 2004, and the related
statements of operations, stockholders' equity (deficiency), and cash flows
for the years ended December 31, 2004 and 2003.  These financial statements
are the responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  The Company is not
required to have, nor were we engaged to perform, audits of its internal
control over financial reporting.  Our audits included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting.  Accordingly, we express no such opinion.
An audit also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, 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 provide a reasonable basis for our opinion.

In our opinion, the accompanying financial statements of the Company present
fairly, in all material respects, its financial position as of December 31,
2004, and the results of its operations and cash flows for the years ended
December 31, 2004 and 2003, in conformity with accounting principles generally
accepted in the United States.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 1, the Company
has incurred losses resulting in a working capital deficiency and an operating
deficit, and its ability to pay its obligations when due and to continue
operations is dependent upon its ability to develop and sell its products
through potential distribution agreements or obtain additional equity
financing, if needed.  These conditions raise substantial doubt as to the
Company's ability to continue as a going concern.  Management's plans in
regard to those matters are also described in Note 1.  The financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.

/S/
Piercy Bowler Taylor & Kern
Certified Public Accountants and Business Advisors
Las Vegas, Nevada

February 4, 2005

<PAGE>
<PAGE> 35

EMERGENCY FILTRATION PRODUCTS, INC.
Balance Sheet
As of December 31, 2004

ASSETS

CURRENT ASSETS
 Cash and cash equivalents                                      $    438,151
 Accounts receivable, net of allowance for doubtful                    8,071
  accounts of $8,500
 Prepaid expenses and other                                           40,342
 Inventory                                                           183,275
                                                                 -----------
                                                                     669,839
                                                                 -----------
PROPERTY AND EQUIPMENT, net of accumulated depreciation
 of $182,835                                                          66,181
                                                                 -----------
OTHER ASSETS
 Patents and acquired technology, net of accumulated
  amortization of $143,097                                           971,689
 Deposits and other assets                                             3,462
                                                                 -----------
                                                                     975,151
                                                                 -----------
                                                                $  1,711,171
                                                                 ===========
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
 Accounts payable - unrelated parties                           $     36,522
 Accounts payable - related parties                                  168,972
 Accrued expenses                                                     89,761
 Notes payable                                                        25,479
                                                                 -----------
                                                                     320,734
                                                                 -----------
STOCKHOLDERS' EQUITY
 Common stock, par value $0.001 per share; authorized 50,000,000
  shares; 33,687,848 shares issued and outstanding                    33,688
 Additional paid-in capital                                       11,210,673
 Deferred compensation                                               (68,000)
 Accumulated other comprehensive income                               (7,910)
 Deficit                                                          (9,778,014)
                                                                 -----------
                                                                   1,390,437
                                                                 -----------
                                                                $  1,711,171
                                                                 ===========



The accompanying notes are an integral part of these financial statements.


<PAGE>
<PAGE> 36

EMERGENCY FILTRATION PRODUCTS, INC.
Statements of Operations
For the Years Ended December 31, 2004 and 2003

                                                      2004          2003
                                                   -----------   -----------
NET SALES                                         $    405,831  $    764,025
                                                   -----------   -----------
COSTS AND EXPENSES

 Cost of sales                                         261,941       495,368
 Depreciation and amortization                         110,161        84,770
 Research and development                                    -         8,961
 General and administrative                          1,594,482       829,762
                                                   -----------   -----------
                                                     1,966,584     1,418,861
                                                   -----------   -----------
LOSS FROM OPERATIONS                                (1,560,753)     (654,836)
                                                   -----------   -----------
OTHER INCOME (EXPENSE)

 Interest income                                             -            38
 Interest expense                                      (44,480)      (51,657)
                                                   -----------   -----------
                                                       (44,480)      (51,619)
                                                   -----------   -----------
NET LOSS                                          $ (1,605,233) $   (706,455)
                                                   ===========   ===========
BASIC AND DILUTED LOSS PER SHARE                  $      (0.06) $      (0.03)
                                                   ===========   ===========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                          29,110,478    24,231,565
                                                   ===========   ===========









The accompanying notes are an integral part of these financial statements.

