<PAGE>   1
                                 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, 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                (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, 2001, there were outstanding 10,947,460 shares of the
     Registrant's Common Stock, $.001 par value.

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


<PAGE>   2


                                     PART I

                              FINANCIAL INFORMATION

Item I.   Financial Statements



                       EMERGENCY FILTRATION PRODUCTS, INC.
                                 Balance Sheets

                                     ASSETS
                                     ------

<TABLE>
<CAPTION>

                                                                                 March 31,           December 31,
                                                                                   2001                  2000
                                                                               -------------         ------------
                                                                                (Unaudited)
<S>                                                                             <C>                     <C>
CURRENT ASSETS

   Cash                                                                         $  57,437               $   6,985
   Accounts receivable, net (Note 1)                                               82,801                  67,962
   Prepaid expenses                                                                 1,316                   1,513
   Inventory (Note 1)                                                              68,286                  84,394
                                                                                ---------               ---------

     Total Current Assets                                                         209,840                 160,854
                                                                                ---------               ---------

PROPERTY AND EQUIPMENT (Note 1)

   Molds                                                                          112,850                 109,650
   Furniture and office equipment                                                  33,989                  33,989
   Accumulated depreciation                                                       (74,838)                (69,415)
                                                                                ---------               ---------

     Total Property and Equipment                                                  72,001                  74,224
                                                                                ---------               ---------

OTHER ASSETS

   Deferred stock issuance costs (Note 1)                                         171,390                    --
   Deposits                                                                         4,141                   4,141
   Patent, net (Note 2)                                                           152,604                 154,190
                                                                                ---------               ---------

     Total Other Assets                                                           328,135                 158,331
                                                                                ---------               ---------

     TOTAL ASSETS                                                               $ 609,976               $ 393,409
                                                                                =========               =========

</TABLE>

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



                                       2
<PAGE>   3



                       EMERGENCY FILTRATION PRODUCTS, INC.
                           Balance Sheets (Continued)


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------

<TABLE>
<CAPTION>

                                                             March 31,        December 31,
                                                               2001               2000
                                                           -------------      ------------
                                                            (Unaudited)
<S>                                                         <C>               <C>
CURRENT LIABILITIES

   Accounts payable                                         $    87,851       $   108,151
   Accounts payable - related parties (Note 3)                  342,179           364,374
   Accrued expenses                                              39,440            28,459
   Note payable (Note 4)                                         11,385            17,988
   Note payable - related, current (Note 3)                      11,197            11,197
                                                            -----------       -----------

     Total Current Liabilities                                  492,052           530,169
                                                            -----------       -----------

LONG-TERM DEBT

   Note payable - related (Note 3)                              135,303           135,303
                                                            -----------       -----------

     Total Long-Term Debt                                       135,303           135,303
                                                            -----------       -----------

     Total Liabilities                                          627,355           665,472
                                                            -----------       -----------

COMMITMENTS AND CONTINGENCIES (Notes 2 and 6)

STOCKHOLDERS' EQUITY (DEFICIT)

   Common stock, par value $0.001; authorized
    50,000,000 shares; 10,947,460 and 9,567,758 shares
    issued and outstanding, respectively                         10,947             9,568
   Additional paid-in capital                                 5,349,336         4,931,054
   Accumulated deficit                                       (5,377,662)       (5,212,685)
                                                            -----------       -----------

     Total Stockholders' Equity (Deficit)                       (17,379)         (272,063)
                                                            -----------       -----------

     TOTAL LIABILITIES AND STOCKHOLDERS'
      EQUITY (DEFICIT)                                      $   609,976       $   393,409
                                                            ===========       ===========

</TABLE>

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



                                       3
<PAGE>   4



                       EMERGENCY FILTRATION PRODUCTS, INC.
                            Statements of Operations
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                                               For the Three Months Ended
                                                                                        March 31,
                                                                              -----------------------------
                                                                                  2001              2000
                                                                              -----------       -----------
<S>                                                                           <C>               <C>
NET SALES                                                                     $   161,730       $     5,311

EXPENSES

   Cost of sales                                                                  110,619             2,710
   Depreciation and amortization                                                    8,152             7,880
   Research and development                                                         3,307            36,000
   General and administrative                                                     200,443           353,780
   Additional costs through granting of options                                      --             105,113
                                                                              -----------       -----------

