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


                                   FORM 10-KSB



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



                      For the year ended December 31, 2001
                         Commission File Number: 0-24378


                             FIRST SCIENTIFIC, INC.
                             ----------------------
        (Exact name of small business issuer as specified in its charter)



                  DELAWARE                         33-0611745
                  --------                         ----------
        (State or other jurisdiction    (IRS Employer Identification No.)
         of incorporation or organization)


               1877 West 2800 South, Suite 200, Ogden, Utah  84401
               ---------------------------------------------------
          (Address of principal executive offices, including zip code)


       Registrant's telephone number, including area code:  (801) 393-5781
                                                            --------------



There  were 37,721,292 shares of common stock, $0.001 par value, outstanding  as
of December 31, 2001.



                                        1







                     FIRST SCIENTIFIC, INC. AND SUBSIDIARIES
                                   FORM 10-KSB


                      THREE MONTHS ENDED DECEMBER 31, 2001

                                TABLE OF CONTENTS

                         PART I - FINANCIAL INFORMATION

                                                                  Page

Item 1.  Financial Statements

     Condensed Consolidated Balance Sheet (Unaudited) as of
     December 31, 2001                                                    3

     Condensed Consolidated Statements of Operations and
      Comprehensive Loss (Unaudited) for the years ended
      December 31, 2001 and 2000 and for the cumulative period
      from April 30, 1990 (date of inception) through December
      31, 2001                                                            4

       Condensed Consolidated Statements of Cash Flows (Unaudited)
        for the years ended December 31, 2001 and 2000, and for the
        cumulative period from April 30, 1990 (date of inception)
        through December 31, 2001.                                        5

       Notes to Condensed Consolidated Financial Statements
       (Unaudited)                                                        7


Item 2. Management's Discussion and Analysis or Plan of Operation        12


                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                                15

Item 5. Other Information                                                15

Item 6. Exhibits and Reports on Form 8-K                                 15

Signatures                                                               17




                                        2



PART I - FINANCIAL INFORMATION
Item 1. Financial Statements


                     FIRST SCIENTIFIC, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)



                                                 December 31,
                                                    2001
                                                 -----------
                                     ASSETS
Current Assets
   Cash                                               $    83,208
   Accounts receivable, net of allowance for
    doubtful accounts of $16,000 and $30,000,
    respectively
                                                          138,644
  Inventory                                               438,026
            Prepaid expenses and other assets               4,977
                                                      -----------
     Total Current Assets                                 664,855
                                                      -----------

Property and Equipment
  Equipment                                               428,201
  Leasehold improvements                                   83,763
  Less: Accumulated depreciation and
   amortization                                          (149,744)
                                                      -----------
          Property and Equipment, net                     362,220
                                                      -----------

Goodwill and Other Intangible Assets, net                      --

Other Assets                                               14,454
                                                      -----------

Total Assets                                          $ 1,041,529
                                                      ===========


                      LIABILITIES AND STOCKHOLDERS' DEFICIT


Current Liabilities
  Accounts payable                                    $   292,987
  Accrued liabilities                                     341,326
  Deferred revenue                                        131,801
  Customer prepayments                                     20,000
  Capital lease obligations, current
   portion                                                 11,696
  PureSoft purchase obligation to
   related party                                          240,000
                                                      -----------
    Total Current Liabilities                           1,037,810
                                                      -----------
Capital Lease Obligations, net of
 current portion                                           21,175

Mandatorily Redeemable Convertible Preferred Stock
 Series 2000-B, $1,000 stated value; 4,000
 shares authorized, 3,652 shares outstanding
 together with accrued dividends of $79,036
 (aggregate liquidation preference of $3,731,036)              --

Stockholders' Deficit
  Convertible Preferred Stock Series 2000-B,
   $1,000 stated value; 4,000 shares authorized,
   3,652 shares outstanding together with accrued
   dividends of $462,891 (aggregate liquidation
   preference of $5,027,891)                            5,027,891
  Common stock, $0.001 par value; 50,000,000
   shares authorized; 33,571,951 and 23,045,436
   shares outstanding, respectively                        33,572
  Additional paid-in capital                           17,175,752
  Deferred Compensation                                        --
  Accumulated deficit                                 (22,254,671)
                                                      -----------
    Total Stockholders' Deficit                           (17,456)
                                                      -----------

Total Liabilities and Stockholders' Deficit           $ 1,041,529
                                                      ===========

   See accompanying notes to the Condensed Consolidated Financial Statements.

                                  3


                     FIRST SCIENTIFIC, INC. AND SUBSIDIARIES
     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                                   (UNAUDITED)


                                                                 Period from
                                                                April 30, 1990
                                               Years Ended         (date of
                                               December 31,      inception) to
                                        ------------------------ December 31,
                                            2001        2000         2001
                                        -----------  -----------  ------------
Revenues
 Products                               $   685,820  $   403,314  $  1,583,814
 Services and licenses                       40,755       83,016       418,718
                                        -----------  -----------  ------------
  Total Revenues                            726,575      486,330     2,002,532

Cost of Revenues
 Products                                   523,073      249,937     1,000,310
 Services                                     7,832       29,516       112,924
                                        -----------  -----------  ------------

  Total Cost of Revenues                    530,905      279,453     1,113,234
                                        -----------  -----------  ------------

Gross Profit                                195,670      206,877       889,298
                                        -----------  -----------  ------------
Operating Expenses
 Selling, general and administrative      2,902,396    4,423,530     9,713,563
 Research and development                   197,815      458,894       964,801
 Amortization of goodwill and other
  intangibles                               184,707      162,409       463,366
Acquired in-process research and
 development                                      -            -     3,776,440
Impairment of goodwill, equipment and
 building lease                           1,092,188            -     1,092,188
                                        -----------  -----------  ------------

   Total Operating Expenses               4,377,106    5,044,833    16,010,358
                                        -----------  -----------  ------------

Loss from Operations                     (4,181,436)  (4,837,956)  (15,121,060)
                                        -----------  -----------  ------------

Other Income (Expense)
 Interest income                              9,399       89,462       146,186
 Interest expense                            (9,592)     (22,705)     (130,551)
 Realized loss on marketable securities     (71,455)    (111,714)     (323,515)
                                        -----------  -----------  ------------

  Net Other Income (Expense)                (71,648)     (44,957)     (307,880)