<PAGE>
<PAGE> 37

EMERGENCY FILTRATION PRODUCTS, INC.
Statements of Stockholders' Equity (Deficiency)
For the Years Ended December 31, 2004 and 2003
<TABLE>
<CAPTION>
                                                                         Accumulated                  Total
                                                Additional    Deferred     other                   stockholders'
                             Common Stock         paid-in      compen-  comprehensive                 equity
                         Shares      Dollars      capital      sation      income       Deficit    (deficiency)
                       ----------   ----------   ----------   ---------   ----------   ----------   -----------
<S>                 <C>          <C>          <C>          <C>         <C>          <C>          <C>
Balances, Jan 1, 2003  17,448,700  $    17,449  $ 7,223,536           -            -  $(7,466,326) $   (225,341)

Common stock issued
 for services and in
 settlement of debt at
 $0.22 per share          636,000          636      139,284           -            -            -       139,920

Common stock issued
 pursuant to private
 placements at $0.18
 per share, net of
 related offering costs 4,668,483        4,668      730,307           -            -            -       734,975

Common stock issued
 pursuant to a stock
 exchange agreement
 at $0.11 per share       400,000          400       41,600           -            -            -        42,000

Common stock issued
 pursuant to a private
 placement at $0.40 per
 share, net of related
 offering costs           750,000          750      234,250           -            -            -       235,000

Common stock issued for
 services rendered
 valued at $0.63
 per share                 93,334           93       58,707           -            -            -        58,800

Common stock issued to
 acquire rights to
 certain technology
 and patents from a
 related party valued
 at $0.26 per share     3,250,000        3,250      841,750           -            -            -       845,000

Unrealized foreign
 exchange gain                  -            -            -           -  $     1,860            -         1,860

Net loss for 2003               -            -            -           -            -     (706,455)     (706,455)
                       ----------   ----------   ----------   ---------   ----------   ----------   -----------
Balances, Dec 31, 2003 27,246,517  $    27,246  $ 9,269,434           -  $     1,860  $(8,172,781) $  1,125,759
                       ----------   ----------   ----------   ---------   ----------   ----------   -----------

</TABLE>


The accompanying notes are an integral part of these financial statements.



<PAGE>
<PAGE> 38

EMERGENCY FILTRATION PRODUCTS, INC.
Statements of Stockholders' Equity (Deficiency)(Continued)
For the Years Ended December 31, 2004 and 2003
<TABLE>
<CAPTION>
                                                                         Accumulated                  Total
                                                Additional    Deferred     other                   stockholders'
                             Common Stock         paid-in      compen-  comprehensive                 equity
                         Shares      Dollars      capital      sation      income       Deficit    (deficiency)
                       ----------   ----------   ----------   ---------   ----------   ----------   -----------
<S>                 <C>          <C>          <C>          <C>         <C>          <C>          <C>
Balances, Dec 31, 2003 27,246,517  $    27,246  $ 9,269,434           -  $     1,860  $(8,172,781) $  1,125,759

Common stock issued in
 exercise of warrants
 at prices ranging
 from $0.25 to $0.50
 per share                906,775          907      270,474           -            -            -       271,381

Common stock and
 warrants issued
 pursuant to a private
 placement at $0.25
 per share, net of
 related offering
 costs of $119,250      3,000,000        3,000      627,750           -            -            -       630,750

Common stock issued to
 directors for services
 rendered valued at
 $0.36 per share          400,000          400      143,600           -            -            -       144,000

Common stock issued to
 officers in lieu of
 past due wages and
 bonuses valued at
 $0.36 per share          630,556          631      226,369           -            -            -       227,000

Common stock issued for
 services rendered and
 for services to be
 rendered at prices
 ranging from $0.36
 to $0.45 per share     1,404,000        1,404      628,146  $  (68,000)           -            -       561,550

Common stock issued to
 acquire additional
 rights to certain
 technology valued
 at $0.45 per share       100,000          100       44,900           -            -            -        45,000

Unrealized foreign
 exchange loss                  -            -            -           -       (9,770)           -        (9,770)

Net loss for 2004               -            -            -           -            -   (1,605,233)   (1,605,233)
                       ----------   ----------   ----------   ---------   ----------   ----------   -----------

Balances, Dec 31, 2004 33,687,848  $    33,688  $11,210,673  $  (68,000) $    (7,910) $(9,778,014) $  1,390,437
                       ==========   ==========   ==========   =========   ==========   ==========   ===========

</TABLE>


The accompanying notes are an integral part of these financial statements.


