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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 MARCH 31, 2002.                                         

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 |  | (I.R.S. Employer   
|incorporation or organization)  |  | 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 March 31, 2002, there were outstanding 11,988,425 shares of the
Registrants Common Stock, $.001 par value.

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





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TABLE OF CONTENTS



|                             |                                                                                                |                                   |  |  |  |  |  | 
|---------------------------- | ---------------------------------------------------------------------------------------------- | --------------------------------- |  |  |  |  |  | 
|PART I FINANCIAL INFORMATION
|                             | Item I. Financial Statements                                                                  
|                             |                                                                                                | Balance Sheets                   
|                             |                                                                                                | Statements of Operations         
|                             |                                                                                                | 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                   



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##### Table of Contents






PART I

FINANCIAL INFORMATION




Item I. Financial Statements

EMERGENCY FILTRATION PRODUCTS, INC.

FINANCIAL STATEMENTS

March 31, 2002 and December 31, 2001





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EMERGENCY FILTRATION PRODUCTS, INC.
Balance Sheets
March 31, 2002 and December 31, 2001

(Unaudited)


---

|                                      |                                                                                                                                     |                                |                             |                              |         |           |         |              |         |          |         | 
|------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------- | ------------------------------ | --------------------------- | ---------------------------- | ------- | --------- | ------- | ------------ | ------- | -------- | ------- | 
|                                      |                                                                                                                                     |                                |                             |                              |         | March 31, |         | December 31,
|                                      |                                                                                                                                     |                                |                             |                              |         | 2002      |         | 2001        
|                                      |                                                                                                                                     |                                |                             |                              |         |           |         |             
|ASSETS                                |                                                                                                                                     |                                |                             |                              |         |           |        
|Current assets:                       |                                                                                                                                     |                                |                             |                              |         |           |         |             
|                                      |                                                                                                                                     | Cash                           |                             | $                            | 3,058   |           |         | $            |        |         
|                                      |                                                                                                                                     | Accounts receivable, net       |                             |                              | 55,512  |           |         |              | 8,882   |         
|                                      |                                                                                                                                     | Prepaid expenses               |                             |                              | 28,312  |           |         |              | 68,776  |         
|                                      |                                                                                                                                     | Inventory                      |                             |                              | 65,398  |           |         |              | 79,962  |         
|                                      |                                                                                                                                     |                                |                             |                              |         |           |         |             
|                                      |                                                                                                                                     |                                |                             | Total current assets         |         |           | 152,280 |              |         |          | 157,620 | 
|                                      |                                                                                                                                     |                                |                             |                              |         |           |         |             
|Property and equipment:               |                                                                                                                                     |                                |                             |                              |         |           |         |             
|                                      |                                                                                                                                     | Molds                          |                             |                              | 112,850 |           |         |              | 112,850 |         
|                                      |                                                                                                                                     | Furniture and office equipment |                             |                              | 45,293  |           |         |              | 43,003  |         
|                                      |                                                                                                                                     | Accumulated depreciation       |                             |                              | (97,018 | )         |         |              | (89,945 | )       
|                                      |                                                                                                                                     |                                |                             |                              |         |           |         |             
|                                      |                                                                                                                                     |                                |                             | Total property and equipment |         |           | 61,125  |              |         |          | 65,908  | 
|                                      |                                                                                                                                     |                                |                             |                              |         |           |         |             
