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, 2005

          [ ] 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  [ ]

Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).  Yes [ ]    No [X]

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 February 28, 2006, there were 39,341,988 shares of the Registrant's
Common Stock, $.001 par value, outstanding.

State the Registrant's revenues for the December 31, 2005 fiscal year:
$654,872.

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 $43,813,169.13, based on the average bid and ask price
of the Registrant's stock on February 28, 2006 of $1.29 per share and
33,963,697 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

TABLE OF CONTENTS                                                      PAGE

Item 1.   Description of Business                                        4

Item 2.   Description of Property                                       10

Item 3.   Legal Proceedings                                             10

Item 4.   Submission of Matter to Vote of Security Holders              10

Item 5.   Market for Common Registrant Equity and Related
          Stockholder Matters                                           11

Item 6.   Management's Discussion and Analysis or Plan of Operation     13

Item 7.   Financial Statements                                          17

Item 8.   Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure                           17

Item 8A.  Controls and Procedures                                       18

Item 9.   Directors, Executive Officers, Promoters and
          Control Persons; Compliance with Section 16(a) of
          the Exchange Act                                              18

Item 10.  Executive Compensation                                        20

Item 11.  Security Ownership of Certain Beneficial Owners
          and Management                                                22

Item 12.  Certain Relationships and Related Transactions                23

Item 13.  Exhibits                                                      24

Item 14.  Principal Accountant Fees and Services                        24

Signatures                                                              25

                                  PART I.
                      ITEM 1.  DESCRIPTION OF BUSINESS

General
-------

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

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

Effective April 1, 2003, the Company entered into another agreement with
Mr. Beplate whereby Mr. Beplate assigned all of his rights, title and
interest in various technology, patents and patent applications to the
Company.  This agreement is entirely separate from the original agreement
referred to in the preceeding paragraph.  The 1996 agreement and technology
transfer were for the dual rotary isolation valve and any amendments to
that patent.  This new agreement, effective April 1, 2003, reflects the
technologies of hydrophobic and hydrophilic filtration used in a BVM
setting, the rescission of the 5% royalty included in the original
agreement on the Respaide technology, and the license of nano coatings on
any filter configuration for environmental masks and any other application
for US military use only.  Mr. Beplate was to receive a 1% royalty on the
gross sales of any and all products utilizing this acquired technology.
During June 2004, Mr. Beplate assigned this 1% royalty to a separate
company.  During October 2005, pursuant to a revised agreement, the Board
of Directors of the Company increased this royalty to 2.5% in anticipation
of possible revenue leads generated by this separate company.

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

- Nano-Enhanced Environmental Mask (the NanoMask) and NanoMask filters.
The Company's flagship product, accounting for a significant portion of the
Company's revenues for 2005 and 2004, is a personal environmental mask,
enhanced with nanoparticles, designed to address concerns of biological
contamination in a workplace or other environment. The product utilizes a
combination of hydrophobic and hydrophilic filters able to capture and
isolate bacterial and viral microorganisms with efficiencies of 99.9%.  The
mask possesses a disposable filter using our technology and an enhanced
matrix of charged nanoparticles designed to protect the user from possible
inhalation of biological contaminants.   The Company will not seek FDA
approval for this product at the present time as the product is not
considered a Class II medical device and FDA approval is currently not
required.  The Company expects to launch a child's version of the NanoMask
sometime during March 2006 and a less expensive, enhanced surgical mask
once the Company receives design and FDA approval.  This is expected to
occur during the second quarter of 2006.

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

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

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

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

The 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. ELVIS is now in pre-production, molds are
being manufactured, and the Company expects to commence production in the
near future.  The Company intends to apply for "fast-track" FDA medical
device approval immediately after its initial production run.  This will be
subject to an approval process that will last an indeterminate amount of
time and may or may not be approved.


Manufacturing, Distribution and Supplier Agreements
---------------------------------------------------

NanoMask and NanoMask Filters
-----------------------------

The Company has entered into distribution agreements with a total of 5
domestic distributors and 13 international distributors with minimum
quantity orders for the Company's NanoMask and NanoMask filters.
(international distributors include New Zealand, Denmark, South Korea,
Pakistan, South Africa, Canada, Australia, Thailand, Sweden, United
Kingdom, Czech Republic, Malta, and Turkey).  In the aggregate, these
distributors have committed to purchase a total of 580,000 masks and
9,800,000 filters in 2006, and 715,000 masks and 11,450,000 filters in
2007.  The Company is pursuing additional domestic and international
distributor agreements.

Along with a manufacturing facility opened in Henderson, NV during October
2005, in February 2006 the Company opened a manufacturing facility in
Nogales, Mexico and has commenced production of the Company's NanoMask
filters at that location.  Through the combined production facilities, the
Company expects to be able to produce approximately 1 million NanoMask
filters per week, enabling it to fulfill its supply commitments to its
international and domestic distributors, as well as pursue large retail and
medical products customers with whom the Company has already held
discussions.  The NanoMask shells are continuing to be manufactured in
Taiwan.

RespAide products and filters
-----------------------------

The Company contracted in December 1997 with Westmed, an FDA manufacturing
facility in Tucson, AZ, for the manufacture and production of its RespAide
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.

Superstat
---------

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

Itochu Techno Chemical, Inc.
----------------------------

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


During early 2005 and in conjunction with Itochu's partner/affiliate, Senko
Medical Instruments Mfg. Co. Ltd (one of Japan's leading medical products
distributors), Itochu conducted a marketing review required by Koseisho
(Ministry of Health and Welfare, similar to the United States FDA) which
mandates that companies who have been granted a certificate of import and a
certificate of sale comply fully with Japanese regulations concerning
medical products.  The marketing review will enable Itochu to make initial
introductions of the products to potential customers in Japan, to determine
the potential size of the market in Japan, and to allow the Company and
Itochu to establish minimum purchase requirement quantities applicable to
the agreement for each annual period commencing on June 1, 2005.  The
Company has provided Itochu with samples that incorporated certain
modifications that were requested in order to conform the Company's
products to Japanese standards.  This process has taken longer than
originally expected, but the Company is now awaiting final validation and
confirmation of the last round of modifications to the products, following
which the Company expects to commence commercial shipments to Japan.

Additional Potential Applications
---------------------------------

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

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

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

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

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

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.


The Company has also 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.

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 industry 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.

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
Weise Labs, Inc., 3M Corporation, Superior Felt and Filtration and Versal.
The Company does not expect significant raw material shortages in the
future, unless a dramatic increase in the demand for personal protection
environmental masks or other products of the Company occurs.

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 was received, 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 was
to receive a 1% royalty on the gross sales of any and all products
utilizing this acquired technology.  During June 2004, Mr. Beplate assigned
this 1% royalty to a separate company. During October 2005, pursuant to a
revised agreement, the Board of Directors of the Company increased this
royalty to 2.5% in anticipation of possible revenue leads generated by this
separate company.  Royalties of $8,400 and $895 were paid pursuant to this
agreement for the years ended December 31, 2005 and 2004, respectively.

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

The Company's United States patents are as follows:

PATENT NO.
/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 (Smaller to Larger)                   4/2023
10/128,367          Combined Hydrophobic-hydrophilic Filter
                    for Fluids (Larger to Smaller)                   4/2022
6,062,217           Portable Emergency Safety Resuscitator           5/2020
6,276,363           Portable Emergency Safety Resuscitator           8/2021
09/934,016          Medical Port for Emergency Safety Resuscitator  Pending

The Company's international patents are as follows:

PATENT NO.
/APP. NO.      COUNTRY        DESCRIPTION                        EXPIRATION
2,246,770      Canada         Dual-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 Resusitator                  Pending

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, for the manufacture of the
above products.  Although the Company may file a 510K application in the
future for acceptance of the NanoMask and NanoMask filters as Class II
medical devices, the Company currently has not obtained FDA approval for
the NanoMask and NanoMask filters since the product is not currently
considered a Class II medical device and FDA approval is not currently
required.


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

The Company is required to register on a yearly basis with the FDA, is
listed as a manufacturer, and is subject to inspections at its Henderson,
NV facility due to the NanoMask filter manufacturing processes currently
being performed.  In addition, since certain manufacturing processes are
performed by Westmed and Superstat (for the Superstat products only), at
their facilities in Tucson, AZ and Rancho Dominquez, CA, respectively, both
Westmed and Superstat are also subject to FDA inspections.

Research and Development
------------------------

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

- 2005 ($26,150). These costs are prototype development costs associated
with the new products such as materials, supplies, consulting fees, etc.
- 2004 ($0). No funds were spent during 2004 for research and development
type activities.

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 approximately 25 employees, most of which are
involved directly with the production of the NanoMask filters.  The
production managers are paid an annual salary but the remaining production
employees are paid hourly and at-will.  Other employees not involved in
production are paid hourly.

The Company also, during 2005, hired a Director of Manufacturing and a
Director of Business Development.  These employees are paid an annual
salary.


The Company has oral agreements with Douglas K. Beplate, President, Peter
Clark, former Secretary/Treasurer, and Steve Hanni, Chief Financial Officer
/ Secretary / Treasurer, calling for salary payments of $96,000 per year,
$72,000 per year, and $60,000 per year, respectively.  Accrued payroll for
Mr. Beplate totaled $0 as of December 31, 2005.  Accrued payroll for Mr.
Clark totaled $8,000 as of December 31, 2005.  Accrued payroll for Mr.
Hanni totaled $15,000 as of December 31, 2005.  Any accrued amounts are
non-interest bearing and subject to change only upon approval by the Board
of Directors.

The Company retained the services of two separate manufacturing consultants
during 2005 to aide the Company in setting up its new production facility
in Nogales, Mexico and to ensure that the Company's quality control
standards are in compliance with the FDA regulations.

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

ITEM 2.  DESCRIPTION OF PROPERTIES

The Company presently occupies office, warehouse and manufacturing 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, 1,404 square feet of warehouse space, and
approximately 2850 square feet of manufacturing space. The Lease Agreement
began June 1, 2002, was modified during June 2005 to include additional
space, and terminates June 30, 2006.  The Company believes this space will
be adequate for its needs through the term of the lease.

The Company also presently occupies a manufacturing facility in Nogales,
Mexico located at Calle Los Gavilanes, #28, Nogales, Sonora, Mexico, under
a three year lease agreement.  The property consists of approximately
13,124 square feet.  The Lease Agreement began on December 15, 2005 and
terminates on December 14, 2008.  The monthly lease payment is $4,648 and
includes an annual increase not to exceed 3%.

                        ITEM 3.  LEGAL PROCEEDINGS
None.
      ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

Our annual meeting of the shareholders (the AAnnual Meeting@) was held at
the Sunset Station Hotel and Casino, 1301 West Sunset Road, Henderson,
Nevada 89014, on Thursday, October 20, 2005, at 10:00 am, Pacific Time.  At
the meeting we:

     1.   Elected five directors to serve until the expiration of their
          respective terms and until their respective successors are
          elected and qualified; and
     2.   Ratified the selection of Piercy Bowler Taylor & Kern as our
          independent auditor for our fiscal year ending December 31, 2005;
          and

Voting results on the above matters were as follows:

1. Elect Directors                 For         Against      Withheld
Douglas K. Beplate                 24,562,682  -            235,717
David E. Bloom                     24,462,682  100,000      235,717
Thomas Glenndahl                   24,462,682  100,000      235,717
Raymond C.L. Yuan                  24,562,682  -            235,717
Sherman Lazrus                     24,220,682  -            577,717

2. Ratify re-appointment of
   Piercy Bowler Taylor & Kern as
   the Company's independent
   registered                      24,730,784   52,915       14,700

2. Ratify re-appointment of
   Piercy Bowler Taylor
   & Kern as the Company's
   independent registered          24,730,784   52,915       14,700


A total of 24,798,399 shares were represented at the meeting in person or
by proxy, or approximately 72% of the total 34,507,348 shares eligible to
vote.

     ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

As of February 28, 2006, the Company had approximately 300 shareholders of
its common stock.  The Company has not paid cash dividends on its common
stock.  The Company anticipates that for the foreseeable future any
earnings will be retained for use in its business, and no cash dividends
will be paid on the common stock.  Declaration of common stock dividends
will remain within the discretion of the Company's Board of Directors and
will depend upon the Company's growth, profitability, financial condition
and other relevant factors.

The Company's common stock is traded on the NASD'S OTC Bulletin Board (the
"OTCBB") under the symbol "EMFP".  The following table sets forth, for the
respective periods indicated, the prices of the Company's Common Stock in
the over the counter market as reported by on the OTCBB for the periods for
which this report is being filed.  Such over the counter market quotations
are based on inter-dealer bid prices, without markup, markdown or
commission, and may not necessarily represent actual transactions.


     Fiscal Year 2005         High Bid  Low Bid

     Quarter ended 12/31/05   $ 1.14    $ 0.44
     Quarter ended 9/30/05    $ 0.56    $ 0.31
     Quarter ended 6/30/05    $ 0.58    $ 0.35
     Quarter ended 3/31/05    $ 0.60    $ 0.32

     Fiscal Year 2004         High Bid  Low Bid

     Quarter ended 12/31/04   $ 0.57    $ 0.20
     Quarter ended 9/30/04    $ 0.55    $ 0.23
     Quarter ended 6/30/04    $ 0.63    $ 0.28
     Quarter ended 3/31/04    $ 0.90    $ 0.52

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

During the quarter December 31, 2005, the Company issued the following
shares of common stock:

- 3,472,800 shares of common stock in exercise of warrants for total
proceeds of $1,009,450. The shares underlying the warrants exercised were
registered by the Company on Form S-2, filed with the Commission in
November 2004.

- 236,840 shares of common stock to the directors for services rendered
valued at $90,000,
- 50,000 shares of common stock to the Company's legal counsel for services
rendered valued at $44,000, and
- 975,000 shares of common stock to certain officers and consultants in
lieu of past due wages and consulting fees totaling $133,000 and for
various bonuses totaling $725,000.  The above shares were issued in
reliance on the exemption from registration and prospectus delivery
requirements of the Act set forth in Section 3(b) and/or Section 4(2) of
the Securities Act and the regulations promulgated thereunder.

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

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

As of December 31, 2005, 1,479,000 shares of the Company's common stock
were issued pursuant to the Plan for the services of various individuals to
the Company.  The 1,479,000 shares (issued during 2004) were recorded at
the fair market value of the shares on the date of issuance which was $0.45
per share for a total of $665,550. $42,000 of this amount has been recorded
as deferred compensation in the accompanying financial statements as of
December 31, 2005 for services to be rendered to the Company in the future,
and $45,000 was capitalized to patent and acquired technology costs related
to one of the Company's developing products.

The following table summarizes information about equity awards that are
outstanding as of December 31, 2005.

