<PAGE> 1
               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, 2003

[ ]           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 24, 2004, there were 27,265,517 shares of the Registrant's Common
Stock, $.001 par value, outstanding.

<PAGE>
<PAGE> 2

State the Registrant's revenues for the December 31, 2003 fiscal year:
$764,025.

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 $11,319,444, based on the average bid and ask price of the
Registrant's stock on March 24, 2004 of $0.58 per share and 19,516,282 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




<PAGE>
<PAGE> 3

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................................    22

Item 8.   Changes in and Disagreements with
          Accountants on Accounting and Financial
          Disclosure..........................................    22

Item 8A.  Controls and Procedures.............................    22

Item 9.   Directors, Executive Officers, Promoters
          and Control Persons; Compliance with
          Section 16(a) of the Exchange Act...................    23

Item 10.  Executive Compensation..............................    26

Item 11.  Security Ownership of Certain
          Beneficial Owners and Management....................    28

Item 12.  Certain Relationships and
          Related Transactions................................    29

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

Item 14.  Principal Accountant Fees and Services..............    34

Signatures....................................................    34



<PAGE>
<PAGE> 4

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 is to receive
a 1% royalty on the gross sales of any and all products utilizing this
acquired technology.

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

<PAGE>
<PAGE> 5

introduced in 1997 and are considered the Company's flagship product. They
currently account for approximately 15-20% of the Company's overall sales.
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 and currently accounts for approximately
5-10% of the Company's overall sales.  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.  Superstat sales currently account
for approximately 70-80% of the Company's overall sales.

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
Philadelphia for the products during 2003 and 2002.

- 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 product is currently sold under three distinct
product offerings; 1) one mask with one replaceable filter, 2) one mask with
six replaceable filters, and 3) a package of six replaceable filters.  The
masks are offered in five colors; green, blue, white, black and orange.  The
Company entered into an agreement with a Taiwan based company, Weise Labs,
Inc. (Weise) during April 2003. (See Manufacturing and Distribution Agreements

<PAGE>
<PAGE> 6

below).  Weise began production of the masks during the third quarter of 2003
after a number of production delays caused by materials shortages and product
redesign efforts, and is currently pursuing marketing activities in the Asian
and Middle Eastern markets (specifically China, Hong Kong, South Korea,
Taiwan, Singapore, Thailand, Malaysia, India, Pakistan, Israel, Philippines
and Vietnam).  The Company and Weise have recently increased the production
capacity in its Taiwanese facility in anticipation of an increased demand for
its products.  At present, the Company's Taiwanese manufacturing facility is
capable of producing 8,000 to 12,000 filters per day.  The Company does not
expect to incur additional production delays due to material shortages or
redesign efforts in the near future unless a significant increase in demand
occurs beyond that which is already expected.  The Company will not seek FDA
approval for this product at the present time.  The Company has in addition,
recently acquired the license to manufacture and distribute these personal
protection masks enhanced with nanoparticles.  Although a small amount of
these masks were sold during the fourth quarter of 2003, the Company expects
to increase sales of these masks and filters during 2004 through an increase
marketing and sales effort.

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.

-  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 has just recently been
completed during early 2004 and the Company is now working on commissioning
molds for this product.  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 likely be filed with the FDA at a later date.  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

<PAGE>
<PAGE> 7

approved.  The Company plans to introduce ELVIS in the future.  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.

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
until terminated by either party.

As previously discussed, The Company entered into a "Manufacturing and
Distribution Services Agreement" during April 2003 with Weise Labs, Inc.
(Weise), a Taiwan based company, whereby Weise will have exclusive worldwide
rights to manufacture the Company's nano-enhanced environmental masks and
other masks using related technology, and will provide certain marketing and
distribution services to the Company in connection with the distribution of
such mask products in certain Asian and Middle Eastern territories.  Weise is
currently working on potential agreements between them and certain key
distributors in the Asian markets to distribute the masks.  No agreements have
been finalized with these key distributors as of the current date but Weise
has allocated the initial production of the masks to these distributors
pending completed contracts.  The Company will compensate Weise based upon
certain criteria as to whether or not Weise has provided distribution services
subsequent to the manufacture of the product.

For example, for each mask sold in which Weise provided distribution services
for, the Company will pay Weise an amount equal to the cost to Weise of
designing, fabricating, and manufacturing the particular mask sold.  For each
mask sold in which Weise did not provide distribution services for, the
Company will pay Weise 125% of the manufacture cost.  For those masks sold
where Weise provided distribution services, the Company will pay Weise an
additional fee of 5% of the selling price of the mask (Distribution Fee), plus
a margin fee totaling 42.5% of the net profit realized, per unit, on the masks
after deducting the manufacturing cost and distribution fee incurred per unit
sold.

<PAGE>
<PAGE> 8

In addition, the Company has agreed to pay an oversight fee of approximately
15% of the applicable profit margin (after the distribution fee) to an outside
company (Chan, Chamberlain & Associates, Inc.) for management and advisory
services related to the distribution of the product.  Weise will arrange for
and oversee inventory and storage of the masks following completion of
manufacturing and prior to shipment and will arrange for and oversee shipping
and transport of the masks to the customers.  Weise will also identify
customers in the prescribed markets and assist the Company in pursuing those
customers.  Weise will also invoice and receive payments from any Asian
customers and subsequently forward the collected funds to the
Company, less their applicable fees and costs.  It is currently estimated that
the Company will recognize an approximate 30% profit margin on environmental
mask product sales that will be distributed by Weise, based upon the current
estimated sales price of the masks in the Asian markets less the current
estimated costs of manufacturing the product and the corresponding
distribution and oversight fees of approximately 20% as described above.  It
is currently estimated that the Company will recognize an approximate 50%
profit margin on all other environmental mask product sales not distributed by
Weise, but distributed through the Company's efforts.  Based upon the current
efforts of both the Company and Weise and recent possible separate
distribution agreements being negotiated by both the Company and Weise, the
Company is expecting that Weise will be instrumental in providing distribution
services for approximately 50% of the Company's overall sales of the
environmental masks in the Asian markets.  Assuming Weise is responsible for
the distribution of approximately 50% of the Company's sales, the Company is
expected to recognize an approximate 40% profit margin on all environmental
mask product sales.  If this does not occur, however, the profit margins are
expected to range between 30% and 50% overall.  The agreement with Weise will
remain in effect unless terminated by either party.

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.

<PAGE>
<PAGE> 9

The Company will submit its filter technology to a final testing phase which
is to be conducted under U.S. Army auspices.  Assuming successful completion
of this final testing program, the Company may become eligible for a series of
grants from the U.S. Army and related agencies.  In addition, the Company will
be permitted to market any products that it develops, subject to governmental
approval, to the private sector.

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.

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.  The total revenue generated from these
agreements represents approximately  5-10% of overall sales during 2002 and
2003.

As previously explained, the Company has also entered into an exclusive
distribution agreement with Superstat Corporation for the distribution of the
Superstat product and has just recently 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 (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.

<PAGE>
<PAGE> 10

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.

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.

The Company recently, after extensive market research and consultations with
Weise Labs, Inc. (the Company's master distributor and local manufacturing
agent in the Asian Pacific market), redesigned its product offerings slightly
to a more suitable price for the Asian markets, including three distinct
product offerings; 1) one mask with one replacable filter, 2) one mask with
six replaceable filters, and 3) a package of six replacable filters.   Due to
recent virus outbreaks in the Far East such as SARS, there has been a recent
increase in the supply and demand for suitable mask products thus flooding the
market with competing less superior products.  This increased supply has
initially caused the prices to decline slightly.  In addition, this increased
demand for suitable masks in these markets initially caused a number of
production delays in Taiwan due to materials shortages.  The Company does not
believe, however, that it will experience additional delays or shortages of
product materials in the near future unless an additional extraordinary
increase in demand for the personal protection environmental masks occurs.

