<PAGE> 1
               U.S. SECURITIES AND EXCHANGE COMMISSION
                        Washington D.C. 20549

                              FORM 10-KSB/A
                             AMENDMENT NO. 2

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

                  For the Fiscal Year Ended: December 31, 2002

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

              For the Transition Period From ________ to_________

                       Commission File No. 000-27421

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

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

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

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

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

Check whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing requirements for
the past 90 days. (1) Yes [X]  No [ ]  (2)  Yes [X]  No  [ ]

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.    [X]

As of March 21, 2003, there were 18,103,700 shares of the Registrant's Common
Stock, $.001 par value, outstanding.


<PAGE>
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State the Registrant's revenues for the December 31, 2002 fiscal year:
$260,215.

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 $3,213,232, based on the average bid and ask price of the
Registrant's stock on March 21, 2003 of $0.24 per share and 13,388,465 shares
held by non-affiliates.  The Registrant's common stock is traded on the NASDAQ
OTCBB under the symbol "EMFP".


                    DOCUMENTS INCORPORATED BY REFERENCE

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

NONE




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TABLE OF CONTENTS

                                                                 Page
                                                                 ----

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

Item 2.   Description of Property............................     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.....................    10

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

Item 10.  Executive Compensation..............................    21

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

Item 12.  Certain Relationships and
          Related Transactions................................    23

Item 13.  Exhibits and Reports on Form 8-K....................    26

Item 14.  Controls and Procedures ............................    27

Signatures....................................................    27



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PART I.

ITEM 1.  DESCRIPTION OF BUSINESS

General

Emergency Filtration Products, Inc. (the "Company") was organized under the
laws of the State of Nevada on November 1, 1991, under the name "Lead Creek
Unlimited".  Until February 9, 1996, the Company conducted no business.  The
Company filed with the Secretary of State of the State of Nevada a Certificate
of Amendment changing its name to "Emergency Filtration Products, Inc." on
March 8, 1996.

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
RespAide, a dual filtered rotary isolation valve for resuscitation.  In
consideration of the assignment of these rights, the Company agreed (i) to pay
Mr. Beplate a royalty of 5% of the Company's and any licensee's sales of the
RespAide(TM) and any components thereof, payable quarterly; (ii) to compensate
Douglas K. Beplate for consulting services at market value, for which Douglas
K. Beplate was to invoice the company monthly; and (iii) to deliver to Douglas
K. Beplate 19% of the issued and outstanding common stock of the Company as of
the date of the Agreement.  On June 18, 1996, once the notification that the
patent would be issued, Douglas K. Beplate executed the Assignment of
Invention assigning to the Company all rights to exploit the dual filtered
isolation valve technology.

The Company is a specialty filter products company that has developed a
state-of-the-art air filtration technology for removing infectious bacteria
and viruses in air flow systems. The Company is currently marketing or
developing the following:

- Respaide 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 are considered our flagship product. They currently
account for a significant amount of overall sales.  The patents for this
product are assigned to Emergency Filtration.

- Disposable Filters for BVMs. The same filter used in the RespAide product
described above is ideal for reducing the risk of exposure to airborne
pathogens (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.

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The Company has received FDA 510K approval for the filter as a Class II
medical device.  The filter was introduced in 1997 as a component of the
RespAide device and currently accounts for a significant amount of overall
sales.  The patents for the filter are assigned to the Company.

-  Superstat.  The Company markets Superstat, a hemostatic collagen that
provides rapid, safe, effective surgical hemostasis (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 (Emergency Filtration is the only authorized distributor
for military customers) to all military medical installations of the United
States and all other national governments not in conflict or subject to other
legal restrictions with the United States (See Manufacturing and Distribution
Agreements below).  The original distribution agreement was executed in
February 1998 and amended to add international territories in April 2001.  The
agreement automatically renews for one year periods unless terminated by
either party.  Superstat sales account for a significant amount of our overall
sales.

The Company currently holds military national stocking numbers for the
RespAide CPR isolation mask, the replacement filters and for Superstat. These
stocking numbers make the products acceptable for inventory in all four
branches of the military and the U.S. Coast Guard. These stocking numbers were
assigned to the Company after completing an acceptance process with the
Defense Medical Standardization Board and will remain valid for as long as
there is procurement activity associated with these numbers.  The Company
received and fulfilled orders from the U.S. Navy and the Defense Supply Center
Philadelphia for the products during 2002 and 2001.

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 Emergency Filtration.




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-  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 nebulizer (a
device that delivers medicine in aerosol form) and a bag with built-in CO(2)
monitoring capabilities. Patents have been granted for this product and the
Company has executed an agreement whereby it acquired the rights for
commercial exploitation of the patents. A working prototype is currently being
worked on although the completion date is currently unknown.  Upon completion
of a working prototype, the Company will determine the marketing plan for the
product.  The Company is currently negotiating manufacturing arrangements, the
outcome of which is also currently unknown.  An 510K application will likely
be filed with the FDA at a later date.  A product submitted to the FDA under a
510K application will be subject to an approval process that will last an
indeterminate amount of time and may or may not be approved.  The Company
plans to introduce ELVIS in the future.  ELVIS currently does not account for
any of our sales.

-  Personal Environmental Mask.  Another configuration of the Company's
technology is a personal environmental mask designed to address concerns of
biological contamination in a workplace or other environment. The mask
possesses a disposable filter using our technology and an enhanced matrix of
charged nanoparticles designed to protect the user from possible inhalation of
biological contaminants. The prototype and molds have been completed.  The
Company intends to initially market these masks in the Asian markets.  The
Company has recently entered into an agreement with a Taiwan based company for
the manufacture, distribution, marketing and sales of the environmental masks
in the Asian markets (See Manufacturing and Distribution Agreements below).
The Company will not seek FDA approval for this product at the present time.
The Company has, in addition, recently acquired the license to manufacture and
distribute these personal protection masks enhanced with nanoparticles. The
masks will be introduced in the future and currently do not account for any
sales.

Manufacturing and Distribution Agreements

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

The Superstat products are manufactured by Superstat Corporation, also an FDA
manufacturing facility, in Rancho Dominguez, CA, and drop shipped to the
Company's customers from that facility.  The Company has an exclusive
distribution agreement with Superstat Corporation whereby the Company has the
rights to distribute the Superstat product to all US military medical
installations and military medical installations of other national governments
not in conflict with US restrictions.  The Company pays Superstat Corporation
once the product is drop shipped to the final customer.


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The agreement, signed in January 1998 and amended in 2001 to add international
governments, was originally for one year, but has been renewed annually for
one year periods until terminated by either party.

The Company entered into a "Manufacturing and Distribution Services Agreement"
during April 2003 with a Taiwan based company (the "Contractor") whereby the
Contractor will manufacture, distribute, market and sell the Company's new
environmental mask to the Asian markets.  The Company will compensate the
Contractor based upon certain criteria as to whether or not the Contractor has
provided distribution services subsequent to the manufacture of the product.
The fees include a distribution fee of approximately 5% of the selling price,
a margin fee of approximately 42.5% of the applicable profit margin, and an
oversight fee of approximately 15% of the applicable profit margin to an
outside company for management and advisory services related to the
distribution of the product.  The Contractor will arrange for and oversee
inventory and storage of the masks following completion of manufacturing and
prior to shipment and will arrange for and oversee shipping and transport of
the masks to customers in the Asian markets.  The Contractor will also
identify customers in the Asian market and assist the Company in pursuing
those customers.  The Contractor will also invoice and receive payments from
any Asian customers and subsequently forward the collected funds to the
Company, less their applicable fees and costs.  Pursuant to the terms of the
agreement, the Company will recognize an approximate 40% profit margin on
environmental mask product sales in the Asian markets.  The agreement will
remain in effect unless terminated by either party.

To reach the market, the Company has entered into contractual arrangements
with a number of U.S. and international suppliers.  The agreements are
non-exclusive with no minimum order requirements with the exception of one
agreement which is for a configuration of an Automated External Defibrillator
(AED) Prep Kit which includes the RespAide device.  The agreement is exclusive
as the Company is prohibited from selling or reproducing the product itself or
through agents and the distributor is prohibited from reproducing the product
in any form.  The distributor is not expressly prohibited, however, from
selling competing products worldwide.  The agreement is for all territories
with no restrictions and automatically renews on a yearly basis unless
terminated by either party.  Termination provisions include insolvency,
material breach and failure to meet standards.  The agreement also requires
yearly orders of a minimum of 1,000 units equal to approximately $10,000.  The
total revenue generated from these agreements represents approximately 5-10%
of overall sales during 2001 and 2002.

As previously explained, the Company has also entered into an exclusive
distribution agreement with Superstat Corporation for the distribution of the
Superstat product and has just recently entered into a Manufacturing and
Distribution Agreement with a Taiwan based company for the distribution of the
personal environmental masks in the Asian markets (See Manufacturing and
Distribution Agreements above).





<PAGE>
<PAGE> 8

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

Competition
-----------

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

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

Impact of Inflation
-------------------
At this time, we do not anticipate that inflation will have a material impact
on our current or future operations.

