=========================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
|
[ x ]
|
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
|
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004
|
|
|
|
|
OR
|
|
|
|
|
|
[ ]
|
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
|
For the transition period from ________ to ________
|
Commission File Number:
000-27094
FIRST AMERICAN SCIENTIFIC CORP.
(Exact name of registrant as specified in its charter)
|
NEVADA
|
88-0338315
|
|
(State of other jurisdiction of incorporation or organization)
|
(IRS Employer Identification Number)
|
100 Park Royal South
Suite 811
Vancouver, British Columbia
Canada V7T 1A2
(Address of principal executive offices)
(604) 913-9035
(Registrant's telephone number, including area code)
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 [ ]
=========================================================================
PART I.
ITEM 1. FINANCIAL STATEMENTS
FIRST AMERICAN SCIENTIFIC CORP.
Consolidated Financial Statements
TABLE OF CONTENTS
|
|
|
FINANCIAL STATEMENTS
|
|
|
Consolidated Balance Sheets
|
F-1
|
|
|
Consolidated Statements of Operations and Comprehensive Income (Loss)
|
F-2
|
|
|
Consolidated Statement of Stockholders' Equity
|
F-3
|
|
|
Consolidated Statements of Cash Flows
|
F-4
|
|
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
F-5
|
|
|
-2-
FIRST AMERICAN SCIENTIFIC CORP.
CONSOLIDATED BALANCE SHEETS
|
|
|
|
September 30,
|
|
|
June 30,
|
|
|
|
2004
|
|
|
2004
|
|
ASSETS
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
Cash
|
$
|
17,081
|
|
$
|
59,822
|
|
|
Accounts receivable, net of allowance
|
|
38,938
|
|
|
78,626
|
|
|
Prepaid expenses and other assets
|
|
11,178
|
|
|
16,867
|
|
|
Inventory
|
|
177,875
|
|
|
190,442
|
|
|
|
|
TOTAL CURRENT ASSETS
|
|
245,072
|
|
|
345,757
|
|
|
|
|
|
|
|
|
PROPERTY AND EQUIPMENT
|
|
|
|
|
|
|
|
Property and equipment
|
|
171,629
|
|
|
170,785
|
|
|
Less: Accumulated depreciation
|
|
(93,866)
|
|
|
(85,651)
|
|
|
|
|
TOTAL PROPERTY AND EQUIPMENT
|
|
77,763
|
|
|
85,134
|
|
|
|
|
|
|
|
|
OTHER ASSETS
|
|
|
|
|
|
|
|
Technology rights, net of amortization
|
|
993,992
|
|
|
1,025,742
|
|
|
Patents and manufacturing rights, net of amortization
|
|
156,220
|
|
|
160,394
|
|
|
Deposits
|
|
71
|
|
|
71
|
|
|
|
|
TOTAL OTHER ASSETS
|
|
1,150,283
|
|
|
1,186,207
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
$
|
1,473,118
|
|
$
|
1,617,098
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
$
|
70,334
|
|
$
|
77,618
|
|
|
Deposit on sale of equipment
|
|
|
|
|
|
|
|
|
|
TOTAL CURRENT LIABILITIES
|
|
70,334
|
|
|
77,618
|
|
|
|
|
|
|
|
|
LONG-TERM LIABILITIES
|
|
|
|
|
|
|
|
Notes and wages payable to related parties
|
|
182,690
|
|
|
230,584
|
|
|
|
|
TOTAL LONG-TERM LIABILITIES
|
|
182,690
|
|
|
230,584
|
|
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENCIES
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
Common stock - $.001 par value,
|
|
|
|
|
|
|
|
|
200,000,000 shares authorized; 171,313,865 and 169,564,976
|
|
|
|
|
|
|
|
|
shares issued and outstanding, respectively
|
|
171,314
|
|
|
169,565
|
|
|
Additional paid-in capital
|
|
12,070,467
|
|
|
11,972,976
|
|
|
Stock options
|
|
254,291
|
|
|
254,291
|
|
|
Accumulated deficit
|
|
(11,267,209)
|
|
|
(11,077,014)
|
|
|
Accumulated other comprehensive loss
|
|
(8,769)
|
|
|
(10,922)
|
|
|
|
|
TOTAL STOCKHOLDERS' EQUITY
|
|
1,220,094
|
|
|
1,308,896
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
1,473,118
|
|
$
|
1,617,098
|
See accompanying condensed notes to interim financial statements.
