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UNITED STATES SECURITIES AND EXCHANGE COMMISSION  
Washington, DC 20549

FORM 10QSB

|[ x ]  | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities  Exchange Act of 1934
|------ | ----------------------------------------------------------------------------------------
|       | FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002                                       
|       | OR                                                                                      
|[    ] | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|       | For the transition period from to                                                       

COMMISSION FILE NUMBER 0-27094

FIRST AMERICAN SCIENTIFIC CORP.(Exact name of registrant as specified in its charter)

|NEVADA(State of other jurisdiction of incorporation or organization) | 88-0338315 (IRS Employer Identification Number)
|-------------------------------------------------------------------- | -----------------------------------------------

100 Park Royal South 
Suite 811 
Vancouver, British Columbia 
Canada  V7T 1A2(Address of principal executive offices)

(604) 931-9035 (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [ x ] No [ ]

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of September 30, 2002: 145,764,921

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PART I.

ITEM 1. FINANCIAL STATEMENTS

Board of Directors 
First American Scientific Corp.
Vancouver, BC

ACCOUNTANT'S REVIEW REPORT

We have reviewed the accompanying consolidated balance sheet of First American Scientific Corp. as of September 30, 2002 and the related statements of operations, stockholders' equity, and cash flows for the three months ended September, 2002 and 2001.  These financial statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants.  A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters.  It is substantially less in scope than an audit in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole.  Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with accounting principles generally accepted in the United States of America.

The financial statements for the year ended June 30, 2002 were audited by us and we expressed an unqualified opinion on them in our report dated September 12, 2002, but we have not performed any auditing procedures since that date.

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern.  As discussed in Note 2, the Company has an accumulated deficit of $9,152,310 at September 30, 2002 and has limited sales volume.  These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans regarding those matters also are described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Williams & Webster, P.S.
Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington
November 12, 2002



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|FIRST AMERICAN SCIENTIFIC CORP.
CONSOLIDATED BALANCE SHEETS
|-----------------------------------------------------------
|                                                           
|ASSETS                                                     
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|CURRENT ASSETS                                             
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|PROPERTY AND EQUIPMENT                                     
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|OTHER ASSETS                                               
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|NET ASSETS DISTRIBUTED TO SUBSIDIARY                       
|TOTAL ASSETS                                               
|LIABILITIES AND STOCKHOLDERS' EQUITY                       
|CURRENT LIABILITIES                                        
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|LONG TERM LIABILITIES                                      
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|COMMITMENTS AND CONTINGENCIES                              
|MINORITY INTEREST IN SUBSIDIARY                            
|STOCKHOLDERS' EQUITY                                       
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|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 

See accountant's review report.

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|FIRST AMERICAN SCIENTIFIC CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS 
AND COMPREHENSIVE INCOME (LOSS)
|------------------------------------------------------------------------------------------------------
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|REVENUES                                                                                              
|COST OF SALES                                                                                         
|GROSS PROFIT                                                                                          
|OPERATING EXPENSES                                                                                    
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|LOSS FROM CONTINUING OPERATIONS                                                                       
|LOSS FROM DISTRIBUTED SUBSIDIARY                                                                      
|LOSS BEFORE INCOME TAXES                                                                              
|INCOME TAXES                                                                                          
|NET LOSS BEFORE  ALLOCATION TO MINORITY INTEREST                                                      
|ALLOCATION OF LOSS TO MINORITY INTEREST                                                               
|NET LOSS                                                                                              
|OTHER COMPREHENSIVE INCOME (LOSS)                                                                     
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|COMPREHENSIVE NET LOSS                                                                                
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|                                                                                                      





See accountant's review report.

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|FIRST AMERICAN SCIENTIFIC CORP. 
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY    
|-----------------------------------------------------------------------------------
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Balance, June 30, 2001                                                             
|Common stock issued for cash of $189,850 and services of $82,850 at $0.09 per share
|Common stock issued for compensation at $0.09 per share                            
|Common stock issued for legal services at $0.10 per share                          
|Common stock issued for KDS machine at $0.09 per share                             
|Common stock issued for equipment at $0.13 per share                               
|Common stock issued for accounts payable at $0.095 per share                       
|Common stock issued from options for services at $0.09 per share                   
|Common stock issued for rent expenses at $0.125 per share                          
|Options issued for services                                                        
|Foreign currency translation loss                                                  
|Net loss for the year ended June 30, 2002                                          
|Balance, June 30, 2002                                                             
|Net assets distributed to shareholders of VideoMovieHouse                          
|Common stock issued for consulting services at $0.07 per share                     
|Common stock issued as compensation at $0.07 per share                             
|Common stock issued for legal fees at $0.05 per share                              
|Common stock issued for professional services at $0.05 per share                   
|Foreign currency translation loss                                                  
|Net loss for the three months ended September 30, 2002                             
|Balance, September 30, 2002, unaudited                                             





See accountant's review report.