Personnel
---------
The Company has 2 full time and 2 part time employees.  The Company has oral
agreements with Douglas K. Beplate, President, and Peter Clark,
Secretary/Treasurer, calling for salary payments of $96,000 per year, and
$72,000 per year, respectively.  The above salaries have been paid through
September 30, 2002 through the issuance of common stock.  The remaining
amounts are being accrued, and may be paid through the issuance of additional
stock or in cash if the Company has funds to pay the accrued amounts. Any
accrued amounts are non-interest bearing and subject to change only upon
approval by the Board of Directors.  All other employees are hourly and
at-will.

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


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Dependence on one of a few major customers
------------------------------------------

The majority (approximately 80-90% annually) of the Company's sales have been
to the U.S. military.  If the orders from the military were to decrease or
increase, it would have a material impact on the Company's operations.

Patents, trademarks, licenses, franchises, concessions, royalty agreements or
labor contracts.
-----------------------------------------------------------------------------

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

The Company's United States patents are as follows:

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

Emergency Filtration's international patents are as follows:

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


<PAGE>
<PAGE> 10

ITEM 2.  DESCRIPTION OF PROPERTIES

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


ITEM 3.  LEGAL PROCEEDINGS

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


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

We did not submit any matters submitted to a vote of our securities holders
during the quarter ended December 31, 2002.  It is our intention to schedule a
shareholders' meeting to transact any corporate business during the second
quarter or third quarter of 2003.


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

As of March 21, 2003, the Company had 189 shareholders of record of its common
stock.  The Company has not paid cash dividends on its common stock.  The
Company anticipates that for the foreseeable future any earnings will be
retained for use in its business, and no cash dividends will be paid on the
common stock.  Declaration of common stock dividends will remain within the
discretion of the Company's Board of Directors and will depend upon the
Company's growth, profitability, financial condition and other relevant
factors.

The Company's common stock is traded on the NASD'S OTC Bulletin Board (the
"OTCBB") under the symbol "EMFP".  The following table sets forth, for the
respective periods indicated, the prices of our 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.



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                                                   Bid Quotation
                                                   -------------
Fiscal Year 2002                          High Bid              Low Bid
----------------                          --------              -------
Quarter ended 12/31/02                    $ 0.41                $ 0.23
Quarter ended 9/30/02                     $ 0.43                $ 0.19
Quarter ended 6/30/02                     $ 0.44                $ 0.27
Quarter ended 3/31/02                     $ 0.55                $ 0.30

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

Fiscal Year 2000                          High Bid              Low Bid
----------------                          --------              -------
Quarter ended 12/30/00                    $ 0.75                $ 0.31
Quarter ended 9/30/00                     $ 1.13                $ 0.69
Quarter ended 6/30/00                     $ 1.75                $ 0.90
Quarter ended 3/31/00                     $ 1.63                $ 0.60

Trading of our common stock has been limited or sporadic.

During the quarter ended December 31, 2002, the Company issued 300,000 shares
of common stock to Sherman Lazrus, CEO, for services rendered valued at $0.37
per share or $111,000, and 100,000 shares of common stock to Raymond L. Yuan,
director, for services rendered valued at $0.28 per share or $28,000.  The
shares issued in the foregoing transactions 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.

The Securities and Exchange Commission adopted Rule 15g-9, which established
the definition of a "penny stock", for purposes relevant to the Company, as
any equity security that has a market price of less than $5.00 per share or
with an exercise price of less that $5.00 per share, subject to certain
exceptions.  For any transaction involving a penny stock, unless exempt, the
rules require:  (i) that a broker or dealer approve a person's account for
transactions in penny stocks; and (ii) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the identity
and quantity of the penny stock to be purchased.  In order to approve a
person's account for transactions in penny stocks, the broker or dealer must
(i) obtain financial information and investment experience and objectives of
the person; and (ii) make a reasonable determination that the transactions in
penny stocks are suitable for that person and that person has sufficient
knowledge and experience in financial matters to be capable of evaluating the
risks of transactions in penny stocks.  The broker or dealer must also
deliver, prior to any transaction in a penny stock, a disclosure schedule
prepared by the Commission relating to the penny stock market, which, in
highlight form, (i) sets forth the basis on which the broker or dealer made
the suitability determination; and (ii) that the broker or dealer received a
signed, written agreement from the investor prior to the transactions.



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<PAGE> 12

Disclosure also has to be made about the risks of investing in penny stocks in
both public offering and in secondary trading, and about commissions payable
to both the broker-dealer and the registered representative, current
quotations for the securities and the rights and remedies available to an
investor in cases of fraud in penny stock transactions.  Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny
stocks.

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

The Company does not have any equity compensation plans that have been
approved by the security holders.  However, the Company's Board of Directors
has granted nonqualified stock options to various consultants, employees,
officers and directors.  These options were not submitted to the Company's
stockholders for approval.

The following table summarizes information about equity awards that are
outstanding as of December 31, 2002:
<TABLE>
<CAPTION>
                         Number of Shares of                       Number of Shares of
                         Common stock to be       Weighted Avg        Common Stock
                         issued upon exercise    Exercise Price    Available for Future
                           Of Outstanding        Of Outstanding     Issuance (excluding
Plan Category                 Options*              Options         shares reflected in *)
-------------            --------------------    --------------    ----------------------
<S>                   <C>                     <C>               <C>
Equity compensation
Plans approved by
Security holders                   0                   n/a                   0

Equity compensation
plans not approved by
security holders              2,245,000               $0.64                  0
</TABLE>

The above outstanding options are described as follows:

Number of         Exercise          Expiration
Options            Price               Date
---------         ---------       -------------------
700,000           $0.75             January 3, 2003
35,000            $1.00             March 19, 2003
50,000            $0.75             April 25, 2003
700,000           $0.75             October 1, 2003
560,000           $0.53             January 8, 2004
200,000           $0.49             June 28, 2004

The Company's Board of Directors has the sole authority to determine the terms
of awards and other terms, conditions and restrictions of these non-plan
options.

Any shares issued these options shall be subject to resale restrictions as
shall be in force at the time of issuance of the shares, including sales
volume and timing of the sale.




<PAGE>
<PAGE> 13

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.

General
-------
Since the Company's inception, the Company has been involved in the
development of its technology.  During this time, revenues have not been
adequate to cover operating expenses. Without adequate revenues to offset
expenditures, the Company has reported a loss in each of its years of
existence.  To date, the Company has funded itself by way of a series of
private equity placements.  As of the end of fiscal 2002, the Company had
offset its accumulated deficit in this manner. The most valuable asset of the
Company is its intellectual property and technology.  The Company has acquired
the rights to certain intellectual property, which property includes title to
the patent on a component of an emergency CPR assistance device, called a
dual-filtered vapor isolation valve.  Rights pertaining thereto include the
right to maintain, sell and improve the device, and to license those rights.
Although the Company believes its technology to be very valuable in the real
sense, this value is not quantified as such on the Company's Balance Sheet.

It is the intent of management to create additional revenues through the
development and sales of its emergency respiration equipment and to rely upon
additional equity financing if required to sustain operations until revenues
are adequate to cover the costs.  Subsequent to December 31, 2002, management
has obtained additional equity financing through the issuance of common stock,
however, management can offer no assurance with respect to its ability to
create additional revenues or obtain additional equity financing.  See
SUBSEQUENT EVENTS below.

Results of Operations
---------------------
Year ended December 31, 2002 compared to year ended December 31, 2001
---------------------------------------------------------------------
Revenues:  During 2002, the Company reported revenues of $260,215.  This is a
decrease of approximately 44% over revenues of $461,216 for the year ended
December 31, 2001.  This decrease is primarily due to the decline in
government orders overall.  The beginning of 2001 showed a significant amount
of orders from the government that have since decreased overall, although
orders have begun to increase recently due to international conflicts in Iraq
and other areas in early 2003.  Revenues have been generated in part from the
sale of the emergency CPR assistance device ($98,130 and $294,119 for the
years ended December 31, 2002 and 2001, respectively) and the Company is now


<PAGE>
<PAGE> 14

focusing on a marketing-driven sales effort in order to increase revenues that
will ultimately cover total expenditures.  Additionally, the Company generated
revenues related to Superstat, for which the Company has exclusive
distribution rights to the U.S. government and military.  Revenues related to
Superstat were $162,085 and $167,097 for the years ended December 31, 2002 and
2001, respectively.  The Company recently secured exclusive distribution
rights to foreign governments and militaries for Superstat.  For the years
ended December 31, 2002 and 2001, the percentage of revenues derived from
sales to the government were 80% and 86%, respectively.  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 2002, the Company reported cost of sales of $167,760
compared to $301,935 during 2001.  This represents a decrease of approximately
44% which is consistent with the decrease in revenues for the same period.
Costs as a percentage of sales were 64% and 65% for the years ended December
31, 2002 and 2001, respectively. The Company expects costs as a percentage of
sales to be approximately 62% to 67% in the future unless significant changes
in the cost of materials occur. The significant components of Emergency
Filtration's cost of sales include actual product cost, including outsourced
manufacturing and packaging, freight and shipping, and royalties paid on
revenues generated.

Operating Expenses: General and administrative expenditures for the year ended
December 31, 2002 as compared to the year ended December 31, 2001 decreased to
$1,188,233 from $1,218,135, representing a slight decrease of approximately
2%.  This change is primarily due to the following: 1) During 2001, additional
expense of $311,607 was recorded from the granting of common stock options.
No options were granted during 2002, and 2) During the year ended December 31,
2001, the Company issued common stock for services rendered totaling $314,322.
During the year ended December 31, 2002, the Company issued common stock for
services rendered to various outside consultants totaling $670,441. The
Company does not expect to incur additional significant consulting expenses
through the issuance of common stock in the near future.  The significant
components of our operating expenses include salaries and wages, consulting
and other professional services, product and liability insurance and office
rent.

