UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-KSB/A-1

 

[ x ]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended June 30, 2003.

[   ] 

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

 

For the transition period from

 

Commission file number 000-27094

 

FIRST AMERICAN SCIENTIFIC CORP.

(Name of small business issuer in its charter)

 

Nevada

State or other jurisdiction of incorporation or organization         

 88-0338315

(I.R.S. Employer Identification No.)

 

811 - 100 Park Royal South

West Vancouver, British Columbia

Canada   V7T 1A2

(Address of principal executive offices, including postal code.)

 

(604) 913-9035

(Registrant's telephone number, including area code)

 

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 [  ]

 

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by referenced in Part III of this Form 10-KSB or any amendment to this Form 10-KSB [   ]

 

State issuer's revenues for its most fiscal year June 30, 2003:  $200,834

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of September 24, 2003: $7,782,300


 

State the number of shares outstanding of each of the issuer's classes of common equity, as of September 26, 2003: 155,809,976

 

We make forward-looking statements in this document. Our forward-looking statements are subject to risks and uncertainties. You should note that many factors, some of which are described in this section or discussed elsewhere in this document, could affect our company in the future and could cause our results to differ materially from those expressed in our forward-looking statements. Forward-looking statements include those regarding our goals, beliefs, plans or current expectations and other statements regarding matters that are not historical facts. For example, when we use the words "believe," "expect," "anticipate" or similar expressions, we are making forward-looking statements. We are not required to release publicly the results of any revisions to these forward-looking statements we may make to reflect future events or circumstances.


 

PART I

 

Item 1.   DESCRIPTION OF BUSINESS

 

General

 

            FIRST AMERICAN SCIENTIFIC CORP. (the "Company") was incorporated under the laws of Nevada on April 12, 1995. The Company owns the patented kinetic disintegration system called the KDS Micronex System and two additional process patents using the equipment. One other process patent application is pending. The System consists of an electrically powered disintegration/drying chamber and feeding system that utilizes kinetic energy and standing sound waves to pulverize various waste materials such as biomass (wood waste), pulp sludge, animal waste, food waste, rubber, glass, and other feed stocks into valuable, fine, dry, talcum-like powders that can be used as a combustible fuel or a high  nutrient fertilizer. The goal of the Company is to identify and develop commercially viable “waste to resources” industrial applications for the KDS System, then market, manufacture, and sell, lease and/or license it to end users in the forest and pulp and paper industries, in agriculture, in recycling, and others.

 

Applications

 

1.         Biomass to Green Energy

The Company's research and testing to date indicates that the highest potential use for the equipment is found in pulverizing and drying (micronizing) biomass (wood waste) into a fine, dry combustible fuel that can be incinerated in specialized burners to create BTUs (heat energy), which, in turn, can be converted to electrical power through conventional means. For biomass, the critical value of the process is its ability to act as an industrial dryer which can extract water from wood at below boiling temperature at a significantly lower cost than through other conventional methods.

 

To this end, the Company has designed a complete system that will economically convert waste horse bedding (sawdust and manure) into electrical energy by creating and burning the micronized powder in combination with conventional boilers and power generating systems. The design will also accommodate any type of waste biomass as a feedstock, making it suitable for any operation which produces large quantities of waste biomass, such as racetracks, farming operations, poultry operations, sawmills, or furniture factories and others where feedstock is less than 60% moisture content.

 

2.         Pulp Sludge

The Company has also processed wet (80% moisture) pulp sludge, and believes that potential exists in converting waste pulp sludge to a dry, fibre-like powder and releasing the kaolin clay concurrently, then burning to create BTUs which are recycled back into the paper making process as heat and/or electrical power. This could reduce energy costs, disposal costs, and environmental problems in the pulp and paper industry. Trials are now underway at Atlantic Packaging Ltd’s pulp mill in Whitby, Ontario.

 


3.         Animal waste/sewage/food waste

When micronizing animal manures, the system has proven its ability to kill 99% of all pathogens and coliforms during processing earning it an EPA rating as a pesticide device with registered establishment number 73753 CAN - 001 granted to the Company in January 2001. This "cleansing" of these types of waste products could bring large animal and poultry producers into compliance with EPA regulations as well as creating nutrient rich "clean" end products suitable for recycling as fertilizer.