Net Loss                                 (4,253,084)  (4,882,913)  (15,367,059)

Loss Before Income Tax Benefit           (4,253,084)  (4,882,913)  (15,428,940)
Income Tax Benefit                                -            -        61,881

Preferred Stock Dividends                (3,641,669)  (3,245,943)   (6,887,612)
                                        -----------  -----------  ------------

Net Loss Attributable to Common
 Stockholders                           $(7,894,753) $(8,128,856) $(22,254,671)
                                        ===========  ===========  ============
Basic and Diluted Net Loss
 Per Common Share                       $     (0.24) $     (0.39)
                                        ===========  ===========
Basic and Diluted Weighted-Average
 Common Shares Outstanding               33,571,981   20,947,879
                                        ===========  ===========
Comprehensive Loss
 Net loss                               $(4,253,084) $(4,882,913)
 Reclassification adjustment for
   realized losses on marketable
   securities included in net loss               --       16,903
                                        -----------  -----------

 Comprehensive loss                     $(4,253,084) $(4,866,010)
                                        ===========  ===========


 See accompanying notes to the Condensed Consolidated Financial Statements.

                                4


                     FIRST SCIENTIFIC, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>

                                                                           Period from
                                                                          April 30, 1990
                                                         Years Ended         (date of
                                                         December 31,      inception) to
                                                  ------------------------ December 31,
                                                      2001        2000         2001
                                                  -----------  -----------  ------------
<S>                                              <C>          <C>          <C>
Cash Flows From Operating Activities:
 Net loss                                         $(4,253,084) $(4,882,913) $(15,367,059)
 Adjustments to reconcile net loss to
  net cash used in operating activities:
   Realized loss on marketable securities              71,455      111,714       323,515
   Depreciation and amortization                      276,236      220,786       640,288
   Property and equipment exchanged for rent            4,087            -         4,087
   Loss on disposal of property and equipment               -        5,573         5,573
   Non-cash compensation                               43,683      415,413       852,191
   Common stock issued for services                         -            -       124,355
   Common stock issued for purchased research
    and development                                         -            -     3,766,440
   Impairment of goodwill, equipment and
    bldg. lease                                      1,092,188           -     1,092,188
   Deferred income tax benefit                               -           -       (61,881)
   Changes in assets and liabilities, net
    of effects of the acquisition of
    PureSoft Solutions, LLC:
     Accounts receivable, net                           (1,731)    (19,143)     (115,807)
     Inventory                                        (116,125)   (267,837)     (419,224)
     Prepaid expenses and other current assets         114,061     (72,149)       25,361
     Other assets                                        7,749      19,342       (14,793)
     Accounts payable                                  (45,736)    182,086       259,702
     Accrued liabilities                                40,737     101,823       305,650
     Customer Deposits                                  15,450           -        15,450
     Deferred revenue                                 (215,338)    351,689       136,351
                                                  -----------  -----------  ------------
   Net Cash Used In Operating Activities            (2,966,368) (3,833,616)   (8,427,613)
                                                  -----------  -----------  ------------
Cash Flows From Investing Activities:
 Purchases of property and equipment                   (20,992)   (453,846)     (630,653)
 Cash received from sale of property                    36,215                    36,215
  and equipment
 Acquisition of PureSoft Solutions, LLC,
  net of cash acquired                                       -    (202,422)     (202,422)
 Proceeds from sale of marketable securities         1,328,545           -     1,631,392
                                                  -----------  -----------  ------------
  Net Cash Used In Investing Activities              1,343,768    (656,268)      834,532
                                                  -----------  -----------  ------------

Cash Flows From Financing Activities:
 Proceeds from issuance of notes payable                     -           -       275,565
 Principal payments on notes payable                         -     (69,590)     (225,565)
 Proceeds from loans from stockholders                       -           -       158,934
 Principal payments on loans from related parties            -    (400,000)     (486,500)
 Principal payments on capital lease obligations       (11,485)    (11,712)      (28,093)
 Proceeds from the issuance of Series 2000-A
  Preferred Stock                                            -   3,600,000     3,600,000
 Payment of preferred stock dividends                  (79,034)    (81,444)      (81,444)
 Proceeds from issuance of common stock                564,024   2,476,999     4,542,426
                                                  -----------  -----------  ------------
  Net Cash Provided By (Used In)
       Financing Activities                            473,505   5,514,253     7,676,289
                                                  -----------  -----------  ------------
Net Increase (Decrease) In Cash                     (1,149,095)  1,024,369        83,208

Cash at Beginning of the Period                      1,232,303     207,934             -
                                                  -----------  -----------  ------------
Cash at End of the Period                         $    83,208  $ 1,232,303  $     83,208
                                                  ===========  ===========  ============
</TABLE>

 See accompanying notes to the Condensed Consolidated Financial Statements.

                                     5





                     FIRST SCIENTIFIC, INC. AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF CASH FLOWS UNAUDITED - (continued)



                                                      Years Ended December 31,
                                                      ------------------------
                                                         2001         2000
                                                      -----------  -----------
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest              $     2,058  $    22,484

Supplemental Schedule of Non-cash Investing
 and Financing Activities:
  Acquisition of PureSoft Solutions, LLC:
  Fair value of assets acquired                                 -    1,735,509
  Liabilities assumed                                           -      183,730
  Promissory note                                               -      450,000
  Fair value of stock options issued                            -      261,779
  Member interest purchase obligation                           -      190,000
  Non-cash preferred stock dividends                            -    3,245,943
  Equipment acquired through capital lease obligations          -       33,021
  Stock option grants at less than fair value                   -      193,750
  Stock option forfeitures                                      -       20,634
  Common stock issued for marketable securities         1,400,000            -


 See accompanying notes to the Condensed Consolidated Financial Statements.

                                      6



                     FIRST SCIENTIFIC, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
					   (UNAUDITED)


NOTE 1-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis   of   Presentation-The  accompanying  condensed  consolidated   financial
statements are unaudited.  Certain information and footnote disclosures normally
included   in  financial  statements  prepared  in  accordance  with  accounting
principles  generally  accepted  in  the United  States  of  America  have  been
condensed or omitted pursuant to the rules and regulations of the Securities and
Exchange  Commission.  The Company believes that the following  disclosures  are
adequate to make the information presented not misleading.