<PAGE>
<PAGE> 39

EMERGENCY FILTRATION PRODUCTS, INC.
Statements of Cash Flows
For the Years Ended December 31, 2004 and 2003

                                                      2004          2003
                                                   -----------   -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                          $ (1,605,233) $   (706,455)
Adjustments to reconcile net loss to net cash
 used in operating activities:
 Depreciation                                           38,257        29,941
 Amortization of intangibles                            71,904        54,829
 Loss on vacating lease                                  8,674             -
 Bad debts                                              22,780           533
 Common stock issued for services                      702,550       187,720
Changes in operating assets and liabilities:
 Accounts receivable                                   (17,476)         2,228
 Prepaid expenses and other                             77,140        49,192
 Inventory                                                (835)     (123,058)
 Deposits                                                8,268        (8,268)
 Accounts payable - unrelated and related parties      163,332       202,741
 Accrued expenses                                       (2,071)       61,217
                                                   -----------   -----------
   Net Cash Used In Operating Activities              (532,710)     (249,380)
                                                   -----------   -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment                        -       (95,283)
Patent and technology costs                                  -      (133,943)
                                                   -----------   -----------
   Net Cash Used In Investing Activities                     -      (229,226)
                                                   -----------   -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of stock                    902,131     1,011,975
Repayments of advances from shareholders                     -      (344,070)
Repayments on notes payable                            (70,001)      (64,082)
                                                   -----------   -----------
   Net Cash Provided By Financing Activities           832,130       603,823
                                                   -----------   -----------
EFFECT OF CURRENCY EXCHANGE RATE CHANGES
  ON CASH AND CASH EQUIVALENTS                          (9,770)        1,860
                                                   -----------   -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS              289,650       127,077

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR         148,501        21,424
                                                   -----------   -----------
CASH AND CASH EQUIVALENTS AT END OF YEAR          $    438,151  $    148,501
                                                   ===========   ===========



The accompanying notes are an integral part of these financial statements.

<PAGE>
<PAGE> 40

EMERGENCY FILTRATION PRODUCTS, INC.
Statements of Cash Flows (Continued)
For the Years Ended December 31, 2004 and 2003


                                                      2004          2003
                                                   -----------   -----------
SUPPLEMENTAL CASH FLOW INFORMATION
Cash Payments For:
 Interest                                         $      2,781  $      4,397

Non-Cash Investing and Financing Activities
 Common stock issued for services                 $    278,010  $    187,720
 Common stock issued for deferred compensation    $     68,000  $          -
 Common stock issued to reduce accounts payable   $    230,000  $     56,325
 Common stock issued for patent rights and
  acquired technology                             $     45,000  $    845,000
 Non-cash reduction in note payable               $          -  $     14,799
 Deferred costs financed with debt                $     59,600  $     72,489



The accompanying notes are an integral part of these financial statements.

<PAGE>
<PAGE> 41

EMERGENCY FILTRATION PRODUCTS, INC.
Notes to the Financial Statements
For the Years Ended December 31, 2004 and 2003

NOTE 1   NATURE OF BUSINESS AND GOING CONCERN

Nature of business

Emergency Filtration Products, Inc. (the "Company") engages in the
development, production and sale of emergency respiration equipment and
related products.

Going concern

The Company's financial statements are prepared using accounting principles
generally applicable to a going concern, which contemplates the realization of
assets and liquidation of liabilities in the normal course of business.  The
Company has incurred negative cash flow from operations and significant
losses, which have resulted in a deficit of $9,778,014 at December 31, 2004.

In late 2004, the Company was awarded a grant from the U.S. military to
develop a testing protocol for its filter media.  The funds from this grant
will be paid directly to the testing facility during 2005 as the testing for
the Company's nano-enhanced filter media is completed.

The Company has been able to raise additional funds during 2004 totaling
approximately $900,000 through the issuance of additional common shares and
through the exercise of outstanding warrants in order to raise the necessary
capital to sustain operations until revenues are adequate to cover the costs.
These funds have been used to retire previously outstanding debt and for
ongoing working capital.