During the year ended December 31, 2001, the Company recorded expenses
associated with the granting of options of $311,607.  Included in that amount
was an expense of $161,390 for an option provided in an agreement the Company
entered into with Pacific Investors, Ltd., an unrelated investment firm, for
financial advising and placement agent services.  On October 24, 2001, the
Company executed a separate agreement in which the parties agreed to vacate
the original agreement.  In the terms of the new agreement, the option was
canceled and the Company agreed to issue to Pacific Investors, Ltd. 60,000
shares of the common stock of the Company as the remaining compensation due
for consulting services.  The remaining amount of $150,217 recorded in 2001
was additional expense as a result of options granted in 2000.







<PAGE>
<PAGE> 15


Research and development:  Research and development costs decreased from
$15,797 to $12,206 during the years ended December 31, 2001 and 2002,
respectively.  The Company expects research and development costs to increase
in the future as the Company has plans to pursue the development of additional
products during 2003. The research and development costs for testing,
validation and FDA filings for these potential new products are estimated to
range from $25,000 to $35,000 during the next twelve months.  An additional
$60,000 to $70,000 may also be required for the commission of molds for these
potential new products.  The significant components of our research and
development costs include prototype development and materials, governmental
filings and laboratory testing.

Depreciation and amortization expense: Depreciation and amortization expense
increased from $24,783 to $30,143 during the fiscal year ended December 31,
2001 and 2002, respectively. Cost of sales, general and administrative
expenses, and research and development cost captions do not include any
depreciation or amortization costs for each year presented.

Other Expense:  Interest expense decreased from $8,250 to $2,540 during the
years ended December 31, 2001 and 2002, respectively.  The Company's interest
expense is primarily due to the Company's financing of its liability
insurance.

Net loss.  The Company had a net loss of $1,140,667 in 2002 or $0.08 per share
based on a weighted average of 13,920,976 common shares outstanding, compared
to a net loss of $1,116,307 in 2001 or $0.10 per share based on a weighted
average of 10,748,364 common shares outstanding.

Liquidity and Capital Resources
-------------------------------
The Company currently is unable to generate sufficient cash from operations to
sustain its business efforts as well as to accommodate its growth plans.
Until it is able to generate sufficient cash flow, the Company will seek
capital funding through some combination of equity and debt financing.

Research and Development objectives during the next 12 months are:

1. The Company intends to bring additional products to market during the next
twelve months, including the breathing circuit filters, the ELVIS BVM bag, and
personal environmental masks as previously described.  The research and
developments costs associated with the ELVIS BVM device will be the most
significant.  The estimated expense for testing, validation and FDA filings
for ELVIS will be approximately $25,000.  The research and development costs
for the other products are expected to not exceed $10,000.

2. The commission of molds for the Company's new products will require
approximately $70,000 over the next twelve months.







<PAGE>
<PAGE> 16

These research and development costs are expected to be paid using the funds
raised during early 2003.

Due to the increased exposure and liability for public entities, the cost of
our liability insurance has increased substantially over the past several
years.  The Company's insurance policies cover general/product, directors and
officers, and employment practices liability.  Currently, the cost of this
insurance coverage is approximately $70,000 annually.  The Company does not
expect the cost to increase substantially, however, over the next few years.


During the year ended December 31, 2002, the Company issued 321,000 shares of
common stock pursuant to an S-8 Registration Statement, valued at $0.40 per
share (market value on date of issuance), for legal, outside accounting and
managerial consulting, and marketing services rendered totaling $55,500 and in
payment of related parties accounts payable totaling $72,900.  The related
parties accounts payable consisted primarily of accrued consulting fees.

Also during the year ended December 31, 2002, the Company issued an additional
5,019,275 shares of common stock valued at $0.20 per share (market value on
date of issuance), for legal and outside consulting services rendered, unpaid
directors fees, payment to officers of the Company for advances, unpaid wages
and royalties due, in lieu of outstanding debt owed to other outside
individuals and to cancel various common stock options outstanding.  713,200
of the shares issued were issued pursuant to an S-8 Registration Statement to
various consultants.  60,000 shares of common stock valued at $0.50 per share
were issued to a related party in lieu of outstanding debt totaling $30,000
during the year ended December 31, 2002.  An additional 400,000 shares were
issued during the year ended December 31, 2002 to related parties valued at
$0.37 and $0.28 per share, respectively, for services rendered totaling
$111,000 and $28,000 respectively.

At December 31, 2002, the Company had a working capital deficit of $346,082.
The Company had current assets of $146,325 consisting of cash and cash
equivalents of $21,424, inventory of $59,382, prepaid expenses and other of
$49,384 and accounts receivable of $16,135.  The Company's remaining assets
consist of property and equipment (net) totaling $42,799, patents, net of
accumulated amortization, totaling $74,480 and deposits of $3,462.  The
accounts receivable, net of the allowance for doubtful accounts of $8,500 at
December 31, 2002, are considered to be fully collectible.

Current liabilities consist mainly of operating accounts payable totaling
$153,231, as well as advances from related parties and accrued wages to
various officers and employees totaling $266,289.  Accrued expenses totaled
$30,615 and a note payable for the Company's liability insurance totaled
$42,272 at December 31, 2002.

Net cash used in operations was $3,516 for the year ended December 31, 2002.
Net cash used in operations was $224,942 for the year ended December 31, 2001.
Cash used by operating activities for the year ended December 31, 2001 was
funded primarily by the issuance of common stock for cash.

Net cash used in investing activities was $5,981 and $14,477 for the years
ended December 31, 2002 and 2001, respectively, due to the acquisition of
additional property and equipment needed for operations and additional
expenditures related to the Company's patents.

<PAGE>
<PAGE> 17

In 2002, cash from financing activities totaled $30,921 consisting of $56,500
in net advances from shareholders and other related parties, of which $25,579
was used as payments on the outstanding note payable.  In 2001, cash from
financing activities totaled $232,434, primarily from the issuance of common
stock for cash totaling $214,022, advances from shareholders totaling $36,400
and payments on the note payable totaling $17,988.

The Company has also incurred an accumulated deficit of $7,466,326 as of
December 31, 2002 resulting from the continued losses since inception.  The
report of our auditor for our most recent fiscal year ended December 31, 2002
contains a going concern modification as to our ability to continue operating.
During the current fiscal year 2003, the Company expects that it will be able
to continue measures that will (i) reduce unnecessary cash outflows, (ii)
increase revenues through our improved marketing effort; and (iii) raise
additional working capital, if necessary, through the issuance of our stock
for services and cash, or other equity or debt financing.

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

Product development efforts remain an important priority of the Company's
business plan, but their primary focus is on increasing its product sales.

SUBSEQUENT EVENTS
-----------------
Subsequent to December 31, 2002, the Company issued an additional 636,000
shares of common stock valued at $0.22 per share pursuant to an S-8
Registration Statement to various outside consultants and attorneys for
services rendered totaling $139,920.  In addition, in March 2003, the Company
entered into an Equity Placement Agreement with an unrelated firm to raise
approximately $500,000 through the issuance of common stock at $0.18 per
share.  Each investor is also to receive one three-year, non-callable warrant
for the purchase of an additional share of common stock exercisable at $0.25
per share for each dollar invested.  Through the date of this report, the
Company had received approximately $365,000 of the total proceeds.  Pursuant
to the Equity Placement Agreement, the Company is required to file a
registration statement registering the shares and warrants sold with the
Securities and Exchange Commission within thirty days of the receipt of
minimum proceeds of $300,000, an event which occurred March 26, 2003.


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

We have had no disagreements with our certified public accountants with
respect to accounting practices or procedures or financial disclosure.



<PAGE>
<PAGE> 18

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

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

Name                    Age         Position                    Held Since
----                    ---         --------                    ----------
Douglas K. Beplate      48          President, Director         July 2000

Peter Clark             51          Secretary, Treasurer        June 1997

Steve M. Hanni          35          Chief Financial Officer     November 2002

Frank Corsini           55          Director                    July 2002

Thomas Glenndahl        56          Director                    May 2002

Dr. Raymond C.L. Yuan   59          Director                    December 1997

Sherman Lazrus          69          Interim CEO, Chairman,      June 2001
                                    Director                    December 1998

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 Emergency Filtration
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 Emergency Filtration.  He is also an officer
of Emergency Filtration whose responsibilities include product design,
research and development, patent work and production.  Prior to his position
with Emergency Filtration, he was a consultant to various medical products
firms from 1993 to 1996 where he was involved in research and development, and
product design.  Mr. Beplate is also an experienced entrepreneur and business
manager.  He was Founder of Kinder tot, Inc. (1990-1993).  He has directed and
managed all aspects of a $10 million budget for a $100 million sporting goods
company, Udicso, d.b.a. Sunset (1980-1986) including advertising,
merchandising, promotions, markdowns, vendor relations and inventory control
of 50 stores in six states.