 

When micronizing a mixture of food waste, wood waste and chicken manure, a fine, dry, pathogen-free dry powder is produced which is suitable as a high nutrient fertilizer base, as a filler, or, depending on the content, as cattle feed.

 

4.         Commination of mineral rock

When micronizing mineral rock, the process reduces the rock to a consistent fine dry powder as small as -600 mesh which has proven sufficient to separate and release precious and heavy metals mechanically without the use of chemicals. Development work continues to increase the durability of the equipment to withstand the heavy wear imposed when processing hard rock. Although the process has proven to be 97% efficient, commercially viable processing volumes have not yet been achieved. This process has now been patented.

 

5.         Re-cycling scrap rubber 

When micronizing rubber, a cryogenic cooling process can facilitate the recycling of scrap rubber by pre-freezing it in a cooling chamber and injecting it through a pneumatic feed system into a pulverizing chamber. The method has proven that the KDS system can pulverize (shatter) rubber into a fine mesh suitable for re-cycling as a base material for other rubber based products. Commercially viable quantities are not yet proven. This process has now been patented.

 

6.         Recycling Glass

When micronizing glass,  the process reduces it to a consistent fine dry powder as small as 20 microns which has proven valuable as a strengthener in asphalt, concrete and ceramics.

 

The KDS Equipment

 

            The KDS uses a patented high speed rotary action to create sufficient kinetic energy to pulverize and dry (micronize) raw materials that are introduced into the chamber without cutting.

 

            The KDS machine weighs approximately five tons and measures sixteen feet high, by ten feet long by eight feet wide. It is powered by a 150 or 250 hp main drive electric motor and uses 5 smaller ancillary motors to move product though the chamber and out through the taurus. The feed material is typically one inch in diameter and carried by a pneumatic lift or conveyor and material grading system, passing through the KDS system at various rates, dependent up product size, moisture content and hardness. The life span of the KDS machine is greater than ten (10) years and requires ongoing service and replacement of consumables on a daily basis. Maintenance is minimal and requires less than thirty minutes per day and twenty-four hour servicing twice a year.

 


Patents

 

Device and Method for Comminution - US Patent #6,024,307  -  (issued)

 

            A patent was issued for the KDS as for a "device for comminution" on November 24, 1998, and its U.S. patent number is 6,024,307 with additional patent applications filed in Australia, Europe (EEC), Finland, France, Germany, Ireland, Italy, Mexico, New Zealand, Spain, Sweden, Switzerland, and the United Kingdom. As of the date hereof, patents have been issued in the United States.

 

Cryogenic Comminution of Rubber  -  Apn # 3918-0142P  -  (patent allowed)

 

            On April 20, 2001, the Company filed a patent application in the United States to protect its research into developing a process for cryogenically freezing non-tire scrap rubber and processing in into a micro-fine powder using the KDS equipment. This application has now been allowed.  Patent allowed is one which has been approved for issuance subject to the payment of US$650.00

 

Method of Recovery of Precious Metal and Heavy Minerals -  Apn # 125538 - (patent allowed)

 

            On May 4, 2001, the Company filed a patent application in the United States to protect its research into developing a process for disintegrating and separating precious metal from hard rock without the use of chemicals. This application has now been allowed.  Patent allowed is one which has been approved for issuance subject to the payment of US$650.00

 

Method and apparatus for Recovery of Fuel and Clay from Biomass  -  (pending)

 

            In November 2002, the Company filed a provisional patent application in the United States to protect its research for the processing wet biomass through the KDS equipment.  This application is pending.