Consequently, the Company's ability to continue as a going concern may be
dependent upon the success of management's ongoing business plans which, as
explained below, include a) continued product development efforts, b)
continuing efforts to increase its product sales in the U.S. and
internationally, and c) obtain additional equity financing, if needed.

It is management's intent to seek to create additional revenues through the
development and sales of its emergency respiration equipment and its
environmental masks.  Throughout 2004, the Company had been in discussions
with a large Asian multinational company, involved in chemical and related
businesses, including air filtration, that had shown interest in a possible
distribution agreement for the Company's air filter products and technologies
in Japan.  During October 2004, the Company announced that this large Asian
company obtained a Certificate of Import and a Certificate of Sale from the
Koseisho (the Japanese Ministry of Health and Welfare, akin to the United
States Food and Drug Administration) to immediately begin importing and
selling certain of the Company's emergency respiration products in Japan.  On
December 28, 2004, the Company entered into an exclusive, long-term agreement
with this large Asian company whereby the Asian company will distribute
certain of the Company's products in Japan.  The agreement terminates on May
31, 2008, but can be extended for an additional three-year period.  The
agreement also allows for the Asian company to form sub-distribution
agreements with other medical product companies, with the Company's approval,
to promote the sale of the Company's products in Japan.


<PAGE>
<PAGE> 42

EMERGENCY FILTRATION PRODUCTS, INC.
Notes to the Financial Statements
For the Years Ended December 31, 2004 and 2003

NOTE 1   NATURE OF BUSINESS AND GOING CONCERN

Going concern (continued)

Management can offer no assurance with respect to its ability to create
additional revenues, obtain additional equity financing, if needed, or
otherwise execute its long-term business plans.  The accompanying financial
statements do not include any adjustments relating to the recoverability and
classification of asset carrying amounts or the amount and classification of
liabilities that might result from the outcome of this uncertainty.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash equivalents

The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.

Inventory

Raw materials and finished goods are stated at the lower of cost (on a first-
in, first-out basis) or market.   The inventory at December 31, 2004, consists
of raw materials used in the assembly and production of the emergency
respiration equipment and environmental masks produced in Taiwan.  The cost of
work-in-process and finished goods include raw materials and direct labor.

Inventory at December 31, 2004 is as follows:

Raw materials                                   $   76,361
Work-in-process                                     92,687
Finished goods                                      14,227
                                                ----------
                                                $  183,275
                                                ==========
Patents and acquired technology costs

Amortization is computed over an estimated economic useful life of 15 years.
Management reviews the carrying value of these assets annually for evidence of
impairment and considers, based on its current marketing activities, plans and
expectations, and the perceived effects of competitive factors and possible
obsolescence, whether any write-downs should be taken or whether the estimated
useful lives should be shortened (Note 3).

Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates that affect the
reported amounts.  Actual results could differ from those estimates.






<PAGE>
<PAGE> 43

EMERGENCY FILTRATION PRODUCTS, INC.
Notes to the Financial Statements
For the Years Ended December 31, 2004 and 2003

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property and equipment

Property and equipment is stated at cost.  Depreciation is computed using the
straight-line and accelerated methods over estimated useful lives of 3 to 7
years.

Basic and diluted loss per share

The computation of basic and diluted loss per share of common stock is based
on the weighted average number of shares outstanding during the period of the
financial statements.  Common stock equivalents, consisting of 4,633,550 and
2,655,000 stock options and warrants at December 31, 2004 and 2003,
respectively, have not been included in the calculation as their effect is
antidilutive for the periods presented.  Basic and diluted loss per share are,
therefore, equal.

Revenue recognition

Revenue is recognized when persuasive evidence of an arrangement exists, the
seller's price to the buyer is fixed or determinable, collectibility is
reasonably assured and delivery has occurred.  As such, the Company recognizes
revenue for its products generally when the product is shipped and title
passes to the buyer.  There are no multi-deliverables or product warranties
requiring accounting recognition.

Equity securities

Equity securities issued for services rendered have been accounted for at the
fair market value of the securities based on market trading on the date of
issuance.

Stock options

The Company accounts for stock-based employee compensation arrangements in
accordance with provisions of Accounting Principles Board Opinion (APB) No.
25, Accounting for Stock Issued to Employees.  However, there were no options
granted during the years ended December 31, 2004 or 2003.

In December 2004, the FASB issued Statement of SFAS No. 123 (Revised 2004),
Share-Based Payment (SFAS 123R).  SFAS 123R requires that the use of APB
Opinion No. 25 be discontinued and that compensation cost related to share-
based employee compensation transactions be recognized in the financial
statements.  The Company will implement the revised standard prospectively in
the third quarter of fiscal year 2005, without any retroactive effect or
cumulative adjustment.

<PAGE>
<PAGE> 44

EMERGENCY FILTRATION PRODUCTS, INC.
Notes to the Financial Statements
For the Years Ended December 31, 2004 and 2003

NOTE 3   PATENTS AND ACQUIRED TECHNOLOGY

The Company has an agreement with its President by which it acquired rights to
certain intellectual property, including title to the patent on a component of
an emergency CPR assistance device called a dual filtered rotary isolation
valve.  Rights pertaining thereto include the right to maintain, sell and
improve the device, and to license those rights.  In conjunction with the
technology transfer of the dual filtered isolation valve, the Company also has
a consulting agreement with this individual to continue developing the product
including market validation, testing, approval, molds and ongoing marketing.

Effective April 1, 2003, the Company entered into another agreement with its
President whereby the President assigned all of his rights, title and interest
in various technology, patents and patent applications to the Company.  This
new agreement reflects the purchase of additional technologies related to
hydrophobic and hydrophilic filtration, which was developed by this individual
outside of his previous consulting agreement and before he became an officer
or director of the Company, and the license of nanocoatings on any filter
configuration for environmental masks and any other application for US
military use only.  The nanocoatings technology was also developed by this
individual outside of his consulting agreement and before he became an officer
or director of the Company.  The asset recorded on the initial purchase of the
technology was valued at $975,000 and paid for in cash to the extent of
$130,000 and 3,250,000 shares of common stock valued at $0.26 per share.  The
President is also to receive a 1% royalty on the gross sales of any and all
products utilizing the technology.  During June 2004, the Company's President
assigned this 1% royalty to a separate company. Royalties of $895 were paid
pursuant to this agreement for the year ended December 31, 2004.  No royalties
were paid or accrued pursuant to this agreement for the year ended December
31, 2003.

In a prior year, the Company acquired from an unrelated party rights to a BVM
Bag invention, a portable emergency safety resuscitator, for 20,000 shares of
restricted common stock then valued at $20,000 (or $1.00 per share which
represented the market value of the shares on the date of issuance).  Pursuant
to the related agreement, as subsequently amended, the Company was
conditionally obligated to issue an additional 100,000 shares of restricted
common stock to the assignor of the technology once the products associated
with the BVM Bag technology were fully developed and ready for manufacture and
market.  The remaining 100,000 shares were issued to the assignor of the
technology during September 2004, valued at $0.45 per share, since it was
determined that the products were fully developed and ready for manufacuture
and market.  In the event the Company is sold or merged with another entity,
the assignor shall receive an additional 50,000 shares of restricted shares or
participate as a member of the negotiating team concerning the sale or merger
for the purpose of negotiating a royalty on the patent, not to be less than
2.5% of gross sales of the patented product.

<PAGE>
<PAGE> 45

EMERGENCY FILTRATION PRODUCTS, INC.
Notes to the Financial Statements
For the Years Ended December 31, 2004 and 2003

NOTE 4 - RELATED PARTY TRANSACTIONS

Accounts payable to related parties is comprised of advances from
shareholders, employees, and officers and accrued wages and expense
reimbursements due to various officers and employees. Amounts are non-interest
bearing, unsecured and due on demand.

