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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-Q

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

For the quarterly period endedJanuary 31, 2002

Commission File Number0-26670

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NORTH AMERICAN SCIENTIFIC, INC.(Exact name of registrant as specified in its charter)

|Delaware                                                       |  | 51-0366422                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)

20200 Sunburst Street, Chatsworth, CA 91311(Address of principal executive offices)

(818) 734-8600(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.    ý Yes    o No

The
number of shares of Registrant's Common Stock, $.01 par value, outstanding as of February 28, 2002 was 10,188,703 shares.

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NORTH AMERICAN SCIENTIFIC, INC.
Index

|                                                                                                 |                                                                                            | Page
|------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------ | ----
|Part IFinancial Information                                                                     |                                                                                            |     
|Item 1.    Financial Statements                                                                  |                                                                                            |     
|                                                                                                 | Consolidated Balance Sheets as of January 31, 2002 and October 31, 2001                    |     
|                                                                                                 | Consolidated Statements of Income for the three months ended January 31, 2002 and 2001     |     
|                                                                                                 | Consolidated Statements of Cash Flows for the three months ended January 31, 2002 and 2001 |     
|                                                                                                 | Condensed Notes to the Consolidated Financial Statements                                   |     
|Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations |                                                                                            | 9   
|Item 3.    Quantitative and Qualitative Disclosures about Market Risk                            |                                                                                            | 12  
|Part IIOther Information                                                                        |                                                                                            |     
|Item 6.    Exhibits and Reports on Form 8-K                                                      |                                                                                            |     
|                                                                                                 | Exhibits and Reports on Form 8-K                                                           |     
|                                                                                                 |                                                                                            |     

2

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NORTH AMERICAN SCIENTIFIC, INC.
Consolidated Balance Sheets

|                                          |                                                                                                                                                                 | January 31,
2002                           |           | October 31,
2001 |           
|----------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | --------- | ---------------- | ----------
|
|Assets                                    |                                                                                                                                                                 |                                            |           |                  |           
|Current assets                            |                                                                                                                                                                 |                                            |           |                  |           
|                                          | Cash and cash equivalents                                                                                                                                       |                                            | $         | 3,085,000        |           
|                                          | Marketable securities                                                                                                                                           |                                            |           | 51,703,000       |           
|                                          | Accounts receivable, net                                                                                                                                        |                                            |           | 1,617,000        |           
|                                          | Inventories                                                                                                                                                     |                                            |           | 811,000          |           
|                                          | Income taxes receivable                                                                                                                                         |                                            |           | 308,000          |           
|                                          | Deferred income taxes                                                                                                                                           |                                            |           | 316,000          |           
|                                          | Prepaid expenses and other current assets                                                                                                                       |                                            |           | 1,122,000        |           
|                                          |                                                                                                                                                                 |                                            |           |                  |           
|                                          |                                                                                                                                                                 | Total current assets                       |           |                  | 58,962,000
|Equipment and leasehold improvements, net |                                                                                                                                                                 |                                            | 3,477,000 |                  |           
|Goodwill, net                             |                                                                                                                                                                 |                                            | 3,659,000 |                  |           
|Licenses and patents, net                 |                                                                                                                                                                 |                                            | 2,853,000 |                  |           
|Deferred income taxes                     |                                                                                                                                                                 |                                            | 3,825,000 |                  |           
|Other assets                              |                                                                                                                                                                 |                                            | 97,000    |                  |           
|                                          |                                                                                                                                                                 |                                            |           |                  |           
|                                          |                                                                                                                                                                 | Total assets                               |           | $                | 72,873,000
|                                          |                                                                                                                                                                 |                                            |           |                  |           
|Liabilities and Stockholders' Equity      |                                                                                                                                                                 |                                            |           |                  |           
|Current liabilities                       |                                                                                                                                                                 |                                            |           |                  |           
|                                          | Accounts payable                                                                                                                                                |                                            | $         | 1,240,000        |           
|                                          | Accrued expenses                                                                                                                                                |                                            |           | 1,598,000        |           
|                                          |                                                                                                                                                                 |                                            |           |                  |           
|                                          |                                                                                                                                                                 | Total current liabilities                  |           |                  | 2,838,000 
|                                          |                                                                                                                                                                 |                                            |           |                  |           
|Commitments and contingencies             |                                                                                                                                                                 |                                            |           |                  |           
|Stockholders' equity                      |                                                                                                                                                                 |                                            |           |                  |           
|                                          | Preferred stock, $.01 par value, 2,000,000 shares authorized; no shares issued                                                                                  |                                            |           |                 |           
|                                          | Common stock, $.01 par value, 40,000,000 shares authorized; 10,188,703 and 10,163,470 shares issued and outstanding as of January 31, 2002 and October 31, 2001 |                                            |           | 102,000          |           
|                                          | Additional paid-in capital                                                                                                                                      |                                            |           | 73,632,000       |           
|                                          | Accumulated other comprehensive income                                                                                                                          |                                            |           | 62,000           |           
|                                          | Accumulated deficit                                                                                                                                             |                                            |           | (3,761,000       | )         
|                                          |                                                                                                                                                                 |                                            |           |                  |           
|                                          |                                                                                                                                                                 | Total stockholders' equity                 |           |                  | 70,035,000
|                                          |                                                                                                                                                                 |                                            |           |                  |           
|                                          |                                                                                                                                                                 | Total liabilities and stockholders' equity |           | $                | 72,873,000
|                                          |                                                                                                                                                                 |                                            |           |                  |           