<Table>
<Caption>
                  Number of Shares of     Number of Shares
                  Common stock to be      of Weighted Avg    Common Stock
                  issued upon exercise    Exercise Price     Available for Future
                  of Outstanding          of Outstanding     Issuance (excluding
Plan Category     Options*                Options            shares reflected in *)
----------------- ---------------------   -----------------  ---------------------
<S>               <C>                     <C>                <C>
Equity
compensation
Plans approved by
Security holders  0                       n/a                0

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


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


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

Cautionary Statement Regarding Forward-looking Statements
---------------------------------------------------------

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

Overview
--------

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

Since its inception, the Company has been involved primarily in the
development of its technology.  During this time, revenues have not been
adequate to cover operating expenses. Without adequate revenues to offset
expenditures, the Company has reported a loss in each of its years of
existence.  To date, the Company has funded itself by way of a series of
private equity placements.  As of the end of fiscal 2005, the Company had
offset its accumulated deficit in this manner. The most valuable asset of
the Company is its intellectual property and technology.  The Company
acquired the rights to a substantial portion of its intellectual property
from its president and chief executive officer (See Critical Accounting
Policies and Estimates, below), which property includes title to the patent
on a component of an emergency CPR assistance device, called a dual-
filtered vapor isolation valve and the rights to certain other technologies
related to environmental masks.  Rights pertaining thereto include the
right to maintain, sell and improve the devices, and to license those
rights.  Although the Company believes its technology to be very valuable
in the economic sense, this value is not quantified as such on the
Company's balance sheet since the technology is recorded at historical cost
rather than fair value.

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

Revenues:  During 2005, the Company reported an increase in revenues of
$249,041 or approximately 61% from revenues for 2004, primarily due to the
substantial increase in NanoMask and NanoMask replacement filter sales
during late 2005 as compared to 2004.  The Company commenced production of
the filters at the Company's Henderson, NV facility during November 2005.
Following an initial ramp-up period, which was used to fine-tune equipment,
hire workers, and establish standard operating procedures, the Company was
able to ship approximately 600,000 NanoMask filters and 50,000 NanoMask
shells to distributors by the end of 2005.  The Company expects revenues
for the NanoMask and NanoMask replacement filters to increase significantly
during 2006 since the Company has entered into numerous domestic and
international distributor agreements with minimum order quantities.   In
the aggregate, these distributors have committed to purchase a total of
580,000 masks and 9,800,000 filters in 2006, and 715,000 masks and
11,450,000 filters in 2007.  The Company is also pursuing additional
domestic and international distributor agreements.

Along with a manufacturing facility opened in Henderson, NV during October
2005, in February 2006 the Company opened a manufacturing facility in
Nogales, Mexico and has commenced production of the Company's NanoMask
filters at that location.  Through the combined production facilities, the
Company expects to be able to produce approximately 1 million NanoMask
filters per week, enabling it to fulfill its supply commitments to its
international and domestic distributors, as well as pursue large retail and
medical products customers with whom the Company has already held
discussions, although no agreements have yet been executed.

Revenues have also been generated in 2005 and 2004 in part from the sale of
the emergency CPR assistance device.  Sales for this product decreased
during 2005 primarily due to the substantial decrease in orders from the
U.S. military during 2005 as compared to 2004.  Government orders,
historically, have been sporadic based upon the timing of their restocking
requirements, although there are no guarantees as to when or if the
government will continue to re-order any of the Company's products. In
addition to competition from other companies that may offer alternative
products, governmental orders from the military are dependent on current
foreign affairs and international conflicts and the need for emergency
products in the US military.

Additionally, the Company generated revenues in 2005 and 2004 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 remained relatively constant for
2005 as compared to 2004.  As previously discussed, in addition to
competition from other companies that may offer alternative products,
governmental orders from the military are dependent on current foreign
affairs and international conflicts and the need for emergency products in
the US military.

Cost of Sales: During 2005, the Company reported an increase in cost of
sales of approximately $149,000 or 57% compared to 2004, which is
commensurate with the increase in revenues for the same period.  Costs as a
percentage of sales were 63% and 65% for the years ended December 31, 2005
and 2004, respectively. The Company expects costs as a percentage of sales
to decline to approximately 50% to 55% in the near future once the
manufacturing facility in Mexico is operating efficiently, unless
significant changes in the cost of materials occur. 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 2005 as
compared to 2004 remained relatively constant with an increase of $129,028,
or approximately 8.1%.   The Company expects general and administrative
expenses to increase slightly in the near future due to the need for
additional accounting and other consulting services required for the
increase in production and revenues that are expected during 2006.  During
late 2005, the Company hired a Director of Manufacturing and a Director of
Business Development and expects to incur additional operating costs
related to this and the hiring of marketing personnel.

During 2005, the Company issued 236,840 shares of common stock to its
directors valued at $0.38 per share for services rendered totaling $90,000
in their positions as directors.  The Company also issued 1,025,000 shares
of common stock during 2005 to certain officers and consultants for
services rendered and in lieu of unpaid salaries valued at $0.88 per share,
or $902,000.

During 2004, the Company issued 400,000 shares of common stock to its
directors valued at $0.36 per share for services rendered in their
positions as directors.  The Company also issued approximately 1,400,000
shares of common stock during 2004 for services rendered and to be rendered
to various outside consultants and lawyers.  These services include efforts
to form strategic alliances and relationships with potential distributors
of the Company's products, including any product-related public relations
efforts associated with the efforts, developing marketing programs
specifically targeted to promoting brand name awareness, legal fees, patent
related services, and services related to researching potential product
distribution agreements and/or marketing agreements in the Pacific Rim.

The Company expects salaries and wages expenses to increase significantly
over the next twelve months due to increased production.  The Company
anticipates that expenses for director fees, consulting, and other services
rendered will remain relatively constant over the next few years.  The
significant components of the Company's operating expenses for 2005 include
salaries and wages totaling $887,671, consulting, director fees and other
professional services totaling $660,064, product and liability insurance
totaling $50,649 and office rent totaling $60,166.

Research and development: Although not significant for the periods
presented, the Company expects research and development costs to increase
somewhat in the future as the Company intends to bring additional products
to market during the next twelve months. Future research and development
costs for testing, validation and FDA filings for these potential new
products are estimated to range from $50,000 to $60,000 during the next
twelve months.  The Company spent approximately $52,000 during the year
ended December 31, 2005, for additional molds required for one of its new
products, ELVIS (Emergency Life-Support Ventilation and Intubation System),
and approximately $21,000 for molds required for the children's version of
the NanoMask.  An additional $30,000 to $40,000 may also be required for
the production of molds for other potential new products.  The significant
components of the Company's research and development costs ordinarily
include prototype development and materials, governmental filings and
laboratory testing.

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

The Company has not been able, in the past, to generate sufficient net cash
inflows from operations to sustain its business efforts as well as to
accommodate its growth plans.  However, at the present time, the Company
believes that it will have sufficient cash inflows from future operations
along with its existing cash resources, to sustain its business efforts
going forward.  Management has been able to secure numerous domestic and
international distributor agreements with minimum order quantities.   In
the aggregate, these distributors have committed to purchase a total of
580,000 masks and 9,800,000 filters in 2006, and 715,000 masks and
11,450,000 filters in 2007.  The Company is expecting to show a significant
increase in revenues during 2006 due to these new distribution agreements.
These minimum orders, assuming they are fulfilled, would generate revenues
of approximately $8,000,000 to $9,000,000 for 2006.

Also during 2005, the Company entered into a non-exclusive distribution
agreement with 2H Distributors, a California-based company, to distribute
the Company's environmental masks to both retail and wholesale market
segments in the United States and internationally.  2H Distributors has
recently begun ordering an increased amount of environmental masks and
filters and is continually marketing the product and seeking retail outlets
throughout the country.  Their wholesale marketing plans entail forming
partnerships with a number of consumer products distributors in Southeast
Asian markets such as Vietnam and Thailand.

The Company is also pursuing additional domestic and international
distributor agreements.  Because of a significant increase in demand, as
previously discussed, the Company opened its NanoMask filter manufacturing
facility in Henderson, NV during October 2005, and in February 2006, the
Company opened a manufacturing facility in Nogales, Mexico and has
commenced production of the Company's NanoMask filters at that location.
Through the combined production facilities, the Company expects to be able
to produce approximately 1 million NanoMask filters per week, enabling it
to fulfill its supply commitments to its international and domestic
distributors, as well as pursue large retail and medical products customers
with whom the Company has already held discussions.  If the demand for
these filters continues, the Company expects to be able to generate
sufficient cash flow from operations to cover its ongoing expenses, and
thus will not need to raise additional funds.