F-1
-3-
FIRST AMERICAN SCIENTIFIC CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
|
|
|
|
Three Months Ended
September 30,
|
|
|
|
2004
|
|
|
2003
|
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
REVENUES
|
$
|
147,646
|
|
$
|
13,653
|
|
|
|
|
|
|
|
|
COST OF SALES
|
|
70,221
|
|
|
-
|
|
|
|
|
|
|
|
|
GROSS PROFIT
|
|
77,425
|
|
|
13,653
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
Advertising
|
|
821
|
|
|
-
|
|
|
Amortization and depreciation
|
|
44,510
|
|
|
62,462
|
|
|
Professional services
|
|
68,800
|
|
|
18,288
|
|
|
Wages and benefits
|
|
100,874
|
|
|
211,778
|
|
|
Commissions
|
|
9,240
|
|
|
-
|
|
|
Research and development
|
|
2,885
|
|
|
24,044
|
|
|
General and administration
|
|
40,490
|
|
|
141,419
|
|
|
|
Total Operating Expenses
|
|
267,620
|
|
|
457,991
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE INCOME TAXES
|
|
(190,195)
|
|
|
(444,338)
|
|
|
|
|
|
|
|
|
INCOME TAXES
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS) BEFORE ALLOCATION TO MINORITY INTEREST
|
|
(190,195)
|
|
|
(444,338)
|
|
|
|
|
|
|
|
|
ALLOCATION OF LOSS TO MINORITY INTEREST
|
|
-
|
|
|
56,818
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS)
|
|
(190,195)
|
|
|
(387,520)
|
|
|
|
|
|
|
|
|
OTHER COMPREHENSIVE INCOME (LOSS)
|
|
|
|
|
|
|
|
Foreign currency translation gain (loss)
|
|
2,153
|
|
|
(1,097)
|
|
|
|
|
|
|
|
|
COMPREHENSIVE NET INCOME (LOSS)
|
$
|
(188,042)
|
|
$
|
(388,617)
|
|
|
|
|
|
|
|
|
|
NET LOSS PER COMMON SHARE,
|
|
|
|
|
|
|
|
|
BASIC AND DILUTED
|
$
|
nil
|
|
$
|
nil
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
|
|
|
|
|
|
|
|
|
OUTSTANDING, BASIC AND DILUTED
|
|
170,370,532
|
|
|
154,943,310
|
See accompanying condensed notes to interim financial statements.