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.  As previously discussed, the Company experienced
production delays during 2003 in Taiwan due to material shortages.  These
shortages have since been abated and the Company does not expect significant
raw material shortages in the future, unless a dramatic increase in the demand
for personal protection environmental masks occurs.

Dependence on one or a few major customers
------------------------------------------
The majority (approximately 80-90% annually) of the Company's sales 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.

<PAGE>
<PAGE> 11

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.

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 is to receive a 1%
royalty on the gross sales of any and all products utilizing this acquired
technology.  No royalties have been paid or accrued pursuant to this agreement
as of December 31, 2003.

The Company most recently (September 2003) received notification 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

<PAGE>
<PAGE> 12

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

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 likely file a 510K application for acceptance as a Class II
medical device for the new ELVIS product in the 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:

- 2003 ($8,961) These costs are prototype development costs associated with
the new products such as materials, supplies, consulting fees, etc.
- 2002 ($12,206) These costs are prototype development costs associated with
the new products such as materials, supplies, consulting fees, etc.

<PAGE>
<PAGE> 13

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.

Employees
---------
The Company currently has 3 full time and 1 part time employees in the U.S.
and 8 additional part time employees in Taiwan.  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
September 30, 2002 through the issuance of common stock.  Additional amounts
since September 30, 2002 not paid through December 31, 2003 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
$83,000 as of December 31, 2003.  Accrued payroll for Mr. Clark totaled
$70,000 as of December 31, 2003.  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.  All part time employees are
also hourly and at-will.

The Company also retains the services of one 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.  Rent in Year 1 is $2,115,
includes NNN charges (tax, maintenance, garbage, etc), increasing 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.

The Company also presently occupies office, warehouse and production space in
Taipei, Taiwan under three, one year lease agreements.  The total property
consists of approximately 3,200 square feet of office and production space and
approximately 1,046 square feet of warehouse space.  The lease agreements
terminate in December 2004.  Rent for all three locations is $3,083 per month.

ITEM 3.  LEGAL PROCEEDINGS

There are no legal proceedings threatened or pending, except such ordinary
routine matters which may be incidental to the business currently being
conducted by the Company.

<PAGE>
<PAGE> 14

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, 2003.  We have scheduled a Special
Meeting of Shareholders for May 6, 2004 at 10:00 am Pacific Time at the Sunset
Station Hotel & Casino, 1301 West Sunset Road, Henderson, NV 89014, to:

     1.  Elect five directors to serve until the expiration of their
respective terms and until their respective successors are elected and
qualified;

     2.  Consider and act upon the ratification of the appointment of Piercy,
Bowler, Taylor & Kern, as independent public accountants; and

     3.  Transact such other business as may properly come before the Special
Meeting or any adjournment thereof.

A Proxy Statement with information regarding the Special Meeting will be
mailed on or about April 8, 2004 to shareholders of record as of March 26,
2004.



<PAGE>
<PAGE> 15

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

As of March 24, 2004, the Company had approximately 200 shareholders of record
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 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                    $ 0.41                $ 0.23
Quarter ended 9/30/02                     $ 0.43                $ 0.19
Quarter ended 6/30/02                     $ 0.44                $ 0.27
Quarter ended 3/31/02                     $ 0.55                $ 0.30

Fiscal Year 2001                          High Bid              Low Bid
----------------                          --------              -------
Quarter ended 12/31/01                    $ 0.78                $ 0.31
Quarter ended 9/30/01                     $ 0.56                $ 0.35
Quarter ended 6/30/01                     $ 0.74                $ 0.35
Quarter ended 3/31/01                     $ 0.82                $ 0.30


Trading of our common stock has been limited or sporadic.  The Company did not
issue any common stock during the quarter ended December 31, 2003.





<PAGE>
<PAGE> 16

Disclosure Regarding the Company's Equity Compensation Plans
------------------------------------------------------------
The Company does not have any equity compensation plans that have been
approved by the security holders.  However, the Company's Board of Directors
has 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, 2003.
<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                760,000               $0.52                  0
</TABLE>
The above stock options were granted as follows:

- 500,000 options were granted to Mike Crnkovich, the President of Emergency
Filtration at the time, during January 2001 for services rendered related to
his employment as President.  These options were granted with an exercise
price of $0.53 per share and expired, unexercised on January 8, 2004.
- 60,000 options were granted to an outside consultant for marketing services
rendered during January 2001.  These options were granted with an exercise
price of $0.53 per share and expired, unexercised on January 8, 2004.
- 100,000 options were granted to Mike Crnkovich, the President of Emergency
Filtration at the time, during June 2001 for services rendered related to his
employment as President.  These options were granted with an exercise price of
$0.49 per share and expire on June 28, 2004.
- 100,000 options were granted to an outside consultant for marketing services
rendered during June 2001.  These options were granted with an exercise price
of $0.49 per share and expire on June 28, 2004.

The above outstanding options are described as follows:

Number of         Exercise          Expiration
Options            Price               Date
---------         ---------       -------------------
560,000           $0.53             January 8, 2004
200,000           $0.49             June 28, 2004

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
-------
Since its inception, the Company has been involved 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 2003, 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 has acquired the rights to certain
intellectual property, 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.

As previously discussed, the Company has recently entered into a manufacturing
and distribution services agreement with Weise Labs, Inc. (Weise), a Taiwan
based company, whereby Weise will have exclusive worldwide rights to
manufacture the Company's nano-enhanced environmental masks and other masks
using related technology, and will provide certain marketing and distribution
services to the Company in connection with the distribution of such mask
products in certain Asian and Middle Eastern territories.  The Company has
advanced funds of approximately $280,000 through December 31, 2003 in order to
manufacture molds, to purchase equipment and to set up a manufacturing
facility for production, to purchase raw materials, and begin producing the
environmental masks.  The Company expects future costs, however, to be minimal
since costs of distribution and marketing of the products in the future are
incorporated into the agreement with Weise.

It is management's intent to seek to create additional revenues through the
development and sales of its emergency respiration equipment and sales of
their 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.

<PAGE>
<PAGE> 18

Results of Operations
---------------------
Year ended December 31, 2003 compared to year ended December 31, 2002
---------------------------------------------------------------------
Revenues:  During 2003, the Company reported revenues of $764,025.  This is an
increase of approximately 194% over revenues of $260,215 for the year ended
December 31, 2002.  This increase is primarily due to the substantial increase
in orders from the U.S. military in early 2003 due to ongoing international
conflicts throughout the world and in Afghanistan and Iraq. The Company is now
focusing on a marketing-driven sales effort in order to increase revenues that
will ultimately cover total expenditures. The Company is also now focusing on
marketing and selling the environmental masks and associated filters in the
Asian markets.

Revenues have been generated in part from the sale of the emergency CPR
assistance device ($133,833 and $98,130 for the years ended December 31, 2003
and 2002, respectively).  This represents an increase of approximately 36%
primarily due to the reasons stated above.

Additionally, the Company generated revenues 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 were $643,000 and $162,085 for the years ended December 31, 2003 and
2002, respectively, which represents an increase of 297%.  For the years ended
December 31, 2003 and 2002, the percentage of revenues derived from sales to
the government were 84% and 80%, respectively.  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 2003, the Company reported cost of sales of $495,368
compared to $167,760 during 2002.  This represents an increase of
approximately 195% which is consistent with the increase in revenues for the
same period.  Costs as a percentage of sales were 65% and 64% for the years
ended December 31, 2003 and 2002, respectively. The Company expects costs as a
percentage of sales to be approximately 60% to 65% 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 the Asian 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 the year ended
December 31, 2003 as compared to the year ended December 31, 2002 decreased to
$829,229 from $1,188,233, representing a decrease of approximately 30%.  These
reductions from 2002 to 2003 are the result of decreased consulting and legal
fees incurred during 2003.  As a result, the Company issued fewer shares of
common stock for services rendered to outside consultants and lawyers during
2003 as compared to 2002.  Consulting expense, which was paid for through the
issuance of common stock totaled $187,720 for the year ended December 31,
2003, compared to $650,441 for the year ended December 31, 2002.  The Company
does not expect to incur additional significant consulting expenses in the
near future.  The significant components of the Company's operating expenses
include salaries and wages totaling $206,674, consulting and other
professional services totaling $411,411, product and liability insurance
totaling $61,251 and office rent totaling $56,990.