Balance, January 1, 2004                 $  213,707
Advances and wage accruals                  341,265
Repayments through common stock issuances  (220,500)
Repayments with cash                       (165,500)
                                         ----------
Balance, December 31, 2004               $  168,972
                                         ==========
NOTE 5 - STOCK OPTIONS

A summary of the status of the Company's stock options as of December 31, 2004
and 2003, and changes during the years then ending, are presented below:

                                             Weighted      Weighted
                                              average       average
                                             exercise     grant date
                               Options         price      fair value
                              -----------   -----------   -----------
Outstanding, December 31, 2002  2,245,000   $      0.64   $         -
Expired/Canceled               (1,485,000)         0.75             -
                              -----------   -----------   -----------

Outstanding, December 31, 2003    760,000          0.52             -
Expired/Canceled                 (760,000)         0.52             -
                              -----------   -----------   -----------
Outstanding, December 31, 2004          -   $         -   $         -
                              ===========   ===========   ===========

During 2004 and 2003, 1,485,000 and 760,000 stock options, respectively,
exercisable at prices ranging from $1.00 to $0.75 expired unexercised.

No options were issued or exercised during 2004 or 2003.

NOTE 6 - STOCK TRANSACTIONS FOR 2004 AND 2003

During the year ended December 31, 2004, the Company issued 906,775 shares of
common stock through the exercise of common stock warrants at prices ranging
from $0.25 to $0.50 per share, for total proceeds of $271,381.



<PAGE>
<PAGE> 46

EMERGENCY FILTRATION PRODUCTS, INC.
Notes to the Financial Statements
For the Years Ended December 31, 2004 and 2003

NOTE 6 - STOCK TRANSACTIONS FOR 2004 AND 2003 (Continued)

Also during September 2004, the Company entered into various subscription
agreements with three separate accredited investors, pursuant to an offering
conducted under Rule 506 of Regulation D, as promulgated under the Securities
Act of 1933.  In connection with the offering, the Company sold 3,000,000
shares of common stock at a purchase price of $0.25 per share, pursuant to
which the Company received gross proceeds of $750,000. In connection with this
offering, the Company also issued (i) Class A Warrants for the purchase of
3,600,000 shares of common stock; and (ii) Class B Warrants for the purchase
of 2,000,000 shares of common stock. The Class A Warrants are exercisable at
$0.30 per share for a two year period. The Class B Warrants were exercisable
at $.001 per share 120 days after the date of closing for a period of five
years. However, the Class B Warrants were to expire in the event that the
Company provides the investors within 120 days from the issue date of the
Class B Warrants with validation and acknowledgment, in the form of a letter
or statement from the United States Department of Defense, that the Company's
products are approved for military use and/or can be used in military
applications. Subsequent to December 31, 2004, this validation and
acknowledgment was obtained and the 2,000,000 Class B warrants were cancelled.
The Company was obligated to register the shares of common stock issued and
the shares issuable upon the exercise of the warrants as part of an S-2
registration statement, which was filed on October 29, 2004, and became
effective on November 12, 2004.  As part of this transaction, the Company paid
$75,000 in cash and issued warrants to a finder for the purchase of 600,000
shares of common stock exercisable at $0.30 per share for two years. The
Company also paid escrow and related transaction expenses of $44,250.

On September 30, 2004, the Company issued an additional 1,055,556 shares of
common stock in lieu of cash payment of outstanding debt as follows:

   - 250,000 shares to the Company's President for past due wages;
   - 250,000 shares to the Company's Secretary/Treasurer for past due
             wages;
   - 130,556 shares to the Company's Chief Financial Officer for past due
             wages;
   - 400,000 shares to the Company's directors for past board service; and
   - 25,000 shares to an outside individual not associated with the company
             for past services performed.


<PAGE>
<PAGE> 47

EMERGENCY FILTRATION PRODUCTS, INC.
Notes to the Financial Statements
For the Years Ended December 31, 2004 and 2003

NOTE 6 - STOCK TRANSACTIONS FOR 2004 AND 2003 (Continued)

On September 15, 2004, the Company adopted the 2004 Stock Option and Award
Plan (the "Plan") under which options to acquire the Company's common stock or
bonus stock may be granted from time to time to employees, including officers
and directors and/or subsidiaries.  In addition, at the discretion of the
board of directors or other administrator of the Plan, options to acquire
common stock or bonus stock may from time to time be granted under the Plan to
other individuals who contribute to the Company's success or to the success of
the Company's subsidiaries but who are not employees.  A total of 2,500,000
shares of common stock may be subject to, or issued pursuant to, options or
stock awards granted under the terms of the Plan.  As of December 31, 2004,
1,479,000 shares of the Company's common stock were issued pursuant to the
Plan for the services of various individuals to the Company.  The 1,479,000
shares issued were recorded at the fair market value of the shares on the date
of issuance which was $0.45 per share for a total of $665,550.  Of this
amount, $552,550 was charged to compensation expense, $45,000 was capitalized
as patent and acquired technology costs related to one of the Company's
developing products, and $68,000 remains as deferred compensation to be
charged to expense in a future period when the services are provided.