During 2004, the Company entered into three separate subscription
agreements with accredited investors, pursuant to an offering conducted
under Rule 506 of Regulation D, as promulgated under the Securities Act of
1933.  In connection with the offering, the Company sold 3,000,000 shares
of common stock at a purchase price of $0.25 per share, pursuant to which
the Company received gross proceeds of $750,000. In connection with this
offering, the Company also issued (i) Class A Warrants for the purchase of
3,600,000 shares of common stock; and (ii) Class B Warrants for the
purchase of 2,000,000 shares of common stock. The Class A Warrants are
exercisable at $0.30 per share for a two year period. The Class B Warrants
were cancelled during early 2005.  During 2005, all of the 3,600,000 Class
A Warrants were exercised for total gross proceeds to the Company of
$1,080,000.

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

During 2005 and 2004, the Company also issued 692,300 and 906,775 shares of
common stock, respectively, through the exercise of common stock warrants
previously granted from a separate offering conducted during 2003, for
total proceeds of $173,075 and $271,381, respectively.  Subsequent to
December 31, 2005, the Company issued an additional 100,000 shares of
common stock through the exercise of common stock warrants for total
proceeds of $25,000.  In addition, the Company may receive additional funds
of up to approximately $117,000 through the exercise of common stock
warrants currently outstanding.

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 NanoMask and NanoMask
filters as previously described.  The research and development costs
associated with the ELVIS BVM device will be the most significant.  The
estimated costs for testing, validation and FDA filings for these potential
new products are estimated to range from $50,000 to $60,000 during the next
twelve months.  The Company spent approximately $52,000 during the year
ended December 31, 2005, for additional molds required for the ELVIS BVM
bag, and approximately $21,000 for molds required for the children's
version of the NanoMask.  An additional $30,000 to $40,000 may also be
required for the production of molds for other potential new products.

Cash used by our operating activities for the years ended December 31, 2005
and 2004 was funded primarily by the sale of common stock for cash and from
the exercise of outstanding stock warrants.


On October 20, 2005, the Company issued 387,976 shares of common stock in
lieu of outstanding debt as follows:

 - 34,091 shares to the Company's President for past due wages;
 - 42,614 shares to the Company's Secretary/Treasurer for past due wages;
 - 51,136 shares to the Company's Chief Financial Officer for past due
wages;
 - 236,840 shares to the Company's directors for past board service; and
 - 23,295 shares to a related consultant for past services performed.

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

As of December 31, 2005, 1,479,000 shares of the Company's common stock
were issued pursuant to the Plan for the services of various individuals to
the Company.  The 1,479,000 shares (issued during 2004) were recorded at
the fair market value of the shares on the date of issuance which was $0.45
per share for a total of $665,550.  However, a total of $492,540 of this
amount was originally recorded as deferred compensation for services to be
rendered to the Company in the future, and $45,000 was capitalized to
patent and acquired technology costs related to one of the Company's
developing products.  Amortization of $450,540 of the deferred compensation
was recorded through December 31, 2005, leaving a remaining balance of
deferred compensation of $42,000 at December 31, 2005.

In September 2004, the Company announced that it had been awarded a
Prototype Development/Testing/Evaluation Grant (PDT&E) to develop a testing
protocol for filter media on behalf of the U.S. Military. As part of this
project, the Company tested their licensed nano-enhanced filter media at
Edgewood Chemical Biological Center in Edgewood, Maryland. The original
study funded by the grant comprised protocols or tests to evaluate the
Company's filter media efficacy against four different contaminants.  As a
result of the successful completion of this testing phase, the Company was
requested by the United States military to test its filter media against a
number of additional contaminants.  This final phase of testing was
completed during May 2005.  As a result of these successful tests, the U.S.
military is currently introducing the Company's technology to companies
that manufacture filters for various military applications with the aim of
having them incorporate the technology in their filter applications.  The
Company would also expect to sub-license its nano-enhanced filter media to
a number of Department of Defense approved manufacturers to develop and/or
enhance existing filtration products that are currently used by the U.S.
Air Force, Army and Navy, as well as to commence development of new product
applications that will serve to better protect U.S. Military personnel.
The $75,000 grant was received by the Company during early 2006.

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

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

The Company has shipped a number of sample orders, and has modified its
products at the request of Itochu, to conform to Japanese medical product
standards.  These modifications necessitated minor but time consuming
alternations to existing molds.  As a result, this process has caused
delays in the commencement of shipping commercial orders to Itochu and its
distribution partners.  The Company has now completed all of the
modifications requested by its Japanese partners and is now awaiting final
validation and confirmation of the last round of modifications to the
products, following which the Company expects to initiate commercial
shipments to Japan.

During our current fiscal year 2006, the Company expects that it will be
able to continue measures that will (i) reduce unnecessary cash outflows,
and (ii) increase revenues through our improved marketing efforts.

The Company's future business model is intended to be cost-efficient and
will emphasize:  (1) continued development of the NanoMask and NanoMask
filters, including the introduction of a child's mask, and the continued
pursuit of additional domestic and international distributor agreements;
(2) establishing continual efficiencies in its manufacturing facilities in
order to cut costs and improve quality control; (3) in-house research and
development;  (4) accumulation of intellectual property assets;  and (5)
ownership of key production equipment.

Impact of Inflation and Interest Rates
--------------------------------------

At this time, we do not anticipate that either inflation or interest rate
variations will have a material impact on our future operations.

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

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

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

In December 2004, the Financial Accounting Standards Board (FASB) issued
SFAS No. 123 (Revised 2004), Share-Based Payment (SFAS 123R). SFAS 123R
requires that compensation cost related to share-based employee
compensation  transactions be recognized in the financial statements.
Share-based employee compensation transactions within the scope of SFAS
123R include stock options, restricted stock plans, performance-based
awards, stock appreciation rights and employee share purchase plans. The
Company has previously accounted for any stock-based employee compensation
under Accounting Principles Board (APB) Opinion No. 25, the effect of which
has not been significant in recent periods due to the absence of such
compensation.  The provisions of SFAS 123R will be effective during the
first interim fiscal period that begins after December 15, 2005, during
which the Company grants any form of stock-based compensation. Since the
Company has no present plans to award such compensation in the foreseeable
future, the likely effect of adoption cannot be predicted at this time.

In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error
Corrections, a Replacement of APB Opinion No. 20 and SFAS No. 3.  SFAS No.
154 replaces APB Opinion No. 20, Accounting Changes and SFAS No 3,
Reporting Accounting Changes in Interim Financial Statements and changes
the requirement for the accounting for and reporting of a change in
accounting principles.  SFAS No. 154 applies to all voluntary changes in
accounting principles.  It also applies to changes required by an
accounting pronouncement in the unusual instance that the pronouncement
does not include specific transition provisions.  When a pronouncement
includes specific transition provisions, those provisions should be
followed.  The provisions of SFAS No. 154 will be effective for accounting
changes made in fiscal year beginning after December 15, 2005.  We do not
presently expect to make any accounting changes that would be affected by
the adoption of SFAS No. 154 that will have a material impact on the
Company's financial condition or operations in the foreseeable future.

                      ITEM 7.  FINANCIAL STATEMENTS

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

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

There were no disagreements with Piercy Bowler Taylor & Kern on any matter
of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Piercy Bowler Taylor & Kern would have caused Piercy Bowler
Taylor & Kern to make reference to the subject matter of such disagreements
in connection with their reports on our 2005 or 2004 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.