<PAGE>
<PAGE> 19

Research and development:  Research and development costs decreased to $8,961
from $12,206 during the years ended December 31, 2003 and 2002, respectively.
The Company expects research and development costs to increase in the future
as the Company has plans to pursue the development of additional products
during 2004. The 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 $20,000 to
$30,000 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.

Depreciation and amortization expense: Depreciation and amortization expense
increased to $84,770 from $30,143 during the fiscal year ended December 31,
2003 and 2002, respectively, primarily due to the increase in production
machinery and the amortization on acquired technology during 2003. Cost of
sales, general and administrative expenses, and research and development cost
captions do not include any depreciation or amortization costs for each year
presented.

Other Expense:  Interest expense increased to $51,657 from $2,540 during the
years ended December 31, 2003 and 2002, respectively, primarily related to the
additional interest associated with the liquidated damages incurred and
accrued through December 31, 2003 since the Company's registration statement
has not yet been declared effective.  The remaining portion of the Company's
interest expense is primarily due to the Company's financing of its liability
insurance.

Net loss.  The Company had a net loss of $706,455 in 2003 or $0.03 per share
based on a weighted average of 24,231,565 common shares outstanding, compared
to a net loss of $1,140,667 in 2002 or $0.08 per share based on a weighted
average of 13,920,976 common shares outstanding.

Liquidity and Capital Resources
-------------------------------
Although the Company raised approximately $1,000,000 during early 2003, the
Company currently does not have and is not able to generate sufficient cash
from operations to sustain its business efforts as well as to accommodate its
growth plans.  Until it is able to generate sufficient revenues and cash flow
to sustain its operations, the Company will seek additional capital funding
through some combination of equity and debt financing.  In addition, the
Company may receive additional funds of up to approximately $585,000 through
the exercise of common stock warrants currently outstanding.  The Company is
also prepared to enter into bridge loans with existing shareholders during
2004, if necessary, to fund ongoing operations and to fund the Company's
planned research and development objectives, although no loan agreements have
currently been entered into.  These funds, if received, will be used for
ongoing operations and to fund the research and development objectives as
described below.

If funds are available, 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.

<PAGE>
<PAGE> 20

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 $20,000 to $30,000 over the next twelve months.

If additional funds are not raised during 2004 or if revenues do not increase
sufficient to cover the Company's operating costs, the Company will not have
the funds needed for these research and development costs.

The Company has incurred an accumulated deficit of $8,172,781 as of December
31, 2003, resulting from the continued losses since inception.  In their
report, our auditors for our most recent fiscal year ended December 31, 2003,
expressed substantial doubt as to our ability to continue operating as a going
concern.

The Company, pursuant to a manufacturing agreement with a company in Taiwan,
has used a portion of the funds raised during 2003 for additional equipment,
inventory and operating costs of approximately $280,000.  These costs were
funded using the proceeds raised from the various private placements during
2003.

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.

During the year ended December 31, 2003, the Company sold approximately
5,800,000 shares of common stock and warrants exercisable for shares of common
stock pursuant to various subscription agreements and raised approximately
$1,000,000 through these issuances for ongoing operations, additional research
and development, molds and other needed operating capital.

During fiscal 2003, the Company sold shares of Centrex, Inc., an unrelated
third party, pursuant to what may be a non-conforming prospectus that did not
list the Company as a selling shareholder.  This sale could result in a civil
liability to the purchaser for the consideration paid, $42,000, plus interest,
less any income the purchaser realized from a subsequent sale, or damages if
the purchaser no longer owns the shares.  At the time of the sale, the Company
believed that the shares were properly registered.  Because of this
transaction, the Company may also have some additional liability for violation
of laws or regulations governing unlawful sales of securities in interstate
commerce, although any such violation was inadvertent. No action against the
Company has been brought in this matter and management does not anticipate
that any action will be brought.

During February 2003, the Company issued 636,000 shares of common stock for
services rendered pursuant to an S-8 registration, valued at $0.22 per share,
for a total of $139,920.  The services rendered included legal services
totaling $99,000 and managerial and accounting related consulting services
totaling $40,920.

In addition, during May 2003, the Company issued 93,334 shares of common stock
valued at $0.63 per share for services rendered totaling $58,800.  These
services rendered included $6,300 of legal services, $35,000 for accounting
and marketing services, and $17,500 for managerial consulting.

<PAGE>
<PAGE> 21

Net cash used in operations was $249,380 for the year ended December 31, 2003
as compared to $3,516 for the year ended December 31, 2002.  This increase in
cash used was primarily due to the increased inventory being produced in
Taiwan and payment of outstanding accounts payable.  Cash used for operating
activities was primarily funded by the issuance of common stock for cash in
early 2003 of $1,011,975.  The Company also used cash of $408,152 during the
year ended December 31, 2003 to retire related party outstanding debt and
other long-term debt.  Cash used to retire related party outstanding debt and
other long-term debt for 2002 was $87,079.

In addition, cash of $95,283 was used during 2003 for the purchase of
additional molds and equipment used in the production facility in Taiwan, and
cash of $133,943 for the acquisition of additional patents and technology.
This is significantly higher than the cash used in the prior year for the
purchase of equipment and patent costs totaling $5,981.

During the current fiscal year 2004, the Company expects that it will be able
to continue measures that will (i) reduce unnecessary cash outflows, (ii)
increase revenues through our improved marketing effort; and (iii) raise
additional working capital, if necessary, through the issuance of our stock
for services and cash, or other equity or debt financing.

The Company's business model is intended to be cost-efficient and emphasizes:
(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.

It is the intent of management to create additional revenues through the
development and sales of its emergency respiration equipment, environmental
masks, and other products through potential distribution agreements currently
being negotiated in Taiwan and Japan (see next paragraph), and to rely upon
additional equity or debt financing (as previously described) to sustain
operations until revenues are adequate to cover the costs.  The Company has
recently begun to receive indications of increased interest in their products
from a number of medical product distributors and management believes that
this increased interest will lead to stronger financial performance in the
near future.

Subsequent to December 31, 2003, the Company has been in discussions with a
large Asian multinational company, Itochu Techno Chemical, Inc. (Itochu), a
wholly owned Japanese subsidiary of Itochu Corporation involved in chemical
and related businesses, including air filtration, who has shown interest in a
possible distribution agreement for the Company's medical products in Japan.
The Company and Itochu have been engaged in a cooperative feasibility study
surrounding the introduction of the Company's air filter products and
technologies into Japan.

On February 27, 2004, the Company and Itochu filed an application with the
Japanese Koseisho(the Ministry of Health and Welfare, similar to the U.S.
Federal Drug Administration).  Upon the approval by the Japanese Koseisho,
Itochu plans on entering into a long-term distribution agreement with the
Company to distribute the Company's air filtration products in Japan and
possibly other markets.  It is currently unknown, however, as to when or if
the application will be approved by the Japanese Koseisho.

<PAGE>
<PAGE> 22

Also subsequent to December 31, 2003, the Company received from a Taiwanese
reseller a purchase order which, if fulfilled, will result in sales of
approximately $250,000 during 2004.  The Company has begun shipping the
product during the first quarter of 2004.  While the Company believes this
purchase order is a positive indication of sales prospects for 2004,
management can offer no assurance with respect to its ability to create
additional revenues, obtain additional equity financing, if required, or
execute its long-term business plan.

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

On May 21, 2003, PricewaterhouseCoopers LLP resigned as the independent
accountants for the Company.

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.

The Company did not consult with Piercy, Bowler, Taylor & Kern prior to its
engagement on either the application of accounting principles or the type of
opinion Piercy, Bowler, Taylor & Kern might issue on the Company's financial
statements.