These  condensed  consolidated  financial  statements  reflect  all  adjustments
(consisting  only  of  normal recurring adjustments) that,  in  the  opinion  of
management,  are necessary to present fairly the financial position and  results
of  operations for the periods presented.  These financial statements should  be
read  in  conjunction with the Company's consolidated financial  statements  and
notes  thereto  included in the Company's Annual Report on Form 10-KSB  for  the
year ended December 31, 2000.

The Company was in the development stage from inception (April 30, 1990) through
December  31,  2000.   The  Company has incurred significant  losses  since  its
inception.   As of December 31, 2001, the Company has an accumulated deficit  of
$22,254,671,  a  working capital deficit of $372,955 and  $169,300  of  accounts
payable over 60 days past due.  The Company used cash in operating activities of
$2,966,368 during the twelve months ended December 31, 2001.  These factors,  as
well  as the risk factors set out in the Company's Annual Report on Form 10-KSB,
raise  substantial  doubt about the Company's ability to  continue  as  a  going
concern.   The accompanying financial statements do not include any  adjustments
that  might  result from the outcome of this uncertainty.  Management  plans  to
fund  the  operations of the Company through proceeds from  sales  of  debt  and
equity  securities,  and if necessary, the sale of certain  of  its  assets  and
technologies.  There  can  be  no  assurance that  management's  plans  will  be
successful.

Impairment  of  Long-Lived Assets - The Company reviews its  long-lived  assets,
including  intangibles, for impairment when events or changes  in  circumstances
indicate  that  the  book value may not be recoverable.   The  Company  uses  an
estimate of future undiscounted net cash flows of the related asset or group  of
assets  over the remaining life in measuring whether the assets are recoverable.
When  recognized, impairment losses reduce the carrying amount of the  asset  to
their fair value computed as the discounted estimate expected future cash flows.
During  the  twleve  months  ended December 31, 2001  the  Company  reduced  its
marketing staff at its Ogden, Utah facility. In connection with this downsizing,
the Company reviewed the related equipment and concluded the future undiscounted
net  cash  flows  may  not  be sufficient to recover  the  book  value  of  that
equipment.  As a result, the Company recognized an impairment charge of  $58,694
for  the  equipment.  Additionally, a large section of  leasehold  office  space
became  unused. Accordingly, the Company recognized an impairment charge on  the
leasehold  commitment of $67,658, calculated as the portion of the lease  unused
and  for which no sublease has been arranged.  In addition, an impairment charge
has  been recognized for the PureSoft goodwill and property as described further
in these notes to the financial statements. (See Note 2)

Net  Loss  Per  Common  Share-Basic and diluted net loss per  common  share  are
calculated  by  dividing  net loss attributable to common  stockholders  by  the
weighted-average number of shares of common stock outstanding during the period.
At  December  31, 2001 and 2000, there were outstanding common stock equivalents
resulting  from options to  purchase 12,278,767 and 6,223,135 shares  of  common
stock,  respectively,  and  3,652 and no shares,  respectively,  of  convertible
preferred  stock that were not included in the computation of diluted  net  loss
per  common  share  as  their  effect  would have  been  anti-dilutive,  thereby
decreasing the net loss per common share. At December 31, 2001 there  were  3652
shares  of  convertible preferred stock, 10,526,575 shares of common stock,  and
10,491,235  stock  purchase  options  which contain  anti-dillution  provisions.
Common  shares issuable as a result of these provisions were excluded  from  the
computation of diluted net loss per common share as their effect would have also
been anti-dilutive.

Reclassifications - Certain reclassifications have been made to the prior period
condensed  consolidated financial statements to conform them  with  the  current
period presentation.

                                      7


NOTE 2-ACQUISITION AND IMAIRMENT OF PURESOFT SOLUTIONS LLC

On  March  15,  2000,  the  Company entered into  an  agreement  (the  "PureSoft
Agreement")  to  acquire  100% of the common stock  of  PureSoft  Solutions  LLC
("PureSoft"),  a  New  Hampshire  limited  liability  company  involved  in  the
manufacturing and distribution of health care products.  Under the terms of  the
PureSoft  Agreement,  the Company is obligated to make periodic  payments  on  a
promissory  note. The remaining promissory note payment of $50,000  was  due  on
March  15, 2001.  The PureSoft agreement also calls for additional consideration
associated with an earn-out provision payable on July 1, 2001 and July 1,  2002.
This  earn-out  provision  provides  that  the  Company  will  issue  additional
consideration of not less than $190,000 either in the form of cash or shares  of
its  common  stock based upon the pre-tax net income of PureSoft generated  from
April  1,  2000  to  June 30, 2002.  The earn-out provision  and  the  remaining
promissory  note  payment are included in current liabilities.  Due  to  alleged
misconduct  by  the  former PureSoft owners as described in Note  3  below,  the
Company does not intend to pay these liabilities. However, the liabilities  will
remain recorded until a settlement has been reached or the Company's claims have
been resolved.

As  result  of  the actions of the former PureSoft owners described  in  Note  3
below,  the Company has discontinued sales of three PureSoft products  that  are
the  subject  of  a claim asserted by National, as described in  Note  3  below,
terminated the employment of the former owners and closed the PureSoft office in
New  Hampshire. The Company also liquidated the PureSoft property and  equipment
and  relocated  the PureSoft marketing efforts to its Ogden,  Utah  offices.  In
light  of  these  circumstances the Company evaluated the  PureSoft  assets  and
goodwill  and  recognized  an  impairment charge to  operations  to  reduce  the
carrying  amount of the goodwill to zero and the assets to their net  realizable
amounts. Impairment charges include goodwill impairment of $903,016 and property
and equipment impairment of $62,820. The Company recognized a charge to cost  of
products sold of $21,873 for the cost of the PureSoft inventory written off.

NOTE 3-LEGAL PROCEEDINGS

In  connection  with  the  acquisition of PureSoft,  the  Company  entered  into
employment  agreements with the three former owners of PureSoft,  and  appointed
them  as  officers  of  PureSoft. In June 2001,  the  Company  became  aware  of
circumstances  indicating  that one or more of the former  PureSoft  owners  had
engaged  in  conduct  which  violated the terms of their  respective  employment
agreements  with  the  Company.  On June 29, 2001, the  Company  terminated  the
employment of the officers of PureSoft and filed a Complaint against them in the
Third  District Court of Salt Lake County, Utah. The Complaint alleges that  the
defendants,  acting on behalf of the Company and/or PureSoft: (1)  entered  into
material  agreements that were not disclosed to the executive  officers  of  the
Company  prior  to the execution of the Purchase Agreement; (2) paid  PureSoft's
"landlord," Colcord Properties LLC ("Colcord"), a limited liability  company  of
which  one of the defendants is a member, approximately $53,000 of the Company's
funds for eight months advance rental and a security deposit equal to two months
of  rent, without the authorization or approval of the executive officers of the
Company;  (3)  failed  to disclose that one of the members  of  Colcord  was  an
officer  of  PureSoft;  (4)  entered into a  lease  with  Colcord,  without  the
authorization  or  approval of the executive officers of the Company;  (5)  paid
Colcord an additional $23,539 for "office build out" and "office wiring,"  which
were  not  required by or referenced in the lease, without the authorization  or
approval  of the executive officers of the Company; (6) paid themselves  each  a
"bonus"  totaling $22,800 without the authorization or approval of the executive
officers of the Company; (7) paid a salary of $4,500 a month to the wife of  one
of  the  defendants  for  "accounting services"; and  (8)  did  not  disclose  a
warehouse  lease to the executive officers of the Company, by which the  Company
was  obligated  to  pay above market rates to an entity  owned  by  one  of  the
defendants.  The Complaint contains claims for breach of fiduciary duty,  breach
of  contract,  conversion,  and declaratory relief relating  to  the  employment
contracts, the lease with Colcord and the warehouse lease.  The defendants  deny
the allegations in the Complaint.

Subsequently, a Canadian company, National Health Care Manufacturing Corporation
("National"), contacted the Company and alleged that the formulas for several of
the  products  marketed by PureSoft and sold to the Company under  the  PureSoft
Agreement  were  misappropriated from National by  one  of  the  defendants  who
previously  worked for National.  The Company is involved in ongoing discussions
with  National  to  investigate  and attempt to resolve  the  issues  raised  in
National's allegations.

As  a  result  of the activities of the former PureSoft owners, the Company  has
estimated that it has suffered damages in excess of $170,000 in addition to  the
$1,724,191 purchase price paid for the acquisition of PureSoft.


                                  8

NOTE 4-PREFERRED STOCK

The  Company's authorized capital stock includes 1,000,000 shares  of  preferred
stock,  $0.001 par value per share.  As of December 31, 2001, there  were  3,652
shares of Series 2000-B Convertible Preferred Stock ("Series B Preferred Stock")
issued pursuant to an agreement (the "Series B Preferred Stock Agreement")  with
an  entity  controlled  by  an individual who is currently  a  director  of  the
Company.

Accrued  dividends of $79,036 at December 31, 2000 were paid in cash in  January
2001.  Dividends of $462,891 were accrued during the nine months ended September
30,  2001, however the Company did not make the required dividend payments.  The
Company  has the option to pay these dividends in additional shares of Series  B
Preferred  Stock  and therefore these dividends are included  in  the  preferred
stock  amount  on  the  consolidated balance sheet at December  31,  2001.   The
Company's failure to pay the dividend for the quarters ended March 31, 2001  and
June  30,  2001 triggered an event of noncompliance under the Series B Preferred
Stock  Agreement. On July 20, 2001, the Holder of the Series B  Preferred  Stock
delivered  to  the Company a notice of redemption, which required the  Series  B
Preferred  Stock to be redeemed at 125% of the stated value of $1,000 per  share
plus  accrued  but  unpaid dividends within ten days from the  delivery  of  the
notice.   The  increase in the carrying value of the Series  B  Preferred  Stock
resulted  in  the  recognition of $1,313,000 in preferred  stock  dividends.  In
addition  to  the  mandatory  redemption, the dividend  rate  of  the  Series  B
Preferred Stock increased from 8 percent per year to 21 percent per year.

On  July  30,  2001,  the  Company  failed  to  meet  the  mandatory  redemption
requirement under the Series B Preferred Stock Agreement. Prior to the event  of
noncompliance,  the  Series  B Preferred Stock was convertible  at  80%  of  the
average of the three lowest closing bid prices of the Company's common stock  in
the  fifteen  trading  days prior to conversion. As a result  of  the  Company's
failure  to pay the redemption price when due the conversion price decreased  by
$0.50  per share and the Company's right and obligation to redeem the  Series  B
Preferred  Stock  terminated.  Accordingly, the Series  B  Preferred  Stock  was
reclassified  from  mandatorily  redeemable  convertible  preferred   stock   to
convertible  preferred stock in the accompanying balance sheet at  December  31,
2001. Due to this reduction, the Series B Preferred Stock is now convertible  at
its  par  value of $0.001 per share. Notwithstanding this conversion price,  the
holder  has agreed that the Series B Preferred Stock will be converted  into  no
more  than  42%  of  the Company's fully-diluted issued and  outstanding  common
stock.  The  reduction  of  the  conversion price  is  a  modification  that  is
considered to be a beneficial conversion option of the Series B Preferred Stock.
The  Company  recognized the increase from the beneficial conversion  option  as
preferred  stock  dividends in the amount of $1,865,778 during  the  year  ended
December 31, 2001. The aggregate dividend requirement for the Series B Preferred
stock is $958,650 annually.

After  the Series B Preferred Stock was issued, the Company issued common  stock
and  granted stock options. (See Notes 5 and 6.) Under the conversion  terms  of
the  Series  B  Preferred Stock that limit the number of  shares  issuable  upon
conversion  to 42% of the fully-diluted common shares outstanding, the  issuance
of  the  common  stock and stock options increased the number of  common  shares
issuable  upon  conversion of the Series B Preferred  Stock.  If  the  Series  B
Preferred  Stock  is  converted into the modified number of common  shares,  the
discounted  value of those common shares would be zero due to the time  required
to  sell the shares at the current trading volume of the Company's common stock.
The  value of the resulting modified beneficial conversion option was less  that
the  beneficial conversion option previously recognized and no additional  value
was recognized from the modification to the conversion option.

NOTE 5-PRIVATE PLACEMENT OF COMMON STOCK

On  March 29, 2001, the Company entered into a stock purchase agreement with  an
individual who is a director of the Company to purchase 3,149,558 common  shares
from  the Company for $1,000,000, or $0.32 per share. As consideration, $400,000
was  paid  to  the  Company by the director on March 29, 2001 and  the  director
issued the Company a $600,000 non-interest bearing non-recourse promissory  note
with  $400,000  due  on April 29, 2001 and $200,000 due on May  29,  2001.   The
promissory note was collateralized by 1,889,735 shares of common stock  held  by
the  Company.   In May 2001, the Company received marketable securities  with  a
market value of $400,000 as consideration for the $400,000 due on April 29, 2001
and  the Company released 1,259,823 of the 1,889,735 collateral shares. On  June
6,  2001,  in  connection  with  a new agreement discussed  below,  the  Company
released  the  director  from the obligation to pay the remaining  $200,000  due
under  the promissory note and cancelled the associated 629,912 shares of common
stock.

On  June 6, 2001, the Company entered into another stock purchase agreement with
the  same  director as above to purchase 8,006,869 common shares for $1,000,000,
or  $0.12  per  share.  During  June and July, the Company  received  marketable
securities  valued  at $1,000,000, as consideration.  The market  value  of  the
Company's  common stock on June 6, 2001 was $0.08; accordingly, no  compensation
to  the  director was recognized from the modification of the purchase price  of
the 629,912 common shares from $0.32 to $0.12 per share.


                                  9

The  March  29,  2001 and June 6, 2001 stock purchase agreements  include  anti-
dilution provisions for a period commencing on June 6, 2001 until the earlier of
(i)  December 31, 2001 or (ii) the date of conversion of the Series B  Preferred
Stock  and  as  long  as  the director continues to own  and  hold  all  of  the
10,526,515 shares purchased from the Company (the "Purchased Shares"). The anti-
dilution provision requires the Company to issue sufficient additional shares of
common  stock to the director at no cost so that the Purchased Shares  represent
an  aggregate of 31.3 percent of the issued and outstanding shares of the common
stock of the Company on a fully-diluted basis.

After  the  Purchased  Shares  were issued, Company  granted  stock  options  as
explained  in Note 6 below. Under the anti-dilution provisions relating  to  the
Purchased  Shares, an additional 5,979,713 common shares are currently  issuable
to  the director as a result of the grant of the stock options described in Note
6.  Additional  common  shares may become issuable upon the  conversion  of  the
Series B Preferred Stock.

NOTE 6 - STOCK OPTIONS

During  the  twelve  months  ended December 30, 2001, 1,266,000  employee  stock
options were forfeited due to termination of employment.

During  August 2001, the Company issued options to employees of the  Company  to
purchase  7,763,514 shares of common stock at $0.001 per share. Of the 7,763,514
options  granted,  3,105,406 vested on the date granted and the  remaining  vest
over  the  subsequent two years. The options are exercisable for five years  and
can  be  exercised by surrendering shares of common stock or cash. Additionally,
the  options  contain an anti-dilution provision such that they are collectively
convertible into common shares representing an aggregate of 18.5 percent of  the
issued  and  outstanding shares of the common stock of the Company  on  a  fully
diluted  basis. Accordingly, the options are accounted for as variable  options.
Compensation expense in connection with these options of $102,825 was recognized
during  the  twelve  months ended December 31, 2001. On the  date  granted,  the
options  had  a fair value of $0.05 per share based on the Black-Scholes  option
pricing  model with the following assumptions: risk free interest rate  of  4.62
percent, volatility of 262 percent, expected dividend yield of 0 percent, and an
expected life of five years.

During  August  2001, the Company issued options to an individual consultant  to
purchase  2,727,721 shares of common stock at $0.001 per share. Of the 2,727,721
options  granted,  1,091,088 vested on the date granted and the  remaining  vest
over  the  subsequent two years. The options are exercisable for five years  and
had  a  fair value of $0.05 per share based on the Black-Scholes option  pricing
model  with the following assumptions: risk free interest rate of 4.62  percent,
volatility of 262 percent, expected dividend yield of 0 percent, and an expected
life of five years. Additionally, the options contain an anti-dilution provision
such  that  they are convertible into common shares representing 6.5 percent  of
the  issued and outstanding shares of the common stock of the Company on a fully
diluted  basis.  The Company recognized compensation relating to  these  options
based  upon their fair value and recognized $61,198 of compensation expense  for
consulting services during the twelve months ended December 31, 2001.

The  value of anti-dilution features in the options described above was measured
at  the  grant date. However, if the anti-dilution provisions become  effective,
the fair value of the underlying common stock would be discounted to zero due to
the time required to sell the shares issued at the current trading volume of the
Company's common stock, and therefore has been assigned no value.

After  taking into account the above option activity, the Company had 12,278,767
options outstanding at December 31, 2001.

Had compensation for stock options granted to employees been determined based on
the  fair  value at the grant dates consistent with the method of FASB Statement
123,  pro forma net loss and basic and diluted loss per common share would  have
been increased to the following:

                                  10


                                          Twelve Months Ended
                                               December 31,
                                       -----------------------------
                                          2001             2000
                                       ------------    -------------
       Net loss as reported            $ (4,253,084)   $  (4,882,913)
       Net loss pro forma                (4,253,084)      (4,882,913)
       Basic and diluted loss per
         common share as reported             (0.28)           (0.39)
       Basic and diluted loss per
         common share pro forma               (0.28)           (0.39)


NOTE 7 - RELATED-PARTY TRANSACTIONS

On  January  22, 2001, the Company entered into an agreement with Pharmulations,
LLC ("Pharmulations"), an entity owned and controlled by Dr. Edward B. Walker, a
shareholder  and  former director of the Company whereby the  Company  purchased
rights  to  three  new  product formulations and agreed to pay  Pharmulations  a
transfer  fee of $15,000 however only $7,500 was paid.  Under the terms  of  the
purchase  agreement the Company had a period of up to eight months in  which  to
test  the  products and determine whether it wishes to market the  products.  On
September  21, the Company notified Pharmulations that it would not  market  the
three  products and returned all rights, title and interest in the  products  to
Pharmulations. Accordingly, the Company charged operations for the $7,500  paid.
With  the  notification  to  Pharmulations the  balance  of  the  liability  was
forgiven.


                                  11



Item 2.  Management's Discussion and Analysis or Plan of Operation.

The  following  discussion  and analysis provides information  which  management
believes  is  relevant  to  an  assessment and understanding  of  the  Company's
consolidated  results  of  operations and financial condition.   The  discussion
should  be  read  in  conjunction  with  the  unaudited  condensed  consolidated
financial statements as of and for the twelve months ended December 31, 2001 and
related  notes thereto together with the Company's Annual Report on Form  10-KSB
for  the  year  ended December 31, 2000.  Whenever in this discussion  the  term
"First Scientific" or the "Company" is used, it should be understood to refer to
First  Scientific,  Inc.  and its wholly owned subsidiaries  on  a  consolidated
basis, except where the context clearly indicates otherwise.

Legal Proceedings

In  June 2001, the Company became aware of circumstances indicating that one  or
more  of  the  former PureSoft owners had engaged in conduct which violated  the
terms  of their respective employment agreements with the Company.  On June  29,
2001,  the  Company terminated the employment of the officers  of  PureSoft  and
filed  a Complaint against them in the Third District Court of Salt Lake County,
Utah.  For  details  of  the Complaint, see Part II, Item 1.  Legal  Proceedings
contained elsewhere in this report.  The Complaint contains claims for breach of
fiduciary duty, breach of contract, conversion, and declaratory relief  relating
to  the  employment contracts, the lease with Colcord and the  warehouse  lease.
The defendants deny the allegations in the Complaint.

Subsequently,  a  Canadian  company known as National  Healthcare  Manufacturing
Corporation ("National") contacted the Company and alleged that the formulas for
several  of the products marketed by PureSoft and sold to the Company under  the
purchase  agreement  between PureSoft and the Company were misappropriated  from
National  by  one  of  the defendants who previously worked  for  National.  The
Company  is involved in discussions with National to investigate and attempt  to
resolve the issues raised by National's allegations.

The  Company has reviewed and modified its internal controls as a result of  the
PureSoft  discovery.   The  Company is confident  that  the  changes  made  will
strengthen internal controls.

Plan of Operation

First  Scientific  is engaged in the research, development and commercialization
of  break-through,  patent-pending skin care technologies that  advance  healthy
living.  The Company's market focus centers on introducing its technologies  and
products   to   the  professional  healthcare  market,  both  domestically   and
internationally.   Future  market opportunities have  been  identified  in  food
service,  hospitality,  retail and other major market segments.   The  Company's
progress in the professional healthcare market is advancing quickly with several
large  contracts  in place with market leaders.  The existing contracts  provide
access  to  acute care and long-term care settings, physician offices, alternate
care  sites and laboratories.  Late in the second quarter the Company began  its
first  retail  endeavor  by introducing the MicrobNZ products  into  a  national
retail outlet with 1,100 locations.

First  Scientific  currently operates from three locations:  corporate  offices,
warehousing,  mixing, stability testing, records storage and a  state-of-the-art
FDA  compliant research and development facility in Ogden, Utah; a sales  office
in Joilet, Illinois and an distribution facility located in Joilet, Illinois.

The  Company  maintains  information concerning  its  business,  products,  test
results,  media  coverage  and investor relations at  the  Company's  Web  site,
www.firstscientific.com.  Reference to the website is not  intended  and  should
not  be construed as incorporation of information contained on the site as  part
of this report.

First   Scientific  is  primarily  engaged  in  commercializing  the   following
technology platforms and products:

Antimicrobial Technology - MicrobNZT, Protection at the Microbial Level
MicrobNZ  is highly efficacious, long-lasting with a high degree of persistence,
and  fast-acting  against a broad spectrum of pathogens,  including  Escherichia
coli,  Pseudomonas aeruginosa, Staphylococcus aureus and drug resistant bacteria
such  as  Methicillin  resistant Staphylococcus  aureus  (MRSA)  and  Vancomycin
resistant  Enterococcus (VRE).  The MicrobNZ formulation does  not  contain  any
irritating or degrading active ingredients such as Triclosan, CHG (Chlorhexidine
Gluconate),  PCMX (Chloroxlyenol), iodine, or alcohol.  And, unlike these  other
degrading  active  ingredients, products formulated with MicrobNZ  significantly
improve and moisturize the skin.


                                12

First Scientific's antimicrobial formulation has in some instances exceeded  the
Food  and Drug Administration (FDA) protocols required for classification  as  a
Healthcare Personnel Handwash and as a First-Aid Antiseptic (21 CFR 333).

MicrobNZ  can  be used in a facility-wide healthcare setting and is  appropriate
for patient, public and staff handwashing. This technology is currently packaged
as   an  antimicrobial  handwash,  antimicrobial  lotion,  antimicrobial  spray,
antimicrobial  foam and antimicrobial towelettes. First Scientific  markets  its
antimicrobial  technology  to domestic and international  organizations  in  the
professional healthcare market under the MicrobNZ brand.

Skin Healing Technology - ShieldZT
First   Scientific's   patent-pending,  ShieldZ   technology   brings   together
Dimethicone  with skin-conditioning emollients and botanical oils  to  create  a
unique  formulation for the treatment and prevention of rashes. The Company  has
demonstrated  shelf  life of this stable Dimethicone oil-in-water  emulsion  for
periods  in  excess  of  three  years. ShieldZ  meets  FDA  requirements  to  be
considered an over-the-counter drug product. Packaged in large towelette form it
is  used  for the treatment and prevention of skin rashes caused by  infant  and
adult incontinence. First Scientific currently supplies a version of the ShieldZ
technology  as a waterless, rinse-free, patient-bathing product to  ConvaTec,  a
division of Bristol-Myers Squibb Company.

Manufacturing

The  Company currently contracts the manufacturing of its products to  carefully
selected  facilities that meet both GMP (Good Manufacturing Practices)  and  FDA
standards.  These contract manufacturers supply product to various customers who
require  GMP  and  FDA  compliant  facilities for  the  manufacturing  of  their
products.   First  Scientific  employs in-house  regulatory  experts  that  work
closely  with  contract manufacturers to establish and monitor product  specific
quality standards, and also to design and implement more efficient manufacturing
processes.

Outlook

The  Company's cash requirements through the end of 2001 will vary based upon  a
number  of  factors  including,  but not limited  to,  continuing  research  and
development   levels,   increased  market  development  activities,   facilities
enhancements,  additional  personnel,  travel  and  other  expenses  related  to
projected  growth.   With  respect to the year 2001, the  Company  expects  that
additional  cash  funding  will  be needed beyond  the  $1,000,000  received  in
connection  with the sale of 8,006,869 shares of common stock to  an  individual
who  is  a  director  of  the Company on June 6, 2001.  While  the  Company  has
continued  to  reduce its recurring operating expenses during the twelve  months
ended  December 31, 2001 compared to the three months ended September 30,  2001,
the  Company expects that additional funding will be required to meet  operating
needs   and  remain  a  going  concern.    In  April  2001,  the  Company  began
implementing further cost reductions and hoped to reduce monthly expenses  to  a
level approaching $150,000 per month beginning in the third quarter.  At the end
of  the  third quarter the company had successfully reduced its monthly expenses
to  $97,000 per month.  During the quarter the Company charged operations for an
inventory  impairment for goods returned from a customer to whom  a  credit  was
given.

Product research and development is ongoing.  Existing products are continuously
being  refined  and new technology developed to solve unmet market  needs.   The
Company's  existing facilities and equipment are projected to be  sufficient  to
meet most of its growth needs.

The  Company benefits from an experienced executive management team and a  board
of  directors comprising several senior-level business executives.  The  Company
has  assembled  an  in-house  team of respected, results-oriented  research  and
development, marketing, sales and operations professionals, as well  as  outside
advertising,  public  relations  and healthcare  market  consultants  to  advise
management on business strategy and product innovation.

                                13



Results of Operations

Twelve months ended December 31, 2001 compared to the twelve months ended
December 31, 2000

During  the twelve months ended December 31, 2001, the Company recorded revenues
of  $726,575, reflecting a increase of $240,245, or 149 percent, compared to the
same  period in the previous year.  Selling, general and administrative expenses
were  $2,902,396 and $4,423,530 during the twelve months ended December 31, 2001
and  2000,  respectively, representing a decrease of $1,521,134.   The  decrease
over  the  prior  year is due to the closing of the PureSoft  office  and  other
consolidating efforts in order to focus on core business opportunities.  Payroll
expenses  decreased $xxx,xxx and marketing, sales and travel expenses  decreased
by  $xxx,xxx  due to the reduction of sales and other support staff. Consulting,
legal,  investor relations, professional fees and various miscellaneous expenses
decreased   $xxx,xxx  due to consolidating efforts in order  to  focus  on  core
business  opportunities which took place during the twelve months ended December
31, 2001.

The  Company incurred research and development expenses of $197,815  during  the
twelve  months ended December 31, 2001, a decrease of $261,079 compared  to  the
same  period  in the previous year.  This decrease was due to the completion  of
the  Company's testing facilities, including a new lab and personnel to  support
testing at the lab.

Liquidity and Capital Resources

First  Scientific  had cash of $83,208 as of December 31, 2001,  representing  a
decrease  of  $1,149,095 from December 31, 2000. As of December 31,  2001  First
Scientific  had  a  negative  working  capital  $372,955.  The  Company  had  an
accumulated  deficit of ($22,254,671) at December 31, 2001, most  of  which  had
been  funded out of proceeds received from the issuance of stock.  This  deficit
includes $3,776,000 attributable to non-recurring charges for the purchase of in
-rocess research and development and $3,782,000 attributable to  dividends  and
beneficial  conversion  features  on preferred  stock.   The  remaining  deficit
resulted  primarily  from  costs  incurred  in  connection  with  research   and
development;  compliance of its proprietary products with FDA requirements;  and
operating expenses related to startup sales, marketing and administration.

Historically, the Company has financed its operations principally through loans,
private  placements  of  equity securities, and minimal  product  sales.   First
Scientific used net cash of $x,xxx,xxx in operating activities during the twelve
months  ended  December  31,  2001  related  primarily  to  the  net  loss  from
operations.   In the short term, the Company will be dependent on  a  few  large
customers  for  the  bulk of the Company's revenue.  Until  a  broader  base  of
customers  is established, the loss of one such customer could have  a  serious,
material  adverse  effect  on the Company's operating  viability.   Because  the
Company  presently has limited revenue, the Company will rely primarily on  cash
balances and proceeds from the sale of its equity and debt securities to satisfy
future capital requirements.  There can be no assurance that the Company will be
able  to  secure  this  funding or that the terms  of  such  financing  will  be
favorable  to  the  Company.   Furthermore,  the  issuance  of  equity  or  debt
securities  which  are or may become convertible into equity securities  of  the
Company  may result in substantial dilution to the stockholders of the  Company,
particularly  in  light  of  certain  anti-dilution  rights  held   by   certain
shareholders of the Company.

Forward-Looking Statements

When used in this Form 10-KSB and in other filings by First Scientific with  the
SEC,  in  First  Scientific's  press releases or  other  public  or  stockholder
communications,  or in oral statements made with the approval of  an  authorized
executive  officer of First Scientific, the words or phrases "would  be,"  "will
allow,"  "intends to," "will likely result," "are expected to," "will continue,"
"is anticipated," "estimate," "project," or similar expressions are intended  to
identify  "forward-looking statements" within the meaning  of  the  safe  harbor
provisions  of the Private Securities Litigation Reform Act of 1995 and  Section
21E of the Securities Exchange Act of 1934, as amended.

First  Scientific cautions readers not to place undue reliance on  any  forward-
looking  statements, which speak only as of the date made, are based on  certain
assumptions  and  expectations which may or may not be valid or actually  occur,
and which involve various risks and uncertainties, including but not limited  to
risk  of  product  demand,  market acceptance, economic conditions,  competitive
products  and  pricing, difficulties in product development,  commercialization,
and  technology, and other risks. In addition, sales and other revenues may  not
commence  or  continue as anticipated due to delays or otherwise. As  a  result,
First  Scientific's  actual results for future periods could  differ  materially
from those anticipated or projected.

                                14


Unless  otherwise  required  by  applicable  law,  First  Scientific  does   not
undertake,  and  specifically disclaims any obligation, to update  any  forward-
looking statements to reflect occurrences, developments, unanticipated events or
circumstances after the date of such statements.


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

In  March  2000,  the Company entered into a Purchase Agreement  (the  "Purchase
Agreement")  to  acquire  PureSoft Solutions LLC  ("PureSoft),  located  in  New
Hampshire.   The  transaction closed on June 2, 2000.   Following  the  closing,
PureSoft operated in New Hampshire as a subsidiary of the Company.