     Total Expenses                                                               322,521           505,483
                                                                              -----------       -----------

LOSS FROM OPERATIONS                                                             (160,791)         (500,172)
                                                                              -----------       -----------

OTHER INCOME (EXPENSE)

   Interest expense                                                                (4,186)             (382)
                                                                              -----------       -----------

     Total Other Income (Expense)                                                  (4,186)             (382)
                                                                              -----------       -----------

NET LOSS                                                                      $  (164,977)      $  (500,554)
                                                                              ===========       ===========

BASIC LOSS PER SHARE                                                          $     (0.02)      $     (0.06)
                                                                              ===========       ===========

WEIGHTED AVERAGE NUMBER OF SHARES
 OUTSTANDING                                                                    9,276,199         7,919,596
                                                                              ===========       ===========

</TABLE>

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


                                       4
<PAGE>   5



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

<TABLE>
<CAPTION>

                                                             Common Stock           Additional
                                                      ------------------------        Paid-In          Accumulated
                                                        Shares          Amount         Capital          Deficit
                                                      ----------     ------------     -----------      ------------
<S>                                                   <C>            <C>              <C>              <C>
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)
                                                    -----------      -----------      -----------      -----------
</TABLE>



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


                                       5
<PAGE>   6



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

<TABLE>
<CAPTION>

                                              Common Stock              Additional
                                      -----------------------------       Paid-In         Accumulated
                                         Shares            Amount         Capital           Deficit
                                      ------------     -------------    ------------      ------------
<S>                                    <C>             <C>              <C>               <C>
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)             --

Net loss for the three months
 ended March 31, 2001
 (unaudited)                                 --               --               --            (164,977)
                                      -----------      -----------      -----------       -----------
Balance, March 31, 2001
 (unaudited)                           10,947,460      $    10,947      $ 5,349,336       $(5,377,662)
                                      ===========      ===========      ===========       ===========
</TABLE>


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



                                       6
<PAGE>   7


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

<TABLE>
<CAPTION>

                                                                     For the Three Months Ended
                                                                             March 31,
                                                                     -------------------------
                                                                        2001            2000
                                                                     ----------      ---------
<S>                                                                  <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES

   Net loss                                                          $(164,977)      $(500,554)
   Adjustments to reconcile net loss to net cash
    (used by) operating activities:
     Depreciation and amortization                                       8,152           7,880
     Common stock issued for services                                   44,249         243,501
     Expense on options granted                                           --           105,113
   Changes in operating assets and liabilities:
     (Increase) decrease in inventory                                   16,108           1,625
     (Increase) decrease in prepaid expenses                               197             958
     (Increase) decrease in accounts receivable
      and accounts receivable related                                  (14,839)          4,812
     (Increase) decrease in other assets                               (10,000)           --
     Increase (decrease) in cash overdraft                                --            (1,176)
     Increase (decrease) in accrued expenses                            10,981            --
     Increase (decrease) in accounts payable and
      accounts payable - related parties                               (42,495)        121,623
                                                                     ---------       ---------

       Net Cash (Used by) Operating Activities                        (152,624)        (16,218)
                                                                     ---------       ---------

CASH FLOWS FROM INVESTING ACTIVITIES

   Patent costs                                                         (1,143)           --
   Acquisition of equipment                                             (3,200)           --
                                                                     ---------       ---------

       Net Cash (Used by) Investing Activities                          (4,343)           --
                                                                     ---------       ---------

CASH FLOWS FROM FINANCING ACTIVITIES

   Proceeds from issuance of stock                                     214,022          25,000
   Payment on notes and leases payable                                  (6,603)         (6,036)
                                                                     ---------       ---------

       Net Cash Provided by Financing Activities                       207,419          18,964
                                                                     ---------       ---------

NET INCREASE (DECREASE) IN CASH AND
 CASH EQUIVALENTS                                                       50,452           2,746

CASH AT BEGINNING OF PERIOD                                              6,985            --
                                                                     ---------       ---------

CASH AT END OF PERIOD                                                $  57,437       $   2,746
                                                                     =========       =========