There were no disagreements with either Piercy, Bowler, Taylor & Kern or
PricewaterhouseCoopers 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 PricewaterhouseCoopers
would have caused PricewaterhouseCoopers to make reference to the subject
matter of such disagreements in connection with their reports on our 2003 or
2002 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> 23
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      49          President, Director         July 2000

Peter Clark             52          Secretary, Treasurer        June 1997

Steve M. Hanni          36          Chief Financial Officer     November 2002

Frank Corsini           56          Director                    July 2002(*)

Thomas Glenndahl        57          Director                    May 2002

Dr. Raymond C.L. Yuan   60          Director                    December 1997

Sherman Lazrus          70          Interim CEO, Chairman,      June 2001
                                    Director                    December 1998

(*) Mr. Corsini resigned as a director on March 22, 2004 due to other
commitments.

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> 24

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 six or seven 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.

Frank Corsini, Director, was appointed as a director in July 2002.  He has
acquired extensive international business and finance experience and currently
serves as Managing Partner of Euro Pacific Capital, an investment advisory
company.  Prior to his current position, he served as an executive with ION
Capital Partners Bear Stearns, specializing in private banking and asset
management until January 2003.  Prior to Bear Stearns, he has held positions
as CEO of Conversient Technologies (2000), co-founder of Zowi Corporation,
founder of Intelligent Choice Refreshment Company (1993-1997), President and
COO of Vitafont International Corporation (1990-1993) and founder and CEO of
California Healthcare Technologies.  In addition to private sector experience,
Mr. Corsini has also served as Assistant to the Director, Office of Business,
Research and Analysis of the US Department of Commerce and the White House
from 1974 to 1975 where he assisted the Director in coordinating economic,
business and policy recommendations for the Department and the Secretary of
Commerce.  Mr. Corsini graduated Georgetown University in 1969 with a Bachelor
degree in Economics.

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

<PAGE>
<PAGE> 25

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.

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.

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, 2003 have been timely filed.

<PAGE>
<PAGE> 26

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 $100,000
during such periods (as determined at December 31, 2003, the end of our last
completed fiscal year for which this report is being filed):
<TABLE>
<CAPTION>
                                                             Long Term Compensation
                                                             ----------------------
                     Annual Compensation                       Awards           Payouts
                                             Other     Restricted
Name and                                     Annual       Stock    Options  LTIP    All other
Principal Position  Year  Salary   Bonus($) Compensation  Awards    /SARs   Payout  Compensation
------------------  ----  -------  -------  ------------  ------   -------  ------  ------------
<S>              <C>    <C>      <C>      <C>           <C>      <C>      <C>     <C>
Sherman Lazrus      2003  $     0  $      0(1)       0   $      0        0       0             0
Interim CEO         2002  $     0  $111,000(1)       0   $ 25,000(4)     0       0             0
                    2001  $     0   $55,000(1)       0          0  100,000(6)    0             0

Douglas Beplate     2003  $96,000(2)$     0          0          0        0       0             0
President           2002  $96,000(2)$34,300(3)       0   $ 25,000(5)     0       0             0
                    2001  $96,000(2)      0          0          0  600,000(7)    0             0
</TABLE>

(1) Mr. Lazrus has received compensation in the form of shares issued at $.55
per share in 2001 (100,000 shares valued at $55,000).  In 2002, Mr. Lazrus
received compensation in the form of 300,000 shares issued at $0.37 per share
totaling $111,000.  In 2003, Mr. Lazrus did not receive any form of
compensation.
(2) In 2001, Mr. Beplate received $49,900 in cash and the balance was accrued.
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 has been accrued.  In 2003, Mr.
Beplate received $37,000 in cash and the remaining balance was accrued.  Total
remaining unpaid salary due to Mr. Beplate at December 31, 2003 totaled
$83,000.
(3) In 2002, Mr. Beplate also received 171,500 shares issued at $.20 per share
representing a bonus totaling $34,300.
(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.
(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.
(6) In 2001, Mr. Lazrus received 100,000 options to purchase common stock
exercisable at $0.49 per share until June 28, 2004.  These options were later
canceled during 2002.
(7) In 2001, Mr. Beplate received 500,000 options to purchase common stock
exercisable at $0.53 per share until January 8, 2004 and an additional 100,000
options to purchase common stock exercisable at $0.49 per share until June 28,
2004.  All of these options were later canceled during 2002.

<PAGE>
<PAGE> 27

Bonuses and Deferred Compensation
---------------------------------
Accrued compensation in the table above reflects salary accrued but not paid.

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

The Company does not have a standard agreement with its directors for annual
director compensation in cash or shares.  Director compensation is paid at the
discretion of the Board of Directors on an annual basis.  In addition,
directors are reimbursed for expenses incurred in connection with their
services as directors.

The board of directors met four times during fiscal 2003.

Committees of the Board of Directors
------------------------------------
During 2002, the board of directors established the following committees:

1) An Audit Committee with Mr. Raymond Yuan, Mr. Thomas Glenndahl and Mr.
Frank Corsini as the members, which met three times.  The Board of Directors
elected Mr. Thomas Glenndahl as the Chairman of the Audit Committee and has
determined that Mr. Raymond Yuan is an "audit committee financial expert" as
defined under new SEC regulations, who is independent of management of the
Company.  The tasks and responsibilities of the Audit Committee include (i)
the review and discussion of the audited financial statements with management,
(ii) discussions with the independent auditors the matters required to be
discussed by the Statement On Auditing Standards No. 61, as may be modified or
supplemented, and (iii) receipt from the auditors disclosures regarding the
auditors' Independence Standards Board Standard No. 1, as may be modified or
supplemented.

2) An Executive Committee with Mr. Sherman Lazrus, Mr. Thomas Glenndahl and
Mr. Doug Beplate as the members, which met ten times.  The tasks and
responsibilities of the Executive Committee include (i) ongoing business and
the review of new and potential business contracts (ii) funding and financing
possibilities, and (iii) making recommendations to the full board on officer
appointments.

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


<PAGE>
<PAGE> 28

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of March 12, 2004 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 27,265,517 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 concomitant increase in the number of outstanding shares.

Title of Class   Name and Address           Number of Shares   % of Class
--------------   ----------------           ----------------   ----------
Common           Douglas K. Beplate
                 18 Braelinn Drive
                 Henderson, NV 89052   5,035,711  18.47

Common           Peter Clark                       1,473,524         5.40
                 175 Cassia Way, Suite A115
     Henderson, NV 89014

Securities Ownership of Officers and Directors
----------------------------------------------
Common           Douglas K. Beplate                5,035,711        18.47
                 President, Director

Common           Peter Clark                       1,473,524         5.40
                 Secretary/Treasurer

Common           Dr. Raymond C.L. Yuan               235,000         0.86
                 Director

Common           Sherman Lazrus                      525,000         1.93
                 CEO, Director

Common           Steve M. Hanni                       50,000         0.18
                 Chief Financial Officer

Common           Frank Corsini                       100,000         0.37
                 Director

Common           Thomas Glenndahl                    330,000         1.21
                 Director

                 Total (7 persons)                 7,749,235        28.42

<PAGE>
<PAGE> 29

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following related party transactions occurred during the years ended
December 31, 2003 and 2002 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 currently being
produced in Taiwan, 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 is also to receive a 1%
royalty on the gross sales of any and all products utilizing the technology.
No royalties have been paid or accrued pursuant to this agreement as of
December 31, 2003.


<PAGE>
<PAGE> 30

Advances From Officers
----------------------
During the years ended December 31, 2001 and 2002, the Company received
periodic advances of $13,400 and $199,400, respectively, from Doug Beplate,
President, used for operating funds throughout the year.  Mr. Beplate received
714,500 shares of common stock valued at $0.20 per share (market value on date
of issuance) on August 15, 2002 in repayment of $142,900 of these advances.
The remaining amount, totaling $69,900 at December 31, 2002, was non-interest
bearing, due on demand and unsecured.   The Company has not entered into any
formalized note agreement relating to these advances.  The entire amount of
$69,900 was repaid to Mr. Beplate during 2003.