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


<PAGE>
<PAGE> 19

Steve M. Hanni, Chief Financial Officer, was appointed as the CFO on a
part-time basis during November 2002.  He has worked extensively with
Emergency Filtration over the past five years as an outside auditor or
financial consultant.  Mr. Hanni currently devotes approximately 25% of his
time with Emergency Filtration Products. 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 Emergency Filtration's outside auditor.  He received his BA from
Weber State University in 1993 and an MA in Accounting from Weber State
University in 1994.  He has worked extensively with small public companies in
numerous industries.

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

Thomas Glenndahl, Director, was appointed as a director in May 2002.  He was
born in Sweden in 1946 and educated in the US and Europe and resides in
Waterloo, Belgium and Tiburon, CA.  He graduated with a Masters degree of
Business Admin. in int'l marketing from Gothenburg School of Economics in
1970.  His professional experience includes:  Commercial Attache-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.

<PAGE>
<PAGE> 20

Anderson Fellow at Yale University in 1974.  Dr. Yuan also received a Master
of Business Administration degree from Stern School of Business
Administration, New York University in 1983.

Sherman Lazrus, Director, Interim CEO, was elected to the Board in December
1998, and appointed as Interim Chief Executive Officer in June 2001.  Mr.
Lazrus has nearly 40 years' experience in government and private sector health
care and health care finance.  Mr. Lazrus presently also serves as President
of American Medical Capital, a division of American Medical Enterprises, LLC
located in Bethesda, Maryland, a financial services and investment banking
company specializing in the healthcare industry, a position he has held since
1991.  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.

On March 20, 2002, the Company's Board of Directors held a special meeting.
At the meeting, the resignation of J. Thomas Burns from the Board of Directors
was accepted.

Also during 2002, the Company held certain board meeting and agreed to the
following:

1) The establishment of an Audit Committee with Mr. Raymond Yuan, Mr. Thomas
Glenndahl and Mr. Frank Corsini as the members;

2) The establishment of an Executive Committee with Mr. Sherman Lazrus, Mr.
Thomas Glenndahl and Mr. Doug Beplate as the members.


Now that an audit committee has been established, the tasks of the audit
committee will include, but not by way of limitation, the (i) review and
discussion of the audited financial statements with management, (ii)
discussions with the independent auditors the matters required to be discussed
by the Statement On Auditing Standards No. 61, as may be modified or
supplemented, and (iii) receipt from the auditors disclosures regarding the
auditors' Independence Standards Board Standard No. 1, as may be modified or
supplemented.

The officers and directors may be deemed parents and promoters of the Company
as those terms are defined by the Securities Act of 1933, as amended.  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.

The Company has checked the box provided on the cover page of this Form to
indicate that there is no disclosure in this form of reporting person
delinquencies in response to Item 405 of Regulation S-B.


<PAGE>
<PAGE> 21

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 $100,000
during such periods (as determined at December 31, 2002, the end of our last
completed fiscal year for which this report is being filed):
<TABLE>
<CAPTION>
                                                             Long Term Compensation
                                                             ----------------------
                     Annual Compensation                       Awards           Payouts
                                             Other     Restricted
Name and                                     Annual       Stock    Options  LTIP    All other
Principal Position  Year  Salary   Bonus($) Compensation  Awards    /SARs   Payout  Compensation
------------------  ----  -------  -------  ------------  ------   -------  ------  ------------
<S>              <C>    <C>      <C>      <C>           <C>      <C>      <C>     <C>
Sherman Lazrus      2002  $     0  $111,000(1)       0   $25,000(4)      0       0             0
Interim CEO         2001  $     0   $55,000(1)       0         0   100,000(6)    0             0
                    2000  $     0        0           0         0         0       0             0

Douglas Beplate     2002  $96,000(2)$34,300(3)       0   $25,000(5)      0       0             0
President           2001  $96,000(2)     0           0         0   600,000(7)    0             0
                    2000  $65,480(2)     0           0         0         0       0             0

(1) Mr. Lazrus has received compensation in the form of shares issued at $.55 per share in 2001
(100,000 shares valued at $55,000).  In 2002, Mr. Lazrus received compensation in the form of
300,000 shares issued at $0.37 per share totaling $111,000.

(2) In 2001, Mr. Beplate received $49,900 in cash and the balance was accrued. In 2002, Mr.
Beplate received $169,174 in the form of shares issued at $.20 per share representing accrued
salary from 2000, 2001, and through September 30, 2002.  Additional 2002 salary of $24,000 has
been accrued.

(3) In 2002, Mr. Beplate also received 171,500 shares issued at $.20 per share representing a
bonus totaling $34,300.

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

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

(6) In 2001, Mr. Lazrus received 100,000 options to purchase common stock exercisable at $0.49
per share until June 28, 2004.  These options were later canceled during 2002.

(7) In 2001, Mr. Beplate received 500,000 options to purchase common stock exercisable at $0.53
per share until January 8, 2004 and an additional 100,000 options to purchase common stock
exercisable at $0.49 per share until June 28, 2004.  All of these options were later canceled
during 2002.

</TABLE>

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


<PAGE>
<PAGE> 22

Compensation of Directors
-------------------------
During fiscal 2002, directors received an aggregate of 525,000 shares of stock
valued at $105,000 for board service as follows:

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

The Company does not have a standard agreement, however, with its directors
for annual director compensation in cash or shares.  Director compensation is
paid at the discretion of the Board of Directors on an annual basis.  In
addition, directors are reimbursed for expenses incurred in connection with
their services as directors.  The shares issued were not pursuant to a Stock
Plan, were approved by the Board of Directors, but were not voted on by the
shareholders.


<PAGE>
<PAGE> 23

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of March 21, 2003 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 18,103,700 shares of our Common Stock
issued and outstanding, and the name and shareholdings of each director and of
all officers and directors as a group.  Beneficial ownership numbers and
calculation of % of class assume the exercise of any outstanding options and
warrants and the concomitant increase in the number of outstanding shares.

Title of Class   Name and Address           Number of Shares   % of Class
--------------   ----------------           ----------------   ----------
Common           Douglas K. Beplate                1,951,711        10.78%
                 2254 Candlestick Avenue
                 Henderson, NV 89052

Securities Ownership of Officers and Directors
----------------------------------------------
Common           Douglas K. Beplate                1,951,711        10.78%
                 President, Director

Common           Peter Clark                       1,473,524         8.14%
                 Secretary/Treasurer

Common           Dr. Raymond C.L. Yuan               235,000         1.30%
                 Director

Common           Sherman Lazrus                      525,000         2.90%
                 CEO, Director

Common           Steve M. Hanni                      100,000         0.55%
                 Chief Financial Officer

Common           Frank Corsini                       100,000         0.55%
                 Director

Common           Thomas Glenndahl                    330,000         1.82%
                 Director

                 Total (7 persons)                 4,715,235        26.05%



ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following related party transaction occurred during the years ended
December 31, 2002 and 2001 which are required to be disclosed pursuant to Item
404 of Regulation S-B.

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

<PAGE>
<PAGE> 24

During the years ended December 31, 2001 and 2002, the Company received
periodic advances of $9,500 and $0, respectively, from Peter Clark,
Secretary/Treasurer, used for operating funds throughout the year.  These
amounts, totaling $9,500 at December 31, 2002, are non-interest bearing, due
on demand, unsecured, and have been accrued as related party payables at
December 31, 2002.   The Company has not entered into any formalized note
agreement relating to these advances.

Royalty Payments.
The Company entered into an agreement with Doug Beplate, President, during
1996 to acquire the rights to certain intellectual property, which property
includes title to the patent on a component of an emergency CPR assistance
device, called a dual filtered rotary isolation value.  The Company agreed to
pay a 5% royalty to Mr. Beplate on any sales related to the patented
intellectual property.  Royalty expense on this patent for the years ended
December 31, 2002 and 2001 was $4,907 and $14,862, respectively.  Mr. Beplate
received 89,223 shares of common stock on August 15, 2002 in payment of
accrued royalties from January 1, 2001 through September 30, 2002 totaling
$17,845.  The 89,223 shares of common stock issued to Mr. Beplate were valued
at $0.20 per share which equaled the market value of the shares on the date of
issuance.

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
2001 or 2002 under these variable stock options.  Under variable stock
options, the Company could incur additional compensation expense in the future
arising from the excess of the fair market value of the Company's stock over
the exercise price of the related options.  400,000 of the 600,000 modified
stock options were later cancelled during 2002.

Also during 2001, the Company granted 1,620,000 stock options, which vested
immediately to various employees, officers and directors of the Company, at an
exercise price of $.53 per share.  The weighted average grant date fair value
of these options was $0.21.

Canceled Stock Options.
The Company entered into Common Stock Option Recission Agreements on August
15, 2002 to cancel outstanding stock options for the following individuals:
- Douglas Beplate, President - 1,600,000 outstanding stock options exercisable
at prices rannging from $0.49 to $0.75 per share.
- Peter Clark, Secretary/Treasurer - 1,300,000 outstanding stock options
exercisable at prices ranging from $0.49 to $0.75 per share.
- Wendy Harper, Consultant - 660,000 outstanding stock options exercisable at
prices ranging from $0.53 to $0.75 per share.
- Raymond Yuan, Director - 200,000 outstanding stock options exercisable at
prices ranging from $0.49 to $0.75 per share.
- Sherman Lazrus, CEO - 100,000 outstanding stock options exercisable at $0.49
per share.