In  connection  with  the  acquisition,  the  Company  entered  into  employment
agreements  with  the  three former owners of PureSoft, and  appointed  them  as
officers  of  Puresoft. In June 2001, the Company became aware of  circumstances
indicating that one or more of the former PureSoft owners had engaged in conduct
which  violated  the  terms of their respective employment agreements  with  the
Company.   On  June  29,  2001, the Company terminated  the  employment  of  the
officers  of  PureSoft and filed a Complaint against them in the Third  District
Court  of  Salt  Lake County, Utah.  The Complaint alleges that the  defendants,
acting  on  behalf  of  the Company and/or PureSoft: (1) entered  into  material
agreements  that  were not disclosed to the executive officers  of  the  Company
prior   to  the  execution  of  the  Purchase  Agreement;  (2)  paid  PureSoft's
"landlord," Colcord Properties LLC ("Colcord"), a limited liability  company  of
which  one of the defendants is a member, approximately $53,000 of the Company's
funds for eight months advance rental and a security deposit equal to two months
of  rent and subsequently used the purported rental payments as part or  all  of
the  down payment for the purchase of the real property leased by Colcord to the
Company, without the authorization or approval of the executive officers of  the
Company;  (3)  failed  to disclose that one of the members  of  Colcord  was  an
officer  of  PureSoft;  (4)  entered into a  lease  with  Colcord,  without  the
authorization  or  approval of the executive officers of the Company;  (5)  paid
Colcord an additional $23,539 for "office build out" and "office wiring,"  which
were  not required by or even referenced in the lease, without the authorization
or approval of the executive officers of the Company; (6) paid themselves each a
"bonus," without the authorization or approval of the executive officers of  the
Company;  (7) paid a salary of $4,500 a month to a wife of one of the defendants
for  "accounting services"; and (8) did not disclose a warehouse  lease  to  the
executive  officers of the Company, by which the Company was  obligated  to  pay
above  market rates to an entity owned by one of the defendants.  The  Complaint
contains  claims  for breach of fiduciary duty, breach of contract,  conversion,
and  declaratory  relief relating to the employment contracts,  the  lease  with
Colcord  and  the warehouse lease.  The defendants deny the allegations  in  the
Complaint.

The  Company  and defendants have discussed settlement of the Company's  claims.
Defendants  contend  that  a  settlement agreement  was  reached.   The  Company
disagrees.   Defendants  have filed a motion to enforce the  alleged  settlement
agreement,  and the Company has opposed the defendants' motion.  The  motion  is
currently pending before the court.

Additionally,  a  Canadian  company known as National  Healthcare  Manufacturing
Corporation ("National") contacted the Company and alleged that the formulas for
several  of the products marketed by PureSoft and sold to the Company under  the
PureSoft  Agreement were misappropriated from National by one of the  defendants
who  previously  worked  for  National.  The  Company  is  involved  in  ongoing
discussions  with  National to investigate and attempt  to  resolve  the  issues
raised in National's allegations.


Item 5.  Other Information

In  February  2002, Randall L. Hales, resigned as the Company's Chief  Executive
Officer,  President  and   Chairman of the Board of Directors  to  pursue  other
interests.  E. Todd Heiner was subsequently appointed by the Board of  Directors
to serve as the Chairman of the Board of Directors.


                                15



Item 6. Exhibits and Reports on Form 8-K.

(a)             Exhibits

The following exhibits are filed herewith pursuant to Rule 601 of Regulation S-B
or are incorporated by reference to previous filings.

Exhibit #       Description
---------       -----------
   2.1           Agreement  and Plan of Reorganization, dated August 10, 1998,
                between the Registrant, Linco, Linco Acquisition  Corp.
                and Edward Walker(1)

   2.2          Purchase Agreement dated as of March 15, 2000 among the
                Registrant and David Wilich, Frank Wilich, Jr., Gene Dubois
                and PureSoft Solutions, LLC, a New Hampshire limited
                liability company(7)
   3.1          Articles of Incorporation(2)
   3.2          Bylaws(2)
   3.3          Amendment to Articles of  Incorporation changing name to
                First Scientific, Inc. and effecting a forward stock split(1)
  10.1          Non-qualified Stock Option Agreement with Jerral R. Pulley(3)
  10.2          Non-qualified Stock Option Agreement with Peter Sundwall,
                M.D.(3)
  10.3          1998 Stock Incentive Plan(4)
  10.4          Agreement with Weldon Phillips(5)
  10.5          Employment Agreement with Randy Hales(5)
  10.6          Consulting Agreement with Jerral R. Pulley(5)
  10.7          Consulting Agreement with Edward Walker(5)
  10.8          Exclusive License and Supply Agreement with Convatec
                (Confidential Testament Requested for Certain Portions)(6)
  10.9          Employment Agreement with David Wilich(7)
  10.10         Stock Options Agreement with David Wilich,
                Frank Wilich and Gene Dubois(6)
 10.11          Stock Options Agreement with Randall Hales(8)
 10.12          Stock Options Agreement with Edward Walker(8)
 10.13          Stock Options Agreement with John Querio(8)
 10.14          Stock Options Agreement with Daniel Rucker(8)
 10.15          Stock Options Agreement with Jerilyn Huffaker(8)

        ___________________
      (1)     Incorporated by reference to the same-numbered exhibit to the
      Form 8-K filed with the Securities and Exchange Commission October 2,
      1998, by First Scientific.

      (2)Incorporated by reference to the same-numbered exhibit to the
      Company's Registration Statement on Form 10-SB, file No. 0-24378.

      (3)Incorporated by reference to the same-numbered exhibit to the Form 10-
      QSB filed with the Securities and Exchange Commission November 16, 1998.

      (4)     Incorporated by reference from Quarterly Report on Form 10-QSB,
      filed on June 15, 1999.

      (5)Incorporated by reference to the same numbered exhibit to the form 10-
      QSB filed November 16, 1999.

      (6)Incorporated by reference from Amended Quarter Report on Form 10/QSB/A
      filed on March 8, 2000.

      (7) Incorporated by reference from Report on Form 8-K, filed on March 30,
      2000.

      (8) Filed herewith.

(b)       Reports of Form 8-K
          None.



                                16



                           SIGNATURES


In accordance with 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.


                     FIRST SCIENTIFIC, INC.
                           Registrant


DATED: April 15,  2002        By:    /s/  E. Todd Heiner
                                 -----------------------
                                   E. Todd Heiner, CEO,
                                   Principal Accounting Officer and
                                   Principal Financial Officer