During the years ended December 31, 2001 and 2002, the Company received
periodic advances of $9,500 and $0, respectively, from Peter Clark,
Secretary/Treasurer, used for operating funds throughout the year.  These
amounts, totaling $9,500 at December 31, 2002, were non-interest bearing, due
on demand and unsecured.   The Company has not entered into any formalized
note agreement relating to these advances.  The entire amount of the $9,500
was repaid to Mr. Clark during 2003.

Royalty Payments
----------------
The Company entered into an agreement with Doug Beplate, President, during
1996 to acquire the rights to certain intellectual property, which property
includes title to the patent on a component of an emergency CPR assistance
device, called a dual filtered rotary isolation value.  The Company agreed to
pay a 5% royalty to Mr. Beplate on any sales related to the patented
intellectual property.  Royalty expense on this patent for the years ended
December 31, 2003 and 2002 was $2,813 and $4,907, respectively.  Mr. Beplate
received 89,223 shares of common stock on August 15, 2002 in payment of
accrued royalties from January 1, 2001 through September 30, 2002 totaling
$17,845.  The 89,223 shares of common stock issued to Mr. Beplate were valued
at $0.20 per share which equaled the market value of the shares on the date of
issuance.  All remaining royalties have been paid through December 31, 2003.

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
2003 or 2002 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.



<PAGE>
<PAGE> 31

Canceled Stock Options
----------------------
The Company entered into Common Stock Option Recission Agreements on August
15, 2002 to cancel outstanding stock options for the following individuals:

- Douglas Beplate, President - 1,600,000 outstanding stock options exercisable
at prices ranging from $0.49 to $0.75 per share.
- Peter Clark, Secretary/Treasurer - 1,300,000 outstanding stock options
exercisable at prices ranging from $0.49 to $0.75 per share.
- Wendy Harper, Consultant - 660,000 outstanding stock options exercisable at
prices ranging from $0.53 to $0.75 per share.
- Raymond Yuan, Director - 200,000 outstanding stock options exercisable at
prices ranging from $0.49 to $0.75 per share.
- Sherman Lazrus, CEO - 100,000 outstanding stock options exercisable at $0.49
per share.
For the cancellation and rescission of the common stock options, a total of
100,000 shares of common stock were issued on August 15, 2002, valued at $0.20
per share (equal to the market price on the date of issuance) to the following
individuals:

-  25,000 shares issued to Sherman Lazrus, interim CEO totaling $5,000
-  25,000 shares issued to Raymond Yuan, Director totaling $5,000
-  25,000 shares issued to Peter Clark, Sec/Treas totaling $5,000
-  25,000 shares issued to Douglas Beplate, President totaling $5,000

Management of the Company determined that it was in the best interest of the
shareholders to cancel the outstanding stock options held by these various
related parties so as to not dilute the existing shareholders upon exercise of
the options as well as to eliminate any 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.  In consideration for this,
the related parties agreed to accept a nominal amount of shares, valued at
$5,000 for each individual, since there was no readily determinable value of
the stock options, in lieu of the outstanding options.

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

On August 15, 2002, 714,500 shares of common stock were issued to Doug
Beplate, President, valued at $0.20 per share (equal to the market price on
the date of issuance) in payment of $142,900 in advances made to the Company.



<PAGE>
<PAGE> 32

On August 15, 2002, 1,106,593 shares of common stock were issued to Doug
Beplate, President, valued at $0.20 per share (equal to the market price on
the date of issuance) in payment of accrued salaries totaling $169,174,
royalties due totaling $17,845 and additional compensation totaling $34,300.

On August 15, 2002, 958,398 shares of common stock were issued to Peter Clark,
Sec/Treas. valued at $0.20 per share (equal to the market price on the date of
issuance) in payment of accrued salaries totaling $191,680.

On August 15, 2002, 331,584 shares of common stock were issued to Wendy
Harper, outside consultant, valued at $0.20 per share (equal to the market
price on the date of issuance) in payment of accrued consulting fees totaling
$66,317.  Ms. Harper provides outside accounting, secretarial, and general
managerial consulting services to the Company.

On August 15, 2002, 525,000 shares of common stock were issued to the
directors of the Company valued at $0.20 per share (equal to the market price
on the date of issuance)  totaling $125,000 as follows:

- Doug Beplate                100,000 shares totaling $20,000
- Sherman Lazrus              100,000 shares totaling $20,000
- Raymond Yuan                100,000 shares totaling $20,000
- Frank Corsini               100,000 shares totaling $20,000
- Thomas Glenndahl            100,000 shares totaling $20,000
- Peter Clark                  25,000 shares totaling $5,000

On August 15, 2002, the following shares were issued to various officers and
other related individuals valued at $0.20 per share (equal to the market price
on the date of issuance) for the cancellation of 3,200,000 common stock
options outstanding as mentioned above:

-  25,000 shares issued to Sherman Lazrus, interim CEO
-  25,000 shares issued to Raymond Yuan, Director
-  25,000 shares issued to Peter Clark, Sec/Treas
-  25,000 shares issued to Douglas Beplate, President

On August 15, 2002 and October 15, 2002, a total of 300,000 shares of common
stock were issued to Sherman Lazrus, interim CEO valued at an average price of
$0.37 per share (equal to the market price on the date of issuance) in payment
of services rendered totaling $111,000.

On October 25, 2002, 100,000 shares of common stock were issued to Raymond
Yuan, Director, valued at $0.28 per share (equal to the market price on the
date of issuance)in payment of services rendered totaling $28,000.

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 Accountants - Piercy, Bowler, Taylor & Kern       35
Report of Independent Accountants - PricewaterhouseCoopers, LLP36
Balance Sheet as of December 31, 2003                                   37

<PAGE>
<PAGE> 33

Statements of Operations for the years ended December 31,
 2003 and 2002                                                          38
Statements of Stockholders' Equity (Deficiency)                         39
Statements of Cash Flows for the years ended December 31,
 2003 and 2002                                                          40
Notes to the Financial Statements                                       42

 (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
-----------     -----------
    10.1    Douglas K. Beplate-Original technology agreement 2/9/96 (1)
    10.2    Douglas K. Beplate-Assignment of invention 6/18/96 (1)
    10.3     2001 option agreements (1)
    10.4    Centrex letter of intent-12/31/02 (1)
    10.5    Contract for assignment of rights to BVM Bag invention (1)
    10.6    Worldpoint distribution agreement (1)
    10.7    Westmed manufacturing agreement (1)
    10.8    Superstat distribution agreement and amendments (1)
    10.9    Common stock option recission agreements (1)
   10.10    Douglas K. Beplate-Assignment of technology agreement 4/1/03 (1)
   10.11    Term sheet-Joseph Stevens & Co. 1/31/03 (1)
   10.12    First Montauk Securities Corp-original term sheet (1)
   10.13    First Montauk Securities Corp-amendment (1)
   10.14    Weise Labs agreement (1)
   10.15    Amended contract for assignment of rights to BVM Bag
             invention (1)
   10.16    Revised term sheet-Joseph Stevens & Co. 12/31/03 (1)
   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
   Notes
    (1)Previously filed as an exhibit to the Company's Form SB-2
        registration statement dated February 5, 2004 (incorporated
        by reference in this filing)

 (b) Reports on Form 8-K.

There were no reports on Form 8-K filed with the Commission during the quarter
ended December 31, 2003.


<PAGE>
<PAGE> 34

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
replaces PricewaterhouseCoopers, LLP, who resigned on May 21, 2003.