For the cancellation and rescission of the common stock options, a total of
100,000 shares of common stock were issued on August 15, 2002, valued at $0.20
per share (equal to the market price on the date of issuance) to the following
individuals:

<PAGE>
<PAGE> 25

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

Management of the Company determined that it was in the best interest of the
shareholders to cancel the outstanding stock options held by these various
related parties so as to not dilute the existing shareholders upon exercise of
the options as well as to eliminate any additional compensation expense in the
future arising from the excess of the fair market value of the Company's stock
over the exercise price of the related options.  In consideration for this,
the related parties agreed to accept a nominal amount of shares, valued at
$5,000 for each individual, since there was no readily determinable value of
the stock options, in lieu of the outstanding options.
Stock Issuances to Related Parties.
On August 15, 2002, 714,500 shares of common stock were issued to Doug
Beplate, President, valued at $0.20 per share (equal to the market price on
the date of issuance) in payment of $142,900 in advances made to the Company.

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

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

On August 15, 2002, 331,584 shares of common stock were issued pursuant to an
S-8 Registration Statement to Wendy Harper, outside consultant, valued at
$0.20 per share (equal to the market price on the date of issuance) in payment
of accrued consulting fees totaling $66,317.  Ms. Harper provides outside
accounting, secretarial, and general managerial consulting services to the
Company.

On September 30, 2001, 174,965 shares of common stock were issued to Wendy
Harper, valued at $0.45 per share (equal to the market price on the date of
issuance) in payment of accrued consulting fees totaling $79,592.

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

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

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

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


<PAGE>
<PAGE> 26

On September 25, 2001, 100,000 shares of common stock were issued to Sherman
Lazrus, interim CEO, valued at $0.55 per share (equal to the market value on
the date of issuance) in payment of services rendered in connection with being
CEO totaling $55,000.

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

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

Note Payable - Related Party.
At December 31, 1999, $135,000 was recorded by the Company, which represented
an amount claimed to be owed to a shareholder and former officer of the
Company for unpaid wages and reimbursements.  The shareholder also claimed
that he had legal rights to certain trademarks of the Company until he was
paid in full.  On June 2, 2000, the Company entered into a settlement
agreement and mutual release with the shareholder, settling on an amount of
$146,500.  The amount accrued interest at 10% per annum.  Principal and
interest were to be paid in monthly installments of $1,800 beginning on July
1, 2000 until paid.  However, the Company made only one monthly interest
payment under the agreement during 2000, and defaulted on the remaining
interest payments.  At December 31, 2000, the Company had $146,500 presented
as a related party note payable under this agreement.  In addition, accrued
interest under this agreement of $6,844 was included in accrued expenses at
December 31, 2000.  The Company executed a second settlement agreement and
mutual release on September 30, 2001 in which the shareholder accepted 235,000
shares of the common stock valued at $0.68 per share (equal to the market
price on the date of issuance) of the Company as payment in full.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

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

Title of Document                                                     Page
-----------------                                                     ----
Report of Independent Accountants                                       30
Balance Sheet as of December 31, 2002 (Restated)                        31
Statements of Operations for the years ended December 31,
 2002 and 2001 (Restated)                                               32
Statements of Stockholders' Equity (Deficit)(Restated)                  33
Statements of Cash Flows for the years ended December 31,
 2002 and 2001 (Restated)                                               34
Notes to the Restated Financial Statements                              36


<PAGE>
<PAGE> 27

 (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 10.03 - Amended Contract for Assignment of Rights to BVM Bag Invention

Exhibit 99.01 - CERTIFICATION OF CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS
ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002.

Exhibit 99.02 - CERTIFICATION OF CFO 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.

No reports Form 8-K were filed in the fourth quarter ended December 31, 2002.

ITEM 14. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures. Our Principal Executive
Officer and our Principal Financial Officer believe our disclosure controls
and procedures (as defined in Sections 13a-14(c) and 15d-14(c) of the
Securities Exchange Act of 1934, as amended) are adequate, based on our
evaluation of such disclosure controls and procedures on March 24, 2003.

(b) Changes in internal controls. There were no significant changes in our
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation.

                                  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.

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

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

Signature               Title                               Date
---------               -----                               ----
/S/Sherman Lazrus       Chairman, Chief Executive Officer   October 21, 2003

/S/Douglas K. Beplate   President, Director                 October 21, 2003

/S/Steve M. Hanni       Chief Financial Officer             October 21, 2003

/S/Raymond C.L. Yuan    Director                            October 21, 2003

/S/Thomas Glenndahl     Director                            October 21, 2003

/S/Frank Corsini        Director                            October 21, 2003


<PAGE>
<PAGE> 28
                          CERTIFICATIONS

I, Douglas Beplate, certify that:

1. I have reviewed this amended annual report on Form 10-KSB of Emergency
Filtration Products, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control;
and

6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: October 21, 2003     /S/ Douglas Beplate, Principal Executive Officer

<PAGE>
<PAGE> 29

                              CERTIFICATIONS

I, Steve M. Hanni, certify that:

1. I have reviewed this amended annual report on Form 10-KSB of Emergency
Filtration Products, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control;
and

6. The registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: October 21, 2003       /S/ Steve M. Hanni, Principal Financial Officer


<PAGE>
<PAGE> 30

REPORT OF INDEPENDENT ACCOUNTANTS

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

In our opinion, the accompanying balance sheet and the related statements of
operations, stockholders' equity (deficit) and cash flows, after the
restatement described in Note 1, present fairly, in all material respects, the
financial position of Emergency Filtrations Products, Inc. at December 31,
2002, and the results of its operations and its cash flows for each of the two
years in the period ended December 31, 2002 in conformity with accounting
principles generally accepted in the United States of America.  These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits.  We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 1 to the
financial statements, the Company has not generated revenues sufficient to
cover its operating costs, which raises substantial doubt about its ability to
continue as a going concern.  Management's plans in regard to these matters
are also described in Note 1.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/S/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Las Vegas, Nevada
March 17, 2003, except for Note 1: Correction of an Error, as to which the
date is October 20, 2003



<PAGE>
<PAGE> 31

EMERGENCY FILTRATION PRODUCTS, INC.
Balance Sheet
As of December 31, 2002
(Restated - See Notes 1 and 3)

                                     ASSETS
CURRENT ASSETS
 Cash and cash equivalents                                     $      21,424
 Accounts receivable, net                                             16,135
 Prepaid expenses and other                                           49,384
 Inventory                                                            59,382
                                                                 -----------
   Total Current Assets                                              146,325
                                                                 -----------
PROPERTY AND EQUIPMENT
 Molds                                                               112,850
 Furniture and office equipment                                       45,292
 Accumulated depreciation                                           (115,343)
                                                                 -----------
   Total Property and Equipment                                       42,799
                                                                 -----------
OTHER ASSETS
 Deposits                                                              3,462
 Patents, net                                                         74,480
                                                                 -----------
   Total Other Assets                                                 77,942
                                                                 -----------
TOTAL ASSETS                                                    $    267,066
                                                                 ===========
                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
 Accounts payable                                               $    153,231
 Accounts payable - related parties                                  266,289
 Accrued expenses                                                     30,615
 Note payable                                                         42,272
                                                                 -----------
   Total Current Liabilities                                         492,407
                                                                 -----------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)
 Common stock, par value $0.001 per share; authorized 50,000,000
  shares; 17,467,700 shares issued and outstanding                    17,468
 Additional paid-in capital                                        7,223,517
 Accumulated deficit                                              (7,466,326)
                                                                 -----------
   Total Stockholders' Equity (Deficit)                             (225,341)
                                                                 -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)            $    267,066
                                                                 ===========


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


<PAGE>
<PAGE> 32

EMERGENCY FILTRATION PRODUCTS, INC.
Statements of Operations
For the Years Ended December 31, 2002 and 2001
(Restated - See Notes 1 and 3)

                                                    2002           2001
                                                ------------   ------------
NET SALES                                      $     260,215  $     461,216
                                                ------------   ------------
EXPENSES
 Cost of sales                                       167,760        301,935
 Depreciation and amortization                        30,143         24,783
 Bad debt expense                                          -          8,623
 Research and development                             12,206         15,797
 General and administrative                        1,188,233      1,218,135
                                                ------------   ------------
   Total Expenses                                  1,398,342      1,569,273
                                                ------------   ------------
LOSS FROM OPERATIONS                              (1,138,127)    (1,108,057)
                                                ------------   ------------
OTHER INCOME (EXPENSE)
 Interest expense                                     (2,540)        (8,250)
                                                ------------   ------------
   Total Other Income (Expense)                       (2,540)        (8,250)
                                                ------------   ------------
NET LOSS                                       $  (1,140,667) $  (1,116,307)
                                                ============   ============
BASIC LOSS PER SHARE                           $       (0.08) $       (0.10)
                                                ============   ============
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                        13,920,976     10,748,364
                                                ============   ============










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



<PAGE>
<PAGE> 33

EMERGENCY FILTRATION PRODUCTS, INC.
Statements of Stockholders' Equity (Deficit)
For the Years Ended December 31, 2002 and 2001
(Restated - See Notes 1 and 3)
<TABLE>
<CAPTION>

                                                                        Additional
                                                   Common Stock           Paid-in     Accumulated
                                               Shares       Amount        Capital       Deficit        Total
                                            -----------   -----------   -----------   -----------   -----------
<S>                                      <C>           <C>           <C>           <C>           <C>
Balance, December 31, 2000                    9,567,758  $      9,568  $  4,931,054  $ (5,209,352) $   (268,730)