On February 20, 2003, the Company issued 636,000 shares of common stock
pursuant to an S-8 registration valued at $0.22 per share (equal to the market
value on the date of issuance) for legal and outside accounting and managerial
consulting services rendered valued at $128,920 and in payment of certain
accounts payable totaling $11,000.

During May 2003, the Company issued an additional 93,334 shares of common
stock valued at $0.63 per share (equal to the market value on the date of
issuance) for legal and outside accounting, managerial and marketing
consulting services rendered valued at $58,800.

During the period from January to April 2003, the Company sold 3,861,118
shares of common stock to various accredited investors in a private placement
that was entered into and closed on April 23, 2003 at $0.18 per share.
Pursuant to this offering, the Company also granted a total of 695,000 three
year, non-callable warrants to purchase common stock exercisable at $0.25 per
share. Also pursuant to this offering, the Company granted 695,000 three year,
non-callable warrants to purchase common stock exercisable at $0.25 per share
to related principals of the investment firm as a finders fee. Each person
receiving shares in the foregoing transaction completed a subscription
agreement verifying his/her status as an accredited investor. Also as part of
the agreement with the investment firm who raised the funds, the Company paid
a placement fee of 10% plus a charge of 3% of the gross proceeds raised.

During April 2003, the Company issued 555,556 shares of common stock to two
separate accredited investors in a private placement at $0.18 per share (total
funds received of $100,000).  The Company also granted to these investors a
total of 100,000 three year, non-callable warrants to purchase common stock
exercisable at $0.25 per share.  Each of the two individuals receiving shares
in the foregoing transaction completed a subscription agreement verifying his
status as an accredited investor.

<PAGE>
<PAGE> 48

EMERGENCY FILTRATION PRODUCTS, INC.
Notes to the Financial Statements
For the Years Ended December 31, 2004 and 2003

NOTE 6 - STOCK TRANSACTIONS FOR 2004 AND 2003 (continued)

During May 2003, the Company issued 251,809 shares of common stock to an
accredited investor in a private placement at $0.18 per share (funds of
$45,325 received in December 2002).  The Company also granted to this investor
45,325 three year, non-callable warrants to purchase common stock exercisable
at $0.25 per share.  The investor completed a subscription agreement verifying
his status as an accredited investor.

Also during May 2003, the Company sold an additional 750,000 shares of common
stock to various accredited investors in a separate private placement at $0.40
per share.  Pursuant to this offering, the Company granted a total of 300,000
three year, non-callable warrants to purchase common stock exercisable at
$0.50 per share.  Also pursuant to this offering, the Company granted 105,000
three year, non-callable warrants to purchase common stock exercisable at
$0.50 per share to related principals of the investment firm as a finders fee.
Each person receiving shares in the foregoing transaction completed a
subscription agreement verifying his/her status as an accredited investor.

In January 2003, in anticipation of a possible joint marketing or joint
venture with Centrex, Inc. (Centrex), an Oklahoma corporation, the Company
entered into a letter of intent whereby the Company and Centrex would exchange
common shares as follows:

      - the Company would issue 450,000 shares of restricted common stock
   which shares would have piggy-back registration rights to be
   included in the Company's SB-2 registration.

      - Centrex would issue 300,000 shares of free-trading common stock to the
        Company.

This exchange of shares between the Company and Centrex was done in order to
provide the Company with some immediate needed cash for ongoing operations
since the Centrex shares were considered to be free-trading shares.  Upon
receipt of the 300,000 shares of Centrex, the Company immediately sold the
shares for gross proceeds of $42,000.  Because of the share price differences
between the two companies, the Company negotiated with Centrex for a lesser
amount of shares to issue.  Accordingly, a total of 400,000 shares of common
stock were issued to Centrex pursuant to this agreement.