                                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:

<Table>
<Caption>
Name                          Age    Position                  Held Since
-----------------------       -----  -----------------------   -----------------
<S>                           <C>    <C>                       <C>
Douglas K. Beplate            51     President, Director       July 2000
Peter Clark                   54     Secretary, Treasurer      June 1997
                                                                  November 2005
Steve M. Hanni                38     Chief Financial Officer   November 2005
                                     Secretary, Treasurer      November 2002

Thomas Glenndahl              59     Director                  May 2002
Dr. Raymond C.L. Yuan         62     Director                  December 1997
Sherman Lazrus                72     Chairman of the Board     June 2001
                                     Director                  December 1998
David Bloom                   56     Director                  May 2004
</Table>

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.

Peter 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, and resigned as Secretary/Treasurer in
November 2005.  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.

Steve M. Hanni, Chief Financial Officer, was appointed as the CFO on a
part-time basis during November 2002 and was appointed Secretary/Treasurer
in November 2005.  He has worked extensively with the Company over the past
eight or nine years as an outside auditor or financial consultant.  Mr.
Hanni currently devotes approximately 30-40% of his time with the Company.
He is also currently a partner in the accounting firm of Stayner, Bates &
Jensen, PC in Salt Lake City, Utah. He was formerly an audit partner with
HJ & Associates, LLC from 1997 to 2001 where he served as the Company's
outside auditor.  He received his BA from Weber State University in 1993
and an MA in Accounting from Weber State University in 1994.  He has worked
extensively with small public companies in numerous industries.

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

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

Sherman Lazrus, Chairman of the Board of Directors, was elected to the
Board in December 1998, was appointed as Interim Chief Executive Officer in
June 2001, and resigned from that position during October 2005.  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 AIMDS@. Mr. Lazrus has been a director since
December 2002. From 1976 through 1991, Mr. Lazrus held management positions
in private sector health care and health care finance companies.  From1975
to 1976, Mr. Lazrus served as Deputy Assistant Secretary of Defense for
Health Resources and Programs where his principal responsibility was the
development of policies and legislation concerning operation of the
military health care system and the CHAMPUS program covering approximately
10 million people with annual operation costs of approximately $3.5
billion.  From 1973 to 1975, Mr. Lazrus served as Director, Office of
Policy Coordination, Office of Assistant Secretary of Health where he was
responsible for Medicare and Medicaid policy matters.

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

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

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

            COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Our Common Stock is registered pursuant to Section 12(g) of the Securities
Exchange Act of 1934, as amended (the AExchange 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,
2005 have been timely filed, except for the following:

Douglas Beplate, our President, filed a Form 4 late on March 8, 2006,
reporting two gifting transactions in December 2005.


                      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, 2005, the end of our
last completed fiscal year for which this report is being filed):

<Table>
<Caption>

                   Long Term Compensation                   Long Term    Compensation
                                                       Awards         Payouts

                                             Other      Restr                     All
Name &                                      Annual      icted            LTIP   Other
Principal                                   Compen      Stock  Options Payout  Compen
Position     Year       Salary       Bonus  sation     Awards  /SARs #    ($)  sation
-------------------------------------------------------------------------------------
<S>      <C>      <C>         <C>           <C>    <C>        <C>     <C>    <C>
Douglas
 Beplate     2005 $102,000 (1)$366,000 (2)      $0 $18,000(2)       $0     $0      $0
President    2004  $96,000 (1)          $0      $0         $0       $0     $0      $0
             2003  $96,000 (1)          $0      $0         $0       $0     $0      $0

Steve Hanni  2005  $60,000 (3) $43,000 (4)      $0         $0       $0     $0      $0
 CFO         2004  $60,000 (3) $39,600 (4)      $0         $0       $0     $0      $0
             2003     $60,000           $0      $0         $0       $0     $0      $0

</Table>

(1)  In 2003, Mr. Beplate received $37,000 in cash and the remaining
balance was accrued.  In 2004, Mr. Beplate received $46,500 in cash and
$90,000 in the form of shares issued at $.36 per share representing the
remaining accrued salaries from 2002, 2003 and part of 2004.  In 2005, Mr.
Beplate received $114,000 in cash and $30,000 in the form of shares issued
at $0.88 per share representing any unpaid accrued salaries.  Total
remaining unpaid salary due to Mr. Beplate at December 31, 2005 totaled $0.
(2) In 2005, Mr. Beplate also received 415,909 shares issued at $.88 per
share representing a bonus totaling $366,000, and 47,368 shares issued at
$0.38 per share as a directors fee totaling $18,000.
(3) In 2004, Mr. Hanni received $25,000 in cash and $20,000 in the form of
shares issued at $0.36 per share, and the remaining $15,000 was accrued.
In 2005, Mr. Hanni received $15,000 in cash and $45,000 in the form of
shares issued at $0.88 per share.  Total remaining unpaid salary due to Mr.
Hanni at December 31, 2005 totaled $15,000.
(4) In 2004, Mr. Hanni also received 110,000 shares issued at $0.36 per
share representing a bonus totaling $39,600. In 2005, Mr. Hanni received
48,864 shares issued at $0.88 per share representing a bonus totaling
$43,000.

Compensation of Directors
-------------------------

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

During fiscal 2005 and 2004, the Company issued a total of 236,840 and
400,000 shares of common stock, respectively, valued at $0.38 and $0.36 per
share, respectively, to the Company's directors for director services
rendered totaling $90,000 and $144,000, respectively.

The board of directors met one time in person and five times via telephone
during fiscal 2005.

Committees of the Board of Directors
------------------------------------

The Company is not required to have an Audit Committee and does not.  The
tasks and financial oversight responsibilities of this committee are
performed by the entire board of directors.

Code of Ethics
--------------

The Company adopted a Code of Ethics for its executive officers and
employees during the year ended December 31, 2005.  The Code of Ethics is
posted on the Company's website at www.emergencyfiltration.com.


 ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of February 15, 2006 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 39,341,988 shares of
our Common Stock issued and outstanding, and the name and shareholdings of
each director and of all officers and directors as a group.  Beneficial
ownership numbers and calculation of % of class assume the exercise of any
outstanding options and warrants and the corresponding increase in the
number of outstanding shares.

<Table>
<Caption>

Title of Class      Name and Address         Number of Shares    % of Class
--------------      -----------------------  ----------------    -----------
<S>                 <C>                      <C>                 <C>
Common              Douglas K. Beplate
                    175 Cassia Way, Ste. A115
                    Henderson, NV 89014      3,800,368           9.66%

Common              Peter Clark
                    175 Cassia Way, Ste. A115
                    Henderson, NV 89014      2,078,524           5.28%

Common              Josiah T. Austin
                    12626 Turkey Creek Road
                    Pearce, AZ 85625         3,759,500           9.56%

Securities Ownership of Officers and Directors
----------------------------------------------

Title of Class      Name and Address         Number of Shares    % of Class
--------------      ---------------------    ----------------    -----------
<S>                 <C>                      <C>                 <C>
Common              Douglas K. Beplate
                    President, Director      3,800,368           9.66%

Common              Steve M. Hanni
                    Chief Financial Officer
                    /Sec./Treas.               323,451           0.82%

Common              Dr. Raymond C.L. Yuan
                    Director                   382,368           0.97%

Common              Sherman Lazrus
                    Chairman of the Board      347,368           0.88%

Common              David Bloom
                    Director                   147,368           0.37%

Common              Thomas Glenndahl
                    Director                   377,368           0.96%
--------------      ---------------------    ----------------    -----------
                    Total (6 persons)        5,378,291           13.67%
                    ----------------         ---------           ------
</Table>


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following related party transactions occurred during the years ended
December 31, 2005 and 2004 which are required to be disclosed pursuant to
Item 404 of Regulation S-B.