  1) Audit Fees - The aggregate fees billed us for fiscal year 2003 for
professional services rendered by Piercy, Bowler, Taylor & Kern for the audit
of our annual financial statements and review of our quarterly financial
statements beginning with the report for the period ended June 30, 2003 was
$37,800.  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.  The aggregate fees billed to date for the fiscal year 2002
for professional services rendered by PricewaterhouseCoopers LLP for the audit
of our financial statements and review of our quarterly financial statements
was $27,000.

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

  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 26, 2004                      By /S/Douglas K. Beplate
                                    Douglas K. Beplate, President

March 26, 2004                      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 26, 2004

/S/Douglas K. Beplate   President, Director                 March 26, 2004

/S/Raymond C.L. Yuan    Director                            March 26, 2004

/S/Thomas Glenndahl     Director                            March 26, 2004

<PAGE>
<PAGE> 35


INDEPENDENT AUDITORS' REPORT


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, 2003, and the related
statements of operations, stockholders' equity (deficiency), and cash flows
for the year then ended.  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 audit.

We conducted our audit in accordance with auditing standards generally
accepted in the United States.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our audit provides
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,
2003, and the results of its operations and cash flows for the year then
ended, 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.  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
Piercy, Bowler, Taylor & Kern
Las Vegas, Nevada

January 27, 2004

<PAGE>
<PAGE> 36

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders
Emergency Filtration Products, Inc.

In our opinion, the accompanying statements of operations, stockholders'
equity (deficit) and cash flows for the year ended December 31, 2002, after
the restatement described in Note 1 to the financial statements of Emergency
Filtration Products, Inc. for the year ended December 31, 2002, present
fairly, in all material respects, the results of operations, stockholders'
equity (deficit), and cash flows of Emergency Filtration Products, Inc. for
the year ended December 31, 2002, in conformity with accounting principles
generally accepted in the United States of America.  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 audit.  We conducted our audit of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation.  We believe that our audit provides a
reasonable basis for our opinion.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 1 to the
financial statements, the Company has not generated revenues sufficient to
cover its operating costs, which raises substantial doubt about its ability to
continue as a going concern.  Management's plans in regard to these 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/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Las Vegas, Nevada

March 17, 2003, except for Note 1 to the financial statements of Emergency
Filtration Products, Inc. for the year ended December 31, 2002, as to which
the date is October 20, 2003


<PAGE>
<PAGE> 37

EMERGENCY FILTRATION PRODUCTS, INC.
Balance Sheet
As of December 31, 2003

ASSETS

CURRENT ASSETS
 Cash and cash equivalents                                      $    148,501
 Accounts receivable, net of allowance for doubtful                   13,374
  accounts of $8,000
 Prepaid expenses and other                                           57,882
 Inventory                                                           182,440
                                                                 -----------
                                                                     402,197
                                                                 -----------
PROPERTY AND EQUIPMENT, net                                          108,141
                                                                 -----------
OTHER ASSETS
 Patents and acquired technology, net of accumulated
  amortization of $71,193                                            998,594
 Deposits and other assets                                            11,730
                                                                 -----------
                                                                   1,010,324
                                                                 -----------
                                                                $  1,520,662
                                                                 ===========
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
 Accounts payable - unrelated parties                           $     53,484
 Accounts payable - related parties                                  213,707
 Accrued expenses                                                     91,832
 Notes payable                                                        35,880
                                                                 -----------
                                                                     394,903
                                                                 -----------
STOCKHOLDERS' EQUITY
 Common stock, par value $0.001 per share; authorized 50,000,000
  shares; 27,265,517 shares issued and outstanding                    27,265
 Additional paid-in capital                                        9,269,415
 Accumulated other comprehensive income                                1,860
 Deficit                                                          (8,172,781)
                                                                 -----------
                                                                   1,125,759
                                                                 -----------
                                                                $  1,520,662
                                                                 ===========





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

<PAGE>
<PAGE> 38

EMERGENCY FILTRATION PRODUCTS, INC.
Statements of Operations
For the Years Ended December 31, 2003 and 2002

                                                      2003          2002
                                                   -----------   -----------
NET SALES                                         $    764,025  $    260,215
                                                   -----------   -----------
COSTS AND EXPENSES

 Cost of sales                                         495,368       167,760
 Depreciation and amortization                          84,770        30,143
 Research and development                                8,961        12,206
 General and administrative                            829,762     1,188,233
                                                   -----------   -----------
                                                     1,418,861     1,398,342
                                                   -----------   -----------
LOSS FROM OPERATIONS                                  (654,836)   (1,138,127)
                                                   -----------   -----------
OTHER INCOME (EXPENSE)

 Interest income                                            38             -
 Interest expense                                      (51,657)       (2,540)
                                                   -----------   -----------
                                                       (51,619)       (2,540)
                                                   -----------   -----------
NET LOSS                                          $   (706,455) $ (1,140,667)
                                                   ===========   ===========
BASIC AND DILUTED LOSS PER SHARE                  $      (0.03) $      (0.08)
                                                   ===========   ===========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                          24,231,565    13,920,976
                                                   ===========   ===========








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

<PAGE>
<PAGE> 39

EMERGENCY FILTRATION PRODUCTS, INC.
Statements of Stockholders' Equity (Deficiency)
For the Years Ended December 31, 2003 and 2002
<TABLE>
<CAPTION>
                                                                       Accumulated      Total
                                                          Additional      other  stockholders'
                                     Common Stock           paid-in    comprehensive      equity
                                 Shares       Dollars       capital       income        Deficit     (deficiency)
                              -----------   -----------   -----------   -----------   -----------   -----------
<S>                        <C>           <C>           <C>           <C>           <C>           <C>
Balances, January 1, 2002      11,667,425  $     11,667  $  5,928,062             -  $ (6,325,659) $   (385,930)

Common stock issued in lieu
 of debt at prices ranging
 from $0.20 to $0.50
 per share                      2,881,825         2,882       627,933             -             -       630,815

Common stock issued for
 services at prices ranging
 from $0.20 to $0.40
 per share                      2,918,450         2,919       667,522             -             -       670,441

Net loss for the year ended
 December 31, 2002                      -             -             -             -    (1,140,667)   (1,140,667)
                              -----------   -----------   -----------   -----------   -----------   -----------
Balances, December 31, 2002    17,467,700        17,468     7,223,517             -    (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 the year ended
 December 31, 2003                      -             -             -             -      (706,455)     (706,455)
                              -----------   -----------   -----------   -----------   -----------   -----------

Balances, December 31, 2003    27,265,517  $     27,265  $  9,269,415  $      1,860  $ (8,172,781) $  1,125,759
                              ===========   ===========   ===========   ===========   ===========   ===========
</TABLE>

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


<PAGE>
<PAGE> 40

EMERGENCY FILTRATION PRODUCTS, INC.
Statements of Cash Flows
For the Years Ended December 31, 2003 and 2002

                                                      2003          2002
                                                   -----------   -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                          $   (706,455) $ (1,140,667)
Adjustments to reconcile net loss to net cash
 used in operating activities:
 Depreciation                                           29,941        25,397
 Amortization of intangibles                            54,829         4,746
 Bad debts                                                 533             -
 Common stock issued for services                      187,720       650,441
Changes in operating assets and liabilities:
 Accounts receivable                                     2,228        (7,253)
 Prepaid expenses and other                             49,192        66,830
 Inventory                                            (123,058)       20,580
 Deposits                                               (8,268)          679
 Accounts payable - unrelated and related parties      202,741       375,740
 Accrued expenses                                       61,217            (9)
                                                   -----------   -----------
   Net cash used in operating activities              (249,380)       (3,516)
                                                   -----------   -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment                  (95,283)       (2,289)
Patent and technology costs                           (133,943)       (3,692)
                                                   -----------   -----------
   Net cash used in investing activities              (229,226)       (5,981)
                                                   -----------   -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of stock                      1,182,325             -
Stock offering costs                                  (170,350)            -
Advances from shareholders                                   -       118,000
Repayments of advances from shareholders              (344,070)      (61,500)
Repayments on notes payable                            (64,082)      (25,579)
                                                   -----------   -----------
   Net cash provided by financing activities           603,823        30,921
                                                   -----------   -----------
EFFECT OF CURRENCY EXCHANGE RATE CHANGES
  ON CASH AND CASH EQUIVALENTS                           1,860             -
                                                   -----------   -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS              127,077        21,424