|Other assets                          |                                                                                                                                     |                                |                             |                              |         |           |         |             
|                                      |                                                                                                                                     | Deposits                       |                             |                              | 4,141   |           |         |              | 4,141   |         
|                                      |                                                                                                                                     | Patents, net                   |                             |                              | 143,672 |           |         |              | 145,533 |         
|                                      |                                                                                                                                     |                                |                             |                              |         |           |         |             
|                                      |                                                                                                                                     |                                |                             | Total other assets           |         |           | 147,813 |              |         |          | 149,674 | 
|                                      |                                                                                                                                     |                                |                             |                              |         |           |         |             
|                                      |                                                                                                                                     | Total assets                   |                             | $                            | 361,218 |           |         | $            | 373,202 |         
|                                      |                                                                                                                                     |                                |                             |                              |         |           |         |             
|LIABILITIES AND
STOCKHOLDERS DEFICIT |                                                                                                                                     |                                |                             |                              |         |           |        
|Current liabilities:                  |                                                                                                                                     |                                |                             |                              |         |           |         |             
|                                      | Accounts payable                                                                                                                    |                                | $                           | 104,717                      |         |           | $       | 167,793      |        
|                                      | Accounts payable  related parties                                                                                                  |                                |                             | 668,370                      |         |           |         | 550,303      |        
|                                      | Accrued expenses                                                                                                                    |                                |                             | 30,615                       |         |           |         | 30,624       |        
|                                      | Note payable                                                                                                                        |                                |                             | 11,425                       |         |           |         | 20,412       |        
|                                      |                                                                                                                                     |                                |                             |                              |         |           |         |             
|                                      |                                                                                                                                     |                                |                             | Total current liabilities    |         |           | 815,127 |              |         |          | 769,132 | 
|                                      |                                                                                                                                     |                                |                             |                              |         |           |         |             
|Commitments and contingencies         |                                                                                                                                     |                                |                             |                              |         |           |         |             
|Stockholders deficit                 |                                                                                                                                     |                                |                             |                              |         |           |         |             
|                                      | Common
stock, par value $0.001; authorized 50,000,000 shares; 11,988,425 and
11,667,425 shares
issued and outstanding, respectively |                                |                             | 11,988                       |         |           |         | 11,667       |        
|                                      | Additional paid in capital                                                                                                          |                                |                             | 6,056,141                    |         |           |         | 5,928,062    |        
|                                      | Accumulated deficit                                                                                                                 |                                |                             | (6,522,038                   | )       |           |         | (6,335,659   | )      
|                                      |                                                                                                                                     |                                |                             |                              |         |           |         |             
|                                      |                                                                                                                                     |                                | Total stockholders deficit |                              |         | (453,909  | )       |              |         | (395,930 | )      
|                                      |                                                                                                                                     |                                |                             |                              |         |           |         |             
|                                      | Total liabilities and stockholders deficit                                                                                         |                                | $                           | 361,218                      |         |           | $       | 373,202      |        
|                                      |                                                                                                                                     |                                |                             |                              |         |           |         |             