Common stock issued for cash, net of
 issuance costs                               1,291,202         1,291       212,731             -       214,022

Common stock issued for services at
 prices ranging from $0.43 to $0.77
 per share                                      573,465           573       313,749             -       314,322

Common stock issued in lieu of debt
 at $0.68 per share                             235,000           235       158,921             -       159,156

Additional expense recorded from the
 granting of options                                  -             -       311,607             -       311,607

Net loss for the year ended
 December 31, 2001                                    -             -             -    (1,116,307)   (1,116,307)
                                            -----------   -----------   -----------   -----------   -----------
Balance, December 31, 2001                   11,667,425        11,667     5,928,062    (6,325,659)     (385,930)

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

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

Net loss for the year ended
 December 31, 2002                                    -             -             -    (1,140,667)   (1,140,667)
                                            -----------   -----------   -----------   -----------   -----------
Balance, December 31, 2002                   17,467,700  $     17,468  $  7,223,517  $ (7,466,326) $   (225,341)
                                            ===========   ===========   ===========   ===========   ===========
</TABLE>

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



<PAGE>
<PAGE> 34

EMERGENCY FILTRATION PRODUCTS, INC.
Statements of Cash Flows
For the Years Ended December 31, 2002 and 2001
(Restated - See Notes 1 and 3)

                                                     2002           2001
                                                 ------------   ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                        $  (1,140,667) $  (1,116,307)
Adjustments to reconcile net loss to net cash
 (used in) operating activities:
 Depreciation and amortization                         30,143         24,783
 Bad debts                                                  -          8,623
 Common stock issued for services                     650,441        267,229
 Expense from options granted                               -        311,607
Changes in operating assets and liabilities:
 Accounts receivable                                   (7,253)        50,457
 Prepaid expenses and other                            66,830         (4,758)
 Inventory                                             20,580          4,432
 Deposits                                                 679              -
 Accounts payable and accounts payable -
  related parties                                     375,740        214,171
 Accrued expenses                                          (9)        14,821
                                                 ------------   ------------
   Net Cash (Used in) Operating Activities             (3,516)      (224,942)
                                                 ------------   ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment                  (2,289)       (12,214)
Patent costs                                           (3,692)        (2,263)
                                                 ------------   ------------
   Net Cash (Used in) Investing Activities             (5,981)       (14,477)
                                                 ------------   ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of stock                             -        214,022
Advances from shareholders                            118,000         36,400
Repayments of advances from shareholders              (61,500)             -
Payments on notes payable                             (25,579)       (17,988)
                                                 ------------   ------------
   Net Cash Provided by Financing Activities           30,921        232,434
                                                 ------------   ------------
NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                                    21,424         (6,985)

CASH AND CASH EQUIVALENTS AT BEG OF PERIOD                  -          6,985
                                                 ------------   ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD      $      21,424  $           -
                                                 ============   ============





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



<PAGE>
<PAGE> 35

EMERGENCY FILTRATION PRODUCTS, INC.
Statements of Cash Flows (Continued)
For the Years Ended December 31, 2002 and 2001

                                                     2002           2001
                                                 ------------   ------------
SUPPLEMENTAL CASH FLOW INFORMATION

Cash Payments For:
 Interest                                       $       2,540  $      15,114

Non-Cash Investing and Financing Activities
 Common stock issued for services               $     650,441  $     267,229

 Common stock issued for deferred costs         $           -  $      42,093

 Common stock issued for accounts payable       $      30,000  $       5,000

 Common stock issued for patent costs           $      20,000  $           -

 Note payable issued for deferred costs         $      65,845  $      20,412

 Common stock issued for accounts payable
  - related parties and accrued expenses        $     600,815  $     159,156













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




<PAGE>
<PAGE> 36

EMERGENCY FILTRATION PRODUCTS, INC.
Notes to the Restated Financial Statements
For the Years Ended December 31, 2002 and 2001

NOTE 1 - ORGANIZATION, GOING CONCERN AND CORRECTION OF AN ERROR

Organization

Emergency Filtration Products, Inc. (the "Company") was incorporated in the
State of Nevada on November 1, 1991 as Lead Creek Unlimited.  In March 1996,
pursuant to a Plan of Reorganization, the Company changed its name to
Emergency Filtration Products, Inc.

Between November 1, 1991 and February 9, 1996, the Company had no line of
business.  As of the latter date, the Company entered into an agreement to
acquire title to a technology in the emergency respiration equipment field.
The Company is currently engaged in the development, production and sale of
this equipment.

Going Concern

The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business.  The Company has incurred significant losses, which have resulted in
an accumulated deficit of $7,466,326 at December 31, 2002, which raises
substantial doubt about the Company's ability to continue as a going concern.
The accompanying financial statements do not include any adjustments relating
to the recoverability and classification of asset carrying amounts or the
amount and classification of liabilities that might result from the outcome of
this uncertainty.  It is the intent of management to create additional
revenues through the development and sales of its emergency respiration
equipment and to rely upon additional equity financing if required to sustain
operations until revenues are adequate to cover the costs.  Management
obtained additional equity financing subsequent to December 31, 2002 of
approximately $365,000 through the issuance of additional shares of common
stock (See Note 9).  Management can offer no assurance with respect to its
ability to create additional revenues or obtain additional equity financing.


Correction of an Error

Subsequent to the original issuance of the December 31, 2002 financial
statements, management of the Company discovered an error regarding the
initial recording of certain patent rights acquired during June 2000.  This
resulted in the overstatement of capitalized patent costs in the amount of
$83,333 and the overstatement of related party accounts payable in the amount
of $100,000 at December 31, 2002.  The error also resulted in the
overstatement of the net loss resulting from overstated amortization on the
patent costs for the years ended December 31, 2002 and 2001 totaling $6,667
and $6,667, respectively.  Consequently, the restated total stockholders'
deficit at December 31, 2002 was $225,341 compared with the previously
reported stockholders' deficit of $242,008.



<PAGE>
<PAGE> 37

EMERGENCY FILTRATION PRODUCTS, INC.
Notes to the Restated Financial Statements
For the Years Ended December 31, 2002 and 2001

NOTE 1 - ORGANIZATION, GOING CONCERN AND CORRECTION OF AN ERROR

Correction of an Error (Continued)

As discussed in Note 3 to the Restated Financial Statements, on June 28, 2000
the Company entered into a written agreement whereby the Company was assigned
the rights to a new portable emergency safety resuscitator (the "BVM Bag").
The written agreement provided that the assignor was to receive 120,000 shares
of common stock as consideration for the rights to the technology.  Based upon
the written agreement at the time, the Company recorded this transaction at a
$120,000 value (120,000 shares at the market value on the date of issuance of
$1.00 per share), resulting in $120,000 of capitalized patent costs, a
$100,000 liability for the unissued 100,000 shares and $20,000 in equity.

Subsequent to the issuance of the December 31, 2002 financial statements,
management of the Company discovered that a verbal agreement had been entered
into between the Company and the assignor shortly after the original agreement
was executed.  This verbal agreement has not previously been reflected in the
Company's financial statements.  The Company did not issue any of the shares
under the written agreement upon execution of the written agreement.  Prior to
the issuance of any shares under the written agreement, the Company determined
that the technology underlying the patent was not fully developed, able to be
manufactured or marketed.  At this time, the verbal agreement was entered into
between the two parties.

This verbal agreement was made effective retroactive to the date of the
original written agreement.  The verbal agreement reduced the number of shares
to be issued upon the assignment of the patented technology to 20,000 shares
with the remaining 100,000 shares to be issued to the assignor only upon the
successful completion of a BVM Bag technology product that was fully developed
and ready for market.  Both the Company and the assignor have performed under
the guidelines of the verbal agreement since its inception.  The verbal
agreement has now been executed in writing by both parties during September
2003 with an effective date of June 28, 2000.

Accordingly, the Company has restated the financial statements to properly
record the transaction as the issuance of only 20,000 shares of common stock
rather than the original 120,000 shares of common stock thus reducing the
capitalized patent costs by $100,000 with a corresponding reduction in a
$100,000 liability.  The remaining issuance of 100,000 shares represents a
contingent share issuance for which the performance objective has not been
satisfied; accordingly, the equity fair value recorded to date for this
contingent share issuance is $0.  Management has determined that such
contingency will not be satisfied until the successful completion of the BVM
Bag products.