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

On October 20, 2005, the Company issued 1,211,840 shares of common stock in
lieu of outstanding debt and other services rendered as follows:

 - 450,000 shares to the Company's President, Doug Beplate, for past due
wages totaling $30,000 and a bonus of $366,000;
 - 350,000 shares to the Company's former Secretary/Treasurer, Peter Clark,
for past due wages totaling $37,500 and a bonus of $270,500;
 - 100,000 shares to the Company's Chief Financial Officer, Steve Hanni,
for past due wages totaling $45,000 and a bonus of $43,000;
 - 75,000 shares to a related consultant, Wendy Harper, for outstanding
debt totaling $20,500 and other services rendered totaling $45,500.  Ms.
Harper provides outside accounting, secretarial, and general managerial
consulting services to the Company; and
 - 236,840 shares to the Company's directors for past board service
totaling $90,000.

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

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

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 2005 or 2004 under these variable stock
options.  Under variable stock options, the Company could incur additional
compensation expense in the future arising from the excess of the fair
market value of the Company's stock over the exercise price of the related
options.  400,000 of the 600,000 modified stock options were later
cancelled during 2002 and the remaining 200,000 expired unexercised during
2004.


                 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 Registered Public Accounting Firm -
  Piercy Bowler Taylor & Kern                                            26
Balance sheet as of December 31, 2005                                    27
Statements of operations for the years ended December
   31, 2005 and 2004                                                     28
Statements of stockholders' equity for the years ended
   December 31, 2005 and 2004                                            29
Statements of cash flows for the years ended December
   31, 2005 and 2004                                                     31
Notes to the financial statements                                        33

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

None.

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

Exhibit No.    Description
-----------    -----------------------------------------------------------
31.01          Certification of Principal Executive Officer pursuant to
               Section 302 of the Sarbanes-Oxley Act of 2002
31.02          Certification of Principal Financial Officer pursuant to
               Section 302 of the Sarbanes-Oxley Act of 2002
32.01          Certification of Principal Executive Officer pursuant to 18
               U.S.C. Section 1350, as adopted, pursuant to Section 906 of
               the Sarbanes-Oxley Act of 2002
32.02          Certification of Principal Financial Officer pursuant to 18
               U.S.C. Section 1350, as adopted, pursuant to Section 906 of
               the Sarbanes-Oxley Act of 2002

(b) Reports on Form 8-K.

On November 17, 2005, the Company filed a Current Report on Form 8-K with
the Commission announcing, along with a Press Release, that the Company was
producing NanoMask filters at its new production facility in Henderson, NV
and details surrounding the initial production runs.

            ITEM 14. PRINCIPAL ACCOUNTANTS' FEES AND SERVICES

Information required by Item 9(c) of Schedule 14A

  1) Audit Fees - The aggregate fees billed us to date for fiscal years
2005 and 2004 for professional services rendered by Piercy Bowler Taylor &
Kern for the audit of our annual financial statements and review of our
quarterly financial statements was approximately $40,500 and $37,500,
respectively.

  2) Audit-Related Fees - The aggregate fees billed us for fiscal years
2005 and 2004 for professional services rendered by Piercy Bowler Taylor &
Kern for other professional services rendered such as the review of the
Company's S-2 registration statement and S-8 filings was $0 and $6,150,
respectively.

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

                                 SIGNATURES

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

EMERGENCY FILTRATION PRODUCTS, INC.

March 21, 2006
                              By /S/Douglas K. Beplate
                              Douglas K. Beplate, President

March 21, 2006
                              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 of the Board    March 21, 2006
/S/ Douglas K. Beplate   President, Director      March 21, 2006
/S/ Raymond C.L. Yuan    Director                 March 21, 2006
/S/ Thomas Glenndahl     Director                 March 21, 2006
/S/ David Bloom          Director                 March 21, 2006




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying balance sheet of Emergency Filtration
Products, Inc. (the Company) as of December 31, 2005, and the related
statements of operations, stockholders' equity, and cash flows for the
years ended December 31, 2005 and 2004.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

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

In our opinion, the accompanying financial statements of the Company
present fairly, in all material respects, its financial position as of
December 31, 2005, and the results of its operations and cash flows for the
years ended December 31, 2005 and 2004, in conformity with accounting
principles generally accepted in the United States.

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

February 10, 2006

                    EMERGENCY FILTRATION PRODUCTS, INC.
                               Balance Sheet
                             December 31, 2005
<Table>
<Caption>
<S>                                                         <C>
                                   ASSETS
                                  -------
CURRENT ASSETS
  Cash                                                       $    467,512
  Accounts receivable, net of an allowance for doubtful
   accounts of $4,025                                             418,588
  Prepaid expenses and other                                      131,475
  Inventory                                                       217,985
                                                             -------------
                                                                1,235,560
                                                             -------------
PROPERTY AND EQUIPMENT,
  net of accumulated depreciation of $210,677                     302,356
                                                             -------------
OTHER ASSETS
  Patents and acquired technology, net of accumulated
   amortization of $217,417                                       897,370
  Deposits and other assets                                         3,462
                                                             -------------
                                                                  900,832
                                                             -------------
                                                             $  2,438,748
                                                             =============

   LIABILITIES AND STOCKHOLDERS' EQUITY
   ------------------------------------

CURRENT LIABILITIES
  Accounts payable, related parties                          $     21,737
  Accounts payable, other                                         190,537
  Accrued expenses                                                149,055
  Notes payable                                                    20,693
                                                             -------------
                                                                  382,022
                                                             -------------
STOCKHOLDERS' EQUITY
  Common stock, 50,000,000 shares authorized of $0.001
   par value, 39,241,988 shares issued and outstanding             39,242
  Additional paid-in capital                                   13,450,194
  Deferred compensation                                           (42,000)
  Deficit                                                     (11,390,710)
                                                             -------------
                                                                2,056,726
                                                             -------------
                                                             $  2,438,748
                                                             =============


</Table>

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

                    EMERGENCY FILTRATION PRODUCTS, INC.
                          Statements of Operations
               For the years ended December 31, 2005 and 2004
<Table>
<Caption>
                                                       December 31,
                                                    2005          2004
                                                ------------  ------------
<S>                                             <C>           <C>
NET SALES                                       $   654,872   $   405,831

COSTS AND EXPENSES
  Cost of sales                                     411,216       261,941
  Depreciation and amortization                     104,659       110,161
  Research and development                           26,150             -
  Selling, general and administrative             1,723,510     1,594,482
                                                ------------  ------------
                                                  2,265,535     1,966,584
                                                ------------  ------------
LOSS FROM OPERATIONS                             (1,610,663)   (1,560,753)
                                                ------------  ------------
OTHER INCOME (EXPENSE)
  Interest expense                                   (2,033)      (44,480)
                                                ------------  ------------
    NET LOSS                                    $(1,612,696)  $(1,605,233)
                                                ============  ============

BASIC AND DILUTED LOSS PER SHARE                $     (0.05)  $     (0.06)
                                                ============  ============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING                                      35,263,999    29,110,478
                                                ============  ============

</Table>

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


                    EMERGENCY FILTRATION PRODUCTS, INC.
                     Statements of Stockholders' Equity
               For the Years Ended December 31, 2005 and 2004
<Table>
<Caption>
                                                   Accumulated
                                                         Other
                                Additional Deferred    Compre
                   Common Stock   paid-in   Compen   hensive       Stockholders
                Shares  Dollars    capital   sation    income   Deficit    Equity
           -----------  ------- ---------- -------- --------- ----------- -----------
<S>        <C>          <C>     <C>       <C>      <C>       <C>          <C>
Balances,
January
1, 2004     27,246,517  $27,246 $9,269,434 $     -  $  1,860  $(8,172,781) $1,125,759

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

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

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

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

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

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

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

Net loss
for 2004             -        -          -        -         - (1,605,233) (1,605,233)
           -----------  ------- ---------- -------- --------- ----------- -----------
Balances,
December
31, 2004    33,687,848  $33,688$11,210,673$(68,000) $ (7,910)$(9,778,014)  $1,390,437
           ===========  ======= ========== ======== ========= =========== ===========
</Table>
   The accompanying notes are an integral part of these financial statements.