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





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EMERGENCY FILTRATION PRODUCTS, INC.
Statements of Operations
For the Three Months Ended March 31, 2002 and 2001
(Unaudited)

---

|                                              |                               |                              |            |                            |         |      |           |         |         |  
|--------------------------------------------- | ----------------------------- | ---------------------------- | ---------- | -------------------------- | ------- | ---- | --------- | ------- | ------- | -
|                                              |                               |                              |            | For the Three Months Ended
|                                              |                               |                              |            | March 31,                 
|                                              |                               |                              |            |                           
|                                              |                               |                              |            | 2002                       |         | 2001
|                                              |                               |                              |            |                            |         |     
|Net sales                                     |                               | $                            | 95,744     |                            |         | $    | 161,730   |        
|Expenses                                      |                               |                              |            |                            |         |      |           |        
|                                              | Cost of sales                 |                              |            | 59,266                     |         |      |           | 110,619 |        
|                                              | Depreciation and amortization |                              |            | 9,874                      |         |      |           | 8,152   |        
|                                              | Research and development      |                              |            | 700                        |         |      |           | 3,307   |        
|                                              | General and administrative    |                              |            | 211,858                    |         |      |           | 200,443 |        
|                                              |                               |                              |            |                            |         |      |           |        
|                                              |                               | Total expenses               |            |                            | 281,698 |      |           |         | 322,521 |  
|                                              |                               |                              |            |                            |         |      |           |        
|Loss from operations                          |                               |                              | (185,954   | )                          |         |      | (160,791  | )      
|                                              |                               |                              |            |                            |         |      |           |        
|Other income (expense)                        |                               |                              |            |                            |         |      |           |        
|                                              | Interest expense              |                              |            | (425                       | )       |      |           | (4,186  | )      
|                                              |                               |                              |            |                            |         |      |           |        
|                                              |                               | Total other income (expense) |            |                            | (425    | )    |           |         | (4,186  | )
|                                              |                               |                              |            |                            |         |      |           |        
|Net loss                                      |                               | $                            | (186,379   | )                          |         | $    | (164,977  | )      
|                                              |                               |                              |            |                            |         |      |           |        
|Basic loss per share                          |                               | $                            | (0.02      | )                          |         | $    | (0.02     | )      
|                                              |                               |                              |            |                            |         |      |           |        
|Weighted average number of shares outstanding |                               |                              | 11,706,658 |                            |         |      | 9,276,199 |        
|                                              |                               |                              |            |                            |         |      |           |        