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|FIRST AMERICAN SCIENTIFIC CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
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|CASH FLOWS PROVIDED (USED) IN OPERATING ACTIVITIES                   
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|Net cash (used) in operating activities                              
|CASH FLOWS PROVIDED (USED) IN                                        
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|Net cash used in investing activities                                
|CASH FLOWS PROVIDED (USED) IN FINANCING ACTIVITIES                   
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|Net cash provided by financing activities                            
|NET INCREASE (DECREASE) IN CASH                                      
|Other comprehensive loss                                             
|CASH - Beginning of year                                             
|CASH - End of period                                                 
|SUPPLEMENTAL CASHFLOW DISCLOSURES:                                   
|                                                                     
|                                                                     
|NON-CASH TRANSACTIONS:                                               
|                                                                     

See accountant's review report.

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FIRST AMERICAN SCIENTIFIC CORP.
Notes to the Consolidated Financial Statements
September 30, 2002

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

First American Scientific Corp. (hereinafter "the Company" or "FASC") was incorporated in April 1995 under the laws of the State of Nevada primarily for the purpose of manufacturing and operating equipment referred to as the KDS Micronex System.  This patented process has the capability of reducing industrial material such as limestone, gypsum, zeolite, wood chips, bio-waste, rubber and ore containing precious metals to a fine talcum-like powder.  The process can significantly increase the end value of the host material.  The Company maintains an office in Vancouver, British Columbia, Canada.

The Company, through VMH, has developed an internet sales site known as VMH Videomoviehouse.com Inc.  The site is designed to sell videos, CDs and books and, as technology advancements permit, is expected to become a virtual video rental store.  See Note 12.

In September 1999, the Company entered into an agreement with VMH Videomoviehouse.com Inc., ("VMH") a British Columbia company whereby the Company acquired 100% of the common shares and the technology of VMH in return for a cash consideration of $250,000. (See Note 7).  VMH possesses domain names, a web page, and technology for the sale of videos, DVD's, and CD's through the internet.

The Company formed First American Power Corp, formerly 521345 BC Ltd., a wholly owned subsidiary, in 1998 in order to provide research and development services exclusively to First American Scientific Corp. that are eligible for Canadian research and development credits and, when feasible, operate a profitable production facility in Canada.

The Company formed Alternative Green Energy Systems, Inc. (hereinafter "AGES") in 2002 for the purpose of using FASC's licensed technology and patents to manufacturer, sell, operate and use the KDS machines in combination with available expertise in wood dust burning technology.  See Note 10.  The Company owns 43.48% and has management control of AGES.  William E. Barber owns 43.48% and Hydro-Quebec Capitech Inc. owns 13.04% of AGES.

The Company's year-end is June 30th.

Impairment of Long-Lived AssetsIn October 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" (SFAS No. 144).  SFAS No. 144 replaces SFAS 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."  This standard establishes a single accounting model for long-lived assets to be disposed of by sale, including discontinued operations.  Statement 144 requires that these long-lived assets be measured at the lower of carrying amount or fair value less cost to sell, whether reported in continuing operations or discontinued operations.  This statement is effective beginning for fiscal years after December 15, 2001, with earlier application encouraged.  The Company believes the adoption of SFAS No. 144 will not have a material impact on the financial statements of the Company at June 30, 2002.

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FIRST AMERICAN SCIENTIFIC CORP.
Notes to the Consolidated Financial Statements
September 30, 2002

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Impairment of Long-Lived Assets (continued)This summary of significant accounting policies of First American Scientific Corp. is presented to assist in understanding the Company's financial statements.  The financial statements and notes are representations of the Company's management, which is responsible for their integrity and objectivity.  These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

Interim Financial StatementsThe interim financial statements for the period ended September 30, 2002, included herein have not been audited, at the request of the Company.  They reflect all adjustments, which are, in the opinion of management, necessary to present fairly the results of operations for the period.  All such adjustments are normal recurring adjustments.  The results of operations for the period presented is not necessarily indicative of the results to be expected for the full fiscal year.

Going ConcernThe accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  This basis of accounting contemplates the recovery of the Company's assets and the satisfaction of its liabilities in the normal course of operations.

As shown in the accompanying financial statements, the Company has incurred an accumulated deficit of $9,152,310 through September 30, 2002 and has minimal revenues.  Although the Company recorded $1,108,087 in sales during the year ended June 30, 2002, it also generated a loss from operations of $879,067.  These factors raise substantial doubt about the Company's ability to continue as a going concern.

Management plans to undertake a comprehensive review of its ongoing business to substantially increase sales through current channels and develop new sales opportunities.

