##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-QSB

(Mark One)

|    |  |                                                                                        
|--- |  | ---------------------------------------------------------------------------------------
|[X] |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|   
|    |  | FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001.                                     

OR

|      |  |                                                                                   
|----- |  | ----------------------------------------------------------------------------------
|[   ] |  | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
|     
|      |  | FOR THE TRANSITION FROM __________________ TO __________________.                 

COMMISSION FILE NUMBER 000-27421

EMERGENCY FILTRATION PRODUCTS, INC.

---

(Exact name of registrant as specified in its charter)


|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|NEVADA                                                         |  | 87-0561647                          
|                                                               |  |                                     
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)
|                                                              
|4335 South Industrial Road, Suite 440
Las Vegas, Nevada        |  | 89103                               
|                                                               |  |                                     
|(Address of principal executive offices)                       |  | (Zip code)                          

Issuers telephone number: (702) 798-4541

Indicate by check mark 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 for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.    Yes [X]    No [   ]

State the number of shares outstanding of each of the issuers classes of
common equity, as of the latest practicable date:

| |                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------
| | At September 30, 2001, there were outstanding 11,457,425 shares of the
Registrants Common Stock, $.001 par value.

Transitional Small Business Disclosure Format:    Yes [   ]    No [X]





---

TABLE OF CONTENTS



|                             |                                                                                                |                                              |  |  |  |  |  | 
|---------------------------- | ---------------------------------------------------------------------------------------------- | -------------------------------------------- |  |  |  |  |  | 
|PART I FINANCIAL INFORMATION
|                             | Item I. Financial Statements                                                                  
|                             |                                                                                                | Balance Sheets                              
|                             |                                                                                                | Statements of Operations                    
|                             |                                                                                                | Statements of Stockholders Equity (Deficit)
|                             |                                                                                                | Statements of Cash Flows                    
|                             |                                                                                                | Notes to the Financial Statements           
|                             | Item II. Managements Discussion and Analysis of Financial Condition and Results of Operations
|PART II OTHER INFORMATION   
|                             | Item 1  Legal Proceedings                                                                    
|                             | Item 2  Changes in the Rights of the Companys Security Holders                              
|                             | Item 3  Defaults by the Company on its Senior Securities                                     
|                             | Item 4  Submission of Matter to Vote of Security Holders                                     
|                             | Item 5  Other Information                                                                    
|                             | Item 6  Exhibits and Reports on Form 8-K                                                     
|SIGNATURE                   



---



##### Table of Contents






PART I

FINANCIAL INFORMATION




Item I. Financial Statements

EMERGENCY FILTRATION PRODUCTS, INC.

FINANCIAL STATEMENTS

September 30, 2001 and December 31, 2000





---



##### Table of Contents



EMERGENCY FILTRATION PRODUCTS, INC.




Balance Sheets


ASSETS

|                       |                          |                                |                              |        |               |         |              |        |         |         | 
|---------------------- | ------------------------ | ------------------------------ | ---------------------------- | ------ | ------------- | ------- | ------------ | ------ | ------- | ------- | 
|                       |                          |                                |                              |        | September 30, |         | December 31,
|                       |                          |                                |                              |        | 2001          |         | 2000        
|                       |                          |                                |                              |        |               |         |             
|                       |                          |                                |                              |        | (Unaudited)   |         |              |        |        
|CURRENT ASSETS         |                          |                                |                              |        |               |         |              |       
|                       | Cash                     |                                | $                            | 12,220 |               |         | $            | 6,985  |        
|                       | Accounts receivable, net |                                |                              | 44,574 |               |         |              | 67,962 |        
|                       | Prepaid expenses         |                                |                              |       |               |         |              | 1,513  |        
|                       | Inventory                |                                |                              | 86,312 |               |         |              | 84,394 |        
|                       |                          |                                |                              |        |               |         |              |       
|                       |                          |                                | Total Current Assets         |        |               | 143,106 |              |        |         | 160,854 | 
|                       |                          |                                |                              |        |               |         |              |       
|PROPERTY AND EQUIPMENT |                          |                                |                              |        |               |         |              |       
|                       |                          | Molds                          |                              |        | 112,850       |         |              |        | 109,650 |        
|                       |                          | Furniture and office equipment |                              |        | 35,613        |         |              |        | 33,989  |        
|                       |                          | Software                       |                              |        | 7,390         |         |              |        |        |        
|                       |                          | Accumulated depreciation       |                              |        | (84,909       | )       |              |        | (69,415 | )      
|                       |                          |                                |                              |        |               |         |              |       
|                       |                          |                                | Total Property and Equipment |        |               | 70,944  |              |        |         | 74,224  | 
|                       |                          |                                |                              |        |               |         |              |       
|OTHER ASSETS           |                          |                                |                              |        |               |         |              |       
|                       |                          | Deposits                       |                              |        | 4,141         |         |              |        | 4,141   |        
|                       |                          | Patent and trademark, net      |                              |        | 148,263       |         |              |        | 154,190 |        
|                       |                          |                                |                              |        |               |         |              |       
|                       |                          |                                | Total Other Assets           |        |               | 152,404 |              |        |         | 158,331 | 
|                       |                          |                                |                              |        |               |         |              |       
|                       |                          |                                | TOTAL ASSETS                 |        | $             | 366,454 |              |        | $       | 393,409 | 
|                       |                          |                                |                              |        |               |         |              |       