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





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Emergency Filtration Products, Inc.
Statements of Cash Flows
For the Three Months Ended March 31, 2002 and 2001
(Unaudited)

---

|                                                     |                                                                             |                                                                                     |       |                            |          |      |        |          |          |  
|---------------------------------------------------- | --------------------------------------------------------------------------- | ----------------------------------------------------------------------------------- | ----- | -------------------------- | -------- | ---- | ------ | -------- | -------- | -
|                                                     |                                                                             |                                                                                     |       | For the Three Months Ended
|                                                     |                                                                             |                                                                                     |       | March 31,                 
|                                                     |                                                                             |                                                                                     |       |                           
|                                                     |                                                                             |                                                                                     |       | 2002                       |          | 2001
|                                                     |                                                                             |                                                                                     |       |                            |          |     
|Cash flows from operating activities:                |                                                                             |                                                                                     |       |                            |          |      |        |         
|                                                     | Net loss                                                                    |                                                                                     | $     | (186,379                   | )        |      | $      | (164,977 | )       
|                                                     | Adjustments to reconcile net loss to net
cash used by operating activities: |                                                                                     |       |                            |          |      |        |          |         
|                                                     |                                                                             | Depreciation and amortization                                                       |       |                            | 9,874    |      |        |          | 8,152    |  
|                                                     |                                                                             | Common stock issued for services                                                    |       |                            | 55,500   |      |        |          | 44,249   |  
|                                                     | Changes in operating assets and liabilities:                                |                                                                                     |       |                            |          |      |        |          |         
|                                                     |                                                                             | Accounts receivable                                                                 |       |                            | (46,630  | )    |        |          | (14,839  | )
|                                                     |                                                                             | Prepaid expenses                                                                    |       |                            | 40,464   |      |        |          | 197      |  
|                                                     |                                                                             | Inventory                                                                           |       |                            | 14,564   |      |        |          | 16,108   |  
|                                                     |                                                                             | Other assets                                                                        |       |                            |         |      |        |          | (10,000  | )
|                                                     |                                                                             | Accounts payable and accounts payable  related parties                             |       |                            | (19,009  | )    |        |          | (42,495  | )
|                                                     |                                                                             | Accrued expenses                                                                    |       |                            | (9       | )    |        |          | 10,981   |  
|                                                     |                                                                             |                                                                                     |       |                            |          |      |        |         
|                                                     |                                                                             | Net cash used by operating activities                                               |       |                            | (131,625 | )    |        |          | (152,624 | )
|                                                     |                                                                             |                                                                                     |       |                            |          |      |        |         
|Cash flows from investing activities:                |                                                                             |                                                                                     |       |                            |          |      |        |         
|                                                     | Acquisition of property and equipment                                       |                                                                                     |       | (2,290                     | )        |      |        | (3,200   | )       
|                                                     | Patent costs                                                                |                                                                                     |       | (940                       | )        |      |        | (1,143   | )       
|                                                     |                                                                             |                                                                                     |       |                            |          |      |        |         
|                                                     |                                                                             | Net cash used by investing activities                                               |       |                            | (3,230   | )    |        |          | (4,343   | )
|                                                     |                                                                             |                                                                                     |       |                            |          |      |        |         
|Cash flows from financing activities:                |                                                                             |                                                                                     |       |                            |          |      |        |         
|                                                     | Proceeds from issuance of stock                                             |                                                                                     |       |                           |          |      |        | 214,022  |         
|                                                     | Advances from shareholders                                                  |                                                                                     |       | 146,900                    |          |      |        |         |         
|                                                     | Payment on notes payable                                                    |                                                                                     |       | (8,987                     | )        |      |        | (6,603   | )       
|                                                     |                                                                             |                                                                                     |       |                            |          |      |        |         
|                                                     |                                                                             | Net cash provided by financing activities                                           |       |                            | 137,913  |      |        |          | 207,419  |  
|                                                     |                                                                             |                                                                                     |       |                            |          |      |        |         
|Net increase (decrease) in cash and cash equivalents |                                                                             |                                                                                     | 3,058 |                            |          |      | 50,452 |         
|Cash at beginning of period                          |                                                                             |                                                                                     |      |                            |          |      | 6,985  |         
|                                                     |                                                                             |                                                                                     |       |                            |          |      |        |         
|Cash at end of period                                |                                                                             | $                                                                                   | 3,058 |                            |          | $    | 57,437 |         
|                                                     |                                                                             |                                                                                     |       |                            |          |      |        |         
|Supplemental cash flow information:                  |                                                                             |                                                                                     |       |                            |          |      |        |         
|                                                     | Cash paid for:                                                              |                                                                                     |       |                            |          |      |        |          |         
|                                                     |                                                                             | Interest                                                                            |       | $                          | 425      |      |        | $        | 1,800    |  
|                                                     |                                                                             |                                                                                     |       |                            |          |      |        |         
|                                                     | Non-cash financing activities:                                              |                                                                                     |       |                            |          |      |        |          |         
|                                                     |                                                                             | Common stock issued for services and in payment of related parties
accounts payable |       | $                          | 128,400  |      |        | $        | 93,222   |  
|                                                     |                                                                             |                                                                                     |       |                            |          |      |        |         