Management has established plans designed to increase the sales of the Company's products by continued research and development and combining technology through AGES.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

Management intends to seek new capital from new equity securities offerings that will, if successful, provide funds needed to increase liquidity, fund internal growth and fully implement its business plan.  However, there is no assurance that the Company will raise the required capital.  If the Company is unable to raise the required capital, then it will assess its future business viability.

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FIRST AMERICAN SCIENTIFIC CORP.
Notes to the Consolidated Financial Statements
September 30, 2002

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Accounting MethodThe Company uses the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

Derivative InstrumentsThe Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended by SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB No. 133", and SFAS No. 138, "Accounting for Certain

Derivative Instruments and Certain Hedging Activities", which is effective for the Company as of January 1, 2001.  This standard establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities.  It requires that an entity recognize all derivatives as either assets or liabilities in the consolidated balance sheet and measure those instruments at fair value.

If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction.  For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change.

Historically, the Company has not entered into derivatives contracts to hedge existing risks or for speculative purposes.

At September 30, 2002 the Company has not engaged in any transactions that would be considered derivative instruments or hedging activities.

Loss Per ShareIn June 1999, the Company adopted Statement of Financial Accounting Standards Statement (SFAS) No. 128, Earnings Per Share.  Basic earnings (loss) per share is computed using the weighted average number of common shares outstanding.  Diluted net loss per share is the same as basic net loss per share, as the inclusion of common stock equivalents would be antidilutive.

Principles of ConsolidationThe consolidated financial statements include the accounts of the Company and its subsidiaries.  All significant inter-company transactions and balances have been eliminated in consolidation.

Minority InterestAt June 30, 2002 minority shareholders held an approximately 56.52% interest in Alternative Green Energy Systems, Inc. The value for this minority interest is shown on the accompanying balance sheet.

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FIRST AMERICAN SCIENTIFIC CORP.
Notes to the Consolidated Financial Statements
September 30, 2002

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Cash and Cash EquivalentsFor purposes of the Statement of Cash Flows, the Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents.

Prepaid expensesPrepaid expenses consist of commissions and salaries paid in advance that will be amortized as earned.

Fair Value of Financial InstrumentsThe carrying amounts for cash, accounts receivable, the trust account, accounts payable, and accrued liabilities approximate their fair value.

Concentration of RiskThe Company maintains its cash accounts in primarily one commercial bank in Vancouver, British Columbia, Canada.  The Company's cash account, which is not insured, is a business checking account in United States dollars.

ReclassificationCertain amounts from prior periods have been reclassified to conform with the current period presentation.  This reclassification has resulted in no changes to the Company's accumulated deficit or net losses presented.

Foreign Currency TranslationAssets and liabilities of the Company's foreign operations are translated into U.S. dollars at the period-end exchange rates, and revenue and expenses are translated at the average exchange rates during the period.  Exchange differences arising on translation are disclosed as a separate component of shareholders' equity. Realized gains and losses from foreign currency transactions are reflected in the results of operations.

Provision for TaxesIncome taxes are provided based upon the liability method of accounting pursuant to SFAS No. 109 "Accounting for Income Taxes."  Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end.  A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the "more likely than not" standard imposed by SFAS No. 109 to allow recognition of such an asset.

At September 30, 2002, the Company had net deferred tax assets of approximately $900,000 principally arising from net operating loss carryforwards for income tax purposes, and stock and options issued for services.  As management of the Company cannot determine that it is more likely than not that the Company will realize the benefit of the net deferred tax asset, a valuation allowance equal to the net deferred tax asset has been established at September 30, 2002.

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FIRST AMERICAN SCIENTIFIC CORP.
Notes to the Consolidated Financial Statements
September 30, 2002

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Provision for Taxes (continued)
At September 30, 2002, the Company has net operating loss carryforwards of approximately $5,980,000, which expire in the years 2015 through 2021.  The Company recognized approximately $237,000 of losses for the issuance of restricted common stock and stock options for services in fiscal 2003, which are not deductible for tax purposes and are not included in the above calculation of deferred tax assets.

Use of EstimatesThe process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses.  Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements.  Accordingly, upon settlement, actual results may differ from estimated amounts.

Compensated AbsencesEmployees of the Company are entitled to paid vacation, paid sick days and personal days off, depending on job classification, length of service, and other factors.  It is impracticable to estimate the amount of compensation for future absences, and, accordingly, no liability has been recorded in the accompanying financial statements.  The Company's policy is to recognize the costs of compensated absences when actually paid to employees.

