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


                                   FORM 10-QSB



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



                    For the quarter ended September 30, 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 October 25, 2001.

                                1



                     FIRST SCIENTIFIC, INC. AND SUBSIDIARIES
                                   FORM 10-QSB


                      THREE MONTHS ENDED SEPTEMBER 30, 2001

                                TABLE OF CONTENTS

                         PART I - FINANCIAL INFORMATION

                                                                        Page

Item 1.  Financial Statements

     Condensed Consolidated Balance Sheet (Unaudited) as of
      September 30, 2001                                                  3

     Condensed Consolidated Statements of Operations and Comprehensive
      Loss (Unaudited) for the Three and Nine Months Ended September
      30, 2001 and 2000                                                   4

     Condensed Consolidated Statements of Cash Flows (Unaudited) for
      the Nine Months Ended September 30, 2001 and 2000.                  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                                               16

Item 6.  Exhibits and Reports on Form 8-K                                16

Signatures                                                               17

                                2


PART I - FINANCIAL INFORMATION
Item 1. Financial Statements

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


                                             September 30,  December 31,
                                                 2001          2000
                                              ------------  ------------

                                     ASSETS


Current Assets
 Cash                                         $     83,208  $  1,232,303
 Accounts receivable, net of allowance
  for doubtful accounts of $16,000 and
  $30,000, respectively                            138,644       136,912
 Inventory                                         438,026       321,901
 Prepaid expenses and other assets                   4,977       118,700
                                              ------------  ------------
     Total Current Assets                          664,855     1,809,816
                                              ------------  ------------
Property and Equipment
  Equipment                                        428,201       620,115
  Leasehold improvements                            83,763        83,763
  Less: Accumulated depreciation and
   amortization                                   (149,744)     (109,305)
                                              ------------  ------------
          Property and Equipment, net              362,220       594,573
                                              ------------  ------------
Goodwill and Other Intangible Assets, net              ---     1,087,723

Other Assets                                        14,454        22,541
                                              ------------  ------------
Total Assets                                  $  1,041,529  $  3,514,653
                                              ============  ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
  Accounts payable                            $    292,987  $    338,723
  Accrued liabilities                              341,326       232,928
  Deferred revenue                                 131,801       351,689
  Customer prepayments                              20,000           ---
  Capital lease obligations, current portion        11,696        14,811
  PureSoft purchase obligation to related
   party                                           240,000       240,000
                                              ------------  ------------
Total Current Liabilities                        1,037,810     1,178,151
                                              ------------  ------------
Capital Lease Obligations, net of
 current portion                                    21,175        29,545
                                              ------------  ------------
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)                                        ---     3,331,036
                                              ------------  ------------
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        23,045
  Additional paid-in capital                    17,175,752    13,356,477
  Deferred Compensation                                ---       (43,683)
  Accumulated deficit                          (22,254,671)  (14,359,918)
                                              ------------  ------------
          Total Stockholders' Deficit              (17,456)   (1,024,079)
                                              ------------  ------------
Total Liabilities and Stockholders' Deficit   $  1,041,529  $  3,514,653
                                              ============  ============

   See accompanying notes to the Condensed Consolidated Financial Statements.

                                3


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

                                Three Months Ended        Nine Months Ended
                                   September 30,             September 30,
                              ------------------------  ------------------------
                                 2001        2000          2001         2000
                              -----------  -----------  -----------  -----------
<S>                          <C>          <C>          <C>          <C>
Revenues
 Products                     $   174,942  $   226,489  $   685,820  $   300,092
 Services and licenses             40,755          ---       40,755       83,016
                              -----------  -----------  -----------  -----------
  Total Revenues                  215,697      226,489      726,575      383,108
                              -----------  -----------  -----------  -----------
Cost of Revenues
 Products                         183,481      126,804      523,073      220,597
 Services                           7,832          ---        7,832          ---
                              -----------  -----------  -----------  -----------
  Total Cost of Revenues          191,313      126,804      530,905      220,597
                              -----------  -----------  -----------  -----------
Gross Profit                       24,384       99,685      195,670      162,511
                              -----------  -----------  -----------  -----------
Operating Expenses
 Selling, general and
  administrative                  609,179    1,337,857    2,902,396    3,000,291
 Research and development          49,046       97,046      197,815      218,834
 Amortization of goodwill and
  other intangibles                61,569       61,569      184,707       95,246
 Impairment of goodwill,
  equipment and building lease  1,072,196          ---    1,092,188          ---
                              -----------  -----------  -----------  -----------
   Total Operating Expenses     1,791,990    1,496,472    4,377,106    3,314,371
                              -----------  -----------  -----------  -----------
Loss from Operations           (1,767,606)  (1,396,787)  (4,181,436)  (3,151,860)
                              -----------  -----------  -----------  -----------
Other Income (Expense)
 Interest income                    1,148       38,094        9,399       61,044
 Interest expense                  (3,760)      (6,221)      (9,592)     (18,995)
 Realized loss on marketable
  securities                      (44,351)     (25,530)     (71,455)    (100,717)
                              -----------  -----------  -----------  -----------
  Net Other Income (Expense)      (46,963)       6,343      (71,648)     (58,668)

Net Loss                       (1,814,569)  (1,390,444)  (4,253,084)  (3,210,528)

Preferred Stock Dividends      (3,374,769)  (1,026,986)  (3,641,669)  (3,166,907)
                              -----------  -----------  -----------  -----------
Net Loss Attributable to
 Common Stockholders          $(5,189,338) $(2,417,430) $(7,894,753) $(6,377,435)
                              ===========  ===========  ===========  ===========
Basic and Diluted Net Loss
 Per Common Share             $     (0.15) $     (0.12) $     (0.28) $     (0.31)
                              ===========  ===========  ===========  ===========
Basic and Diluted
 Weighted-Average Common
 Shares Outstanding            33,571,981   20,988,556   28,325,840   20,740,192
                              ===========  ===========  ===========  ===========
Comprehensive Loss
 Net loss                     $(1,814,569) $(1,390,444) $(4,253,084) $(3,210,528)
 Reclassification adjustment
  for realized losses on
  marketable securities included
  in net loss                         ---          ---          ---       16,903
                              -----------  -----------  -----------  -----------
   Comprehensive loss         $(1,814,569) $(1,390,444) $(4,253,084) $(3,193,625)
                              ===========  ===========  ===========  ===========
</TABLE>


   See accompanying notes to the Condensed Consolidated Financial Statements.

                                4


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


                                                     Nine Months Ended
                                                        September 30,
                                                  --------------------------
                                                      2001         2000
                                                  ------------  ------------
Cash Flows From Operating Activities
    Net loss                                      $ (4,253,084) $ (3,210,528)
    Adjustments to reconcile net loss to net
     cash used in operating activities:
      Depreciation and amortization                    276,236       148,955
      Loss on marketable securities                     71,455       100,717
      Property and equipment exchanged for
       rent                                              4,087
      Compensation related to grant of stock
       options                                          43,683       329,657
      Impairment of goodwill, equipment and
       building lease                                1,092,188           ---
      Interest income related party note
       receivable                                          ---          (861)
      Loss on disposal of property and
       equipment                                           ---         5,573
      Changes in assets and liabilities, net
       of effects of the acquisition of
       PureSoft Solutions LLC:
        Accounts receivable, net                        (1,731)      (65,642)
        Inventory                                     (116,125)     (123,684)
        Notes receivable                                   ---       (50,000)
        Prepaid expenses and other current
        assets                                         114,061       (24,035)
        Other assets                                     7,749        34,884
        Accounts payable                               (45,736)      211,139
        Accrued liabilities                             40,737        47,462
        Customer deposits                               15,450           ---
        Deferred revenue                              (215,338)          ---
                                                  ------------  ------------
          Net Cash Used In Operating Activities     (2,966,368)   (2,596,363)
                                                  ------------  ------------
Cash Flows From Investing Activities
    Purchases of property and equipment                (20,992)     (405,951)
    Cash received from sale of property
     and equipment                                      36,215           ---
    Proceeds from sale of marketable securities      1,328,545           ---
   Acquisition of PureSoft Solutions LLC,
    net of cash acquired                                   ---      (202,422)
                                                  ------------  ------------
          Net Cash Provided by (Used In)
           Investing Activities                      1,343,768      (608,373)
                                                  ------------  ------------
Cash Flows From Financing Activities
   Principal payments on notes payable                     ---      (369,590)
   Principal payments on capital lease
    obligations                                        (11,485)       (8,097)
   Payment of preferred stock dividends                (79,034)          ---
   Proceeds from issuance of preferred stock               ---     3,600,000
   Proceeds from issuance of common stock              564,024     2,476,999
                                                  ------------  ------------
          Net Cash Provided By
           Financing Activities                        473,505     5,699,312
                                                  ------------  ------------
Net Increase (Decrease) In Cash                     (1,149,095)    2,494,576
Cash At Beginning Of The Period                      1,232,303       207,934
                                                  ------------  ------------
Cash At End Of The Period                         $     83,208  $  2,702,510
                                                  ============  ============


   See accompanying notes to the Condensed Consolidated Financial Statements.

                                5


                     FIRST SCIENTIFIC, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                                   (UNAUDITED)


                                                     Nine Months Ended
                                                       September 30,
                                                  ------------------------
                                                     2001         2000
                                                  -----------  -----------
Supplemental Disclosure of Cash Flow
 Information:

 Cash paid during the period for interest         $     2,058  $    18,739

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                     ---     2,139,921
  Equipment acquired through capital lease
   obligations                                           ---        33,021
  Stock option grants at less than fair value            ---       193,750
   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.

Operating  results for the three and nine months ended September 30,  2001,  are
not  necessarily indicative of the operating results to be expected for the year
ending December 31, 2001.

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.   The  Company  expects these losses to  continue  at  least  through
December  31,  2001.  As of September 30, 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 nine months ended September 30, 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  nine  months  ended  September 30, 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  September 30, 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 September 30, 2001 there were
3,652 shares of convertible preferred stock, 10,526,575 shares of common stock,
and 10,491235 stock purchase options which contain anti-dilution 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 in Note 3 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.

                                8


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.

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 September 30, 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 September  30,  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 September 30,
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 quarter
ended September 30, 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

                                9


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.

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  nine  months  ended September 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 three and nine months ended September 30,  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 three and nine months
ended September 30, 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.

                                10


After  taking into account the above option activity, the Company had 12,278,767
options outstanding at September 30, 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:


                               Three Months Ended        Nine Months Ended
                                  September 30,             September 30,
                             ------------------------  ------------------------
                                2001         2000         2001         2000
                             -----------  -----------  -----------  -----------
  Net loss as reported       $(1,814,569) $(1,390,444) $(4,253,084) $(3,210,528)
  Net loss pro forma          (1,885,923)  (1,390,444)  (4,324,438)  (3,210,528)
  Basic and diluted loss per
   common share as reported        (0.06)       (0.12)       (0.17)       (0.31)
  Basic and diluted loss per
   common share pro forma          (0.06)       (0.12)       (0.17)       (0.31)

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 three and nine months ended September 30,
2001  and  2000  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 an 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  three  months
ended  September 30, 2001 compared to the three months ended June 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

Three months ended September 30, 2001 compared to the three months ended
September 30, 2000

During  the three months ended September 30, 2001, the Company recorded revenues
of  $215,697,  reflecting a decrease of $10,792, or 4 percent, compared  to  the
same  period in the previous year.  Selling, general and administrative expenses
were  $609,179 and $1,337,857 during the three months ended September  30,  2001
and  2000, respectively, representing a decrease of $728,678.  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 $103,000 and marketing, sales and travel expenses  decreased
by  $103,000  due to the reduction of sales and other support staff. Consulting,
legal,  investor relations, professional fees and various miscellaneous expenses
decreased   $290,000  due to consolidating efforts in order  to  focus  on  core
business  opportunities which took place during the three months ended September
30, 2001.

The  Company  incurred research and development expenses of $49,046  during  the
three  months  ended September 30, 2001, a decrease of $47,997 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.

Nine months ended September 30, 2001 compared to the nine months ended September
30, 2000

During  the nine months ended September 30, 2001, the Company recorded  revenues
of  $726,575, reflecting an increase of $343,467 compared to the same period  in
the  previous year. Selling, general and administrative expenses were $2,902,396
and  $3,000,291  during  the  nine months ended September  30,  2001  and  2000,
respectively, representing a decrease of $97,895.  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  increased  $545,000 due to the addition of  sales  and  administrative
support personnel primarily associated with PureSoft  during the  first
six  months  of  2001.  Marketing, sales and travel related  expenses  decreased
$50,000  due to reduction of sales and support personnel. Rent expense increased
$54,000  in connection with the write-off of prepaid rent and a security deposit
related  to  the  termination  of  a New Hampshire  facility  lease  commitment.
Consulting, legal, investor relations, professional fees and other miscellaneous
expenses  decreased $162,000 due to consolidating efforts in order to  focus  on
core business opportunities.

The  Company incurred research and development expenses of $197,815  during  the
nine months ended September 30, 2001, a decrease of $21,019 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 September 30, 2001,  representing  a
decrease  of  $1,149,095 from December 31, 2000. As of September 30, 2001  First
Scientific  had  a  negative  working  capital  $372,955.  The  Company  had  an
accumulated  deficit of ($22,254,671) at September 30, 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-process  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 $2,966,368 in operating activities during  the  six
months  ended  September  30,  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.

                                14

Forward-Looking Statements

When used in this Form 10-QSB 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.

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.

                                15


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  2001,  John  L. Theler resigned as the Company's  Chief  Financial
Officer to pursue other interests.  Until a new CFO is named, Randall L.  Hales,
the Company's Chief Executive Officer, will act as CFO.


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: November  19,  2001         By:    /s/  Randall L. Hales
                                   ------------------------------------
                                   Randall L. Hales, CEO, President and
                                   Principal Accounting Officer


                                17