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

2



---



##### Table of Contents



EMERGENCY FILTRATION PRODUCTS, INC.

Balance Sheets (Continued)


LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)

|                               |                                                                                                                                    |                                                      |   |               |          |              |   |            |          |  
|------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------- | - | ------------- | -------- | ------------ | - | ---------- | -------- | -
|                               |                                                                                                                                    |                                                      |   | September 30, |          | December 31,
|                               |                                                                                                                                    |                                                      |   | 2001          |          | 2000        
|                               |                                                                                                                                    |                                                      |   |               |          |             
|                               |                                                                                                                                    |                                                      |   | (Unaudited)   |          |              |   |           
|CURRENT LIABILITIES            |                                                                                                                                    |                                                      |   |               |          |              |   |           
|                               | Accounts payable                                                                                                                   |                                                      | $ | 157,226       |          |              | $ | 108,151    |         
|                               | Accounts payable  related parties                                                                                                 |                                                      |   | 450,040       |          |              |   | 364,374    |         
|                               | Accrued expenses                                                                                                                   |                                                      |   | 30,615        |          |              |   | 28,459     |         
|                               | Note payable                                                                                                                       |                                                      |   |              |          |              |   | 17,988     |         
|                               | Note payable  related                                                                                                             |                                                      |   |              |          |              |   | 11,197     |         
|                               |                                                                                                                                    |                                                      |   |               |          |              |   |           
|                               |                                                                                                                                    | Total Current Liabilities                            |   |               | 637,881  |              |   |            | 530,169  |  
|                               |                                                                                                                                    |                                                      |   |               |          |              |   |           
|LONG-TERM DEBT                 |                                                                                                                                    |                                                      |   |               |          |              |   |           
|                               | Note payable  related                                                                                                             |                                                      |   |              |          |              |   | 135,303    |         
|                               |                                                                                                                                    |                                                      |   |               |          |              |   |           
|                               |                                                                                                                                    | Total Long-Term Debt                                 |   |               |         |              |   |            | 135,303  |  
|                               |                                                                                                                                    |                                                      |   |               |          |              |   |           
|                               |                                                                                                                                    | Total Liabilities                                    |   |               | 637,881  |              |   |            | 665,472  |  
|                               |                                                                                                                                    |                                                      |   |               |          |              |   |           
|COMMITMENTS AND CONTINGENCIES  |                                                                                                                                    |                                                      |   |               |          |              |   |           
|STOCKHOLDERS EQUITY (DEFICIT) |                                                                                                                                    |                                                      |   |               |          |              |   |           
|                               | Common stock, par value $0.001; authorized
50,000,000 shares; 11,457,425 and 9,567,758 shares
issued and outstanding, respectively |                                                      |   | 11,457        |          |              |   | 9,568      |         
|                               | Additional paid-in capital                                                                                                         |                                                      |   | 5,628,414     |          |              |   | 4,931,054  |         
|                               | Accumulated deficit                                                                                                                |                                                      |   | (5,911,298    | )        |              |   | (5,212,685 | )       
|                               |                                                                                                                                    |                                                      |   |               |          |              |   |           
|                               |                                                                                                                                    | Total Stockholders Equity (Deficit)                 |   |               | (271,427 | )            |   |            | (272,063 | )
|                               |                                                                                                                                    |                                                      |   |               |          |              |   |           
|                               |                                                                                                                                    | TOTAL LIABILITIES AND STOCKHOLDERS
EQUITY (DEFICIT) |   | $             | 366,454  |              |   | $          | 393,409  |  
|                               |                                                                                                                                    |                                                      |   |               |          |              |   |           

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

3



---



##### Table of Contents



EMERGENCY FILTRATION PRODUCTS, INC.