                         EMERGENCY FILTRATION PRODUCTS, INC.
                          Statements of Stockholders' Equity
                    For the Years Ended December 31, 2005 and 2004
<Table>
<Caption>
                                                   Accumulated
                                                         Other
                                Additional Deferred    Compre
                   Common Stock   paid-in   Compen   hensive       Stockholders
                Shares  Dollars    capital   sation    income   Deficit    Equity
           -----------  ------- ---------- -------- --------- ----------- -----------
<S>        <C>          <C>     <C>       <C>      <C>       <C>          <C>
Balances,
December
31, 2004    33,687,848  $33,688$11,210,673$(68,000) $ (7,910)$(9,778,014) $ 1,390,437

Common stock
issued in
exercise of
warrants at
prices ranging
from $0.25 to
$0.30 per
share        4,292,300    4,292  1,248,783        -         -           -   1,253,075

Common stock
issued to
directors for
services
rendered valued
at $0.38
per share      236,840      237     89,763        -         -           -      90,000

Common stock
issued to
officers in
lieu of past
due wages and
bonuses valued
at $0.88 per
share          900,000      900    791,100        -         -           -     792,000

Common stock
issued for
services
rendered at
$0.88 per
share          125,000      125    109,875        -         -           -     110,000

Amortization
of deferred
compensation         -        -          -   26,000         -           -      26,000

Unrealized
foreign exchange
gain                 -        -          -        -     7,910           -       7,910

Net loss
for 2005             -        -          -        -         - (1,612,696) (1,612,696)
           -----------  ------- ---------- -------- --------- ----------- -----------
Balances,
December
31, 2005    39,241,988  $39,242$13,450,194 $(42,000)$       -$(11,390,710) $2,056,726
           =========== ======== ========== ========= ======== ============ ==========

</Table>


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

                    EMERGENCY FILTRATION PRODUCTS, INC.
                          Statements of Cash Flows
               For the Years Ended December 31, 2005 and 2004
<Table>
<Caption>

                                                       December 31,
                                                --------------------------
                                                     2005         2004
                                                ------------  ------------
<S>                                             <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                      $(1,612,696)  $(1,605,233)
  Adjustments to reconcile net loss to net cash
  used in operating activities:
  Depreciation                                       30,339        38,257
  Amortization of patent costs                       74,320        71,904
  Loss on vacating lease                                  -         8,674
  Bad debts                                           4,010        22,780
  Common stock issued for services                  885,000       702,550
 Changes in operating assets and liabilities:
  Accounts receivable                              (414,528)      (17,476)
  Prepaid expenses and other                        (63,302)       77,140
  Inventory                                         (34,710)         (835)
  Deposits                                                -         8,268
  Accounts payable - unrelated and related parties  139,780       163,332
  Accrued expenses                                    59,294       (2,071)
                                                ------------  ------------
   Net cash used in operating activities           (932,493)     (532,710)
                                                ------------  ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment               (266,514)            -
                                                ------------  ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Common stock issued through exercise
   of warrants for cash                           1,253,075       271,381
  Net proceeds from other sales of common stock           -       630,750
  Payments on notes payable                         (32,617)      (70,001)
                                                ------------  ------------
   Net cash provided by financing activities      1,220,458       832,130
                                                ------------  ------------

EFFECT OF CURRENCY EXCHANGE RATE CHANGES
  ON CASH                                             7,910        (9,770)
                                                ------------  ------------
NET INCREASE IN CASH                                 29,361       289,650
                                                ------------  ------------
CASH AT BEGINNING OF YEAR                           438,151       148,501
                                                ------------  ------------
CASH AT END OF YEAR                             $   467,512   $   438,151
                                                ============  ============
</Table>

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

                    EMERGENCY FILTRATION PRODUCTS, INC.
                    Statements of Cash Flows (Continued)
               For the Years Ended December 31, 2005 and 2004
<Table>
<Caption>

                                                       December 31,
                                                --------------------------
                                                     2005         2004
                                                ------------  ------------
<S>                                             <C>           <C>
SUPPLEMENTAL CASH FLOW INFORMATION
  Cash payments for interest                    $     2,036    $    2,781
  Non-cash investing and financing activities
   Common stock issued for services             $   859,000    $  278,010
   Common stock issued for deferred compensation          -        68,000
   Common stock issued to reduce accounts
    payable, related party                          133,000       230,000
  Common stock issued for patent rights and
    acquired technology                                   -        45,000
  Deferred costs financed with debt                  35,701        59,600



</Table>

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

                    EMERGENCY FILTRATION PRODUCTS, INC.
                     Notes to the Financial Statements
               For the Years Ended December 31, 2005 and 2004

NOTE 1  NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of business
------------------

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

The Company has not been able, in the past, to generate sufficient net cash
inflows from operations to sustain its business efforts as well as to
accommodate its growth plans.  However, at the present time, the Company
believes that it will have sufficient cash inflows from future operations
along with its existing cash resources, to sustain its business efforts
going forward.  Management has been able to secure numerous domestic and
international distributor agreements with minimum order quantities that are
expected to generate sufficient revenues to sustain operations going
forward.

Significant Accounting Policies
-------------------------------

Inventory

Raw materials and finished goods are stated at the lower of cost
(determined on a first-in, first-out basis) or market.   Inventory at
December 31, 2005, consists of raw materials used in the production of the
NanoMasks and NanoMask filters, and the assembly and production of the
emergency respiration equipment and finished goods, which also includes
direct labor and overhead directly attributable to the production of the
inventory.

Inventory at December 31, 2005 is as follows:

<Table>
         <S>                                     <C>

         Raw materials                           $  156,512
         Finished goods                              61,473
                                                 ----------
                                                 $  217,985
                                                 ==========
</Table>

Patents and acquired technology costs

Amortization is provided over an estimated economic useful life, currently
15 years. Management reviews the carrying value and the estimated life of
these assets annually for evidence of impending obsolescence or other
impairment and considers, based on its current marketing activities, plans
and expectations, and the perceived effects of competitive factors and
possible obsolescence, whether any write-downs should be taken or whether
the estimated useful lives should be shortened (Note 2).

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.

Property and equipment

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


                    EMERGENCY FILTRATION PRODUCTS, INC.
               Notes to the Financial Statements (continued)
               For the Years Ended December 31, 2005 and 2004

NOTE 1   NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

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 341,250 and 4,633,550 stock warrants at December 31, 2005 and 2004,
respectively, (without consideration of the number of shares repurchasable
with the proceeds of exercise under the "treasury stock method") have not
been included in the calculation as their effect would be anti-dilutive for
the periods presented.  Basic and diluted loss per share are, therefore,
equal.

Revenue recognition

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

Legal defense costs

The Company does not include estimated future legal and related defense
costs in accruable loss contingencies but rather records such costs as
expense when the related services are provided.

Reclassifications

Certain 2004 items have been reclassified to conform to 2005 presentation.

NOTE 2   PATENTS AND ACQUIRED TECHNOLOGY

In a prior year, the Company 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 pursuant to
an agreement with its President.  Rights pertaining thereto include the
right to maintain, sell and improve the device, and to license those
rights.  In conjunction with the technology transfer of the dual filtered
isolation valve, the Company also has a consulting agreement with this
individual to continue developing the product including market validation,
testing, approval, molds and ongoing marketing.

