As discussed in Note 3, effective April 1, 2003, the Company issued 3,250,000
shares of common stock to its current President, valued at $0.26 per share
(the market value of the shares on the date of the agreement) or a total of
$845,000, plus $130,000 cash, pursuant to an "Agreement For Assignment of
Technology" whereby the Company's President assigned all of his rights, title
and interest in various technology, patents and patent applications to the
Company.  The consideration paid for the technology was approved by the Board
of Directors and the President abstained from the vote.  The President's
holdings of the Company's common stock constituted substantially less than a
controlling interest both before and after this transaction.

<PAGE>
<PAGE> 49

EMERGENCY FILTRATION PRODUCTS, INC.
Notes to the Financial Statements
For the Years Ended December 31, 2004 and 2003

NOTE 6 - STOCK TRANSACTIONS FOR 2004 AND 2003 (continued)

This agreement reflects the purchase of additional technologies related to
hydrophobic and hydrophilic filtration, which was developed by the President
outside of his previous consulting agreement and before he became an officer
or director of the Company, the rescission of the 5% royalty included in the
original agreement described in Note 3, and the license of nanocoatings on any
filter configuration for environmental masks and any other application for US
military use only.  The nanocoatings technology was also developed by the
President outside of his previous consulting agreement and before he became an
officer or director of the Company.  The President is to receive a 1% royalty
on the gross sales of any and all products utilizing the technology.

NOTE 7 - STOCK WARRANTS OUTSTANDING

As discussed in Note 6, the Company has granted warrants to purchase common
stock in conjunction with certain stock issuances for cash.  A summary of the
status of the Company's stock warrants as of December 31, 2004 and 2003, and
changes during the years then ending, are presented below:

                                             Weighted      Weighted
                                              average       average
                                             exercise     grant date
                               Options         price      fair value
                              -----------   -----------   -----------
Outstanding, December 31, 2002          -   $         -   $         -
Granted                         1,940,325          0.30             -
                              -----------   -----------   -----------

Outstanding, December 31, 2003  1,940,325          0.30             -
Granted                         3,600,000          0.30             -
Exercised                        (906,775)         0.30             -
                              -----------   -----------   -----------
Outstanding, December 31, 2004  4,633,550   $      0.30   $         -
                              ===========   ===========   ===========

The outstanding warrants at December 31, 2004 are as follows:

               Number of           Exercise               Expiration
               warrants             price                    date
            -------------        ------------            ------------

                  100,000        $       0.25          April 11, 2006
                  707,300                0.25          April 23, 2006
                  226,250                0.50          May 27, 2006
                3,600,000                0.30          September 30, 2006




<PAGE>
<PAGE> 50

EMERGENCY FILTRATION PRODUCTS, INC.
Notes to the Financial Statements
For the Years Ended December 31, 2004 and 2003

NOTE 8 - INCOME TAXES

At December 31, 2004, the Company had net operating loss carryforwards for
federal income tax purposes of approximately $6,050,000 that may be offset
against future taxable income.  These operating loss carryforwards expire in
the years 2011 through 2024.  No tax benefit has been reported in the
financial statements because the potential tax benefits of the net operating
loss carryforwards are offset by a valuation allowance of the same amount.

The income tax benefit differs from the amount computed at federal statutory
rates of approximately 34% as follows:
                                                 2004         2003
                                             -----------   -----------
Income tax benefit at statutory rate         $   545,779   $   240,195
Adjustment for differences in
  amortization of patent and acquired
  technology costs                               (19,408)            -
Adjustment for depreciation differences           (9,083)            -
Adjustment for nondeductible expenses
  from common stock issued for
  services                                      (129,965)      (63,825)
                                             -----------   -----------
                                                 387,323       176,370
                                             -----------   -----------
Change in valuation allowance                   (387,323)     (176,370)
                                             -----------   -----------
                                             $         _   $         _
                                             ===========   ===========

Deferred tax assets (liabilities) are comprised of the following at December
31, 2004:

Operating loss carryforwards                    $2,050,000
Less valuation allowance                        (2,050,000)
                                                ----------
Net deferred tax assets                         $        -
                                                ==========