See condensed notes to the consolidated financial statements.

3

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NORTH AMERICAN SCIENTIFIC, INC.
Consolidated Statements of Income

|                                                          |         | Three Months Ended
January 31, |          
|--------------------------------------------------------- | ------- | ------------------------------ | ---------
|
|
|Net sales                                                 |         | $                              | 4,936,000
|Cost of goods sold                                        |         |                                | 1,772,000
|                                                          |         |                                |          
|Gross profit                                              |         |                                | 3,164,000
|Selling, general and administrative expenses              |         |                                | 1,224,000
|Research and development                                  |         |                                | 2,230,000
|                                                          |         |                                |          
|Loss from operations                                      |         |                                | (290,000 
|Interest and other income, net                            |         |                                | 490,000  
|                                                          |         |                                |          
|Income (loss) before provision (benefit) for income taxes |         |                                | 200,000  
|Provision (benefit) for income taxes                      |         |                                | 74,000   
|                                                          |         |                                |          
|Net income (loss)                                         |         | $                              | 126,000  
|                                                          |         |                                |          
|Earnings (loss) per share:                                |         |                                |          
|                                                          | Basic   |                                | $        
|                                                          |         |                                |          
|                                                          | Diluted |                                | $        
|                                                          |         |                                |          
|Weighted average number of shares outstanding:            |         |                                |          
|                                                          | Basic   |                                |          
|                                                          |         |                                |          
|                                                          | Diluted |                                |          
|                                                          |         |                                |          

See
condensed notes to the consolidated financial statements.

4

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NORTH AMERICAN SCIENTIFIC, INC.
Consolidated Statements of Cash Flows