                    EMERGENCY FILTRATION PRODUCTS, INC.
               Notes to the Financial Statements (continued)
               For the Years Ended December 31, 2005 and 2004

NOTE 2   PATENTS AND ACQUIRED TECHNOLOGY (Continued)

Previously, under an earlier agreement, the President had assigned all of
his rights, title and interest in various technology, patents and patent
applications to the Company.  The new agreement reflects the purchase of
additional technologies related to hydrophobic and hydrophilic filtration,
which was developed by this individual outside of his previous consulting
agreement and before he became an officer or director of the Company, and
the license of nanocoatings on any filter configuration for environmental
masks and any other application for US military use only. The nanocoatings
technology was also developed by this individual outside of his consulting
agreement and before he became an officer or director of the Company.  The
asset recorded on the initial purchase of the technology was valued at
$975,000 and paid for in cash to the extent of $130,000 and 3,250,000
shares of common stock valued at $0.26 per share.  The President was also,
originally, to receive a 1% royalty on the gross sales of any and all
products utilizing the technology.  During June 2004, the Company=s
President assigned this 1% royalty to a separate company. During October
2005, pursuant to a revised agreement, the Board of Directors of the
Company increased this royalty to 2.5% in anticipation of possible revenue
leads generated by this separate company.  Royalties of $8,400 and $895
were paid pursuant to this agreement for the years ended December 31, 2005
and 2004, respectively.

Also in a prior year, the Company acquired rights to a BVM Bag invention, a
portable emergency safety resuscitator, from an unrelated party for 20,000
shares of restricted common stock then valued at $20,000 (or $1.00 per
share which represented the market value of the shares on the date of
issuance).  Pursuant to the related agreement, as subsequently amended, the
Company was conditionally obligated to issue an additional 100,000 shares
of restricted common stock to the assignor of the technology once the
products associated with the BVM Bag technology were fully developed and
ready for manufacture and market.  The remaining 100,000 shares were issued
to the assignor of the technology during September 2004, valued at $0.45
per share, since it was determined that the products were fully developed
and ready for manufacuture and market.  In the event the Company is sold or
merged with another entity, the assignor shall receive an additional 50,000
shares of restricted common stock 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 3   RELATED PARTY TRANSACTIONS

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

         Balance, January 1, 2005                 $108,002
         Wage accruals                             306,000
         Repayments with common stock             (133,000)
         Repayments with cash                     (259,265)
                                                 ----------
         Balance, December 31, 2005               $ 21,737
                                                 ==========

                    EMERGENCY FILTRATION PRODUCTS, INC.
               Notes to the Financial Statements (continued)
               For the Years Ended December 31, 2005 and 2004

NOTE 4   STOCK OPTIONS

There were a total of 760,000 options for common shares outstanding at
January 1, 2004, all of which expired during that year, and none have been
granted since.

On September 15, 2004, the Company adopted the 2004 Stock Option and Award
Plan (the "Plan") under which options to acquire the Company=s common stock
or bonus stock may be granted from time to time to employees, including
officers and directors and/or subsidiaries.  In addition, at the discretion
of the board of directors or other administrator of the Plan, options to
acquire common stock or bonus stock may from time to time be granted under
the Plan to other individuals who contribute to the Company=s success or to
the success of the Company=s subsidiaries but who are not employees.  A
total of 2,500,000 shares of common stock may be subject to, or issued
pursuant to, options or stock awards granted (Note 5) under the terms of
the Plan.

NOTE 5   STOCK TRANSACTIONS FOR 2005 AND 2004

During the year ended December 31, 2005, the Company issued 4,292,300
shares of common stock through the exercise of common stock warrants at
prices ranging from $0.25 to $0.30 per share, for total proceeds of
$1,253,075.

On October 20, 2005, the Company issued 1,211,840 shares of common stock in
lieu of outstanding debt and other services rendered as follows:

         -  450,000 shares to the Company's President for past due wages
            totaling $30,000 and a bonus of $366,000.
         -  350,000 shares to the Company's Secretary/Treasurer for past
            due wages totaling $37,500 and a bonus of $270,500.
         -  100,000 shares to the Company's Chief Financial Officer for
            past due wages totaling $45,000 and a bonus of $43,000.
         -  75,000 shares to a related consultant for outstanding debt
            totaling $20,500 and other services rendered totaling $45,500.
            The consultant provides outside accounting, secretarial, and
            general managerial consulting services to the Company.
         -  50,000 shares to the Company's outside legal counsel for
            services rendered valued at $44,000.
         -  236,840 shares to the Company's directors for past board
            service totaling $90,000.

The Company issued 1,479,000 shares pursuant to the Plan during 2004 which
were recorded at the fair market value of the shares on the date of
issuance which was $0.45 per share for a total of $665,550.  Of this
amount, $26,000 and $552,550 was charged to compensation expense during the
years ended December 31, 2005 and 2004, respectively,  $45,000 was
capitalized as patent and acquired technology costs related to one of the
Company's developing products, and $42,000 remains as deferred compensation
as of December 31, 2005, to be charged to expense in a future period when
the services are provided.

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

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

In addition, during 2004, the Company issued 906,775 shares of common stock
through the exercise of common stock warrants at prices ranging from $0.25
to $0.50 per share, for total cash proceeds of $271,381.



                    EMERGENCY FILTRATION PRODUCTS, INC.
               Notes to the Financial Statements (continued)
               For the Years Ended December 31, 2005 and 2004

NOTE 5   STOCK TRANSACTIONS FOR 2005 AND 2004 (Continued)

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

NOTE 6   STOCK WARRANTS OUTSTANDING

On various occasions, the Company has granted warrants to purchase common
stock in conjunction with certain stock issuances for cash.  A summary of
the status of the Company's stock warrants as of December 31, 2005 and
2004, and changes during the years then ended, are presented below:

<Table
<Caption>
                                                   Weighted       Weighted
                                                    Average        Average
                                                   Exercise     Grant Date
                                    Warrants          Price     Fair Value
                                ------------     ----------   ------------
<S>                            <C>               <C>          <C>
Outstanding, January 1, 2004      1,940,325        $  0.30    $          -
Granted                           3,600,000           0.30               -
Exercised                          (906,775)          0.30               -
                                ------------     ----------   ------------
Outstanding, December 31, 2004    4,633,550           0.30               -
Exercised                        (4,292,300)          0.30               -
                                ------------     ----------   ------------
Outstanding, December 31, 2005       341,250       $  0.30    $          -
                                ============     ==========   ============
</Table>

Outstanding warrants at December 31, 2005 are as follows:

<Table>
<Caption>
Number of Warrants      Exercise Price Expiration Date
------------------      -------------- ---------------
<S>                     <C>            <C>
100,000                 $0.25          April 11, 2006
15,000                  $0.25          April 23, 2006
226,250                 $0.50          May 27, 2006
------------------

341,250
==================

</Table>


                    EMERGENCY FILTRATION PRODUCTS, INC.
               Notes to the Financial Statements (continued)
               For the Years Ended December 31, 2005 and 2004

NOTE 7   INCOME TAXES

At December 31, 2005, the Company had net operating loss carryforwards of
approximately $6,438,000 that may be offset against future taxable income.
These operating loss carryforwards expire in the years 2010 through 2025.
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:

<Table>
<Caption>

                                                       2005         2004
                                                   -----------  -----------
<S>                                                <C>          <C>
Income tax benefit at statutory rate               $  548,317   $  545,779
Differences in amortization of patent
  and acquired technology costs                       (20,173)     (19,408)
Depreciation and disposal of assets differences            75       (9,083)
Bad debts                                              (1,363)           -
Reversal of non-deductible accrual                     20,730            -
Non-deductible accruals                               (20,174)           -
Non-deductible expenses from common
  stock issued for services                          (337,280)    (129,965)
                                                   -----------  -----------
                                                      190,132      387,323
Change in valuation allowance                        (190,132)    (387,323)
                                                   -----------  -----------
                                                   $         -  $        -
                                                   ===========  ===========
</Table>

Deferred tax assets (liabilities) are comprised of the following at
December 31, 2005:

<Table>
<S>                                                <C>
Operating loss carryforwards                       $ 2,188,920
Less valuation allowance                           (2,188,920)
                                                   -----------
Net deferred tax assets                            $         -
                                                   ===========


</Table>