Statements of Operations
(Unaudited)


|                       |                                              |                              |          |                    |         |                   |          |         |         |      |          |         |           |   |          |         |         |  
|---------------------- | -------------------------------------------- | ---------------------------- | -------- | ------------------ | ------- | ----------------- | -------- | ------- | ------- | ---- | -------- | ------- | --------- | - | -------- | ------- | ------- | -
|                       |                                              |                              |          | For the            |         | For the          
|                       |                                              |                              |          | Three Months Ended |         | Nine Months Ended
|                       |                                              |                              |          | September 30,      |         | September 30,    
|                       |                                              |                              |          |                    |         |                  
|                       |                                              |                              |          | 2001               |         | 2000              |          | 2001    |         | 2000
|                       |                                              |                              |          |                    |         |                   |          |         |         |     
|NET SALES              |                                              | $                            | 35,231   |                    |         | $                 | 7,739    |         |         | $    | 457,083  |         |           | $ | 26,582   |        
|                       |                                              |                              |          |                    |         |                   |          |         |         |      |          |         |           |   |          |        
|EXPENSES               |                                              |                              |          |                    |         |                   |          |         |         |      |          |         |           |   |          |        
|                       | Cost of sales                                |                              |          | 44,940             |         |                   |          | 5,853   |         |      |          | 293,681 |           |   |          | 14,491  |        
|                       | Depreciation and amortization                |                              |          | 7,765              |         |                   |          | 8,274   |         |      |          | 23,684  |           |   |          | 24,428  |        
|                       | Research and development                     |                              |          | 36,808             |         |                   |          | 90      |         |      |          | 49,155  |           |   |          | 41,140  |        
|                       | Additional costs through granting
of options |                              |          | 161,390            |         |                   |          |        |         |      |          | 161,390 |           |   |          |        |        
|                       | General and administrative                   |                              |          | 224,454            |         |                   |          | 194,641 |         |      |          | 619,536 |           |   |          | 872,894 |        
|                       |                                              |                              |          |                    |         |                   |          |         |         |      |          |         |           |   |          |        
|                       |                                              | Total Expenses               |          |                    | 475,357 |                   |          |         | 208,858 |      |          |         | 1,147,446 |   |          |         | 952,953 |  
|                       |                                              |                              |          |                    |         |                   |          |         |         |      |          |         |           |   |          |        
|LOSS FROM OPERATIONS   |                                              |                              | (440,126 | )                  |         |                   | (201,119 | )       |         |      | (690,363 | )       |           |   | (926,371 | )      
|                       |                                              |                              |          |                    |         |                   |          |         |         |      |          |         |           |   |          |        
|OTHER INCOME (EXPENSE) |                                              |                              |          |                    |         |                   |          |         |         |      |          |         |           |   |          |        
|                       | Interest expense                             |                              |          |                   |         |                   |          | (3,633  | )       |      |          | (8,250  | )         |   |          | (4,256  | )      
|                       |                                              |                              |          |                    |         |                   |          |         |         |      |          |         |           |   |          |        
|                       |                                              | Total Other Income (Expense) |          |                    |        |                   |          |         | (3,633  | )    |          |         | (8,250    | ) |          |         | (4,256  | )
|                       |                                              |                              |          |                    |         |                   |          |         |         |      |          |         |           |   |          |        
|NET LOSS               |                                              | $                            | (440,126 | )                  |         | $                 | (204,752 | )       |         | $    | (698,613 | )       |           | $ | (930,627 | )      
|                       |                                              |                              |          |                    |         |                   |          |         |         |      |          |         |           |   |          |        
|BASIC LOSS PER SHARE   |                                              | $                            | (0.04    | )                  |         | $                 | (0.02    | )       |         | $    | (0.06    | )       |           | $ | (0.11    | )      
|                       |                                              |                              |          |                    |         |                   |          |         |         |      |          |         |           |   |          |        

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

4



---



##### Table of Contents



EMERGENCY FILTRATION PRODUCTS, INC.