 

Research and Testing

 

            The Company continues research with various materials to improve operating efficiencies; increase volume throughput to economically viable levels; and identify markets where profitable operation of the equipment can be achieved. Of particular interest is adapting the equipment to dry out heavily moisture laden materials such as biomass from the forest industry, and pulp sludge. In this regard, testing is being carried out in Vancouver, British Columbia, in Montreal and Whitby, Ontario by Alternative Green Energy Systems, Inc (“AGES”). Significant progress has been made converting biomass to a fine dry fuel which can be combusted in the dust burning system. Progress has been made processing pulp sludge at the Atlantic Packaging installation. Further testing of hardened beater bar systems with various coatings and alloys for added strength and longevity to withstand the impact when processing hard rock is continuing, as well as tests for the dewatering of food waste, and grinding of other materials. All research on rubber processing has been discontinued until a suitable research partner can be identified. While some results have been very promising, there is no assurance that any operations will ever be initiated as a result of these tests. Further, the Company still has no firm contracts with anyone to buy the KDS System or buy, sell or dispose of any waste products or powders processed by the equipment.

 

Government/Environment Regulation

 

            The Company is subject to various federal, provincial and local environmental laws and regulations. Management believes that the Company’s operations currently comply in all material respects with applicable laws and regulations. Management believes the trend in environmental litigation and regulation is toward stricter standards, and that these stricter standards may result in higher costs for the Company and its competitors. Such changes in the laws and regulations may require the Company to make additional capital expenditures which, while not presently estimable with certainty, are not presently expected to be material. Costs for environmental compliance and waste disposal have not been material in the past.

 

Manufacturing

 

            Manufacturing of the KDS is contracted out to Vancouver Blower and Sheet Metal Fabrication Limited (VBS) in Vancouver, British Columbia. When needed, the Company will contract will VBS to construct a machine. Two other backup manufacturers have been identified should demand increase beyond the capacity of VBS or if VBS is unwilling or unable to manufacture the KDS machine. Since the Company’s inception, the Company has manufactured twelve KDS machines and sold five.

 

Licenses

 

            On June 22, 1995, the Company entered into a license agreement with Spectrasonic Corp. (hereinafter "Spectrasonic"), a related party, for the worldwide license to its unpatented KDS for use in rubber and glass recycling and disposal, for a period of ninety-nine years. The purchase price of this license and one KDS machine was $550,000, with license rights valued at $250,000. Since then, modifications were made to the first KDS machine, bringing its total cost to $440,740. This machine was transferred to the Company's subsidiary, First American Power Corp., at its book value of $55,669.

 

            On February 22, 1996, the Company entered into an additional license agreement with Spectrasonic for the worldwide license to its unpatented Ultrasound Equipment for exclusive use in gypsum disintegration, disposal, recycling, remanufacturing or manufacturing of used or new raw materials. The purchase price of this license and one KDS machine for gypsum-related use was $775,000, with the parties agreeing that the technology license was valued at $425,000 and the gypsum KDS machine was valued at $350,000. During the year ended June 30, 2002, this machine was impaired and moved to inventory and sold for $150,000.

 

            On May 17, 1996, the Company executed another agreement with Spectrasonic for the worldwide licenses to equipment (as yet unpatented) developed by Spectrasonic for use in disintegration, disposal, recycling, remanufacturing or manufacturing "any and all kinds of materials" for a period of ninety-nine years. The purchase price of this license was $1,047,000, which the Company paid by issuing to Spectrasonic 5,500,000 shares of First American common stock (with an aggregate deemed value of $802,000) and paid $168,000 in varying installment amounts between September 30, 1996 and January 2, 1997. The Company recognized $77,000 in forgiveness of debt, which has been recorded as additional paid-in capital.

 

            On July 2, 1997, the Company finalized negotiations with Spectrasonic to purchase all patents to be issued or pending, including all data pertaining to the patent process with respect to the KDS. Final payment to Spectrasonic of 1,000,000 common shares of the Company's stock valued at $0.25 per share was made on December 1, 1999 when unencumbered title to the patents passed to the Company.

 

 

class=Section3>

            In February 2003, the Company licensed biomass and pulp sludge applications to AGES on a conditional basis.  AGES has until February 21, 2004 to meet those conditions. Under the license agreement, the Company retains ownership of all patents for the KDS technology, and owns all the research conducted by AGES. To perfect its license, AGES must sell two machines, one machine in each industry, biomass and pulp sludge, and pay US$100,000 for the one machine delivered. However, until a unit is sold for either purpose contemplated in the agreement and payment of US$100,000 is received by the Company, the license agreement is not perfected.