<PAGE>
<PAGE> 38

EMERGENCY FILTRATION PRODUCTS, INC.
Notes to the Restated Financial Statements
For the Years Ended December 31, 2002 and 2001

NOTE 1 - ORGANIZATION, GOING CONCERN AND CORRECTION OF AN ERROR

Correction of an Error (Continued)

In addition, the financial statements have been restated to reverse
amortization that had been recorded subsequent to June 28, 2000 related to the
$100,000 capitalized patent costs previously recorded.  The effect to the
financial statements is as follows:

Balance Sheet as of December 31, 2002
                                                As
                                    As          Previously  Net
                                    Restated    Recorded    Change

Capitalized patent costs, net       $74,480     $157,813    $(83,333)
Total assets                        $267,066    $350,399    $(83,333)
Accounts payable - related parties  $266,289    $366,289    $(100,000)
Accumulated deficit                 $(7,466,326)$(7,482,993)$16,667
Total stockholders' deficit         $(225,341)  $(242,008)  $16,667

Statement of Operations for the year ended December 31, 2002

                                                As
                                    As          Previously  Net
                                    Restated    Recorded    Change

Depreciation and amortization       $30,143     $36,810     $(6,667)
Net loss                            $(1,140,667)$(1,147,334)$(6,667)
Basic loss per share                $(0.08)     $(0.08)     $ 0.00

Statement of Operations for the year ended December 31, 2001

                                                As
                                    As          Previously  Net
                                    Restated    Recorded    Change

Depreciation and amortization       $24,783     $31,450     $(6,667)
Net loss                            $(1,116,307)$(1,122,974)$(6,667)
Basic loss per share                $(0.10)     $(0.10)     $ 0.00



<PAGE>
<PAGE> 39

EMERGENCY FILTRATION PRODUCTS, INC.
Notes to the Restated Financial Statements
For the Years Ended December 31, 2002 and 2001

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

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

Accounts Receivable

The Company does not hold collateral to secure payment of its accounts
receivable resulting from sales.  Management performs ongoing credit
evaluations of its customers and provides allowances as deemed necessary.
Accounts receivable are shown net of an allowance for doubtful accounts of
$8,500 at December 31, 2002.

Provision for Taxes

At December 31, 2002, the Company had net operating loss carryforwards for
federal income tax purposes of approximately $4,431,000 that may be offset
against future taxable income.  These operating loss carryforwards expire in
the years 2009 through 2022.  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.

In addition, the Company is incorporated in the State of Nevada, which has no
corporate state income tax.  Accordingly, no provision for state income tax
expense or benefit has been recorded in these financial statements.

The income tax benefit differs from the amount computed at federal statutory
rates of approximately 38% as follows:
                                                  For the Years Ended
                                                       December 31,
                                                    2002         2001
                                                -----------   -----------
Income tax benefit at statutory rate            $   433,453   $   424,197
Adjustment for common stock issued for services    (254,768)     (119,442)
Adjustment for expenses recorded from granting
  of options                                              _      (118,411)
                                                -----------   -----------
                                                    178,685       186,344
                                                -----------   -----------
Change in valuation allowance                      (178,685)     (186,344)
                                                -----------   -----------
                                                $         _   $         _
                                                ===========   ===========








<PAGE>
<PAGE> 40

EMERGENCY FILTRATION PRODUCTS, INC.
Notes to the Restated Financial Statements
For the Years Ended December 31, 2002 and 2001

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Provision for Taxes (Continued)

Deferred tax assets (liabilities) are comprised of the following at December
31, 2002:


Operating loss carryforwards                    $1,684,000
Less: valuation allowance                       (1,684,000)
                                                ----------
Net deferred tax assets                         $        -_
                                                ==========

Due to the change in ownership provisions of the Tax Reform Act of 1986, net
operating loss carryforwards for Federal income tax reporting purposes are
subject to annual limitations.  Should a change in ownership occur, net
operating loss carryforwards may be limited as to use in future years.

Property and Equipment

Property and equipment are stated at cost.  Expenditures for small tools,
ordinary maintenance and repairs are charged to operations as incurred.  Major
additions and improvements are capitalized.  Depreciation is computed using
the straight-line and accelerated methods over estimated useful lives as
follows:
Molds                                7 years
Furniture and office equipment       5 to 7 years

Depreciation expense for the years ended December 31, 2002 and 2001 was
$25,397 and $20,530, respectively.

Inventory

Raw materials and finished goods are stated at the lower of cost (computed on
a first-in, first-out basis) or market.   The inventory at December 31, 2002
consists of raw materials used in the assembly and production of the emergency
respiration equipment.  The cost of finished goods include raw materials and
direct labor.

Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.



<PAGE>
<PAGE> 41

EMERGENCY FILTRATION PRODUCTS, INC.
Notes to the Restated Financial Statements
For the Years Ended December 31, 2002 and 2001

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Basic Loss Per Share

The computation of basic 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 2,245,000 stock
options at December 31, 2002 and 6,905,000 stock options at December 31, 2001,
have not been included in the calculation as their effect is antidilutive for
the periods presented.  Basic loss per share is computed as follows:
                                                  For the Years Ended
                                                       December 31,
                                                    2002         2001
                                                -----------   -----------
Net loss                                        $(1,140,667)  $(1,116,307)
                                                ===========   ===========
Weighted average shares outstanding              13,920,976    10,748,364
                                                ===========   ===========
Loss per share, basic and dilutive              $     (0.08)  $     (0.10)
                                                ===========   ===========

Recent Accounting Pronouncements

In April 2002, the Financial Accounting Standards Board issued Statement No.
145 ("SFAS 145"), "Rescission of FASB Statements Nos. 4, 44, and 64 and
Amendment of FASB Statement No. 13."  SFAS 145 addresses the presentation for
losses on early retirements of debt in the statement of operations.  The
Company has adopted SFAS 145 and will not present losses on early retirements
of debt as an extraordinary item.

In June 2002, the Financial Accounting Standards Board issued Statement No.
146 ("SFAS 146"), "Accounting for Costs Associated with Exit or Disposal
Activities."  The provisions of SFAS 146 become effective for exit or disposal
activities commenced subsequent to December 31, 2002.

In December 2002, the Financial Accounting Standards Board issued Statement
No. 148 ("SFAS 148"), "Accounting for Stock_Based Compensation".  The
provisions of SFAS 148 became effective December 15, 2002.

The adoption of SFAS 146 and SFAS 148 had no impact on the Company's financial
position, results of operations or cash flows.

In November 2002, the Financial Accounting Standards Board issued FASB
Interpretation No. 45 ("FIN 45"), "Guarantor's Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of
Others."  This interpretation elaborates on the disclosures to be made by a
guarantor in its interim and annual financial statements about its obligations
under certain guarantees that it has issued.  It also clarifies (for
guarantees issued after January 1, 2003) that a guarantor is required to
recognize, at the inception of a guarantee, a liability for the fair value of

<PAGE>
<PAGE> 42

EMERGENCY FILTRATION PRODUCTS, INC.
Notes to the Restated Financial Statements
For the Years Ended December 31, 2002 and 2001

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements (Continued)

the obligations undertaken in issuing the guarantee.  At December 31, 2002,
the Company does not have any outstanding guarantees and accordingly does not
expect the adoption of FIN 45 to have any impact on its financial position,
results of operations, or cash flows.

In January 2003, the Financial Accounting Standards Board issued FASB
Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest
Entities."  This interpretation addresses the requirements for business
enterprises to consolidate related entities in which they are determined to be
the primary economic beneficiary as a result of their variable economic
interests.  The interpretation is intended to provide guidance in judging
multiple economic interests in an entity and in determining the primary
beneficiary.  The interpretation outlines disclosure requirements for VIEs
created after January 31, 2003.  The Company has reviewed its major
relationships and its overall economic interests with other companies
consisting of related parties and other suppliers to determine the extent of
its variable economic interest in theses parties.  The review has not resulted
in a determination that it would be judged to be the primary beneficiary in
any material relationships, or that any material entities would be judged to
be Variable Interest Entities of the Company.

Advertising

Advertising is expensed as incurred.

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 the Respaide products and for Superstat when the product is
shipped and title passes to the buyer.

Equity Securities

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

Stock Options

The Company accounts for stock-based employee compensation arrangements in
accordance with provisions of Accounting Principles Board Opinion ("APB") No.
25, "Accounting for Stock Issued to Employees," and FASB Interpretation
("FIN") No. 44, "Accounting for Certain Transactions Involving Stock_based
Compensation, an Interpretation of APB No. 25" and complies with the
disclosure provisions of SFAS No. 123, "Accounting for Stock_Based
Compensation."

<PAGE>
<PAGE> 43

EMERGENCY FILTRATION PRODUCTS, INC.
Notes to the Restated Financial Statements
For the Years Ended December 31, 2002 and 2001

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Stock Options (Continued)

Under APB No. 25, compensation expense is based on the difference, if any, on
the date of grant between fair value of the Company's stock and the exercise
price. The Company accounts for stock issued to non-employees in accordance
with the provisions of SFAS No. 123 and the Emerging Issues Task Force
("EITF") Issue No. 96-18.

SFAS No. 123 requires the Company to provide proforma information regarding
net income (loss) and net income (loss) per share as if compensation costs for
the Company's stock option plans and other stock awards had been determined in
accordance with the fair value based method prescribed in SFAS No. 123.  The
Company estimates the fair value of each stock award at the grant date by
using the Black-Scholes options pricing model. There were no options granted
during the year ended December 31, 2002.  The fair value of each option
granted during the year ended December 31, 2001 was estimated using the Black
Scholes options pricing model with the following assumptions:

Risk free interest rate            5.06%
Expected life of option            3 years
Expected volatility                171%
Dividends                          None

Under the accounting provisions of SFAS No. 123, the Company's net loss for
the years ended December 31, 2002 and 2001 would have changed from the
reported net loss as follows:
                                            2002         2001
                                        -----------   -----------
Net loss:
As reported                             $(1,140,667)  $(1,116,307)
Less: total stock-based compensation
 expense determined using the
 Black-Scholes options pricing model
 for all awards, net of tax
 related effects.                                 -      (659,446)
                                        -----------   -----------
Pro forma                               $(1,140,667)  $(1,775,753)
                                        ===========   ===========
Weighted average loss per share:
As reported                             $     (0.08)  $     (0.10)
Pro forma                                     (0.08)        (0.17)









<PAGE>
<PAGE> 44

EMERGENCY FILTRATION PRODUCTS, INC.
Notes to the Restated Financial Statements
For the Years Ended December 31, 2002 and 2001

NOTE 3 - PATENT

The Company entered into an agreement to acquire the rights to certain
intellectual property, which property includes title to the patent on a
component of an emergency CPR assistance device, called a dual filtered rotary
isolation valve.  Rights pertaining thereto include the right to maintain,
sell and improve the device, and to license those rights.  The Company has
agreed to pay a 5% royalty on any sales related to the patented intellectual
property.  Royalty expense on this patent for the years ended December 31,
2002 and 2001 was $4,907 and $14,862, respectively.  Additional costs related
to the patent were capitalized during the years ended December 31, 2002 and
2001, which consisted of legal and filing fees incurred to maintain the patent
throughout the world.