Statements of Stockholders Equity (Deficit)


|                                                                                 |  |              |           |            |  |             |       |         |  |   |           |  |  |   |            |  
|-------------------------------------------------------------------------------- |  | ------------ | --------- | ---------- |  | ----------- | ----- | ------- |  | - | --------- |  |  | - | ---------- | -
|                                                                                 |  | Common Stock |           | Additional |  |             |       |        
|                                                                                 |  |              |           | Paid-In    |  | Accumulated
|                                                                                 |  | Shares       |           | Amount     |  | Capital     |       | Deficit
|                                                                                 |  |              |           |            |  |             |       |        
|Balance, December 31, 1998                                                       |  |              | 7,078,107 |            |  | $           | 7,078 |         |  | $ | 3,191,923 |  |  | $ | (3,137,388 | )
|Common stock issued for
cash at $1.00 per share                                  |  |              | 601,061   |            |  |             | 601   |         |  |   | 600,460   |  |  |   |           |  
|Common stock issued on
exercise of stock options
at $0.75 per share              |  |              | 67,000    |            |  |             | 67    |         |  |   | 50,183    |  |  |   |           |  
|Common stock issued for
services at $1.00 per share                              |  |              | 77,597    |            |  |             | 78    |         |  |   | 77,519    |  |  |   |           |  
|Additional capital contribution                                                  |  |              |          |            |  |             |      |         |  |   | 562       |  |  |   |           |  
|Net loss for the year ended
December 31, 1999                                    |  |              |          |            |  |             |      |         |  |   |          |  |  |   | (983,509   | )
|                                                                                 |  |              |           |            |  |             |       |         |  |   |           |  |  |   |            |  
|Balance, December 31, 1999                                                       |  |              | 7,823,765 |            |  |             | 7,824 |         |  |   | 3,920,647 |  |  |   | (4,120,897 | )
|Common stock issued for cash
at prices ranging from $0.18
to $0.75 per share     |  |              | 853,835   |            |  |             | 854   |         |  |   | 254,967   |  |  |   |           |  
|Common stock issued for
services at prices ranging
from $0.40 to $1.05 per share |  |              | 782,158   |            |  |             | 782   |         |  |   | 518,091   |  |  |   |           |  
|Common stock issued through
exercise of options at $0.75
per share               |  |              | 88,000    |            |  |             | 88    |         |  |   | 65,912    |  |  |   |           |  
|Common stock issued for
patents at $1.00 per share                               |  |              | 20,000    |            |  |             | 20    |         |  |   | 19,980    |  |  |   |           |  
|Additional expense recorded
from granting of options                             |  |              |          |            |  |             |      |         |  |   | 151,457   |  |  |   |           |  
|Net loss for the year ended
December 31, 2000                                    |  |              |          |            |  |             |      |         |  |   |          |  |  |   | (1,091,788 | )
|                                                                                 |  |              |           |            |  |             |       |         |  |   |           |  |  |   |            |  
|Balance, December 31, 2000                                                       |  |              | 9,567,758 |            |  | $           | 9,568 |         |  | $ | 4,931,054 |  |  | $ | (5,212,685 | )
|                                                                                 |  |              |           |            |  |             |       |         |  |   |           |  |  |   |            |  

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

5



---



##### Table of Contents



EMERGENCY FILTRATION PRODUCTS, INC.
Statements of Stockholders Equity (Deficit) (Continued)

|                                                                                    |  |              |            |            |  |             |        |         |  |   |           |   |  |   |            |  
|----------------------------------------------------------------------------------- |  | ------------ | ---------- | ---------- |  | ----------- | ------ | ------- |  | - | --------- | - |  | - | ---------- | -
|                                                                                    |  | Common Stock |            | Additional |  |             |        |        
|                                                                                    |  |              |            | Paid-In    |  | Accumulated
|                                                                                    |  | Shares       |            | Amount     |  | Capital     |        | Deficit
|                                                                                    |  |              |            |            |  |             |        |        
|Balance, December 31, 2000                                                          |  |              | 9,567,758  |            |  | $           | 9,568  |         |  | $ | 4,931,054 |   |  | $ | (5,212,685 | )
|Common stock issued for
services at $0.50 per share
(unaudited)                     |  |              | 186,446    |            |  |             | 186    |         |  |   | 93,036    |   |  |   |           |  
|Common stock issued for
cash at $0.17 and $0.18 per
share (unaudited)               |  |              | 1,193,256  |            |  |             | 1,193  |         |  |   | 212,829   |   |  |   |           |  
|Additional costs through
issuance of options (unaudited)                            |  |              |           |            |  |             |       |         |  |   | 161,390   |   |  |   |           |  
|Stock offering costs                                                                |  |              |           |            |  |             |       |         |  |   | (48,973   | ) |  |   |           |  
|Common stock issued for services
at $0.43 per share (unaudited)                     |  |              | 100,000    |            |  |             | 100    |         |  |   | 42,900    |   |  |   |           |  
|Common stock issued in lieu of
debt at $0.68 per share (unaudited)                  |  |              | 235,000    |            |  |             | 235    |         |  |   | 158,920   |   |  |   |           |  
|Common stock issued in lieu of
debt and for services at $0.44 per
share (unaudited) |  |              | 174,965    |            |  |             | 175    |         |  |   | 77,258    |   |  |   |           |  
|Net loss for the nine months
ended September 30, 2001
(unaudited)                   |  |              |           |            |  |             |       |         |  |   |          |   |  |   | (698,613   | )
|                                                                                    |  |              |            |            |  |             |        |         |  |   |           |   |  |   |            |  
|Balance, September 30, 2001
(unaudited)                                             |  |              | 11,457,425 |            |  | $           | 11,457 |         |  | $ | 5,628,414 |   |  | $ | (5,911,298 | )
|                                                                                    |  |              |            |            |  |             |        |         |  |   |           |   |  |   |            |  