|                                                  |                                                                                                    | Three Months Ended
January 31,         |                                  
|------------------------------------------------- | -------------------------------------------------------------------------------------------------- | -------------------------------------- | ---------------------------------
|
|
|Cash flows from operating activities:             |                                                                                                    |                                        |                                  
|                                                  | Net income (loss)                                                                                  |                                        | $                                
|                                                  | Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |                                        |                                  
|                                                  |                                                                                                    | Depreciation and amortization          |                                  
|                                                  |                                                                                                    | Non-cash stock option compensation     |                                  
|                                                  |                                                                                                    | Deferred income tax                    |                                  
|                                                  |                                                                                                    | Changes in assets and liabilities      |                                  
|                                                  |                                                                                                    |                                        | Accounts receivable              
|                                                  |                                                                                                    |                                        | Inventories                      
|                                                  |                                                                                                    |                                        | Prepaid expenses and other assets
|                                                  |                                                                                                    |                                        | Accounts payable                 
|                                                  |                                                                                                    |                                        | Accrued expenses                 
|                                                  |                                                                                                    |                                        | Income taxes                     
|                                                  |                                                                                                    |                                        |                                  
|                                                  |                                                                                                    |                                        |                                  
|                                                  |                                                                                                    |                                        |                                  
|Cash flows from investing activities:             |                                                                                                    |                                        |                                  
|                                                  |                                                                                                    | Net purchases of marketable securities |                                  
|                                                  |                                                                                                    | Notes receivable                       |                                  
|                                                  |                                                                                                    | Capital expenditures                   |                                  
|                                                  |                                                                                                    |                                        |                                  
|                                                  |                                                                                                    |                                        |                                  
|                                                  |                                                                                                    |                                        |                                  
|Cash flows from financing activities:             |                                                                                                    |                                        |                                  
|                                                  | Net proceeds from follow-on offering                                                               |                                        |                                  
|                                                  | Net proceeds from stock options and stock purchase plan                                            |                                        |                                  
|                                                  |                                                                                                    |                                        |                                  
|                                                  |                                                                                                    |                                        |                                  
|                                                  |                                                                                                    |                                        |                                  
|Net increase in cash and cash equivalents         |                                                                                                    |                                        | 1,000                            
|Cash and cash equivalents at beginning of period  |                                                                                                    |                                        | 3,084,000                        
|                                                  |                                                                                                    |                                        |                                  
|Cash and cash equivalents at end of period        |                                                                                                    | $                                      | 3,085,000                        
|                                                  |                                                                                                    |                                        |                                  
|Supplemental disclosure of cash flow information: |                                                                                                    |                                        |                                  
|                                                  |                                                                                                    | Income taxes paid                      |                                  
|                                                  |                                                                                                    |                                        |                                  

See
condensed notes to the consolidated financial statements.

5

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NORTH AMERICAN SCIENTIFIC, INC.
Condensed Notes to Consolidated Financial Statements
(Unaudited)

Note 1Consolidated Financial Statements

Basis of Presentation

The accompanying consolidated financial statements of the Company are unaudited, other than the consolidated balance sheet at October 31, 2001, and reflect
all material adjustments, consisting only of normal recurring adjustments, which in the opinion of management are necessary to present fairly the Company's financial position, results of operations
and cash flows for the interim periods. The results of operations for the current interim period are not necessarily indicative of the results to be expected for the entire fiscal year.

These
consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission. Certain information and footnotes
normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been condensed or omitted pursuant to these rules
and regulations. These consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's
Form 10-K, as filed with the Securities and Exchange Commission for the year ended October 31, 2001.

Use of Estimates

In the normal course of preparing the financial statements in conformity with generally accepted accounting principles in the United States of America, management
is required 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
reported amounts of revenue and expenses during the reporting period. Actual results could differ from those amounts.

Note 2Marketable Securities

The Company invests excess cash in short-term marketable securities consisting primarily of commercial paper, corporate notes and bonds, U.S.
Government securities and money market funds.

Marketable
securities are classified as either held to maturity or available for sale. Held to maturity securities are stated at amortized cost, which approximates fair value. Available
for sale securities are carried at fair value, with unrealized gains and losses included in accumulated other comprehensive income in stockholders' equity. Realized gains and losses and declines in
value judged to be other than temporary on available for sale securities are included in other income.

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Note 3Inventories

Inventories are valued at the lower of cost or market as determined under the first-in, first-out method. Costs include materials, labor
and manufacturing overhead. Inventories are shown net of applicable reserves and allowances. Inventories consist of the following:

January 31,
2002

October 31,
2001Raw materials

$
520,000

$
420,000Work in process


115,000


87,000Finished goods


176,000


102,000$
811,000

$
609,000


Note 4Goodwill

The Company has elected to early adopt SFAS No. 142, "Goodwill and Other Intangible Assets", effective the beginning of fiscal 2002. Under this standard,
goodwill and other intangible assets with indefinite lives are no longer amortized, but rather are reviewed for impairment annually, or more frequently if certain indicators arise. The Company is
required to perform an impairment test within six months of adoption. However, the Company does not believe that any impairment existed at the time of adoption.