Amortization is computed over an estimated life of 15 years.  Impairment of
the patent is analyzed annually.  The patent was published by the U.S. Patent
Office on November 15, 1996; the U.S. Patent number is 5,575,279.

On June 28, 2000, the Company entered into a Contract for Assignment of the
rights to a BVM Bag invention.  The BVM Bag is a portable emergency safety
resuscitator, subject to U.S. Patent number 6,062,217.  The Company acquired
the rights, title and interest in the BVM Bag for the issuance of 20,000
shares of restricted common stock valued at $20,000 (or $1.00 per share which
represented the market value of the shares on the date of issuance)(See also
Note 1 - Correction of an Error).

Furthermore, pursuant to the agreement and a subsequent amended agreement as
described in Note 1, the Company would 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 issuance of the 100,000 shares
represents a contingent share issuance for which the contingency has not been
satisfied.  Accordingly, the Company will record the issuance of the remaining
100,000 shares only upon the successful final development, manufacture and
marketing of commercial products utilizing the BVM Bag technology.

In the event the Company is sold or merged with another entity, the seller
shall receive an additional 50,000 share of restricted shares or participate
as a member of the negotiating team concerning the sale or merger for the
purpose of negotiating a royalty on the Patent that shall not be less than
2.5% of gross sales of the patented product.

Patent costs at December 31, 2002 are as follows:

Capitalized costs                           $     90,844
Accumulated amortization                         (16,364)
                                            ------------
Net patent costs                            $     74,480
                                            ============


<PAGE>
<PAGE> 45

EMERGENCY FILTRATION PRODUCTS, INC.
Notes to the Restated Financial Statements
For the Years Ended December 31, 2002 and 2001

NOTE 3 - PATENT (Continued)

Amortization expense for the years ended December 31, 2002 and 2001 was $4,746
and $4,253, respectively.

NOTE 4 - RELATED PARTY TRANSACTIONS

Accounts Payable - Related Parties

Accounts payable _ related parties is comprised of the following at December
31, 2002:

Advances from shareholders, employees, and officers and
  accrued wages and expense reimbursements due to various
  officers and employees. Amounts are non-interest bearing,
  unsecured and due on demand.                                $    266,289

Note Payable - Related Party

At December 31, 1999, $135,000 was recorded by the Company, which represented
an amount claimed to be owed to a shareholder and former officer of the
Company for unpaid wages and reimbursements.  The shareholder also claimed
that he had legal rights to certain trademarks of the Company until he was
paid in full.  On June 2, 2000, the Company entered into a settlement
agreement and mutual release with the shareholder, settling on an amount of
$146,500.  The amount accrued interest at 10% per annum.  Principal and
interest were to be paid in monthly installments of $1,800 beginning on July
1, 2000 until paid.  However, the Company made only one monthly interest
payment under the agreement during 2000, and defaulted on the remaining
interest payments.  At December 31, 2000, the Company had $146,500 presented
as a related party note payable under this agreement.  In addition, accrued
interest under this agreement of $6,844 was included in accrued expenses at
December 31, 2000.  The Company executed a second settlement agreement and
mutual release on September 30, 2001 in which the shareholder accepted 235,000
shares of the common stock of the Company as payment in full.

NOTE 5 - NOTE PAYABLE

A note was signed by the Company to an insurance company for product liability
insurance for a one year period from October 2002 to October 2003.  The
remaining amount due at December 31, 2002 was $42,272.









<PAGE>
<PAGE> 46

EMERGENCY FILTRATION PRODUCTS, INC.
Notes to the Restated Financial Statements
For the Years Ended December 31, 2002 and 2001

NOTE 6 - COMMITMENTS AND CONTINGENCIES

The Company is occasionally subject to certain claims and lawsuits arising in
the normal course of business.  The Company is not subject currently, however,
to any pending legal proceedings.  In the opinion of management, uninsured
losses, if any, resulting from the ultimate resolution of any outstanding
claims will not have a material effect on the Company's financial position,
results of operations, or cash flows.

The Company entered into a new lease agreement for its office and warehouse
facilities on June 1, 2002 and is effective through May 31, 2005.  Future
minimum lease payment under this operating lease are as follows:

Years Ending December 31,
------------------------
        2003                        $    37,161
        2004                             46,703
        2005                             19,795
                                    -----------
             Total                  $   103,659
                                    ===========

Rent expense was $42,782 and $65,127 for the years ended December 31, 2002 and
2001, respectively.

NOTE 7 - STOCK OPTIONS

A summary of the status of the Company's stock options as of December 31, 2002
and 2001, and changes during the years then ending, are presented below:

                                                    Weighted   Weighted Avg
                                                     Average     Grant Date
                                      Options      Exer. Price   Fair Value
                                     -----------   -----------   -----------
Outstanding, December 31, 2000         7,750,000   $      0.89   $         -
Granted                                1,948,424          0.44          0.26
Expired/Canceled                      (2,793,424)         0.66             -
                                     -----------   -----------   -----------

Outstanding, December 31, 2001         6,905,000          0.83             -
Expired/Canceled                      (4,660,000)         0.92             -
                                     -----------   -----------   -----------
Outstanding, December 31, 2002         2,245,000   $      0.64   $         -
                                     ===========   ===========   ===========








<PAGE>
<PAGE> 47

EMERGENCY FILTRATION PRODUCTS, INC.
Notes to the Restated Financial Statements
For the Years Ended December 31, 2002 and 2001

NOTE 7 - STOCK OPTIONS (Continued)

During the year ended December 31, 2002:

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

During the year ended December 31, 2001:

* The Company granted 328,424 options at an exercise price of $0.01 per share
to an unrelated party under a professional services agreement in February
2001.  The options vested immediately and a charge to expense of $161,390 was
included in general and administrative expenses for 2001, representing the
fair value of the options on the date of grant.  The weighted average grant
date fair value of these options was $0.49.  The related professional services
agreement was terminated during October 2001 and the options cancelled.

* 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 will
be accounted for as variable stock options from the date of the modification.
The Company did not incur any compensation expense during 2001 or 2002 under
these variable stock options.  Under variable stock options, the Company could
incur additional compensation expense in the future arising from the excess of
the fair 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 canceled
during 2002.

* The Company granted 1,620,000 stock options, which vested immediately to
various employees, officers and directors of the Company, at an exercise price
of $.53 per share.  The weighted average grant date fair value of these
options was $0.21.

* No options were exercised.












<PAGE>
<PAGE> 48

EMERGENCY FILTRATION PRODUCTS, INC.
Notes to the Restated Financial Statements
For the Years Ended December 31, 2002 and 2001

NOTE 7 - STOCK OPTIONS (Continued)

The total amount of outstanding stock options at December 31, 2002 is
summarized as follows:

                     Number            Weighted Avg
   Range of     Outstanding as of  Remaining Contractual   Weight  Avg
Exercise Price  December 31, 2002      Life (Years)       Exercise Price
  -----------     ------------         -----------         -----------
  $0.49_$0.53        760,000               1.14               $0.52
  $0.75-$1.00      1,485,000               0.38               $0.76
                  ------------
  $0.49-$1.00      2,245,000               0.64               $0.68
                  ============

Additional expense of $311,607 was recorded during the year ended December 31,
2001 arising from options granted to non-employees.

NOTE 8 - STOCK TRANSACTIONS

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

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

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

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

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

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

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

* 713,200 shares of common stock were issued to various consultants pursuant
to an S-8 Registration Statement valued at $0.20 per share (equal to the

<PAGE>
<PAGE> 49

EMERGENCY FILTRATION PRODUCTS, INC.
Notes to the Restated Financial Statements
For the Years Ended December 31, 2002 and 2001

NOTE 8 - STOCK TRANSACTIONS (Continued)

market value on the date of issuance) for services rendered totaling $142,640.

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

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

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

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

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

NOTE 9 - SUBSEQUENT EVENTS

Subsequent to December 31, 2002, the following significant events occurred:

1) The Company issued 636,000 shares of common stock to various outside
consultants and attorneys pursuant to a Registration Statement on Form S-8
valued at $0.22 per share for services rendered totaling $139,920.

2) The Company entered into various subscription agreements to raise a maximum
of $600,000 through the issuance of common stock at $0.18 per share plus one
three year, non callable warrant for every dollar invested for additional
shares of common stock exercisable at $0.25 per share.  As of the date of this
audit report, the Company had raised approximately $365,000.  Pursuant to the
agreements, the Company is to file a registration statement with the United
States Securities & Exchange Commission to register the underlying shares
issued.