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

6



---



##### Table of Contents



EMERGENCY FILTRATION PRODUCTS, INC.




Statements of Cash Flows
(Unaudited)


|                                                     |                                                                               |                                                                                |                                 |                                           |         |                           |          |          |         |       |          |  
|---------------------------------------------------- | ----------------------------------------------------------------------------- | ------------------------------------------------------------------------------ | ------------------------------- | ----------------------------------------- | ------- | ------------------------- | -------- | -------- | ------- | ----- | -------- | -
|                                                     |                                                                               |                                                                                |                                 |                                           |         | For the Nine Months Ended
|                                                     |                                                                               |                                                                                |                                 |                                           |         | September 30,            
|                                                     |                                                                               |                                                                                |                                 |                                           |         |                          
|                                                     |                                                                               |                                                                                |                                 |                                           |         | 2001                      |          | 2000    
|                                                     |                                                                               |                                                                                |                                 |                                           |         |                           |          |         
|CASH FLOWS FROM OPERATING ACTIVITIES                 |                                                                               |                                                                                |                                 |                                           |         |                           |          |         
|                                                     | Net loss                                                                      |                                                                                | $                               | (698,613                                  | )       |                           | $        | (930,627 | )      
|                                                     | Adjustments to reconcile net loss to net cash
(used by) operating activities: |                                                                                |                                 |                                           |         |                           |          |          |        
|                                                     |                                                                               | Depreciation and amortization                                                  |                                 |                                           | 23,684  |                           |          |          | 24,428  |      
|                                                     |                                                                               | Common stock issued for services                                               |                                 |                                           | 143,149 |                           |          |          | 484,367 |      
|                                                     |                                                                               | Expense on options granted                                                     |                                 |                                           | 161,390 |                           |          |          |        |      
|                                                     | Changes in operating assets and liabilities:                                  |                                                                                |                                 |                                           |         |                           |          |          |        
|                                                     |                                                                               | (Increase) decrease in inventory                                               |                                 |                                           | (1,918  | )                         |          |          | 8,755   |      
|                                                     |                                                                               | (Increase) decrease in prepaid expenses                                        |                                 |                                           | 1,513   |                           |          |          | 958     |      
|                                                     |                                                                               | (Increase) decrease in accounts receivable                                     |                                 |                                           | 23,388  |                           |          |          |         |      
|                                                     |                                                                               |                                                                                | and accounts receivable related |                                           |         |                          |          |          |         | 3,467 |         
|                                                     |                                                                               | (Increase) decrease in other assets                                            |                                 |                                           |        |                           |          |          |        |      
|                                                     |                                                                               | Increase (decrease) in cash overdraft                                          |                                 |                                           |        |                           |          |          | (1,176  | )    
|                                                     |                                                                               | Increase (decrease) in accrued expenses                                        |                                 |                                           | 2,156   |                           |          |          |        |      
|                                                     |                                                                               | Increase (decrease) in accounts payable and
accounts payable  related parties |                                 |                                           | 168,929 |                           |          |          | 220,865 |      
|                                                     |                                                                               |                                                                                |                                 |                                           |         |                           |          |         
|                                                     |                                                                               |                                                                                |                                 | Net Cash (Used by) Operating Activities   |         |                           | (176,322 | )        |         |       | (188,963 | )
|                                                     |                                                                               |                                                                                |                                 |                                           |         |                           |          |         
|CASH FLOWS FROM INVESTING ACTIVITIES                 |                                                                               |                                                                                |                                 |                                           |         |                           |          |         
|                                                     | Patent costs                                                                  |                                                                                |                                 | (2,263                                    | )       |                           |          | (10,315  | )      
|                                                     | Acquisition of equipment                                                      |                                                                                |                                 | (12,214                                   | )       |                           |          | (268     | )      
|                                                     |                                                                               |                                                                                |                                 |                                           |         |                           |          |         
|                                                     |                                                                               |                                                                                |                                 | Net Cash (Used by) Investing Activities   |         |                           | (14,477  | )        |         |       | (10,583  | )
|                                                     |                                                                               |                                                                                |                                 |                                           |         |                           |          |         
|CASH FLOWS FROM FINANCING ACTIVITIES                 |                                                                               |                                                                                |                                 |                                           |         |                           |          |         
|                                                     | Proceeds from issuance of stock                                               |                                                                                |                                 | 214,022                                   |         |                           |          | 206,500  |        
|                                                     | Payment on notes and leases payable                                           |                                                                                |                                 | (17,988                                   | )       |                           |          | (18,193  | )      
|                                                     | Proceeds from notes and leases payable                                        |                                                                                |                                 |                                          |         |                           |          | 31,500   |        
|                                                     |                                                                               |                                                                                |                                 |                                           |         |                           |          |         
|                                                     |                                                                               |                                                                                |                                 | Net Cash Provided by Financing Activities |         |                           | 196,034  |          |         |       | 219,807  |  
|                                                     |                                                                               |                                                                                |                                 |                                           |         |                           |          |         
|NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS |                                                                               |                                                                                | 5,235                           |                                           |         |                           | 20,261   |         
|CASH AT BEGINNING OF PERIOD                          |                                                                               |                                                                                | 6,985                           |                                           |         |                           |         |         
|                                                     |                                                                               |                                                                                |                                 |                                           |         |                           |          |         
|CASH AT END OF PERIOD                                |                                                                               | $                                                                              | 12,220                          |                                           |         | $                         | 20,261   |         
|                                                     |                                                                               |                                                                                |                                 |                                           |         |                           |          |         