F-2
-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, July 1, 2003
|
|
152,646,376
|
|
$
|
152,646
|
|
$
|
11,200,120
|
|
$
|
204,831
|
|
$
|
(10,190,326)
|
|
$
|
(5,798)
|
|
$
|
1,361,473
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for cash at $0.04 per share
|
|
800,000
|
|
|
800
|
|
|
45,200
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
46,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options issued for expenses, compensation &
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
consulting
|
|
-
|
|
|
-
|
|
|
-
|
|
|
83,060
|
|
|
-
|
|
|
-
|
|
|
83,060
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued and exercise of options for
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
services at $0.04 per share
|
|
6,560,000
|
|
|
6,560
|
|
|
260,380
|
|
|
(12,600)
|
|
|
-
|
|
|
-
|
|
|
254,340
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued as repayment of debt
|
|
400,000
|
|
|
400
|
|
|
39,600
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
40,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for services at $0.048 per
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
share
|
|
455,000
|
|
|
455
|
|
|
20,410
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
20,865
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for services at $0.05 per
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
share
|
|
1,850,000
|
|
|
1,850
|
|
|
90,650
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
92,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued and options exercised as
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
compensation at $0.04 per share
|
|
6,213,600
|
|
|
6,214
|
|
|
287,256
|
|
|
(21,000)
|
|
|
-
|
|
|
-
|
|
|
272,470
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for rent expense at $0.05
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
per share
|
|
340,000
|
|
|
340
|
|
|
14,660
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
15,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued in payment of financing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
expense at $0.05 per share
|
|
300,000
|
|
|
300
|
|
|
14,700
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
15,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation loss
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(5,124)
|
|
|
(5,124)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year ended June 30, 2004
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(886,688)
|
|
|
-
|
|
|
(886,688)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2004
|
|
169,564,976
|
|
|
169,565
|
|
|
11,972,976
|
|
|
254,291
|
|
|
(11,077,014)
|
|
|
(10,922)
|
|
|
1,308,896
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for cash at approximately $0.07 per share
|
|
138,889
|
|
|
139
|
|
|
9,861
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
10,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for compensation and other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
services at prices ranging from approximately to
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$0.04 to $0.06 per share
|
|
1,610,000
|
|
|
1,610
|
|
|
87,630
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
89,240
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation loss
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
2,153
|
|
|
2,153
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the period ended September 30, 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(unaudited)
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(190,195)
|
|
|
-
|
|
|
(190,195)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, September 30, 2004 (unaudited)
|
|
171,313,865
|
|
$
|
171,314
|
|
$
|
12,070,467
|
|
$
|
254,291
|
|
$
|
(11,267,209)
|
|
$
|
(8,769)
|
|
$
|
1,220,094
|
See accompanying condensed notes to interim financial statements.
F-3
-5-
FIRST AMERICAN SCIENTIFIC CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
|
Three Months Ended
September 30,
|
|
|
|
2004
|
|
|
2003
|
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
CASH FLOWS PROVIDED (USED) IN OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
Net loss
|
$
|
(190,195)
|
|
$
|
(387,520)
|
|
|
Loss allocated to minority interest
|
|
-
|
|
|
(56,818)
|
|
|
|
|
(190,195)
|
|
|
(444,338)
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
44,510
|
|
|
62,462
|
|
|
Stock issued for services and compensation
|
|
89,240
|
|
|
118,180
|
|
|
Stock issued for expenses
|
|
-
|
|
|
27,000
|
|
|
Stock issued for services and current debt
|
|
-
|
|
|
11,340
|
|
|
Adjustments to reconcile net loss to net cash
|
|
|
|
|
|
|
|
|
used by operations:
|
|
|
|
|
|
|
|
|
Decrease (increase) in accounts receivable
|
|
39,688
|
|
|
2,301
|
|
|
|
Decrease (increase) in taxes and tax credits
|
|
-
|
|
|
(24,423)
|
|
|
|
Decrease (increase) in inventory
|
|
12,567
|
|
|
-
|
|
|
|
Decrease (increase) in deposits and prepaid expenses
|
|
5,689
|
|
|
(153)
|
|
|
|
(Decrease) increase in accounts payable
|
|
(7,284)
|
|
|
102,841
|
|
|
|
(Decrease) increase in accounts payable, related party
|
|
-
|
|
|
53,623
|
|
Net cash (used) in operating activities
|
|
(5,785)
|
|
|
(91,167)
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS PROVIDED (USED) IN INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
Purchase of plant and equipment
|
|
(844)
|
|
|
-
|
|
Net cash provided by investing activities
|
|
(844)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS PROVIDED (USED) IN FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
Proceeds from stock transactions
|
|
10,000
|
|
|
|
|
|
|
Notes payable, related parties
|
|
(47,894)
|
|
|
43,882
|
|
Net cash provided (used) by financing activities
|
|
(37,894)
|
|
|
43,882
|
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE (DECREASE) IN CASH
|
|
(44,523)
|
|
|
(47,285)
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss)
|
|
1,782
|
& |