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





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EMERGENCY FILTRATION PRODUCTS, INC.Notes to the Financial StatementsMarch 31, 2002 and December 31, 2001



| |  | NOTE 1  BASIS OF PRESENTATION
| |  | ------------------------------



| |  |  | The financial information included herein is unaudited and has been
prepared consistent with accounting principles generally accepted in
the United States of America for interim financial information and
with the instructions to Form 10-QSB and Item 310(b) of Regulation
S-B. Accordingly, these financial statements do not include all
information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial
statements. These statements should be read in conjunction with the
audited financial statements and notes thereto included in the
Companys annual report on Form 10-KSB for the year ended December 31,
2001. In the opinion of management, these financial statements
contain all adjustments (consisting solely of normal recurring
adjustments), which are, in the opinion of management, necessary for a
fair statement of results for the interim period presented.
| |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | The results of operations for the three months ended March 31, 2002
and 2001 are not necessarily indicative of the results to be expected
for the full year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   



| |  | NOTE 2  LOSS PER SHARE
| |  | -----------------------



| |  |  | Following is a reconciliation of the numerators of the basic and
diluted loss per share for the three months ended March 31, 2002 and
2001:
| |  |  | -------------------------------------------------------------------------------------------------------------------------------------------

|                                                        |  |                    |            |      |  |   |           |  
|------------------------------------------------------- |  | ------------------ | ---------- | ---- |  | - | --------- | -
|                                                        |  | For the           
|                                                        |  | Three Months Ended
|                                                        |  | March 31,         
|                                                        |  |                   
|                                                        |  | 2002               |            | 2001
|                                                        |  |                    |            |     
|Net loss                                                |  | $                  | (186,379   | )    |  | $ | (164,977  | )
|                                                        |  |                    |            |      |  |   |           |  
|Weighted average shares                                 |  |                    | 11,706,658 |      |  |   | 9,276,199 |  
|Effect of dilutive securities                           |  |                    |           |      |  |   |          |  
|                                                        |  |                    |            |      |  |   |           |  
|                                                        |  |                    | 11,706,658 |      |  |   | 9,276,199 |  
|                                                        |  |                    |            |      |  |   |           |  
|Basic loss per share (based
on weighted average
shares) |  | $                  | (0.02      | )    |  | $ | (0.02     | )
|                                                        |  |                    |            |      |  |   |           |  



| |  |  | Weighted average shares issuable upon the exercise of stock options,
which were not included in the calculation, were approximately 6.1
million and 7.8 million in the quarters ended March 31, 2002 and 2001,
respectively, because they were antidilutive.
| |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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EMERGENCY FILTRATION PRODUCTS, INC.
Notes to the Financial Statements
March 31, 2002 and December 31, 2001



| |  | NOTE 3  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
$6,522,038 at March 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 can offer no assurance with respect to its
ability to create additional revenues or obtain additional equity
financing.
| |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | NOTE 4  STOCK TRANSACTIONS
| |  | ---------------------------



| |  |  | During the three months ended March 31, 2002, the Company issued
321,000 shares of common stock at $0.40 per share for legal and other
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.
| |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | NOTE 5  COMMITMENTS AND CONTINGENCIES
| |  | --------------------------------------



| |  |  | The Company is subject to certain claims and lawsuits arising in the
normal course of business. In the opinion of management, uninsured
losses, if any, resulting from the ultimate resolution of these
matters will not have a material effect on the Companys financial
position, results of operations, or cash flows.
| |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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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 March 31, 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 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.

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 $6,522,038 at March 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 can offer no assurance
with respect to its ability to create additional revenues or obtain additional
equity financing.





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Operational Results

During the quarter ended March 31, 2002, the Company reported revenues of
$95,744 compared to $161,730 for the quarter ended March 31, 2001. 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.

During the quarter ended March 31, 2002, the Company reported cost of
sales of $59,266 compared to $110,619 for the quarter ended March 31, 2001.
Costs as a percentage of sales were 62% in 2002 compared to 68% in 2001. This
decrease was due to increased profit margins as a result of minor price
increases.

General and administrative expenditures in the first quarter of 2002 as
compared to the first quarter of 2001, increased slightly to $211,858 from
$200,443, as a result of increased expenditures for consulting services.

Research and development costs decreased from $3,307 to $700 during the
quarters ended March 31, 2001 and 2002, respectively, due to the Companys
focus on marketing efforts related to the current products.

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.

During the quarter ended March 31, 2002, the Company issued 321,000 shares
of common stock, valued at $0.40 per share, for legal and other 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.

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.





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##### Table of Contents



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 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 tests 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.                                                                                                                                                                
|
| |  |  | 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 a new configuration of its VIV technology, a two-way
breathing circuit filter 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 received 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. A patent has
been granted for this product and the Company has executed an agreement whereby
it acquired the rights for commercial exploitation of the patent. The Company
is currently conducting prototype development and expects to launch the product
during 2002.





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##### Table of Contents



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 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 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. The Company received and
fulfilled orders from the U.S. Navy and the Defense Supply Center Philadelphia
for the products during 2001 and the first quarter of 2002.

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





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##### Table of Contents



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.




PART II

OTHER INFORMATION




Item 1  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 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 issue common stock to various
individuals for services rendered and in payment of related parties accounts
payable.

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.





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##### Table of Contents



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
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 03/22/02.
|--- |  | -------------------

The following documents are filed as part of this report:



|1) |  | Unaudited Financial
Statements filed as part of this report with the
related statements of operations and accumulated
deficit, and cash flows 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: May 10, 2002 | Emergency Filtration Products, Inc. (Registrant)
|                   
|                    | By:                                              | /s/   Douglas K. Beplate
        Douglas K. Beplate
        President