 

Summary of Agreements

 

Green Leaf Fibre Company Ltd (Ireland)

 

            In 1998, the Company entered into a research agreement with Green Leaf Fibre Company Ltd. of Northern Ireland and continued its research into sludge and animal waste processing at GLF's research site. The project was funded by Green Leaf and the Irish government under the Radian Award Program. Some progress was made with animal waste and with rubber, but not sufficient to meet economical viability.  As of the date of this report, this project has terminated and the KDS is now being stored in a warehouse in Castleblaney, Ireland.

 

Organic Waste Returns Inc (Ireland)

 

            In March 2002, we announced an agreement for the sale of two systems to Organic Waste Returns Inc., in Ireland. The first machine was delivered but not put into operation pending upgrades. Upgrades were made to a second machine in Vancouver. To date the second machine has not been delivered, and the first machine has not been put into production. We delayed delivery when it became apparent that the purchaser was unable to raise sufficient funds to meet final payment under the agreement. This sale did not close as the purchaser subsequently advised us that they were unable to raise sufficient funds to complete the project. 

 

Hollywood Park Racetrack

 

            In June 2002 our subsidiary AGES, received a request to prepare a detailed proposal to install a turnkey power generating system for Hollywood Park Racetrack of Inglewood California which would be fueled by horse manure processed through our KDS system. The preliminary report was successfully presented in August 2002, and the final quotation was presented in November 2002. Hollywood Park is currently considering our proposal and a decision is expected this fall.  This proposal has now been extended to cover Calder Race Course in Florida.  Both tracks are owned by Churchill Downs Inc.

 


Vancouver Island Recycling Corp.

 

            In December 2002, Vancouver Island Recycling purchased three used machines.  The machines have been delivered and Vancouver Island Recycling Corp. has paid CDN$260,000 in full for the machines. The machines are being set-up by the customer in its glass recycling operations on Vancouver Island.

 

Beaupre Explorations Ltd

 

            In August 2000, the Company entered into an agreement with Beau Pre Explorations Ltd, a Canadian mining company, to process ore from their mine through a KDS. Preliminary work to increase durability of chain system to handle hard rock was required. The Company hired Robert Salter Ph.D. to develop a new impact system, to protect the process with a new patent, and if successful, implement the program on Beaupre's mineral claims on Valentine Mountain. The re-design and patent process was completed with patent pending status obtained in May 2001, and testing continued throughout the summer of 2001. The patent was allowed on September 4, 2003.

 

Honeywell Inc.

 

            In March 2001, the Company signed a letter of interest with Honeywell to determine how the KDS could fit into Honeywell's overall business plans for creation of energy from alternative green fuel sources. To date some work has been done with product provided by Honeywell's clients and initial tests have proven the systems ability to produce a useable end product, but not at sufficient volumes to be economically viable. Last year we announced our discussions with Honeywell had been put on hold pending more accurate scientific analysis of our process and completion of cost/benefit feasibility analysis. Upon completion of either the Hollywood Park or the Atlantic projects, we hope that we can re-open these discussions based on the latest available results. We believe the technical analysis and result from the Hollywood Park study and other research is now adequate to meet some of the concerns raised by Honeywell in their expression of interest last year. We expect to re-visit the Honeywell proposal once the racetrack or pulp sludge facility can produce long term test results.

 

Mikuniya Environmental Management Systems (EMSI)

 

            Last year, we made two visits to Japan to present our equipment to interested purchasers. As a result, on December 5, 2002, we signed a one year agreement with Mikuniya Environmental Management Systems Institute Inc of Tokyo, Japan to represent the Company in developing a market for its KDS equipment in Japan. Subsequent to the date of these statements, in January 2003, we hosted a delegation of five Japanese companies who have expressed serious interest in importing our equipment to Japan. Serious discussion are ongoing with two of these companies, however, to date, no sales have closed. 

 


Alternative Green Energy Systems Inc.