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

7



---



##### Table of Contents



EMERGENCY FILTRATION PRODUCTS, INC.
Statements of Cash Flows (Continued)
(Unaudited)

|                                    |                                  |              |   |                           |       |      |   |         |       | 
|----------------------------------- | -------------------------------- | ------------ | - | ------------------------- | ----- | ---- | - | ------- | ----- | 
|                                    |                                  |              |   | For the Nine Months Ended
|                                    |                                  |              |   | September 30,            
|                                    |                                  |              |   |                          
|                                    |                                  |              |   | 2001                      |       | 2000
|                                    |                                  |              |   |                           |       |     
|SUPPLEMENTAL CASH FLOW INFORMATION: |                                  |              |   |                           |       |      |   |        
|                                    | Cash paid for:                   |              |   |                           |       |      |   |         |      
|                                    |                                  | Interest     |   | $                         | 8,250 |      |   | $       | 4,256 | 
|                                    |                                  | Income taxes |   | $                         |      |      |   | $       |      | 
|NON-CASH FINANCING ACTIVITIES:      |                                  |              |   |                           |       |      |   |        
|                                    | Common stock issued for services |              | $ | 213,655                   |       |      | $ | 484,367 |      
|                                    | Common stock issued for debt     |              | $ | 180,688                   |       |      | $ |        |      

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

8



---



##### Table of Contents



EMERGENCY FILTRATION PRODUCTS, INC.
Notes to the Financial Statements




September 30, 2001 and December 31, 2000


|         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|NOTE 1 - |  | BASIS OF FINANCIAL STATEMENT PRESENTATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        
|         |  | The accompanying unaudited condensed consolidated financial
statements have been prepared by the Company pursuant to the rules
and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted in accordance with such
rules and regulations. The information furnished in the interim
condensed consolidated financial statements include normal recurring
adjustments and reflects all adjustments, which, in the opinion of
management, are necessary for a fair presentation of such financial
statements. Although management believes the disclosures and
information presented are adequate to make the information not
misleading, it is suggested that these interim condensed
consolidated financial statements be read in conjunction with the
Companys most recent audited financial statements and notes thereto
included in its December 31, 2000 Annual Report on Form 10-KSB.
Operating results for the nine months ended September 30, 2001 are
not necessarily indicative of the results that may be expected for
the year ending December 31, 2001.
|        
|NOTE 2 - |  | 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 $5,212,685 at December 31, 2000 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.                                                                                                                                                                                                                                                             
|        
|NOTE 3 - |  | SUBSEQUENT EVENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        
|         |  | In October 2001, the Company issued 170,000 shares of common stock
that were previously authorized.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

9



---



##### Table of Contents






Item II. Managements Discussion and Analysis of Financial Condition and Results of Operations

Financial Condition

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 quarter ended 9/30/2001, 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 rotary 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.