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD          21,424             -
                                                   -----------   -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD          $    148,501  $     21,424
                                                   ===========   ===========



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

<PAGE>
<PAGE> 41

EMERGENCY FILTRATION PRODUCTS, INC.
Statements of Cash Flows (Continued)
For the Years Ended December 31, 2003 and 2002


                                                      2003          2002
                                                   -----------   -----------
SUPPLEMENTAL CASH FLOW INFORMATION
Cash Payments For:
 Interest                                         $      4,397  $      2,540

Non-Cash Investing and Financing Activities
 Common stock issued for services                 $    187,720  $    650,441
 Common stock issued for accounts payable -
  related parties and accrued expenses            $          -  $    600,815
 Common stock issued for accounts
 payable - unrelated parties                      $     11,000  $     30,000
 Common stock issued for patent rights and
  acquired technology                             $    845,000  $     20,000
 Non-cash reduction in note payable               $     14,799  $          -
 Note payable issued for deferred costs           $     72,489  $     65,845



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

<PAGE>
<PAGE> 42

EMERGENCY FILTRATION PRODUCTS, INC.
Notes to the Financial Statements
For the Years Ended December 31, 2003 and 2002

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 significant losses, resulting in a deficit of $8,172,781
at December 31, 2003.  In 2003, the Company raised approximately $1,011,000
through the issuance of common shares pursuant to an SB-2 registration. These
funds have been used to retire previously outstanding debt, to acquire
additional molds and equipment in Taiwan in order to manufacture the Company's
environmental mask, and for ongoing working capital.

Nevertheless, the Company's ability to continue as a going concern may be
dependent upon the success of management's ongoing business plans which
include a) continued product development efforts, and b) continuing efforts to
increase its product sales in the U.S. and internationally.

During April 2003, the Company entered into an agreement with a Taiwan-based
company (Weise Labs, Inc.) whereby Weise will manufacture, distribute, market
and sell the Company's new environmental mask to the Asian markets (Note 6).
Weise began production of the environmental masks discussed above during the
third quarter of 2003 and the Company expects sales to increase during 2004 as
a result of Weise's marketing and sales in the Asian market.

It is management's intent to seek to create additional revenues through the
development and sales of its emergency respiration equipment and sales of
their 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.

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.

<PAGE>
<PAGE> 43

EMERGENCY FILTRATION PRODUCTS, INC.
Notes to the Financial Statements
For the Years Ended December 31, 2003 and 2002

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and cash equivalents

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

Accounts receivable

The Company does not hold collateral to secure payment of its accounts
receivable resulting from sales.  Management performs ongoing credit
evaluations of its customers and provides allowances as deemed necessary.

Income taxes

At December 31, 2003, the Company had net operating loss carryforwards for
federal income tax purposes of approximately $4,900,000 that may be offset
against future taxable income.  These operating loss carryforwards expire in
the years 2009 through 2023.  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:
                                               For the Years Ended
                                                   December 31,
                                                 2003         2002
                                             -----------   -----------
Income tax benefit at statutory rate         $   240,195   $   433,453
Adjustment for nondeductible expenses
  from common stock issued for
  services                                       (63,825)     (254,768)
                                             -----------   -----------
                                                 176,370       178,685
                                             -----------   -----------
Change in valuation allowance                   (176,370)     (178,685)
                                             -----------   -----------
                                             $         _   $         _
                                             ===========   ===========

Deferred tax assets (liabilities) are comprised of the following at December
31, 2003:

Operating loss carryforwards                    $1,662,000
Less: valuation allowance                       (1,662,000)
                                                ----------
Net deferred tax assets                         $        _
                                                ==========



<PAGE>
<PAGE> 44

EMERGENCY FILTRATION PRODUCTS, INC.
Notes to the Financial Statements
For the Years Ended December 31, 2003 and 2002

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Property and equipment

Property and equipment at December 31, 2003 is as follows:

Molds                                       $    128,650
Furniture and office equipment                    55,220
Machinery and equipment                           59,412
Leasehold improvements                            10,231
Accumulated depreciation                        (145,372)
                                            ------------
Net property and equipment                  $    108,141
                                            ============

Property and equipment is stated at cost.  Depreciation is computed using the
straight-line and accelerated methods over estimated useful lives as follows:

Molds                                           7 years
Furniture and office equipment                  3 to 7 years
Machinery and equipment                         5 years
Leasehold improvements                          5 years

Inventory

Raw materials and finished goods are stated at the lower of cost (computed on
a first-in, first-out basis) or market.   The inventory at December 31, 2003,
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, 2003 is as follows:

Raw materials                                   $  103,099
Work-in-process                                     79,280
Finished goods                                          61
                                                ----------
                                                $  182,440
                                                ==========

Patents and acquired technology costs

Amortization is computed over an estimated economic useful life of 15 years.
Impairment of the patents and acquired technology costs is analyzed annually
(Note 3).


<PAGE>
<PAGE> 45

EMERGENCY FILTRATION PRODUCTS, INC.
Notes to the Financial Statements
For the Years Ended December 31, 2003 and 2002

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

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 760,000 and
2,245,000 stock options at December 31, 2003 and 2002, 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.

Equity securities

Equity securities issued for services rendered have been accounted for at the
fair value of the securities 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," and FASB Interpretation
("FIN") No. 44, "Accounting for Certain Transactions Involving Stock-based
Compensation, an Interpretation of APB No. 25" and complies with the
disclosure provisions of SFAS No. 123, "Accounting for Stock-Based
Compensation." However, there were no options granted during the years ended
December 31, 2003 or 2002.




<PAGE>
<PAGE> 46

EMERGENCY FILTRATION PRODUCTS, INC.
Notes to the Financial Statements
For the Years Ended December 31, 2003 and 2002

NOTE 3   PATENTS AND ACQUIRED TECHNOLOGY

The Company has an agreement with an individual (who is now the Company's
current 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.  The Company agreed to pay a 5% royalty on any
sales related to the patented intellectual property.  Royalty expense on this
patent for the years ended December 31, 2003 and 2002 was $2,813 and $4,907,
respectively.  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 the
Company's 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, effective April 1, 2003, 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, the
rescission of the 5% royalty included in the original agreement described
above, 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 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 currently being
produced in Taiwan, 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. As discussed, in consideration of the assignments, the Company
issued 3,250,000 shares of outstanding common stock to the Company's President
valued at $0.26 per share, the market value of the shares on the date of
issuance (or $845,000) plus $130,000 cash.  The President is also to receive a
1% royalty on the gross sales of any and all products utilizing the
technology.  No royalties have been paid or accrued pursuant to this agreement
as of December 31, 2003.  The consideration paid for the technology was
approved by the Board of Directors and the President abstained from the vote.

<PAGE>
<PAGE> 47

EMERGENCY FILTRATION PRODUCTS, INC.
Notes to the Financial Statements
For the Years Ended December 31, 2003 and 2002

NOTE 3   PATENTS AND ACQUIRED TECHNOLOGY (continued)

The President's holdings of the Company's common stock constituted
substantially less than a controlling interest both before and after this
transaction.

Additional costs related to the patent that were capitalized during the years
ended December 31, 2003 and 2002, consisted of legal and filing fees incurred
to maintain the patent throughout the world.

In a prior year, the Company acquired 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 agreement, as
subsequently amended, the Company is 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 are fully
developed and ready for manufacture and market.  The remaining issuance of the
100,000 shares represents a contingent share issuance for which the
contingency has not been satisfied.  Accordingly, the Company will record the
issuance of the remaining 100,000 shares only upon the successful final
development, manufacture and marketing of commercial products utilizing the
BVM Bag technology.