 

            In October 2001, the Company signed an agreement with Thermix Combustion Systems Inc, a designer and manufacturer of computer controlled dust burning furnaces and systems. Under the agreement, the Company and Thermix Combustion combined their respective technologies for micronizing and burning wood waste/powder and jointly formed a corporation named the Alternative Green Energy Systems Inc. ("AGES"). AGES goal is adapt the KDS system to create a continuous flow of suitable micronized hog fuel/ wood dust that will be used as a fuel for Thermix's specialized dust burners.

 

            In January 2002, a KDS machine was shipped to Montreal where it has been redesigned and enhanced to adapt to processing biomass and pulp sludge. Subsequently, in March 2003, it was moved to Atlantic Packaging in Whitby, Ontario on approval for live trials.  Trials are still underway.

 

            In February 2002, AGES signed an agreement with Hydro Quebec Capitech Inc. wherein Hydro Quebec Capitech agreed to invest CDN$1,000,000 equity in AGES's for research and development.  The initial payment of CDN$600,000 was received in March 2002 and the balance of CDN$400,000 was received in March 2003.

 

            Under the license agreement with AGES, the Company retains ownership of all patents for the KDS technology, and owns to all the research conducted by AGES. To perfect its license agreement with the Company, AGES must sell two machines, one machine in each industry, biomass and pulp sludge, and pay $100,000 for the KDS machine that was delivered in January 2002. Until a unit is sold for each purpose contemplated in the agreement and payment of US$100,000 is paid by AGES to the Company, the license agreement is not perfected.

 

            Until these conditions are met, the Company remains in control of the venture because of the contractual agreement. When these conditions are met, the Company becomes a minority shareholder, and no longer controls AGES.

 

            In February 2003, the Company deferred payment of the US$100,000 from AGES for one additional year until February 21, 2004.

 

Market

 

            The KDS machine is viable for softer industrial rock, such as gypsum and zeolite, and dry wood chips or chicken manure (embedded in dry sawdust), biomass at moisture levels below 60%. The Company continues to research and seek potential markets where operation of the equipment is economically viable. Research work continues looking for solutions to increase throughput on various types of products. Each situation presents unique hurdles to be overcome. In the case of rubber, feedstock becomes elastic with rise in temperature and must be pre-frozen before processing to maintain efficient shattering. In the case of biomass and pulp sludge, the product must not exceed 60% moisture content to avoid clogging of the equipment. In the case of minerals rock, chains must be replaced with hardened steel bars to avoid rapid wear and breakage. In the case of human and animal waste, a de-watering is required prior to processing. Until these adaptations are successfully researched and implemented, there is no certainty that the equipment will be accepted by the market place for economically processing these materials.

 

Competition

 

            The Company has competition from other producers of microfine powders, most of who have greater financial resources than the Company. The Company believes its system is more cost effective than its competitors.

 

Company Facilities

 

            The Company's corporate offices are located at 811 - 100 Park Royal, West Vancouver, British Columbia, Canada, V7T 1A2 and the Company's sales and demonstration site moved to 6473 64th Street, Delta, British Columbia, Canada V4K 4E2. The phone numbers are (604) 913-9035 and (604) 940-6220, respectively. Fax numbers are (604) 925-1118 and (604) 940-6221.

 

Subsidiaries and other equity positions

 

Alternative Green Energy Systems Inc (AGES) - 40 % owned

 

            The Company owns 40% of the outstanding shares of common stock of Alternative Green Energy Systems Inc., a Canadian federally incorporated corporation ("AGES").

 

First American Power Corp. -  100 % owned

 

            The Company owns 100% of the outstanding shares of common stock of First American Power Corp. ("FAPC"). FAPC was formed for the purpose of providing research and development services exclusively to the Company that are eligible for Canadian research and development credits.

 

VMH VideoMovieHouse.com Inc - 0% owned as of September 1, 2002

 

            On September 1, 2002, the Company spun off its wholly owned subsidiary VMH VideoMovieHouse.com Inc ("VMH") a British Columbia corporation, to holders of the Company's common stock on June 30, 2002. Each Company shareholder received one share of VMH's common stock for each ten shares of the Company's common stock held on June 30, 2002. The Company shareholders did not receive cash in lieu of fractional shares, but fractional shares were rounded up to the next whole share. The Company has no further involvement with VMH.