Operational Results

During the quarter ended 9/30/2001, the Company reported revenues of
$35,231. Revenues have been in part from the sale of the emergency CPR
assistance device and the Company is now focusing on securing licensing
agreements and on a marketing-driven sales effort in order to increase revenues
that will ultimately cover total expenditures. Additionally, the Company
fulfilled orders for Superstat, a modified collagen hemostat, for which the
Company has exclusive distribution rights to the U.S. government and military.
The Company recently secured exclusive distribution rights to foreign
governments and militaries.

The cost of goods sold increased as an amount in the third quarter of 2001
versus the third quarter of 2000 as a result of increased sales. The cost of
goods sold increased as a percentage of sales in the third quarter of 2001
versus the third quarter of 2000 primarily due to the increased volume of
business.





---



##### Table of Contents



Total expenditures increased in the third quarter of 2001 as compared to
the third quarter of 2000. General and administrative costs increased from
$194,641 to $224,454 during the quarters ended September 30, 2000 and 2001,
respectively, as a result of increased expenditures for consulting services.

Research and development costs increased from $90 to $36,808 during the
quarters ended September 30, 2000 and 2001, respectively, due to the increased
costs associated with the development of the Companys future products.

During the quarter ended September 30, 2001, the Company recorded an
expense associated with the granting of options 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 cancelled 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.

Capital Funding

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 from outside resources. The Company presently has not
concluded what form, whether debt or equity, such funding will be derived
through.

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.

The Companys management is now completing transformation from a
technology-driven research and development business to a marketing-driven
proprietary products company. Product development efforts remain an important
priority, but are now balanced by an increasing focus on elements of production
and sales.

The Companys current product line includes:



| |  |  | RespAide CPR Isolation Mask. The company has received Food
and Drug Administration (FDA) approval for its RespAide CPR
isolation mask incorporating the VIV
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------





---



##### Table of Contents





| |   |  | filter, and recently commenced
volume manufacturing and distribution of complete units and
replacement filters (the RespAide filter needs to be replaced after
each use). In test by Nelson Laboratories, RespAide was found to
be greater than 99.9% effective against bacterial and viral
transmission  the highest rating testing labs will issue for
medical devices, and believed by management of the Company to be
superior to any competing product on the market.                                                                                                                                                                                                                                                               
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Disposable Filters for BVMs. The same filter used in the
RespAide product is ideal for preventing contamination of bag
valve masks which are single-use ventilators. The disposable
filter keeps the equipment contaminant-free, thereby allowing a BVM
to be safely reused with a new filter  a considerable economic
benefit due to the lower replacement and disposal costs of the
filter versus discarding the entire BVM unit. The Company has
received FDA approval.                                                                                                                                                                                                                                                              
|
| |  |  | Ventilator Circuits. 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 VIV technology: (1) a
one-way ventilator circuit that eliminates the exhalation ports of
patients breath in favor of permitting a T-valve attachment of
monitoring CO(2) levels  suitable for any inline ventilator
connection; and (2) a two-way ventilator circuit for applications
where ambient air flow must pass evenly in both directions while
still protecting equipment and hoses. This is suitable for use in
anesthesia and general respiratory procedures. The company has
applied for FDA approval.

In addition, the Company has designed another configuration of the
technology for the BVM market that incorporates a self-contained nebulizer, a
filter, and a bag with built-in CO(2) monitoring capabilities. Patents have
been granted for this product. The Company is currently conducting prototype
development and expects to launch the product in early 2002.

The market for air purification filters for protection against communicable
diseases has grown rapidly since the mid-1980s   from practically nil, to an
estimated 1,460,000,000 in 1997. Demand has been driven largely by such
factors as the spread of AIDS and Hepatitis C, the resurgence of Tuberculosis
in many urban settings, and growing concerns in the medical community about new
drug-resistant strains of bacteria. Such concerns are clearly evident in the
results of recent independent surveys indicating that approximately 45% of
doctors, 57% of EMTs, 80% of nurses, and substantially all paramedics surveyed
would refuse to perform mouth-to-mouth resuscitation on an adult stranger
without





---



##### Table of Contents



barrier protection. Indeed, many of the respondents indicated that
they had already walked away from situations in the community requiring
mouth-to-mouth resuscitation.