</TABLE>


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


                                       7
<PAGE>   8


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

<TABLE>
<CAPTION>

                                                   For the Three Months Ended
                                                           March 31,
                                                  --------------------------
                                                    2001             2000
                                                  ---------      -----------
<S>                                               <C>            <C>
SUPPLEMENTAL CASH FLOW INFORMATION:

   Cash paid for:
     Interest                                     $   1,800        $    382
     Income taxes                                 $      --        $     --

NON-CASH FINANCING ACTIVITIES:

   Common stock issued for services                $ 93,222        $243,501

</TABLE>


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



                                       8
<PAGE>   9



                       EMERGENCY FILTRATION PRODUCTS, INC.
                        Notes to the Financial Statements
                      March 31, 2001 and December 31, 2000


NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          a. Organization

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

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

          b. Accounting Method

          The Company's financial statements are prepared using the accrual
          method of accounting. The Company has elected a December 31, year end.

          c. Cash and Cash Equivalents

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

          d. Accounts Receivable

          Accounts receivable are shown net of the allowance for doubtful
          accounts of $3,122 at March 31, 2001 and December 31, 2000.

          e. Provision for Taxes

          At March 31, 2001, the Company had net operating loss carryforwards of
          approximately $4,265,000 that may be offset against future taxable
          income through 2020. No tax benefit has been reported in the financial
          statements, because the potential tax benefits of the loss
          carryforwards are offset by a valuation allowance of the same amount

          f. Property and Equipment

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

                    Molds                                       7 years
                    Furniture and office equipment              5 to 7 years

          Depreciation expense for the three months ended March 31, 2001 and
          2000 was $5,423 and $7,326, respectively.


                                       9
<PAGE>   10


                       EMERGENCY FILTRATION PRODUCTS, INC.
                        Notes to the Financial Statements
                      March 31, 2001 and December 31, 2000


NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

          g. Inventory

          Inventory is stated at the lower of cost (computed on a first-in,
          first-out basis) or market. The inventory consists of raw materials
          used in the assembly and production of the emergency respiration
          equipment.

          h. Estimates

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

          i. Basic Loss Per Share

          The following is an illustration of the reconciliation of the
          numerators and denominators of the basic loss per share calculation:

<TABLE>
<CAPTION>

                                                                    For the
                                                               Three Months Ended
                                                                   March 31,
                                                       -----------------------------------
                                                            2001                2000
                                                       -------------        -------------
              <S>                                      <C>                  <C>
              Income (loss) (numerator)                $   (164,977)        $    (500,554)
              Weighted average
               shares outstanding
               (denominator)                              9,276,199             7,919,596
                                                       ------------         -------------

              Basic loss per share                     $      (0.02)        $       (0.06)
                                                       ============         ============

</TABLE>

          The computation of basic earnings per share of common stock is based
          on the weighted standard average number of shares outstanding during
          the period of the financial statements. Common stock equivalents,
          consisting of stock options, have not been included in the calculation
          as their effect is antidilutive for the periods presented.

          j. Change in Accounting Principle

          The Company has adopted the provisions of FASB Statement No. 138
          "Accounting for Certain Derivative Instruments and Hedging Activities,
          (an amendment of FASB Statement No. 133.)" Because the Company had
          adopted the provisions of FASB Statement No. 133, prior to June 15,
          2000, this statement is effective for all fiscal quarters beginning
          after June 15, 2000. The adoption of this principle had no material
          effect on the Company's consolidated financial statements.



                                       10
<PAGE>   11


                       EMERGENCY FILTRATION PRODUCTS, INC.
                        Notes to the Financial Statements
                      March 31, 2001 and December 31, 2000


NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

          j. Change in Accounting Principle (Continued)

          The Company has adopted the provisions of FASB Statement No. 140
          "Accounting for Transfers and Servicing of Financial Assets and
          Extinguishments of Liabilities (a replacement of FASB Statement No.
          125.)" This statement provides accounting and reporting standard for
          transfers and servicing of financial assets and extinguishments of
          liabilities. Those standards are based on consistent application of a
          financial- components approach that focuses on control. Under that
          approach, the transfer of financial assets, the Company recognized the
          financial and servicing assets it controls and the liabilities it has
          incurred, derecognizes financial assets when control has been
          surrendered, and derecognizes liabilities when extinguished. This
          statement provides consistent standards for distinguishing transfers
          of financial assets that are sales from transfers that are secured
          borrowings. This statement is effective for transfers and servicing of
          financial assets and extinguishments of liabilities occurring after
          March 31, 2001. This statement is effective for recognition and
          reclassification of collateral and for disclosures relating to
          securitization transactions and collateral for fiscal years ending
          after December 15, 2000. The adoption of this principle had no
          material effect on the Company's consolidated financial statements.