 

Pending Contracts

 

Atlantic Packaging Ltd

 

            During the quarter ended December 31, 2002, AGES entered into a contingent sales agreement and delivered one machine to Atlantic Packaging Ltd. in which it gave a six-month trial period of the KDS machine. The trial period has been extended to the end of September 2003.  This contingent sale has not been recognized in the accompanying financial statements as the terms of the contract have not yet been satisfied and the machine could be returned to us.

 

 

Employees

 

            The Company currently has six full-time employees, including Messrs. Nichols and Kantonen members of the board of directors, and retains outside consultants when necessary.

 

Other

 

            During the fiscal period ending June 30, 2003, the Company settled various accounts owing by issuance of common stock.

 

Risk Factors

 

            1.   Going Concern Opinion. At this time, the Company cannot be sure that it will be successful in its operations. Therefore the Company's independent certified public accountants have issued an opinion that there is substantial doubt about the Company's ability to continue in business as a going concern.

 

            2.   Development and Market Acceptance of New Products. The Company's success and growth will depend upon its ability to improve and market its KDS machines and KDS processes and to successfully develop, and generate revenues from its processes. To date the Company has been unable to achieve the foregoing.

 

            3.   Liquidity; Need for Additional Financing. The Company believes that it will need additional cash during the next twelve months. If the Company is unable to generate a positive cash flow before its cash is depleted, it will need to seek additional capital. There is no assurance that the Company will be able to obtain additional capital if required, or obtain the capital on terms and conditions acceptable to it. The Company is currently suffering from a lack of liquidity although its current obligations are not significant, in spite of this, the Company continues its sales efforts while it continuously seeks out additional capital. The Company's auditors have also issued a going concern opinion.

 

            4.   Dependence on Suppliers. The Company relies on a number of suppliers to provide certain raw materials for its products. The interruption of certain sources of supply or the failure to adapt materials to the Company's changing technological requirements could disrupt the Company's ability to manufacture products or cause the Company to incur costs associated with the development of alternative sources, either of which could adversely affect the Company's financial performance.

 

            5.   Technology Risk. All manufacturers, including the Company, utilize different applications of known technology. Should a competitor develop a technology breakthrough that cannot be adapted to the Company's systems or develop a more effective application of existing technology, the KDS and its processes would be at risk of becoming obsolete.

 

            6.   Competition. Most of the competition are companies with substantially greater financial, technical and marketing resources than the Company. If the market for the KDS or its process are established, the Company expects that additional competition will emerge and that existing competitors may commit more resources to those markets.

 

 

            7.   Issuance of Additional Shares. At June 30, 2003, there were 152,646,376 shares of common stock or 76.3% of the 200,000,000 authorized shares of Common Stock of the Company outstanding and 47,353,624 shares remain unissued. The Board of Directors has the power to issue such shares, subject to shareholder approval, in some instances. Although the Company presently has no commitments, contracts, or intentions to issue any additional shares to other persons, other than in the exercise of options, the Company may in the future attempt to issue shares to acquire products, equipment, or properties, or for other corporate purposes. Any additional issuance by the Company, from its authorized but unissued shares, would have the effect of diluting the interest of existing shareholders.

 

            8.   Indemnification of Officers and Directors for Securities Liabilities. The Articles of Incorporation of the Company provide that any Director, Officer, agent and /or employee will be indemnified as to those liabilities and on those terms and conditions as are specified in the Company Act of the State of Nevada. Further, the Company may purchase and maintain insurance on behalf of any such persons whether or not the Corporation would have the power to indemnify such person against the liability insured against. The foregoing could result in substantial expenditures by the Company and prevent any recovery from such Officers, Directors, agents and employees for losses incurred by the Company as a result of their actions. Further, the Company has been advised that in the opinion of the Securities and Exchange Commission, indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable.