In
accordance with SFAS No. 142, the Company has discontinued amortizing goodwill, which was $3.7 million as of the beginning of fiscal 2002. As a result, the Company did
not recognize $92,000 of goodwill amortization expense for the three months ended January 31, 2002, that would have been recognized had this standard not been adopted.

The
following table presents the impact of SFAS No. 142 on net income (loss) and earnings (loss) per share had the standard been in effect for the first quarter of fiscal 2001.

Three Months Ended
January 31,2002

2001Net income (loss), as reported

$
126,000

$
(237,000
)Goodwill amortization





92,000Net income (loss), as adjusted

$
126,000

$
(145,000
)Basic and diluted earnings (loss) per share, as reported

$
.01

$
(.03
)Basic and diluted earnings (loss) per share, as adjusted

$
.01

$
(.02
)


Note 5Net Income (Loss) per Share

Basic earnings (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares outstanding for the period. Diluted
earnings (loss) per share is computed by dividing the net income (loss) by the sum of the weighted average number of common shares outstanding for the period plus the assumed exercise of all dilutive
securities by applying the treasury

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stock method unless such assumed exercises are anti-dilutive. The following table sets forth the computation of basic and diluted earnings (loss) per share:

Three Months Ended
January 31,2002

2001Net income (loss)

$
126,000

$
(237,000
)Weighted average shares outstandingBasic


10,175,193


8,724,004Dilutive effect of stock options and warrants


585,597


Weighted average shares outstandingDiluted


10,760,790


8,724,004Basic earnings (loss) per share

$
.01

$
(.03
)Diluted earnings (loss) per share

$
.01

$
(.03
)


Stock options and warrants to purchase 528,328 and 127,500 common shares for the three months ended January 31, 2002, and 2001, respectively, were not
included in the computation of diluted earnings per share because the exercise prices of the options and warrants were greater than the average market price of the common shares.

In
addition, stock options and warrants to purchase 667,562 common shares for the three months ended January 31, 2001, were not included in the computation of diluted loss per
share because the Company reported a loss during that period, and therefore, the effect of exercise would have been anti-dilutive.

Note 6Comprehensive Income (Loss)

The components of comprehensive income (loss) are as follows:

Three Months Ended
January 31,2002

2001Comprehensive income (loss):Net income (loss)

$
126,000

$
(237,000
)Other comprehensive income (loss):Unrealized loss on securities available for sale


(28,000
)

Total comprehensive income (loss)

$
98,000

$
(237,000
)


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Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis provides information, which our management believes is relevant to an assessment and understanding of our financial
condition and results of operations. The discussion should be read in conjunction with the Consolidated Financial Statements contained herein and the notes thereto. Certain statements contained in
this Form 10-Q, including, without limitation, statements containing the words "believes", "anticipate", "estimates", "expects", "projections", and words of similar import are
forward looking as that term is defined by: (i) the Private Securities Litigation Reform Act of 1995 (the "1995 Act") and (ii) releases issued by the SEC. These statements are being made
pursuant to the provisions of the 1995 Act and with the intention of obtaining the benefits of the "Safe Harbor" provisions of the 1995 Act. We caution that any forward looking statements made herein
are not guarantees of future performance and that actual results may differ materially from those in such forward looking statements as a result of various factors, including, but not limited to, any
risks detailed herein or detailed from time to time in our other filings with the SEC including our most recent report on Form 10-K. We are not undertaking any obligation to update
publicly any forward-looking statements. Readers should not place undue reliance on these forward-looking statements.

Overview

We design, develop and produce innovative radioisotopic products, including brachytherapy seeds and radiopharmaceuticals, for the treatment and diagnosis of
disease. Since 1990, we have also applied our expertise in radioisotopes to develop and market products for medical, environmental, research and industrial applications. Sales of our brachytherapy
products represented approximately 79% of our revenue for the three months ended January 31, 2002.

In
October 2000, we acquired Theseus Imaging Corporation, a developer of proprietary radiopharmaceuticals to enhance the medical management of cancer, heart attack, and heart
transplant rejection. We expect to continue to incur significant ongoing clinical trial and development costs related to Theseus' principal product candidate, Apomate. In addition, we
expect to incur substantial expenses associated with the launch of Apomate, pending receipt of marketing approval from the FDA.

Results of Operations

Three Months Ended January 31, 2002 Compared to Three Months Ended January 31, 2001

Net sales.Net sales increased $620,000, or 14%, to $4,936,000 for the three months ended January 31, 2002 from
$4,316,000 for the three months ended January 31, 2001. The increase in net sales was due to the increase in revenues generated from both our brachytherapy and non-therapeutic
product lines.

Gross profit.Gross profit increased $354,000 or 13% to $3,164,000 for the three months ended January 31, 2002 from
$2,810,000 for the three months ended January 31, 2001. Gross profit as a percent of sales decreased from 65% to 64% during this period. The decrease in gross profit as a percentage of sales
was primarily due to a change in the product mix and increasing pricing competition in our brachytherapy products.

Selling, general and administrative expenses.Selling, general and administrative ("SG&A") expenses decreased $98,000, or 7%,
to $1,224,000 for the three months ended January 31, 2002 from $1,322,000 for the three months ended January 31, 2001. The decrease is primarily attributed to amortization of goodwill.
The Company has elected to early adopt Statement of Financial Accounting

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Standards No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142") effective November 1, 2001. In accordance with SFAS 142 we discontinued the amortization of
goodwill. Amortization of goodwill for the three months ended January 31, 2001 was $92,000. For additional information regarding SFAS 142, see Note 4 in the financial statement
footnotes.

Research and development.Research and development costs increased $11,000 to $2,230,000 for the three months ended
January 31, 2002 from $2,219,000 for the three months ended January 31, 2001. Such expenses primarily relate to our continued investment in Apomate, which is currently in
clinical trials. Our investment in research and development spending reflects our belief that to maintain a competitive position in a market characterized by rapid rates of technological advancement,
we must continue to invest significant resources in new product development, as well as continue to enhance existing products. The amount of our research and development expenses is expected to vary
from quarter to quarter. All of our research and development costs are expensed as incurred.

Interest and other income, net.Interest and other income increased $147,000 to $490,000 for the three months ended
January 31, 2002 from $343,000 for the three months ended January 31, 2001. This increase was a result of (i) the recognition of a full quarter's worth of interest income related
to the investment of funds received from our follow-on offering completed in December 2000 and (ii) the elimination of interest expense in fiscal 2002 as our short term debt
was retired in July 2001, which was partially offset by a decline in the effective yield on our portfolio consistent with the general decline in interest rates throughout 2001.

Provision (benefit) for income taxes.The provision (benefit) for income taxes resulted in an effective tax rate of 37% for
the three months ended January 31, 2002 compared with the benefit for income taxes recognized at an effective tax rate of 39% for the three months ended January 31, 2001. Our effective
tax rate may be subject to significant fluctuations in the future.

Liquidity and Capital Resources

To date, our short-term liquidity needs have generally consisted of operating capital to finance growth in new product development, inventories, trade
accounts receivable, capital expenditures and strategic investments in related businesses. We have satisfied these needs primarily through a combination of public offerings and private placements of
our common stock and from cash generated by operations. We do not currently have a line of credit or similar arrangements with a bank. At January 31, 2002, we had cash and investments in
marketable securities aggregating approximately $54.8 million and working capital of $56.1 million. For the three months ended January 31, 2002, net cash provided by operating
activities was approximately $468,000. Net cash used in investing activities totaled approximately $531,000 during the three months ended January 31, 2002.

During
the three months ended January 31, 2002, we received $10,000 from the exercise of stock options. We also received $54,000 from the purchase of shares related to our
employee stock purchase plan.    Proceeds from the exercise of stock options and their related tax benefits will vary from period to period based upon, among other factors, fluctuations in
the market value of our stock relative to the exercise price of such options.

We
are authorized to repurchase up to $10 million of our common stock on the open market. No such shares have been repurchased as of January 31, 2002.

The
primary objectives for our investment portfolio are liquidity and safety of principal. Consistent with these two objectives, investments are made to achieve the highest rate of
return. We invest excess cash in securities with varying short-term maturities to meet projected cash needs.

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We
believe our current cash and marketable securities and anticipated cash flow from operations will be sufficient to support our operations and planned expansion for the foreseeable
future. However, the amount of capital that we will need in the future will depend on many factors including:



We
anticipate incurring significant expenses with respect to Apomate over the next three to four years for ongoing clinical trials and development costs. Significant
milestone payments to third parties are payable throughout the life of the contracts associated with our licenses of patent rights of technology related to Apomate. Significant additional
milestone payments would be payable to third parties in the event that we file for marketing approval in the European Union or Japan.

We
anticipate that available cash will provide sufficient funds to cover the above costs. In addition, the costs related to Apomate may be reduced if we enter into strategic
partnerships related to Apomate.

Future
capital requirements will also depend on the extent to which we acquire or invest in businesses, products and technologies. If we should require additional financing due to
unanticipated developments, additional financing may not be available when needed or, if available, we may not be able to obtain this financing on terms favorable to our stockholders or us.
Insufficient funds may require us to delay, scale back or eliminate some or all of our research and development programs. If additional funds are raised by issuing equity securities, dilution to
existing stockholders would result.

Recent Accounting Pronouncements

In June 2001, the FASB issued SFAS No. 141, "Business Combinations." SFAS No. 141 requires that the purchase method of accounting be used for
all business combinations initiated after June 30, 2001. Use of the pooling-of-interest method will be prohibited. The Company has adopted this standard, which did not
have an impact on its consolidated financial statements, concurrent with the adoption of SFAS No. 142.

In
June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Obligations." SFAS No. 143 requires that the fair value of a liability for an asset retirement
obligation be recognized in the period in which it is incurred and that the associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. The
Statement is effective for fiscal years beginning after June 15, 2002. The Company has not determined the impact that adoption of this Standard will have on its consolidated financial
statements.

11

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In
August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment of Long-Lived Assets." SFAS No. 144 supercedes SFAS
No. 121,"Accounting for the Impairment of Long-Lived Assets to be Disposed Of", and APB Opinion No. 30, "Reporting Extraordinary, Unusual and Infrequently Occurring Events
and Transactions" and amends APB No. 51, "Consolidated Financial Statements." This Statement was issued to address the accounting for a segment of a business accounted for as a discontinued
operation under APB No. 30 and to establish a single accounting model based on the framework established in SFAS No. 121, for long-lived assets to be disposed of by sale. The
Statement is effective for financial statements issued for fiscal years beginning after December 15, 2001. The Company has not determined the impact that adoption of this Standard will have on
its consolidated financial statements.

Item 3.    Quantitative and Qualitative Disclosures about Market Risk

Information about market risks for the three months ended January 31, 2002 does not differ materially from that discussed under Item 7A of the registrant's
Annual Report on Form 10-K for the fiscal year ended October 31, 2001.

12

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PART IIOTHER INFORMATION

The Company was not required to report the information pursuant to Items 1 through 6 of Part II of Form 10-Q except as follows:

Item 6. Exhibits and Reports on Form 8-K

(a)    Exhibits.

| | 10.1 | Nonexclusive License Agreement, effective as of July 20, 2001, by and between AnorMED, Inc. and the Company (Confidential treatment requested for certain portions thereof).                       
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.2 | Amendment No. 1 to Nonexclusive License Agreement, effective as of February 14, 2002, by and between AnorMED, Inc. and the Company (Confidential treatment requested for certain portions thereof).

(b)    Reports
on Form 8-K.

No
reports on Form 8-K have been filed during the quarter for which this report is filed.

SIGNATURES

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.

|              |  | NORTH AMERICAN SCIENTIFIC, INC.
|------------- |  | -------------------------------
|March 1, 2002 |  | By:                            
|              |  |                                
|              |  |                                
|              |  |                                
|March 1, 2002 |  | By:                            
|              |  |                                
|              |  |                                
|              |  |                                
|              |  |                                

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