In the event the Company is sold or merged with another entity, the seller
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.

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, 2003                 $  220,964
Advances and wage accruals                  354,813
Repayments                                 (362,070)
                                         ----------
Balance, December 31, 2003               $  213,707
                                         ==========





<PAGE>
<PAGE> 48

EMERGENCY FILTRATION PRODUCTS, INC.
Notes to the Financial Statements
For the Years Ended December 31, 2003 and 2002

NOTE 5 - COMMITMENTS

The Company has a non-cancelable operating lease agreement for its office and
warehouse facilities effective through May 31, 2005.  Future minimum lease
payments under this operating lease are as follows:

Years ending December 31,
------------------------
        2004                        $    46,703
        2005                             19,795
                                    -----------
             Total                  $    66,498
                                    ===========

Rent expense was $56,990 and $42,782 for the years ended December 31, 2003 and
2002, respectively.

NOTE 6 - STOCK OPTIONS

A summary of the status of the Company's stock options as of December 31, 2003
and 2002, and changes during the years then ending, are presented below:

                                             Weighted      Weighted
                                              average       average
                                             exercise     grant date
                               Options         price      fair value
                              -----------   -----------   -----------
Outstanding, December 31, 2001  6,905,000   $      0.83   $         -
Expired/Canceled               (4,660,000)         0.92             -
                              -----------   -----------   -----------

Outstanding, December 31, 2002  2,245,000          0.64             -
Expired/Canceled               (1,485,000)         0.75             -
                              -----------   -----------   -----------
Outstanding, December 31, 2003    760,000   $      0.52   $         -
                              ===========   ===========   ===========

During the year ended December 31, 2003, 1,485,000 stock options exercisable
at prices ranging from $1.00 to $0.75 expired during 2003. During the year
ended December 31, 2002, the Company canceled 3,910,000 outstanding stock
options originally granted to certain officers and employees of the Company.
These stock options were exercisable at prices ranging from $0.37 to $0.75 per
share and originally expired in 2003 and 2004.  750,000 stock options
exercisable at prices ranging from $1.00 to $5.00 expired during 2002.

No options were exercised during the years ended December 31, 2003 or 2002.



<PAGE>
<PAGE> 49

EMERGENCY FILTRATION PRODUCTS, INC.
Notes to the Financial Statements
For the Years Ended December 31, 2003 and 2002

NOTE 6   STOCK OPTIONS (continued)

The total amount of outstanding stock options at December 31, 2003 is
summarized as follows:

                                      Weighted
                     Number            Average              Weighted
   Range of     Outstanding as of  Remaining Contractual     Average
Exercise Price  December 31, 2003     Life (Years)       Exercise Price
  -----------     ------------        -----------         -----------
  $0.49-$0.53        760,000              0.14               $0.52
                  ============

560,000 of the remaining options outstanding expired unexercised on January 8,
2004.

NOTE 7 - STOCK TRANSACTIONS FOR 2003 AND 2002

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 accounts
payable totaling $11,000.  The accounts payable consisted primarily of accrued
managerial and accounting related consulting fees.

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.

<PAGE>
<PAGE> 50

EMERGENCY FILTRATION PRODUCTS, INC.
Notes to the Financial Statements
For the Years Ended December 31, 2003 and 2002

NOTE 7 - STOCK TRANSACTIONS FOR 2003 AND 2002 (continued)

The purchased shares of common stock by the investors described in the
preceding paragraph also have the following registration rights:

 - The Company is required to file a registration statement with the
Securities and Exchange Commission and use its best efforts to ensure that
such registration statement is declared effective within 90 days from the
filing date.  In the event the registration statement is not declared
effective within 90 days, the Company shall pay to the investor a cash amount
equal to 2% of the outstanding principal amount of investment per month as
liquidated damages.  The Company filed its initial registration statement on
June 18, 2003, thus liquidated damages commenced on September 19, 2003.
Accordingly, liquidated damages equal to approximately $47,260 have been
incurred and accrued through December 31, 2003 since the registration
statement has not yet been declared effective ($695,000 at 2% for 102 days).
In addition, the Company shall keep the registration statement "evergreen" for
at least 2 years from the anniversary date of the closing.

 - No undercut   within 180 days from the date that the investor may legally
sell the stock in the open market (unless the shares have already been sold
during this time period by the investor), if the Company issues additional
common stock priced below the $0.18 per share (the original investor cost per
share), additional shares to make up the difference shall be automatically
issued to the investor at no further cost to the investor.  For example, if
the Company were to raise additional funds through the issuance of common
shares at any time during this 180 day time period at a price of $0.15 per
share, additional shares shall be automatically issued to the investor to make
up the difference. If additional shares are issued by the Company due to this
undercut provision, these shares will be recorded and expensed as a "penalty
fee" during the period in which the shares are required to be issued.

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.

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.

<PAGE>
<PAGE> 51

EMERGENCY FILTRATION PRODUCTS, INC.
Notes to the Financial Statements
For the Years Ended December 31, 2003 and 2002

NOTE 7 - STOCK TRANSACTIONS FOR 2003 AND 2002 (continued)

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> 52

EMERGENCY FILTRATION PRODUCTS, INC.
Notes to the Financial Statements
For the Years Ended December 31, 2003 and 2002

NOTE 7 - STOCK TRANSACTIONS FOR 2003 AND 2002 (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.

On March 20, 2002, the Company issued 321,000 shares of common stock valued at
$0.40 per share (equal to the market value on the date of issuance) for legal,
outside accounting and managerial consulting, and marketing services rendered
valued at $55,500 and in payment of related parties accounts payable totaling
$72,900.  The related parties accounts payable consisted primarily of accrued
consulting fees.

On August 15, 2002, the Company issued the following shares of common stock:

* 714,500 shares of common stock were issued to the Company's President valued
at $0.20 per share (equal to the market value on the date of issuance) in
payment of $142,900 in advances made to the Company.

* 1,106,593 shares of common stock were issued to the Company's President
valued at $0.20 per share (equal to the market value on the date of issuance)
in payment of accrued salaries and royalties due totaling $221,319.

* 958,398 shares of common stock were issued to an officer of the Company
valued at $0.20 per share (equal to the market value on the date of issuance)
in payment of accrued salaries totaling $191,680.

* 331,584 shares of common stock were issued to a consultant to the Company
valued at $0.20 per share (equal to the market value on the date of issuance)
in payment of accrued consulting fees totaling $66,317.

* 60,000 shares of common stock were issued to a related party valued at $0.50
per share (based upon an originally agreed upon price) in lieu of outstanding
debt totaling $30,000.

* 713,200 shares of common stock were issued to various consultants pursuant
to an S-8 Registration Statement valued at $0.20 per share (equal to the
market value on the date of issuance) for services rendered totaling $142,640.

* 525,000 shares of common stock were issued valued at $0.20 per share (equal
to the market value on the date of issuance) in payment of directors fees
totaling $105,000.

<PAGE>
<PAGE> 53

EMERGENCY FILTRATION PRODUCTS, INC.
Notes to the Financial Statements
For the Years Ended December 31, 2003 and 2002

NOTE 7 - STOCK TRANSACTIONS FOR 2003 AND 2002 (continued)

* 570,000 shares of common stock were issued to certain employees and other
outside individuals valued at $0.20 per share (equal to the market value on
the date of issuance) for services rendered valued at $114,000.

* 100,000 shares of common stock valued at $0.20 per share (equal to the
market value on the date of issuance) were issued to certain directors and
officers of the Company for the cancellation of 3,200,000 common stock options
outstanding.

On August 15, 2002 and October 15, 2002, the Company issued a total of 300,000
shares of common stock to its interim CEO for services rendered valued at an
average price of $0.37 per share (equal to the market value on the date of
issuances) for a total of $111,000.

On October 25, 2002, the Company issued 100,000 shares of common stock to a
director for services rendered valued at $0.28 per share (equal to the market
value on the date of issuance) for a total of $28,000.