 

            9.   Cumulative Voting, Preemptive Rights and Control. There are no preemptive rights in connection with the Company's Common Stock. Shareholders may be further diluted in their percentage ownership of the Company in the event additional shares are issued by the Company in the future. Cumulative voting in the election of Directors is not provided for. Accordingly, the holders of a majority of the shares of Common Stock, present in person or by proxy, will be able to elect all of the Company's Board of Directors.

 

            10.   No Dividends Anticipated. At the present time the Company does not anticipate paying dividends, cash or otherwise, on its Common Stock in the foreseeable future. Future dividends will depend on earnings, if any, of the Company, its financial requirements and other factors.

 

            11.   Lack of Market Research. The Company has neither conducted nor has the Company engaged other entities to conduct market research such that management has assurance market demand exists for the transactions contemplated by the Company. 

 

            12.   Product Liability. The Company could incur liability for product defects, which result in damage from the use of its equipment and products. Any such claims, if successful, could result in substantial losses to the Company.

 

            13.   No Insurance Coverage. The Company, like other companies in its industry, is finding it increasingly difficult to obtain adequate insurance coverage against possible liabilities that may be incurred in conducting its business activities. At present, the Company has not secured any liability insurance. The Company has potential liability from its general business activities, and accordingly, it could be rendered insolvent by serious error omission.

 

 

            14.   Non-arms Length Transactions and Conflicts of Interest. The Company has engaged in transactions with its Officers, Directors and principal shareholders. Such transactions may be considered as not having occurred at arms length. The Company will be engaged in transactions with management and others involving conflicts of interest, including conflicts on salaries and other payments to such parties.

 

            15.   Reliance Upon Current Management. The Company's current operations and future success are greatly dependent upon the participation of its officers, Cal Kantonen and Brian Nichols. 

 

            16.   Lack of Key Man Insurance. The Company has not obtained key man life insurance on the life of its officers and directors. The death or unavailability of any one of them could have a material adverse impact on the operation of the Company.

 

 

ITEM 2.   DESCRIPTION OF PROPERTIES

 

            The Company owns no real property. It leases a 300 square feet of office space at 811 - 100 Park Royal, West Vancouver, West Vancouver, British Columbia V6T 1A2. The office is leased from Smythe Ratcliffe, Chartered Accountants, on an annual basis. The rent is US$1,100 per month which has been pre-paid until March 2004.

 

            In July 2003, the Company leased a new sales office at 6473 64 th Street, Delta, British Columbia, Canada containing 900 square feet plus a 1000 sq ft covered area for the KDS equipment. The sales office is sub-leased from Aquadine Industries Ltd under a two year sub-lease agreement. The monthly rental is US$700 which has been pre-paid for two years.

 

            The Company owns seven KDS machines. One machine is being stored in Northern Ireland. Three machines are located at Vancouver Blower as inventory. One machine is located at the new Delta demonstrations center and is being used as test and demonstration machine. One machine was delivered to Sooke, British Columbia, Canada as part of the Beau Pre mining joint venture, and one machine was delivered to at Atlantic Packaging Ltd in Whitby, Ontario, Canada by AGES on a trial basis.

 

            The Company had other fixed assets located in California. The net book value of these assets was US$112,176 and consisted of bagging equipment, hoppers, electrical paneling, site preparation, paving, construction of building, and general storage bins. At June 30, 2002, these were totally impaired. The Company has office furniture and equipment costing $47,874 located in Delta British Columbia, Canada and West Vancouver, British Columbia, Canada.

 

            The Company’s registered office is # 700 – 101 Convention Center Drive, Las Vegas, Nevada 89109.

 

 

ITEM 3.   LEGAL PROCEEDINGS

 

            The Company is not a party to any pending litigation and none is contemplated or threatened other than as described below:

 

            Ford Motor Credit Company v. First American Scientific Corp. , Kern County Municipal Court, Bakersfield Judicial District, Case No. 148129, filed on October 10, 1998. This complaint seeks $3,549.96, plus attorneys' fees and costs for failure to pay on a lease executed by the Company. No trial date has been set and discovery has been propounded by plaintiff. Management would like to settle this matter prior to trial. Plaintiff has made an offer to settle for $3,549.96, but this offer was not accepted by the Company's management. It is likely that plaintiff will prevail at trial and thus out of court settlement is sought.  As of the date hereof, the case has not been settled.