          The Company has adopted the provisions of FIN 44 "Accounting for
          Certain Transactions Involving Stock Compensation (an interpretation
          of APB Opinion No. 25.)" This interpretation is effective July 1,
          2000. FIN 44 clarifies the application of Opinion No. 25 for only
          certain issues. It does not address any issues related to the
          application of the fair value method in Statement No. 123. Among other
          issues, FIN 44 clarifies the definition of employee for purposes of
          applying Opinion 25, the criteria for determining whether a plan
          qualifies as a noncompensatory plan, the accounting consequence of
          various modifications to the terms of a previously fixed stock option
          or award, and accounting for an exchange of stock compensation awards
          in a business combination. The adoption of this principle had no
          material effect on the Company's consolidated financial statements.

          k. Advertising

          The Company follows the policy of charging the costs of advertising to
          expense as incurred.

          l. Revenue Recognition

          Revenue is recognized upon shipment of goods to the customer.

          m. Equity Securities

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


                                       11
<PAGE>   12



                       EMERGENCY FILTRATION PRODUCTS, INC.
                        Notes to the Financial Statements
                      March 31, 2001 and December 31, 2000


NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

          n. Stock Options

          The Company applies Accounting Principles Board ("APB") 25,
          "Accounting for Stock Issued to Employees," and related
          interpretations in accounting for all stock option plans. Under APB
          25, compensation cost is recognized for stock options granted to
          employees when the option price is less than the market price of the
          underlying common stock on the date of grant.

          FASB Statement 123, "Accounting for Stock-Based Compensation" ("SFAS
          No. 123"), requires the Company to provide proforma information
          regarding net income (loss) and net income (loss) per share as if
          compensation costs for the Company's stock option plans and other
          stock awards had been determined in accordance with the fair value
          based method prescribed in SFAS No. 123. The Company estimates the
          fair value of each stock award at the grant date by using the
          Black-Scholes options pricing model.

          o. Deferred Stock Issuance Costs

          Stock issuance costs include direct costs incurred with third parties
          that are directly attributable to equity financing transactions. As
          discussed in Note 6, the Company entered into an agreement with an
          unrelated investment firm to raise $5,000,000. The costs associated
          with the offering have been deferred and will be recorded as stock
          offering costs upon the closing of the offering.

          p. Unaudited Financial Statements

          The accompanying unaudited financial statements include all of the
          adjustments which, in the opinion of management, are necessary for a
          fair presentation. Such adjustments are of a normal recurring nature.

NOTE 2 -  PATENT

          The Company entered into an agreement to acquire the rights to certain
          intellectual property, which property includes title to the patent on
          a component of an emergency CPR assistance device, called a dual
          filtered rotary isolation valve. Rights pertaining thereto include the
          right to maintain, sell and improve the device, and to license those
          rights. The Company has agreed to pay a 5% royalty on any sales
          related to the patented intellectual property. Royalty expense on this
          patent for the periods ended March 31, 2001 and December 31, 2000 was
          $5,405 and $8,014, respectively. Additional costs related to the
          patent were capitalized during the periods ended March 31, 2001 and
          December 31, 2000 which consist of legal and filing fees incurred to
          maintain the patent throughout the world. Amortization is computed
          over an estimated life of 15 years. Impairment of the patent is
          analyzed annually. The patent was published by the U.S. Patent Office
          on November 15, 1996, the U.S. Patent number is 5,575,279.


