FASC - KDS Micronex - SEC Filing

==================================================================================

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

FORM 10-QSB/A-1

[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 [ ]

==================================================================================

PART I.

ITEM 1. FINANCIAL STATEMENTS

Board of Directors
First American Scientific Corp.
Vancouver, BC

INDEPENDENT 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.

As discussed in Note 12, to the financial statements, an error resulting in an understatement of $76,196 in previously reported expenses as of September 30, 2002 and an overstatement of expenses in the three months ended December 31, 2002. Accordingly, an adjustment has been made to the accompanying financial statements as of December 31, 2002 to correct the error.

/s/ Williams & Webster, P.S.
Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington
February 14, 2003, except for Note 12, which is dated March 20, 2003.

F-1

- 2 -

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				83,085		83,085
	Sales tax refunds				13,397		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
	Accounts payable and accrued expenses			$	203,730	$	127,880
	Accounts payable to related parties				20,000		152,192
			TOTAL CURRENT LIABILITIES		223,730		280,072
LONG-TERM LIABILITIES
	Notes payable to related parties				47,949		-
	Notes payable				26,415		-
			TOTAL LONG-TERM LIABILITIES		74,364		-
COMMITMENTS AND CONTINGENCIES					-		6,127
MINORITY INTEREST IN SUBSIDIARY					158,337		243,590
STOCKHOLDERS' EQUITY
	Common stock - $.001 par value,
		200,000,000 shares authorized; and 148,653,527
		142,213,018 shares issued and outstanding, respectively			148,654		142,213
	Additional paid-in capital				10,967,718		11,105,694
	Stock options				208,780		195,780
	Accumulated deficit				(9,640,075)		(9,151,400)
	Accumulated other comprehensive income (loss)				(3,891)		(9,843)
			TOTAL STOCKHOLDERS' EQUITY		1,681,186		2,282,444
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY				$	2,137,617	$	2,812,233

See accountant's review report and accompanying notes

F-2

- 3 -

FIRST AMERICAN SCIENTIFIC CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)

				Three Months Ended				Six Month Ended
				December 31,				December 31,
				2002		2001		2002		2001
				(unaudited)		(unaudited)		(unaudited)		(unaudited)
						(Restated)				(Restated)

REVENUES			$	172,867	$	-	$	178,829	$	-
COST OF SALES				300,000		-		300,000
GROSS PROFIT				(127,133)		-		(121,171)		-
OPERATING EXPENSES
	Advertising			12,096		-		12,096		7,284
	Amortization and depreciation			49,766		92,257		103,843		155,722
	Professional services			11,237		4,687		97,687		29,373
	Wages			124,724		41,333		257,921		122,666
	Research and development			45,823		8,894		55,932		8,894
	General and administration			75,802		20,466		180,721		117,380
		Total Operating Expenses		319,448		167,637		708,200		441,319
LOSS FROM CONTINUING
OPERATIONS				(446,581)		(167,637)		(829,371)		(441,319)

LOSS FROM DISTRIBUTED
SUBSIDIARY				-		(46,825)		(76,882)		(114,691)
LOSS BEFORE INCOME TAXES				(446,581)		(214,462)		(906,253)		(556,010)
INCOME TAXES				-		-		-		-
NET LOSS BEFORE ALLOCATION
	TO MINORITY INTEREST			(446,581)		(214,462)		(906,253)		(556,010)

ALLOCATION OF LOSS TO
MINORITY INTEREST				34,012		-		85,252		-
NET LOSS				(412,569)		(214,462)		(821,001)		(556,010)
OTHER COMPREHENSIVE
INCOME (LOSS)
	Foreign currency translation gain
	(loss)			(1,720)		(1,399)		5,952		(1,399)
COMPREHENSIVE NET LOSS			$	(414,289)	$	(215,861)	$	(815,049)	$	(557,409)
	NET LOSS PER COMMON
		SHARE, BASIC AND DILUTED	$	nil	$	nil	$	nil	$	nil
	WEIGHTED AVERAGE NUMBER OF
		COMMON SHARES OUTSTANDING,
		BASIC AND DILUTED		146,043,899		134,266,355		145,236,500		133,374,685

See accountant's review report and accompanying notes.

F-3

- 4 -

FIRST AMERICAN SCIENTIFIC CORP.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
										Accumulated
				Additional						Other		Total
	Common Stock			Paid-in			Stock		Accumulated	Comprehensive		Stockholders'
	Shares	Amount		Capital			Options		Deficit	Income (Loss)		Equity

Balance, June 30, 2001	130,733,018	$	130,733	$	9,959,034	$	218,210	$	(7,013,749)	$	(2,557)	$	3,291,671
Common stock issued for cash of $189,850 and
services of $82,850 at $0.09 per share	2,885,000		2,885		269,815		-		-		-		272,700
Common stock issued for compensation at $0.09
per share	3,600,000		3,600		316,880		-		-		-		320,480
Common stock issued for legal services at $0.10
per share	250,000		250		24,750		-		-		-		25,000
Common stock issued for KDS machine at $0.09
per share	500,000		500		44,500		-		-		-		45,000
Common stock issued for equipment at $0.13 per
share	100,000		100		12,740		-		-		-		12,840
Common stock issued for accounts payable at
$0.095 per share	100,000		100		9,400		-		-		-		9,500
Common stock issued from options for
services at $0.09 per share	3,925,000		3,925		453,695		(100,210)		-		-		357,410
Common stock issued for rent expenses at $0.125
per share	120,000		120		14,880		-		-		-		15,000
Options issued for services	-		-		-		77,780		-		-		77,780
Foreign currency translation loss	-		-		-		-		-		(7,286)		(7,286)
Net loss for the year ended June 30, 2002	-		-		-		-		(2,137,651)		-		(2,137,651)
Balance, June 30, 2002	142,213,018		142,213		11,105,694		195,780		(9,151,400)		(9,843)		2,282,444
Net assets distributed to shareholders of
VideoMovieHouse.com Inc.,
a former wholly owned subsidiary	-		-		(523,827)		-		332,326		-		(191,501)
Common stock issued for consulting services at
$0.06 per share	1,451,903		1,452		90,700		-		-		-		92,152
Common stock issued as compensation at $0.06
per share	3,973,606		3,974		245,166		-		-		-		249,140
Common stock issued for legal fees at $0.05 per
share	250,000		250		12,500		-		-		-		12,750
Common stock issued for professional services at
$0.05 per share	125,000		125		6,125		-		-		-		6,250
Common stcck issued for debt at $0.05 per share	640,000		640		31,360		-		-		-		32,000
Options issued for compensation	-		-		-		13,000		-		-		13,000
Foreign currency translation loss	-		-		-		-		-		5,952		5,952
Net loss for the six months ended December 31,
2002	-		-		-		-		(821,001)		-		(821,001)
Balance, December 31, 2002, (unaudited)	148,653,527	$	148,654	$	10,967,718	$	208,780	$	(9,640,075)	$	(3,891)	$	1,681,186

See accountant's review report and accompanying notes.

F-4

- 5 -

FIRST AMERICAN SCIENTIFIC CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS

									Six Months Ended