Segment InformationThe Company adopted SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information," during the second quarter of 1999. SFAS No. 131 established standards for reporting information about operating segments in annual financial statements and requires selected information about operating segments in interim financial reports issued to stockholders. It also established standards for related disclosures about products and services and geographic areas. Operating segments are defined as components of an enterprise about which separate financial information is available, evaluated regularly by the chief operating decision makers, or a decision making group, in deciding how to allocate resources and in assessing performance.  At September 30, 2002 the Company no longer has any operating segments.

Revenue and Cost RecognitionRevenues from the sale of KDS machines are recognized when there is a sales contract, all criteria of the contract has been completed, collectibility is reasonably assured and the products are delivered.

KDS machine costs include all direct material and labor costs and related indirect costs.  Changes in job performance, job conditions, and estimated profitability may result in revisions to product costs, which are recognized in the period in which the revisions are determined.



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FIRST AMERICAN SCIENTIFIC CORP.
Notes to the Consolidated Financial Statements
September 30, 2002

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

InventoryInventories are stated at the lower of average cost or market. The cost of finished goods includes the cost of raw material, direct and indirect labor, and other indirect manufacturing costs.

The components of inventory are as follows:

|                          | September 30,
2002 |  | June 30,
2002
|------------------------- | ------------------ |  | -------------
|                          |                    |  |              
|Finished goods - Machines | 490,442            |  | 658,486      

Accounting PronouncementsIn October 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 143, "Accounting for Asset Retirement Obligations" (SFAS No. 143).  SFAS No. 143 establishes guidelines related to the retirement of tangible long-lived assets of the Company and the associated retirement costs.  This statement requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made.  The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived assets.  This statement is effective for financial statements issued for the fiscal years beginning after June 15, 2002 and with earlier application encouraged.  The Company adopted SFAS No. 143 and does not believe that the adoption will have a material impact on the financial statements of the Company at September 30, 2002.

In June 2001, the FASB issued SFAS No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141 provides for the elimination of the pooling-of-interests method of accounting for business combinations with an acquisition date of July 1, 2001 or later. SFAS No. 142 prohibits the amortization of goodwill and other intangible assets with indefinite lives and requires periodic reassessment of the underlying value of such assets for impairment. SFAS No. 142 is effective for fiscal years beginning after December 15, 2001. An early adoption provision exists for companies with fiscal years beginning after March 15, 2001. On June 30, 2001, the Company adopted SFAS No. 142. Application of the nonamortization provision of SFAS No. 142 resulted in no change in net income in fiscal 2002. The Company does not have assets with indeterminate lives.

In September 2000, the FASB issued SFAS No. 140 "Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities."  This statement provides accounting and reporting standards for transfers and servicing of financial assets and extinguishment of liabilities and also provides consistent standards for distinguishing transfers of financial assets that are sales from transfers that are secured borrowings.  SFAS No. 140 is effective for recognition and reclassification of collateral and for disclosures relating to securitization transactions and collateral for fiscal years ending after December 15, 2000, and is effective for transfers and servicing of financial assets and extinguishments of liabilities occurring after June 30, 2001.  The



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FIRST AMERICAN SCIENTIFIC CORP.
Notes to the Consolidated Financial Statements
September 30, 2002

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Accounting Pronouncements (continued)
adoption of this standard did not have a material effect on the Company's results of operations or financial position.

Web Site DevelopmentEffective January 1, 2000, the Company adopted SOP 98-1 as amplified by EITF 00-2, "Accounting for Web Site Development costs."  In accordance with this early adoption, the Company has capitalized $126,021 in web site development costs.  Beginning July 1, 2001, these capitalized costs are being amortized over three years.

Comprehensive IncomeIn June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS No. 130").  SFAS 130 establishes standards for reporting and displaying comprehensive income, its components and accumulated balances. SFAS 130 is effective for periods beginning after December 15, 1997. The Company adopted this accounting standard and its adoption is reflected in the accompanying financial statements.

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment are stated at cost.  Depreciation is provided using the straight-line method over the estimated useful lives of the assets.  The useful lives of property, plant and equipment for purposes of computing depreciation are five to forty years. The following is a summary of property, equipment, and accumulated depreciation:

|                                       |  |  | June 30,
2002 |  | September 30,
2002
|-------------------------------------- |  |  | ------------- |  | ------------------
|Kinetic disintegration equipment (KDS) |  |  | $236,557      |  | $236,557          
|Plant assets and equipment             |  |  | 19,389        |  | 19,389            
|Office equipment                       |  |  | 43,619        |  | 47,874            
|Leasehold improvements                 |  |  | 7,811         |  | 7,811             
|Total assets                           |  |  | $ 307,377     |  | $ 311,631         
|Less accumulated depreciation          |  |  | (104,200)     |  | 90,295            
|                                       |  |  | $ 203,177     |  | $ 221,336         

Depreciation expense for the three months ended September 30, 2002 and for the year ended June 30, 2002 was $15,582 and $36,009, respectively.  The Company evaluates the recoverability of property and equipment when events and circumstances indicate that such assets might be impaired.  The Company determines impairment by comparing the undiscounted future cash flows estimated to be generated by these assets to their respective carrying amounts.  Maintenance and repairs are expensed as incurred.  Replacements and betterments are



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FIRST AMERICAN SCIENTIFIC CORP.
Notes to the Consolidated Financial Statements
September 30, 2002

NOTE 3 - PROPERTY AND EQUIPMENT (continued)

capitalized.  The cost and related reserves of assets sold or retired are removed from the accounts, and any resulting gain or loss is reflected in results of operations.

During the year ended June 30, 2002, the Company determined that three of its KDS machines were impaired.  These machines were written down to $150,000 each and reclassified to inventory.  During the quarter ending June 30, 2002, these three machines were sold for $150,000 each.  The Company recognized a $122,542 loss in impairment.

NOTE 4 - TECHNOLOGY RIGHTS AND PATENTS

Technology LicensesOn June 22, 1995, the Company entered into a license agreement with Spectrasonic Corp. (hereinafter "Spectrasonic"), a related party, for the worldwide license to its unpatented Kinetic Disintegration Equipment (KDS) for use in rubber and glass recycling and disposal, for a period of ninety-nine years.  The purchase price of this license and one SDM machine was $550,000, with license rights valued at $250,000.  Since then, modifications were made to the first KDS machine, bringing its total cost to $440,740.  This machine was transferred to the Company's subsidiary, 521345 BC Ltd., at its book value of $55,669.

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

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

On July 2, 1997, the Company finalized negotiations with Spectrasonic for all patents to be issued or pending, including all data pertaining to the patent process with respect to the Kinetic Disintegration Machine (KDS Machine) whose worldwide rights had been previously acquired by the Company.  In the negotiations, the Company acquired all manufacturing rights applicable to the KDS machine technology.  The Company has sole right and responsibility for manufacturing the machinery.  Consideration to Spectrasonic was 1,000,000 common shares of the Company's stock at $0.25 per share issued on December 1, 1999.

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FIRST AMERICAN SCIENTIFIC CORP.
Notes to the Consolidated Financial Statements
September 30, 2002

NOTE 4 - TECHNOLOGY RIGHTS AND PATENTS

Technology Licenses (continued)
Technology licenses, patents and manufacturing rights are stated at cost. Amortization is provided using the straight-line method over the estimated useful lives of the assets, which are five and fifteen years.

The following is a summary of technology licenses, patents and manufacturing rights and accumulated amortization:

|                                 |  | June 30,
2002 |  | September 30,
2002
|-------------------------------- |  | ------------- |  | ------------------
|                                 |  |               |  |                   
|Technology license and rights    |  | 1,905,000     |  | 1,905,000         
|Patents and manufacturing rights |  | 250,000       |  | 250,000           
|                                 |  | $2,155,000    |  | $2,155,000        
|Less accumulated amortization    |  | 738,848       |  | 702,930           
|                                 |  | $1,416,152    |  | $1,452,070        

Amortization expense for the three months ended September 30, 2002 and the year ended June 30, 2002 was $35,917 and $73,854, respectively.

NOTE 5 - INVESTMENT IN JOINT VENTURE

The Company has entered into a joint venture agreement with Beau Pre Explorations Ltd.  The Company's investment consists of one KDS machine contributed to the joint venture to process mineral and extract precious metal at the Valentine Mountain mine site.

NOTE 6 - COMMON STOCK

During the three months ended September 30, 2002 the Company issued 3,551,903 shares of common stock at a fair market value of $237,402 for services and compensation.  During the year ended June 30, 2002, the Company issued from options 3,800,000 shares of common stock as compensation with a fair market value of  $214,000; issued 3,085,000 shares of common stock for $180,850 in cash; issued 2,025,000 shares of common stock from options with a fair market value of $181,875 for services; and issued 120,000 shares of common stock with a fair market value of $15,000 for rent expense.

During the year ended June 30, 2001, the Company issued 22,166,545 shares of common stock for services valued at $1,353,805, which includes services for website development, inventory valued at $138,000, cash of $222,724, compensation valued at $262,762, commissions valued at $22,500.  In addition, the Company issued 5,931,818 shares of common stock for cash in the

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FIRST AMERICAN SCIENTIFIC CORP.
Notes to the Consolidated Financial Statements
September 30, 2002

NOTE 6 - COMMON STOCK (continued)

amount of $231,050 and issued 1,813,637 shares of common stock as legal settlements valued at $262,500.

In June 2000, an amendment to the Company's articles of incorporation was approved, which increased the Company's authorized capital to 200,000,000 shares of common stock at a par value of $0.001 per share.

NOTE 7 - STOCK OPTIONS

In September 1998, the Company adopted the First American Scientific Corp. 1998 Directors and Officers Stock Option Plan, a non-qualified plan.  This plan allows the Company to distribute up to 15,000,000 shares of common stock to officers, directors, employees and consultants through the authorization of the Company's board of directors.

On June 8, 2000, the Company's board of directors approved the First American Scientific Corp. 2000 Non-qualifying Stock Option Plan.  This plan allows the Company to distribute up to 30,000,000 shares of common stock at $0.20 per share to persons employed or associated with the Company.

During the year ended June 30, 2001, the Company granted 33,912,000 options of which 24,906,273 were issued for services and compensation, 1,240,000 were issued for video inventory and website development, 900,000 for equipment inventory and cash.  6,865,727 options were issued for cash.

During the year ended June 30, 2002, the Company granted 3,005,000 options for Compensation, services, expenses and cash at an average exercise price of $0.09, which were exercised immediately.  The options were granted at the fair market value of the stock.

The fair value of each option granted during fiscal 2001 and 2002 was estimated on the grant date using the Black-Scholes Option Price Calculation.  The following assumptions were made in estimating fair value: risk-free interest of 6%, volatility of 30%, expected life of 1 to 5 years, and no expected dividends.  The value of these options in the amount of $411,891 was included in operating expense in the financial statements.

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FIRST AMERICAN SCIENTIFIC CORP.
Notes to the Consolidated Financial Statements
September 30, 2002

NOTE 7 - STOCK OPTIONS (continued)

The following is a summary of stock option activity:

|                                                                                   |  | Number of Shares |  | Weighted Average Exercise Price | 
|---------------------------------------------------------------------------------- |  | ---------------- |  | ------------------------------- | 
|Options outstanding at July 1, 2001                                                |  | 7,300,000        |  | $  0.11                         | 
|Granted                                                                            |  | 3,005,000        |  | 0.09                            | 
|Exercised                                                                          |  | (5,825,000)      |  | 0.10                            | 
|Options outstanding at June 30, 2002                                               |  | 4,480,000        |  | $  0.12                         | 
|                                                                                   |  |                  |  |                                 | 
|Option outstanding at July 31, 2002                                                |  | 4,480,000        |  | $0.12                           | 
|Granted                                                                            |  | -                |  | -                               | 
|Exercised                                                                          |  | -                |  | -                               | 
|Options outstanding at September 30, 2002                                          |  | 4,480,000        |  | 0.12                            | 
|Options exercisable at September 30, 2002                                          |  |                  |  |                                 | 
|                                                                                   |  |                  |  |                                 | 
|Weighted average fair value of options granted during the year ended June 30, 2002 |  | $0.09            |  |                                 | 

NOTE 8 - RELATED PARTIES

During the three months ended September, the Company borrowed $38,122 from two of its officers and accrued $60,000 in wages for these same officers.  Periodically loans and accrued wages are exchanged for common stock.

At June 30, 2002, the Company owed its officers $80,000 for accrued salary and $65,034 for reimbursed expenses.  These amounts are recorded in the accompanying financial statements under the caption of accounts payable, related parties.  During the three months ended $80,000 was exchanged for stock.

During the year ended June 30, 2000, the Company's officers, directors and board members were issued 3,225,000 common stock options, of which 1,725,000 were issued for services valued at $58,650 and 1,500,000 were issued for $37,500 in cash.  All options were exercised.  During the year ended June 30, 2001 the Company's president was granted 7,342,000 common stock options, of which 3,842,000 were exercised and recorded as compensation expense.

The president of the Company was the former sole shareholder of VMH Videomoviehouse.com Inc., a firm which was purchased for $250,000 in 2000 and is now the wholly owned subsidiary of First American Scientific Corp.  See Note 12.

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FIRST AMERICAN SCIENTIFIC CORP.
Notes to the Consolidated Financial Statements
September 30, 2002

NOTE 8 - RELATED PARTIES (continued)

One of the Company's shareholders was issued a valid option to purchase 1,200,000 shares of common stock at $0.019 per share in April 1999.  When this shareholder was prepared to exercise these options, the Company had insufficient authorized capital available.

The Company authorized additional common stock in June 2000, however during this period the market price of the Company's common stock dropped and the shareholder suffered a potential loss of approximately $480,000.  First American's management agreed to issue this shareholder an additional 1,200,000 options for common stock shares to compensate for this potential loss.  The options were exercised and recorded as an operating expense in the year ended June 30, 2001.

The Company issued the former president of the Company 1,295,455 options for common stock to terminate his employment agreement.  These options were exercised for $75,000 and the balance of $70,500 recorded as compensation expense in the year ended June 30, 2001.

NOTE 9 - NOTES PAYABLE

The Company borrowed $31,415 from private investors.  These loans are convertible to common stock, bear a 10% interest rate and no stated maturity.

NOTE 10 - COMMITMENTS AND CONTINGENCIES

Lease CommitmentsThe Company owns no real property.  On August 1, 1998, the Company negotiated a three-year commercial lease for 740 square feet in Vancouver, British Columbia, at a monthly rental of $1,000.

In May 1996, the Company signed a lease to rent facilities in Bakersfield, California for the industrial processing of gypsum, limestone and specialty products.  The lease expired on April 14, 1998.  Negotiations with a proposed joint venture partner to operate this facility have ended in dispute between the parties and operations of the plant have ceased.  During the year ended June 30, 2002 this issue was resolved and the Company took possession of its plant assets and moved them to its Vancouver facility.

NOTE 11 - ACQUISITION

AGES has issued 5,000 shares of no-par Class A common stock for $0.06 per share to both the Company and to Mr. William E. Barber.  In addition 1,500 Class B common stock shares were issued to Hydro-Quebec Capitech, Inc. for $376,427 in cash.  The Company and Mr. Barber each own 43.48% of AGES, although the Company has management control of AGES and has

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FIRST AMERICAN SCIENTIFIC CORP.
Notes to the Consolidated Financial Statements
September 30, 2002

NOTE 11 - ACQUISITION (continued)

consolidated the subsidiary.  AGES has signed an agreement with Thermix Combustion Systems Inc. to acquire its engineering expertise in wood burning technologies and in designing Pro-Logic computerized control systems and programs.  AGES also has a license agreement with the Company to use its patents for the manufacture, sale, operation and use of KDS machines and equipment in connection with any application when used in combination with the acquired expertise in wood dust burning technology.

NOTE 12 - SPIN OFF OF VMH VIDEOMOVIEHOUSE.COM, INC.

On June 11, 2001 the Company's board of directors recommended and approved a motion that VMH VideoMovieHouse.com Inc. spin off into its own separate fully reporting OTC publicly traded company.

In August 2002, VMH finalized its registration with the Securities and Exchange Commission to become a separate reporting entity.  In September 2002, the Company issued 14,221,750 shares of common stock in accordance with the spin-off agreement.

The assets and liabilities distributed to VMH VideoMovieHouse.com Inc. were as follows as of August 31, 2002:

|Cash in bank                                | $ | 12,842 
|------------------------------------------- | - | -------
|Accounts receivable                         |   | 60,457 
|Inventory                                   |   | 70,832 
|Property, plant and equipment               |   | 33,081 
|Technology and website, net of amortization |   | 229,989
|Deposits                                    |   | 10,000 
|Total Assets                                | $ | 417,201
|Accounts payable and accrued expenses       | $ | 107,183
|Accounts payable, related parties           |   | 118,517
|Total Liabilities                           | $ | 225,700
|Assets in excess of liabilities             | $ | 191,501

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Liquidity and Capital Resources

First American Scientific  (the Company) was incorporated April 12, 1995 as a development stage company.

As of  September 30,  2002 the Company had current assets of  $787,312 and current liabilities of

$212,942 compared to current assets of $1,016,014 and current liabilities of $453,168 as at June 30, 2002.   468, 266 The working capital ratio on September 30, 2002 was 3.69 to 1, up from 2.24 2.16 to 1 as of June 30, 2002.  Cash on hand as of September 30, 2002 was down to $17,082 compared to  $144,356 on June 30, 2002. This compares to $182,829 on June 30, 2001.  Consequently, there is not sufficient cash for the Company to maintain its operation for the next year, and management will have to seek additional capital from new equity securities offerings, loans, or other fund raising activities to maintain its operation should sales and receipt of receivables not materialize. In the short term, some funding has come from loans from Company Officers and by deferring the payment of salaries to Company Officers.  This is unlikely to continue.  Another outstanding source of funds for FASC will materialize if AGES is successful in selling at least one KDS system before March 1, 2003, then Hydro Quebec is expected to make an additional investment of  $400,000 CDN in AGES, and in turn, $100,000 USD will be due from AGES to FASC as payment of amounts due for equipment already supplied.  This is expected to happen before the end of the calendar year as AGES has two sales pending that it is expecting to close shortly.

The Company is the owner of a US patent on its KDS technology. The patent is also registered in the UK, the EEC, Mexico, Australia, and New Zealand. Applications for three new process patents, one for the cryogenic freezing and shattering scrap rubber, one for extraction of precious metals using the KDS equipment, and one for drying and converting biomass and pulp sludge to fuel are patent pending status.

Results of Operations - Quarter Ended September 30, 2002

Revenue for the quarter year was $5,962  1,616,194 compared to  $nil last year. This consisted of revenue from site testing and sampling for potential customers.  Figures for video sales from VideoMovieHouse.com have been removed as they are no longer part of the group of companies. 435,050

Net operating losses for the year ending September 30, 2002 were $325,564 compared to previous year losses for the same period of $$288,991.  The company's losses were $0.02 USD per share in each of the last two full years of operation.  We expect this trend to reverse as equipment sales begin to come on line.

In June 2002 our subsidiary AGES, received a request to prepare a detailed proposal to install a turnkey power generating system for Hollywood Park Racetrack of Inglewood California which would be fueled by horse manure processed through our KDS system. The preliminary report was successfully presented in August 2002, and the final quotation has been presented.   Our engineering staff is confident that they have designed an economically viable solution for handling racetrack waste and we are optimistic that we will be able to close this sale shortly.

The Company is now focusing on increasing the KDS equipment's capacity to reach commercially economic processing volumes.  With the injection of capital provided by Hydro Quebec Capitech, this research is being done in Montreal by our engineers at the AGES facility.  We believe processing of biomass and, possibly pulp sludge, currently represent the highest and best use for our technology.  Research is also being done in Vancouver with animal waste, food waste, sewage and alluvial clay and glass.

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We have achieved economically viable production levels with chicken and horse manures, and are currently seeking suitable candidates interested in purchasing our equipment.  Management believes sales in this area will be realized shortly.

Management strongly believes that our technology is unique and has the potential to transform the waste management industry.  To this end, we applied for and received and EPA designation as a "pesticide device" indicating that our process was capable of killing most pathogens and coliforms contained in animal wastes.  However, the expected environmental push has not yet generated the anticipated sales and the Company continues to re-evaluate its marketing strategies. We have determined that the equipment is generally not going to be used as a stand-alone system. Therefore, we have begun to develop relationships with suppliers of ancillary equipment, such as pelletizers, heat log manufacturers, product handling equipment suppliers, boiler and generator manufacturers, etc, with the view to offering our equipment as part of an integrated turnkey system designed to fulfill a specific need. We hope this will expand our exposure to a wider market and generate sales.

Construction of the new Cloverdale demonstration and sales center was completed in April 2002 and is now in full operation. The sales offices, located adjacent to the demonstration center on the same property, was completed and occupied by FASC in July 2001.



In accordance with GAAP, the two machines previously located in Bakersfield have been written down to a value of $150,000 USD each and have been reclassified as inventory for re-sale. The balance of the fixtures that were located in Bakersfield has been written off. .

As of September 30,  2002 there were 145,764,921 shares issued and outstanding.

Inflation

Inflation has not been a factor effecting current operations, and is not expected to have any material effect on operations in the near future.

Foreign Operations

The Company rents office space in West Vancouver, and Cloverdale, British Columbia, Canada which serve as administrative and sales offices and a demon

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 14th  day of November, 2002.

| | FIRST AMERICAN SCIENTIFIC CORPORATION(Registrant)
| | -------------------------------------------------
| |                                                  
| | By:                                              
| |                                                  
| | By:                                              
| |                                                  



















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CERTIFICATION PURSUANT TO
18 U.S.C. Section 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of First American Scientific Corp (the "Company") on Form 10-QSB for the period ended September 30, 2002 as filed with the Securities and Exchange Commission on the date here of (the "report"), we, Calvin L. Kantonen, Chief Financial Officer; and John Brian Nichols, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated this 14th day of November, 2002.

| | /s/ Calvin L. Kantonen 
Calvin L. Kantonen 
Chief Financial Officer

/s/ John Brian Nichols 
John Brian Nichols
Chief Executive Officer
| | ---------------------------------------------------------------------------------------------------------------------------------------



















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CERTIFICATION

I, Calvin L. Kantonen, certify that:

1.  I have reviewed this interim report on Form 10-QSB of First American Scientific Corp. ;

2.  Based on my knowledge, this interim report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; and

3.  Based on my knowledge, the financial statements, and other financial information included in this interim report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this interim report.

Dated this 14th day of September, 2002.



| | /s/ Calvin L. Kantonen 
Calvin L. Kantonen
Treasurer and Chief Financial Officer
| | --------------------------------------------------------------------------------

CERTIFICATION

I, John Brian Nichols, certify that:

1.  I have reviewed this interim report on Form 10-QSB of First American Scientific Corp. ;

2.  Based on my knowledge, this interim report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; and

3.  Based on my knowledge, the financial statements, and other financial information included in this interim report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this interim report.

Dated this 14th day of September, 2002.

| | /s/ John Brian Nichols 
John Brian Nichols
President and Chief Executive Officer
| | --------------------------------------------------------------------------------

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