                                       12
<PAGE>   13



                       EMERGENCY FILTRATION PRODUCTS, INC.
                        Notes to the Financial Statements
                      March 31, 2001 and December 31, 2000


NOTE 2 -  PATENT (Continued)

          On June 28, 2000, the Company entered into a Contract for Assignment
          of the rights to a BVM Bag invention. The BVM Bag is a portable
          emergency safety resuscitator, subject to Patent number 6,062,217. The
          Company acquired the rights, title and interest in the BVM Bag for the
          following:

          1.   Issuance of 120,000 shares of restricted common stock. At
               December 31, 2000, only 20,000 of the 100,000 had been issued
               (valued at $1.00 per share), thus, a $100,000 liability was
               recorded until the remaining 100,000 shares are issued.

          2.   50,000 stock options each year on December 31, commencing on
               December 31, 2000, exercisable at a 50% discount of the average
               bid price over the preceding six-month period. Additional expense
               of $1,239 was recorded for the year ended December 31, 2000 as a
               result of the initial 50,000 options granted.

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

          The agreement, including the annual 50,000 stock options, shall last
          until the date that the patent covering the BVM Bag Invention expires.

          Patent costs at March 31, 2001 and December 31, 2000 are as follows:

<TABLE>
<CAPTION>

                                                        March 31,       December 31,
                                                           2001            2000
                                                        -----------     ----------
                                                        (Unaudited)
                    <S>                                <C>             <C>
                    Capitalized costs                   $  166,031      $  164,888
                    Accumulated amortization               (13,427)        (10,698)
                                                        ----------      ----------

                    Net Patent Costs                    $  152,604      $  154,190
                                                        ==========      ==========

</TABLE>

          Amortization expense for the periods ended March 31, 2001 and 2000 was
          $2,729 and $554, respectively.

NOTE 3 -  RELATED PARTY TRANSACTIONS

          At December 31, 1999, $135,000 was recorded by the Company which
          represented an amount claimed to be owed to a shareholder and former
          officer of the Company for unpaid wages and reimbursements. The
          shareholder also claimed that he had legal rights to certain
          trademarks of the Company until he was paid in full. On June 2, 2000,
          the Company entered into a Settlement Agreement and Mutual Release
          with the shareholder, settling on an amount of $146,500. The amount
          accrues interest at 10% per annum. Principal and interest are to be
          paid in monthly installments of $1,800 beginning on July 1, 2000 until
          paid. The Company was behind on the monthly payments at March 31,
          2001. The balance on the note at March 31, 2001 and December 31, 2000
          was as follows:



                                       13
<PAGE>   14


                       EMERGENCY FILTRATION PRODUCTS, INC.
                        Notes to the Financial Statements
                      March 31, 2001 and December 31, 2000


NOTE 3 -  RELATED PARTY TRANSACTIONS (Continued)

<TABLE>
<CAPTION>

                                                                            March 31,      December 31,
                                                                              2001            2000
                                                                           ----------      ---------
                                                                           (Unaudited)
                    <S>                                                    <C>             <C>
                    Total amount owed                                      $  155,325      $ 153,344

                    Less: accrued interest included in accrued
                     expenses                                                  (8,825)        (6,844)
                    Less: current portion                                     (11,197)       (11,197)
                                                                           ----------      ---------

                    Long-term note payable - related                       $  135,303      $ 135,303
                                                                           ==========      =========

</TABLE>

          At March 31, 2001 and December 31, 2000, the Company owed another
          related party $-0- and $10,000, respectively. An additional $100,000
          is included in accounts payable - related parties at March 31, 2001
          and December 31, 2000, as a result of the patent acquisition as
          explained in Note 2.

          Certain employees, officers and shareholders are also owed amounts in
          past due wages and expense reimbursements as of March 31, 2001 and
          December 31, 2000. In addition, certain shareholders of the Company
          have advanced funds to the Company in order to cover operating costs.
          The total amount owed to these related parties as of March 31, 2001
          and December 31, 2000 was $242,179 and $254,374, respectively. The
          amounts are non- interest bearing, unsecured and due on demand. Total
          accounts payable - related parties at March 31, 2001 and December 31,
          2000 was $342,179 and $364,374, respectively.

NOTE 4 -  NOTE PAYABLE

          A note was signed by the Company to an insurance company for product
          liability insurance for a one year period from October 2000 to October
          2001. The remaining amount due at March 31, 2001 and December 31, 2000
          was $11,385 and $17,988, respectively.

