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

FORM 10-QSB

[ X ]

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended


December 31, 2002


[   ]


TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT


For the transition period from
Commission file number


_____________
0-27094


to ___________


FIRST AMERICAN SCIENTIFIC CORP.

(Exact name of small business issuer as specified in its charter)


Nevada

88-0338315

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)


100 Park Royal South
Suite 811
West Vancouver, British Columbia
Canada V7T 1A2

(Address of principal executive offices)


(604) 913-9035
(Issuer's telephone number)


None
(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [   ]

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PART I.  

ITEM 1.     FINANCIAL STATEMENTS

Board of Directors
First American Scientific Corp.
Vancouver, BC

ACCOUNTANT'S REVIEW REPORT

We have reviewed the accompanying consolidated balance sheet of First American Scientific Corp. as of December 31, 2002 and the related statements of operations and comprehensive loss, stockholders' equity, and cash flows for the six months ended December 31, 2002 and 2001. These financial statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with accounting principles generally accepted in the United States of America.

The financial statements for the year ended June 30, 2002 were audited by us and we expressed an unqualified opinion on them in our report dated September 12, 2002, but we have not performed any auditing procedures since that date.

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern. As discussed in Note 2, the Company has an accumulated deficit of $9,640,075 at December 31, 2002 and has limited sales volume. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Williams & Webster, P.S.
Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington
February 14, 2003

F-1

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FIRST AMERICAN SCIENTIFIC CORP.
CONSOLIDATED BALANCE SHEETS

December 31,

 

June 30,

2002

2002

ASSETS

(unaudited)


 

(Restated)


CURRENT ASSETS

Cash

$

137,827

$

126,144

Accounts receivable

136,793

130,932

Refundable research and development tax credits

83,934

83,085

Sales tax refunds

12,548

27,957

Prepaid expenses and other assets

3,931

10,000

Inventory

190,442


490,442


TOTAL CURRENT ASSETS

565,475


868,560


PROPERTY AND EQUIPMENT

Property and equipment

311,631

311,631

Less: Accumulated depreciation

(119,725)


(90,295)


TOTAL PROPERTY AND EQUIPMENT

191,906


221,336


OTHER ASSETS

Technology rights, net of amortization

1,216,242

1,279,743

Patents and manufacturing rights, net of amortization

163,994

172,327

Deposits

-


1,432


TOTAL OTHER ASSETS

1,380,236


1,453,502


NET ASSETS DISTRIBUTED TO SUBSIDIARY IN SPIN OFF

-


268,835


TOTAL ASSETS

$

2,137,617


$

2,812,233


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES