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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 ended April 30, 2001
|---------------------------------------------

Commission File Number 0-26670

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

|Delaware(State or other jurisdiction of
incorporation or organization) |  | 51-0366422(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)                  

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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 / /

The
number of shares of Registrant's Common Stock, $.01 par value, outstanding as of May 29, 2001 was 10,110,807 shares.

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NORTH AMERICAN SCIENTIFIC, INC.  Index

|                             |  |                                                                                                  |  |    |  | Page
|---------------------------- |  | ------------------------------------------------------------------------------------------------ |  | -- |  | ----
|Part IFinancial Information
|Item 1.                      |  | Financial Statements                                                                             |  |   
|                             |  | Consolidated Balance Sheets as of April 30, 2001 and October 31, 2000                            |  | 3 
|                             |  | Consolidated Statements of Operations for the three and six months ended April 30, 2001 and 2000 |  | 4 
|                             |  | Consolidated Statements of Cash Flows for the six months ended April 30, 2001 and 2000           |  | 5 
|                             |  | Condensed Notes to the Consolidated Financial Statements                                         |  | 6 
|Item 2.                      |  | Management's Discussion and Analysis of Financial Condition and Results of Operations            |  | 7 
|Item 3.                      |  | Quantitative and Qualitative Disclosures about Market Risk                                       |  | 11
|Part IIOther Information   
|Item 4                       |  | Submissions of Matters to a Vote of Security Holders                                             |  | 11
|Item 6.                      |  | Exhibits and Reports on Form 8-K                                                                 |  |   
|                             |  | Exhibits and Reports on Form 8-K                                                                 |  | 11

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NORTH AMERICAN SCIENTIFIC, INC.  Consolidated Balance Sheets

|                                          |                                                                                                                                                                            | April 30,
2001                             |           | October 31,
2000 |           
|----------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | --------- | ---------------- | ----------
|
|Assets                                    |                                                                                                                                                                            |                                            |           |                  |           
|Current assets                            |                                                                                                                                                                            |                                            |           |                  |           
|                                          | Cash and cash equivalents                                                                                                                                                  |                                            | $         | 11,334,000       |           
|                                          | Marketable securities                                                                                                                                                      |                                            |           | 44,280,000       |           
|                                          | Accounts receivable, net                                                                                                                                                   |                                            |           | 1,951,000        |           
|                                          | Inventories                                                                                                                                                                |                                            |           | 658,000          |           
|                                          | Income taxes receivable                                                                                                                                                    |                                            |           | 373,000          |           
|                                          | Deferred income taxes                                                                                                                                                      |                                            |           | 337,000          |           
|                                          | Prepaid expenses and other current assets                                                                                                                                  |                                            |           | 333,000          |           
|                                          |                                                                                                                                                                            |                                            |           |                  |           
|                                          |                                                                                                                                                                            | Total current assets                       |           |                  | 59,266,000
|Notes receivable                          |                                                                                                                                                                            |                                            |          |                  |           
|Equipment and leasehold improvements, net |                                                                                                                                                                            |                                            | 3,763,000 |                  |           
|Construction in progress                  |                                                                                                                                                                            |                                            | 3,730,000 |                  |           
|Goodwill, net                             |                                                                                                                                                                            |                                            | 3,517,000 |                  |           
|Licenses, net                             |                                                                                                                                                                            |                                            | 2,675,000 |                  |           
|Deferred income taxes                     |                                                                                                                                                                            |                                            | 2,590,000 |                  |           
|Other assets                              |                                                                                                                                                                            |                                            | 355,000   |                  |           
|                                          |                                                                                                                                                                            |                                            |           |                  |           
|                                          |                                                                                                                                                                            | Total assets                               |           | $                | 75,896,000
|                                          |                                                                                                                                                                            |                                            |           |                  |           
|Liabilities and Stockholders' Equity      |                                                                                                                                                                            |                                            |           |                  |           
|Current liabilities                       |                                                                                                                                                                            |                                            |           |                  |           
|                                          | Accounts payable                                                                                                                                                           |                                            | $         | 1,896,000        |           
|                                          | Accrued expenses                                                                                                                                                           |                                            |           | 1,035,000        |           
|                                          | Short-term debt                                                                                                                                                            |                                            |           | 2,500,000        |           
|                                          | Income taxes payable                                                                                                                                                       |                                            |           |                 |           
|                                          |                                                                                                                                                                            |                                            |           |                  |           
|                                          |                                                                                                                                                                            | Total current liabilities                  |           |                  | 5,431,000 
|                                          |                                                                                                                                                                            |                                            |           |                  |           
|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; 10,110,807 and 7,301,702 shares issued and outstanding as of April 30, 2001 and October 31, 2000, respectively |                                            |           | 101,000          |           
|                                          | Additional paid-in capital                                                                                                                                                 |                                            |           | 72,512,000       |           
|                                          | Accumulated deficit                                                                                                                                                        |                                            |           | (2,148,000       | )         
|                                          |                                                                                                                                                                            |                                            |           |                  |           
|                                          |                                                                                                                                                                            | Total stockholders' equity                 |           |                  | 70,465,000
|                                          |                                                                                                                                                                            |                                            |           |                  |           
|                                          |                                                                                                                                                                            | Total liabilities and stockholders' equity |           | $                | 75,896,000
|                                          |                                                                                                                                                                            |                                            |           |                  |           

See
notes to the consolidated financial statements.

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NORTH AMERICAN SCIENTIFIC, INC.  Consolidated Statements of Operations

|                                                |              | Three Months Ended
April 30, |           | Six Months Ended
April 30,
|----------------------------------------------- | ------------ | ---------------------------- | --------- | --------------------------
|
|
|Net sales                                       |              | $                            | 5,060,000 |                           
|Cost of goods sold                              |              |                              | 1,770,000 |                           
|                                                |              |                              |           |                           
|                                                | Gross profit |                              |           | 3,290,000                 
|                                                |              |                              |           |                           
|Selling, general and administrative expenses    |              |                              | 1,677,000 |                           
|Research and development                        |              |                              | 2,163,000 |                           
|                                                |              |                              |           |                           
|Income (loss) from operations                   |              |                              | (550,000  | )                         
|Interest and other income, net                  |              |                              | 536,000   |                           
|                                                |              |                              |           |                           
|Income (loss) before provision for income taxes |              |                              | (14,000   | )                         
|Provision (benefit) for income taxes            |              |                              | (5,000    | )                         
|                                                |              |                              |           |                           
|Net income (loss)                               |              | $                            | (9,000    | )                         
|                                                |              |                              |           |                           
|Earnings (loss) per share:                      |              |                              |           |                           
|                                                | Basic        |                              | $         |                          
|                                                |              |                              |           |                           
|                                                | Diluted      |                              | $         |                          
|                                                |              |                              |           |                           
|Shares used in per share calculations:          |              |                              |           |                           
|                                                | Basic        |                              |           | 10,098,591                
|                                                |              |                              |           |                           
|                                                | Diluted      |                              |           | 10,098,591                
|                                                |              |                              |           |                           

See
notes to the consolidated financial statements

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NORTH AMERICAN SCIENTIFIC, INC.  Consolidated Statements of Cash Flows

|                                                  |                                                                                                   | Six Months Ended
April 30,         |                                                    
|------------------------------------------------- | ------------------------------------------------------------------------------------------------- | ---------------------------------- | ---------------------------------------------------
|
|
|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 |                                                    
|                                                  |                                                                                                   | Changes in assets and liabilities  |                                                    
|                                                  |                                                                                                   |                                    | Accounts receivable                                
|                                                  |                                                                                                   |                                    | Inventories                                        
|                                                  |                                                                                                   |                                    | Income taxes receivable                            
|                                                  |                                                                                                   |                                    | Prepaid expenses and other assets                  
|                                                  |                                                                                                   |                                    | Accounts payable                                   
|                                                  |                                                                                                   |                                    | Accrued expenses                                   
|                                                  |                                                                                                   |                                    | Income taxes payable                               
|                                                  |                                                                                                   |                                    |                                                    
|                                                  |                                                                                                   |                                    | Net cash provided by (used in) operating activities
|                                                  |                                                                                                   |                                    |                                                    
|Cash flows from investing activities:             |                                                                                                   |                                    |                                                    
|                                                  | Net sales (purchases) of marketable securities                                                    |                                    |                                                    
|                                                  | Notes receivable, net                                                                             |                                    |                                                    
|                                                  | Capital expenditures                                                                              |                                    |                                                    
|                                                  |                                                                                                   |                                    |                                                    
|                                                  |                                                                                                   |                                    | Net cash used in investing activities              
|                                                  |                                                                                                   |                                    |                                                    
|Cash flows from financing activities:             |                                                                                                   |                                    |                                                    
|                                                  | Net proceeds from issuance of common stock                                                        |                                    |                                                    
|                                                  |                                                                                                   |                                    |                                                    
|                                                  |                                                                                                   |                                    | Net cash provided by financing activities          
|                                                  |                                                                                                   |                                    |                                                    
|Net increase in cash and cash equivalents         |                                                                                                   |                                    | 8,262,000                                          
|Cash and cash equivalents at beginning of period  |                                                                                                   |                                    | 3,072,000                                          
|                                                  |                                                                                                   |                                    |                                                    
|Cash and cash equivalents at end of period        |                                                                                                   | $                                  | 11,334,000                                         
|                                                  |                                                                                                   |                                    |                                                    
|Supplemental disclosure of cash flow information: |                                                                                                   |                                    |                                                    
|                                                  | Interest paid                                                                                     |                                    | $                                                  
|                                                  |                                                                                                   |                                    |                                                    
|                                                  | Income taxes paid                                                                                 |                                    | $                                                  
|                                                  |                                                                                                   |                                    |                                                    

See
notes to the consolidated financial statements.

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

Note 1Consolidated Financial Statements

The consolidated financial information as of April 30, 2001, and for the three and six months then ended is unaudited and has been prepared by the
Company in accordance with the instructions to Form 10-Q. Therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted pursuant to such rules. In the opinion of management, the unaudited financial information is presented on a basis
consistent with the audited financial statements and contains all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for such interim periods.
The results of operations for interim periods are not necessarily indicative of results of operations for the full year. The interim financial statements should be read in conjunction with the audited
financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2000.

The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the reporting period. Actual results could differ from those
estimates.

Note 2Marketable Securities

The Company considers its marketable securities available-for-sale as defined in Statement of Financial Accounting Standards ("SFAS")
No. 115. There were no material realized or unrealized gains or losses nor any material differences between estimated fair values, based upon quoted market prices, and the costs of securities
as of April 30, 2001.

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:

April 30,
2001

October 31,
2000Raw materials

$
365,000

$
472,000Work in process


135,000


55,000Finished goods


158,000


202,000$
658,000

$
729,000


Note 4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
April 30, |            | Six Months Ended
April 30,
|--------------------------------------------- |  | ---------------------------- | ---------- | --------------------------
|
|
|Net income (loss)                             |  | $                            | (9,000     | )                         
|                                              |  |                              |            |                           
|Weighted average shares outstandingBasic     |  |                              | 10,098,591 |                           
|Dilutive effect of stock options and warrants |  |                              |           |                           
|                                              |  |                              |            |                           
|Weighted average shares outstandingDiluted   |  |                              | 10,098,591 |                           
|                                              |  |                              |            |                           
|Basic earnings (loss) per share               |  | $                            |           |                           
|Diluted earnings (loss) per share             |  | $                            |           |                           

Since
the Company reported a net loss for the three and six months ended April 30, 2001, stock options and warrants to purchase 460,473 and 587,853 common shares for the three
and six months ended April 30, 2001, respectively, were not included in the computation of diluted earnings per share because the effect would have been antidilutive.

Stock
options to purchase 491,254 and 100,333 common shares for the three months ended April 30, 2001 and 2000, respectively, and 358,603 and 99,766 shares for the six months
ended April 30, 2001 and 2001, respectively, were outstanding, but were not included in the computation of diluted earnings per share because the exercise price of the options was greater than
the average market price of the common shares and, therefore, the effect would have been antidilutive.

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 matters discussed in this
Form 10-Q 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 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.

Overview

We design, develop and produce innovative radioisotopic products, including brachytherapy seeds and radiopharmaceuticals, principally for the treatment and
diagnosis of disease. Since 1990, we have applied our expertise in radioisotopes to develop and market products for medical, environmental, research and industrial applications.

In
1997, we received approval from the FDA for commercial distribution of our Iodine-125 brachytherapy seeds for use in any solid localized tumor. In January 1998,
we launched our Iodine-125

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seed for the treatment of prostate cancer through a distribution relationship with Mentor Corporation. In April 1999, we launched our Palladium-103 seed also for the treatment of
prostate cancer thereby making us the first company to manufacture both seeds using the two most commonly used isotopes. In fiscal 2000, we recognized approximately 81% of our consolidated revenues
from these two product lines.

In
October 2000, we acquired Theseus Imaging Corporation, a developer of proprietary radiopharmaceuticals to enhance the medical management of heart attack, heart
transplantation and cancer. We expect 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 April 30, 2001 Compared to Three Months Ended April 30, 2000

Net sales.Net sales increased $620,000, or 14%, to $5,060,000 for the three months ended April 30, 2001 from
$4,440,000 for the three months ended April 30, 2000. 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 $325,000 or 11% to $3,290,000 for the three months ended April 30, 2001
from $2,965,000 for the three months ended April 30, 2000. Gross profit as a percent of sales decreased from 67% to 65% 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 product lines.

Selling, general and administrative expenses.Selling, general and administrative expenses increased $813,000, or 94%,
to $1,677,000 for the three months ended April 30, 2001 from $864,000 for the three months ended April 30, 2000. SG&A expenses increased primarily due to the following: (i) the
inclusion of expenses incurred by Theseus Imaging Corporation which was acquired in October 2000, (ii) amortization of goodwill and other intangible assets resulting from the acquisition
of Theseus totaling $146,000 and (iii) other general and administrative expenses were increased to give effect to management's plans for the expansion of the Company.

Research and development.Research and development costs totaled $2,163,000 for the three months ended April 30,
2001. Such costs were not significant for the three months ended April 30, 2000. The increase primarily represents our continued investment in Apomate which is currently in
clinical trials to assess heart attack damage, response to cancer treatment and heart transplant rejection. The increase in research and development spending reflects our belief that to maintain our
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. All of our research and development costs are expensed as incurred.

Interest and other income.Interest and other income increased $315,000 to $536,000 for the three months ended
April 30, 2001 from $221,000 for the three months ended April 30, 2000. This increase resulted from the investment of funds received from our follow-on offering completed in
December 2000 which was partially offset by the interest expense incurred on our short-term debt.

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Six Months Ended April 30, 2001 Compared to Six Months Ended April 30, 2000

Net sales.Net sales increased $935,000, or 11%, to $9,376,000 for the six months ended April 30, 2001 from
$8,441,000 for the six months ended April 30, 2000. 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 $477,000 or 8% to $6,100,000 for the six months ended April 30, 2001 from
$5,623,000 for the six months ended April 30, 2000. Gross profit as a percent of sales decreased from 67% to 65% 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 product lines.

Selling, general and administrative expenses.Selling, general and administrative expenses increased $1,301,000, or
77%, to $2,999,000 for the six months ended April 30, 2001 from $1,698,000 for the six months ended April 30, 2000. SG&A expenses increased primarily due to the following: (i) the
inclusion of expenses incurred by Theseus Imaging Corporation which was acquired in October 2000, (ii) amortization of goodwill and other intangible assets resulting from the acquisition
of Theseus totaling $292,000 and (iii) other general and administrative expenses were increased to give effect to management's plans for the expansion of the Company.

Research and development.Research and development costs totaled $4,382,000 for the six months ended April 30,
2001. Such costs were not significant for the six months ended April 30, 2000. The increase primarily represents our continued investment in Apomate which is currently in clinical
trials to assess heart attack damage, response to cancer treatment and heart transplant rejection. The increase in research and development spending reflects our belief that to maintain our
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. All of our research and development costs are expensed as incurred.

Interest and other income.Interest and other income increased $449,000 to $879,000 for the six months ended
April 30, 2001 from $430,000 for the six months ended April 30, 2000. This increase resulted from the investment of funds received from our follow-on offering completed in
December 2000 which was partially offset by the interest expense incurred on our short-term debt.

Liquidity and Capital Resources

To date, our short-term liquidity needs have generally consisted of operating capital to finance growth in inventories, trade accounts receivable,
new product development, 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. In December 2000, we completed a follow-on
public offering of 2,875,0000 shares of our common stock. The net proceeds we received from the sale were approximately $44.6 million. At April 30, 2001, we had cash and investments in
marketable securities aggregating approximately $55.6 million and working capital of $53.8 million. For
the six months ended April 30, 2001, net cash used by operating activities was approximately $1.0 million. Net cash used in investing activities totaled approximately
$35.6 million during the six months ended April 30, 2001, of which $35.2 million represented the investment of funds from the follow-on offering.

 9 

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We receive cash from the exercise of stock options. 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 purchase up to $1.5 million of our common stock on the open market. No such shares have been repurchased as of April 30, 2001.

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

We
believe our current cash and marketable securities and anticipated cash flow from operations will be sufficient to support our 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 approximately $20 million of expenses with respect to Apomate over the next two to three years for ongoing clinical trials and development
costs. An additional $2.5 million is payable to NeoRx Corporation in August of 2001 pursuant to our license of patent rights and technology related to Apomate, with additional
milestone payments of up to $4 million throughout the life of the contract.

The
manufacture of our linear accelerators has not been completed. We are currently investigating what the costs will be to complete the accelerators and anticipate that such costs
will approximate $3 million.

We
anticipate that the 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
any 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 us or our stockholders.
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.

 10 

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Recent Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board issued SFAS 133, "Accounting for Derivative Instruments and Hedging Activities."
SFAS 133, as amended, establishes accounting and reporting standards for derivative instruments and hedging activities. It requires an entity to recognize all derivatives as either assets or
liabilities on the balance sheet and measure those instruments at fair value. We adopted SFAS 133 effective November 1, 2000. The adoption of this pronouncement had no material effect on
our operations or financial position.

In
December 1999, the Securities and Exchange Commission, or SEC, issued Staff Accounting Bulletin No. 101, SAB 101, "Revenue Recognition in Financial Statements." We
are required to adopt SAB 101 no later than our fourth quarter of fiscal 2001. We do not expect the adoption of this pronouncement to have a material effect on our operations or financial position.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Information about market risks for the three months ended April 30, 2001 does not differ materially from that discussed under Item 7A of our Annual
Report on Form 10-K for 2000.

PART IIOTHER INFORMATION

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

Item 4 Submission of Matters to a Vote of Security Holders

On April 6, 2001, we held our 2001 Annual Meeting of Stockholders. The following persons were elected as directors to hold office until the 2002 Annual
Meeting of Stockholders: Irwin J. Gruverman, L. Michael Cutrer, Dr. Allan M. Green and Larry Berkin. The number of shares cast for, withheld and abstained with respect to each of the nominees
were as follows:

Nominee

For

Withheld

AbstainedGruverman

9,514,902

268,075

Cutrer

9,512,652

270,325

Green

9,514,382

268,595

Berkin

9,498,737

284,240




The
stockholders also voted to approve an amendment to our Amended and Restated 1996 Stock Option Plan. A total of 3,454,474 shares were cast for the adoption of the proposal,
3,387,780 shares were cast against this proposal, 31,624 shares abstained and there were 2,909,099 broker non-votes.

The
stockholders also voted to approve the ratification of the selection of PricewaterhouseCoopers LLP as our independent accountants for the fiscal year ending October 31,
2001. A total of 9,428,125 shares were cast for the adoption of the proposal, 350,077 shares were cast against this proposal, and 4,775 shares abstained.

Item 6. Exhibits and Reports on Form 8-K



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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.
|------------ |  | -------------------------------
|May 30, 2001 |  | By:                            
|             |  |                                
|             |  |                                
|May 30, 2001 |  | By:                            
|             |  |                                
|             |  |                                

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