In addition to emergency ambulance services, police departments, firefighters,
hospitals, doctors, the military, and major CPR training organizations such as
the American Heart Association, management believes that the market also
includes government and private sector entities that will choose, or may be
required by law to keep CPR isolation masks on hand.

The Company currently holds military national stocking numbers for the
RespAide CPR isolation mask and replacement filters. These stocking numbers
make both products acceptable for inventory in all four branches of the
military and the U.S. Coast Guard.

To reach the market, the Company has entered into contractual arrangements
with a number of U.S. and international medical product distributors.
Additionally, the Company is actively pursuing licensing agreements with other
companies that have market penetration.

The Company intends to firmly establish its reputation for supplying the
best medical air filters available, and then begin aggressively commercializing
the technology in the enormous 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. Although the Company
has achieved patent protection for the RespAide, there is no assurance that
other entities may not compete in or enter the medical and commercial market in
competition with the Company.

This discussion may contain certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Actual
results could differ materially from those forward-looking statements. The
factors that may cause actual results to differ materially is that the Company
has no arrangement, agreement or understanding with respect to engaging in a
merger with, joint venture with or acquisition of, a private or public company
and that there can be no assurance that the Company will be successful in
identifying and evaluating suitable business opportunities or including a
business combination.





---



##### Table of Contents






PART II

OTHER INFORMATION




Item 1  Legal Proceedings

The Company entered into a payment plan with Bruce E. Batchelor, a
shareholder and former officer of the Company, for unpaid wages and
reimbursement for expenses. The Company agreed to pay the principal sum of
$146,500 in monthly installments of $1,800 or more in July, 2000. The Company
had not paid the monthly payments in a timely manner and was in default
according to the terms of the agreement. On September 30, 2001, the Company
executed a settlement agreement and mutual release in which Batchelor accepted
235,000 shares of the common stock of the Company as payment in full.

Other than described above, 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 2  - |  | Changes in the Rights of the Companys
Security Holders | None | 




|          |  |                                                  |      | 
|--------- |  | ------------------------------------------------ | ---- | 
|Item 3  - |  | Defaults by the Company on its
Senior Securities | None | 




|          |  |                                                  |      | 
|--------- |  | ------------------------------------------------ | ---- | 
|Item 4  - |  | Submission of Matter to Vote of Security
Holders | None | 




|          |  |                   |  | 
|--------- |  | ----------------- |  | 
|Item 5  - |  | Other Information |  | 

The board held one meeting during the current quarter, including both
regularly scheduled and special meetings and actions by unanimous written
consent. At the meeting, the board voted to accept the resignation of Michael
J. Crnkovich from the board of directors.

The board of directors has not established any audit committee. In
addition, the Company does not have any other compensation or executive or
similar committees. The Board of Directors acts as the audit committee. The
Company recognizes that an audit committee, when formally established, will
play a critical role in the financial reporting system of the Company by
overseeing and monitoring managements and the independent auditors
participation in the financial reporting process.

Until such time as an audit committee has been established, the full board
of directors undertakes those tasks normally associated with an audit committee
to include, but not by way of limitation, the (i) review and discussion of the
audited financial statements with management, (ii) discussions with the





---



##### Table of Contents



independent auditors the matters required to be discussed by the Statement On
Auditing Standards No. 61, as may be modified or supplemented, and (iii)
received from the auditors disclosures regarding the auditors Independents
Standards Board Standard No. 1, as may be modified or supplemented.




Item 6  Exhibits and Reports on Form 8-K

The following reports on Form 8-K are incorporated herein by reference:



| | (1) |  | 8-K filed 11/1/2001
| | --- |  | -------------------

The following documents are filed as part of this report:



| | 1) |  | Unaudited Financial
Statements filed as part of this report with the
related consolidated statements of operations and
accumulated deficit, and cash flow for the quarter
then ended.
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



|Dated: November 19, 2001 | Emergency Filtration Products, Inc.
      (Registrant)
|------------------------ | ------------------------------------------------------



| | By: | /s/  Peter Clark
       Peter Clark
       Corporate Secretary
| | --- | --------------------------------------------------------------