 

            The Company has a number of other commercial creditors who have the ability to bring actions to recover money due them. Some of these claims will entitle the creditor to attorneys' fees spent in recovering these funds. The Company offered settlements on approximately $24,000 of trade payables which were outstanding for more than five years. None of these creditors have initiated lawsuits or further claims. There are currently no further discussions or actions contemplated concerning these disputed trade payables.

 

 

ITEM 4.   SUBMISSION OR MATTERS TO A VOTE OF SECURITY HOLDERS.

 

            No matters were submitted to a vote of shareholders in the fourth quarter of 2003.

 

 

PART II

 

ITEM 5.          MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS.

 

            The Company's securities are traded over-the-counter on the Bulletin Board operated by the National Association of Securities Dealers, Inc. under the symbol “FASC.” The table shows the high and low bid of the Company's Common Stock for the past two years:

 

Quarter ended

 

High

Low

2001

September 30

December 31

 

0.15

0.16

 

 

0.08

0.05

 

 

 

 

 

 

 

 

 

2002

March 31

June 30

September 30

December 31

 

0.23

0.15

0.085

0.05

 

 

0.10

0.07

0.06

0.085

 

 

 

 

 

 

 

 

 

2003

March 31

June 30

 

0.075

0.07

 

 

0.051

0.034

 

 

            The Company has no outstanding options or warrants, or other securities convertible into, common equity other than as disclosed herein. Of the 155,809,976 shares of common stock outstanding as of September 24, 2003, all are free trading with the exception of 9,048,000 shares  which may only be resold in compliance with Rule 144 of the Securities Act of 1933.

            At September 29, 2003, the Company had 486 shareholders of record of its Common Stock.

 

Dividends

 

            The Company has not declared any cash dividends, nor does it intend to do so. The Company is not subject to any legal restrictions respecting the payment of dividends, except that dividends may not be paid to render the Company insolvent.  Dividend policy will be based on the Company’s cash resources and needs and it is anticipated that all available cash will be needed for the Company’s operations in the foreseeable future.

 

Section 15(g) of the Securities Exchange Act of 1934

 

            The Company's shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser's written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.

 

            Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as "bid" and "offer" quotes, a dealers "spread" and broker/dealer compensation; the broker/dealer compensation, the broker/dealers duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers rights and remedies in causes of fraud in penny stock transactions; and, the NASD's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.

 

Securities authorized for issuance under equity compensation plans

 

            The Company currently has three equity compensation plans.  Prior to 2000, the Company had  three additional stock option plans. All shares which were authorized under those plans have been exhausted.

 

            The 2001 Incentive Stock Option Plan provides for the issuance of stock options for services rendered to the Company.  The board of directors is vested with the power to determine the terms and conditions of the options.  The Plan includes 30,000,000 shares.  To date option to purchase 30,000,000 shares have been granted and all options have been exercised, leaving no shares available for issuance under the Plan.

 


            The 2001A Incentive Stock Option Plan provides for the issuance of stock options for services rendered to the Company.  The board of directors is vested with the power to determine the terms and conditions of the options.  The Plan includes 20,000,000 shares.  To date options to purchase 20,000,000 shares have been granted and all options have been exercised, leaving no shares available for issuance under the Plan.

 

            The 2003 Incentive Stock Option Plan provides for the issuance of stock options for services rendered to us.  The board of directors is vested with the power to determine the terms and conditions of the options.  The Plan includes 10,000,000 shares.  To date options to purchase 6,856,803 shares have been granted, leaving 3,143,197 shares available for issuance under the Plan.

 

 

 

 

 

 

Plan category

 

Number of securities to be issued upon exercise of outstanding options, warrants and rights

(a)

Weighted-average exercise price of outstanding options, warrants and rights

(b)

Number of securities remaining available for future issuance under equity compensation plans (excludi