NOTE 5 -  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.


                                       14
<PAGE>   15



                       EMERGENCY FILTRATION PRODUCTS, INC.
                        Notes to the Financial Statements
                      March 31, 2001 and December 31, 2000


NOTE 6 -  COMMITMENTS AND CONTINGENCIES

          The Company is leasing office space in Las Vegas, Nevada for three
          years beginning October 15, 1998. The monthly rental payment is
          currently $4,141.

          Minimum future lease payments on the lease as of March 31, 2001 are as
          follows:

<TABLE>
<CAPTION>

                       Year Ending
                       December 31,                                   Amount
                       ------------                                 ----------
                       <S>                                         <C>
                          2001                                      $    26,918
                          2002                                               -
                          2003                                               -
                          2004 and thereafter                                -
                                                                    -----------

                       Total                                        $    26,918
                                                                    ===========
</TABLE>


          On February 23, 2001, the Company entered into an agreement with
          Pacific Investors, Ltd., an unrelated investment firm, for financial
          advising and placement agent services in a private placement to raise
          $5,000,000. Compensation for Pacific Investors' services include the
          following:

          a.   A non-refundable retainer of $50,000 to be paid in three
               installments.

<TABLE>
<CAPTION>

                       Amount                      Due Date
                      --------             ---------------------------
                      <S>                  <C>
                      $ 10,000             Upon execution of agreement
                      $ 10,000             April 15, 2001
                      $ 30,000             June 1, 2001
</TABLE>

          b.   A non-refundable retainer of a warrant to purchase 3% of the
               outstanding common stock (328,424 warrants) at a strike price of
               $0.01 with a term of ten years.

          c.   An advisory fee equal to 7.5% of the principal amount raised in
               the private placement.

          d.   A warrant to purchase 10% of the securities of this offering to
               be granted upon the closing of the financing with a term of ten
               years and a strike price equal to the price of shares issued in
               the private placement.

          e.   A senior debt fee equal to 2% of the principal amount of any
               senior debt or credit facility entered into after March 1, 2001.



                                       15
<PAGE>   16


                       EMERGENCY FILTRATION PRODUCTS, INC.
                        Notes to the Financial Statements
                      March 31, 2001 and December 31, 2000

NOTE 7 -  STOCK OPTIONS

          A summary of the status of the Company's stock options as of March 31,
          2001 and changes during the period ending March 31, 2001 are presented
          below:

<TABLE>
<CAPTION>

                                                                     Weighted        Weighted
                                                                      Average         Average
                                                                     Exercise        Grant Date
                                                       Options         Price         Fair Value
                                                     ----------     -----------      ---------
              <S>                                    <C>            <C>             <C>
              Outstanding, December 31, 2000          7,750,000      $    0.89       $    0.06
                  Granted                             1,948,424           0.53            0.08
                  Expired/Canceled                   (2,465,000)         (0.75)          (0.06)
                  Exercised                              -                   -               -
                                                     ----------      ---------       ---------

              Outstanding, March 31, 2001             7,233,424      $    0.82       $    0.07
                                                     ==========      =========       =========

              Exercisable, March 31, 2001             7,233,424      $    0.82       $    0.07
                                                     ==========      =========       =========

</TABLE>

          During 1998 and 1999, the Company granted stock options to various
          individuals for a total of 3,905,000 restricted common shares at
          exercise prices ranging from $0.60 to $5.00 per share. During the year
          ended December 31, 1999, 67,000 options were exercised at $0.75 per
          share for total proceeds of $50,250. During the year ended December
          31, 2000, additional stock options were granted for a total of
          4,000,000 restricted common shares at exercise prices ranging from
          $0.37 to $0.75 per share, 88,000 options were exercised at $0.75 per
          share for total proceeds of $66,000, and 300,000 shares were extended
          to have an expiration of December 31, 2003. During the three months
          ended March 31, 2001, 1,620,000 options were granted with an exercise
          price of $0.53 and an expiration of January 8, 2004, 328,424 options
          were granted with an exercise price of $0.01 per share that expire on
          February 23, 2011, and 2,465,000 shares expired on January 8, 2001.
          The total amount of outstanding stock options at March 31, 2001 is
          summarized as follows:

<TABLE>
<CAPTION>

                  Shares              Price                Expiration
               -----------          ---------          -----------------
               <S>                  <C>                <C>
                  100,000            $   1.40           December 9, 2001
                  100,000            $   0.60          December 30, 2001
                  100,000            $   2.50           January 13, 2002
                  150,000            $   1.00           January 13, 2002
                   75,000            $   4.00           January 13, 2002
                   75,000            $   5.00           January 13, 2002
                  150,000            $   1.00           February 3, 2002
                   50,000            $   2.50           February 3, 2002
                   50,000            $   4.00           February 3, 2002
                  100,000            $   1.00             March 18, 2002
                1,800,000            $   0.75            January 3, 2003
                   35,000            $   1.00             March 19, 2003
                   50,000            $   0.75             April 25, 2003
                  100,000            $   0.75              July 12, 2003
                2,000,000            $   0.75            October 1, 2003
                  300,000            $   0.60          December 30, 2003
                   50,000            $   0.37          December 31, 2003
                1,620,000            $   0.53            January 8, 2004
                  328,424            $   0.01          February 23, 2011
               ----------
                7,233,424
                =========
</TABLE>



                                       16
<PAGE>   17


                       EMERGENCY FILTRATION PRODUCTS, INC.
                        Notes to the Financial Statements
                      March 31, 2001 and December 31, 2000


NOTE 7 -  STOCK OPTIONS (Continued)

          Deferred stock offering costs of $161,390 was recorded during the
          period ended March 31, 2001 pursuant to the Black-Scholes calculation
          pertaining to the fair value of the options granted during the period.



                                       17
<PAGE>   18


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 been minimal and
expenditures primarily attributed to research and development. 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 sales. As of the quarter ended 3/31/2001, the Company had offset
its accumulated deficit in this manner and has therefore not found it necessary
to incur any long-term debt. 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 3/31/2001, the Company reported revenues of
$161,730. Revenues have been primarily 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 cost of goods sold increased as a percentage of sales in the first
quarter of 2001 versus the first quarter of 2000. This increase is due primarily
to the increased volume of business and the increase in sales of Superstat as a
percentage of overall sales.

     Total expenditures decreased in the first quarter of 2001 as compared to
the first quarter of 2000. The primary

<PAGE>   19


reason for this occurrence is the decrease in general and administrative costs.
General and administrative costs decreased from $353,780 to $200,443 during the
quarters ended March 31, 2000 and 2001, respectively, as a result of decreased
expenditures for professional and consulting services. Research and development
costs decreased from $36,000 to $3,307 during the quarters ended March 31, 2000
and 2001, respectively, as the Company moves toward a marketing-driven sales
effort.

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:

     [X]  RespAide(TM) CPR Isolation Mask. The company has received Federal Drug
          Administration ("FDA") approval for its RespAide(TM) CPR isolation
          mask incorporating the VIV filter, and recently commenced volume
          manufacturing and distribution of complete units and replacement
          filters (the RespAide(TM) filter needs to be replaced after each use).
          In test by Nelson Laboratories, RespAide(TM) 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.

     [X]  Disposable Filters for BVMs. The same filter used in the RespAide(TM)
          product is ideal for preventing contamination of "bag valve masks"
          which are single-use ventilators. The disposable filter keeps the
          equipment contaminant-

<PAGE>   20



          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.

     [X]  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. A patent has been
granted for this product. The Company is currently conducting prototype
development.

     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(TM) 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.

<PAGE>   21




Coast Guard. The Company has been fulfilling orders from the Defense Supply
Center Philadelphia for these products.

     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(TM), 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

     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.

     Other than described above, there are no legal

<PAGE>   22




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 two meetings during the current quarter, including both
regularly scheduled and special meetings and actions by unanimous written
consent.

     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
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 Forms 10KSB and 10SB12G/A

     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.




<PAGE>   23


                                    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 18, 2001                 Emergency Filtration Products, Inc.
                                    -----------------------------------
                                                (Registrant)

                                    By: /s/  Michael J. Crnkovich
                                       ---------------------------------------
                                       Michael J. Crnkovich
                                       Chief Executive Officer