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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 MARCH 31, 2001

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)
|-------------------------------------------------------------------- | ----------------------------------------------

409 Granville Street
Suite 1003
Vancouver, British Columbia V6C 1V5

(604) 681-8656 (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 March 31, 2001: 123,353,018

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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 March 31, 2001 and 2000 and the related consolidated statements of operations, stockholders=equity and cash flows for the three months and nine months ended March 31, 2001 and 2000. 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, 2000 were audited by us and we expressed an unqualified opinion on them in our report dated September 27, 2000, but we have not performed any auditing procedures since that date.

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplates continuation of the Company as a going concern. As discussed in Note 2, realization of a major
portion of the assets is dependent upon the Company=s ability to meet its future financing requirements, and the success of future operations. 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.



Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington
May 4, 2001



|FIRST AMERICAN SCIENTIFIC CORP.
CONSOLIDATED BALANCE SHEETS
|-----------------------------------------------------------
|                                                           
|ASSETS                                                     
|CURRENT ASSETS                                             
|                                                           
|                                                           
|                                                           
|                                                           
|                                                           
|PROPERTY AND EQUIPMENT                                     
|                                                           
|                                                           
|                                                           
|OTHER ASSETS                                               
|                                                           
|                                                           
|                                                           
|                                                           
|                                                           
|TOTAL ASSETS                                               
|                                                           
|LIABILITIES AND STOCKHOLDERS' EQUITY                       
|                                                           
|CURRENT LIABILITIES                                        
|                                                           
|                                                           
|COMMITMENTS AND CONTINGENCIES                              
|STOCKHOLDERS' EQUITY                                       
|                                                           
|                                                           
|                                                           
|                                                           
|                                                           
|                                                           
|                                                           
|                                                           
|                                                           
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 

|FIRST AMERICAN SCIENTIFIC CORP. 
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
|------------------------------------------------------------------------------------------------------
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|Revenues                                                                                              
|                                                                                                      
|Cost of Sales                                                                                         
|                                                                                                      
|Gross Profit                                                                                          
|                                                                                                      
|Operating Expenses                                                                                    
|                                                                                                      
|Loss from Operations                                                                                  
|                                                                                                      
|Income Taxes                                                                                          
|                                                                                                      
|Loss before Extraordinary Item                                                                        
|                                                                                                      
|Extraordinary Item                                                                                    
|                                                                                                      
|                                                                                                      
|Net Loss                                                                                              
|                                                                                                      
|Other Comprehensive Income (Loss)                                                                     
|                                                                                                      
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|Comprehensive Net Loss                                                                                
|                                                                                                      
|                                                                                                      
|Basic and diluted net loss per common share                                                           
|                                                                                                      
|Weighted average number of basic and diluted common stock shares outstanding                          









|FIRST AMERICAN SCIENTIFIC CORP.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY                               
|-------------------------------------------------------------------------------------------------------------
|                                                                                                             
|Balance, June 30, 1999                                                                                       
|Issuance of options for consulting services                                                                  
|Exercise of stock options for cash at an average
of $0.03 per share                                          
|Issuance of stock for cash at an average of $0.03 per share                                                  
|Common stock issued from options for equipment at $0.05 per share                                            
|Common stock issued from options for services at $0.02 per share                                             
|Common stock issued from options for accounts payable at $0.02                                               
|Common stock issued from options for payment of long-term debt at $0.05 per share                            
|Net loss for year ended June 30, 2000                                                                        
|Foreign currency translation gain (loss)                                                                     
|Balance, June 30, 2000                                                                                       
|Issuance of options for compensation and consulting services                                                 
|Common stock issued for cash, compensation and services
at an average of $0.05 per share                     
|Common stock issued for cash at an average of $0.02 per share                                                
|Common stock issued for cash at an average of $0.05 per share                                                
|Common stock issued for cash and equipment inventory at $0.10 per share                                      
|Common stock issued for website development and video inventory
at an average of $0.07 per share             
|Common stock issued from options for cash at $0.03 per share and services of $91,960 and inventory of $12,000
|Common stock issued from options for services at $0.05 per share                                             
|Common stock issued from options for cash at $0.02 per share                                                 
|Common stock issued from options for services at $0.09 per share                                             
|Foreign currency translation gain (loss)                                                                     
|Net loss for the nine months ended March 31, 2001                                                            
|Balance, March 31, 2001 (unaudited)                                                                          









|FIRST AMERICAN SCIENTIFIC CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
|---------------------------------------------------------------------

|                                                   |                                                                     |                                         | Nine Months 
Ended 
March 31, 2001 (Unaudited) |          | Nine Months 
Ended 
March 31, 2000 (Unaudited)
|-------------------------------------------------- | ------------------------------------------------------------------- | --------------------------------------- | ---------------------------------------------- | -------- | ----------------------------------------------
|CASH FLOWS PROVIDED (USED) IN OPERATING ACTIVITIES |                                                                     |                                         |                                                |          |                                               
|                                                   | Net loss                                                            |                                         |                                                |          | $                                             
|                                                   | Depreciation and amortization                                       |                                         |                                                | 321,356  |                                               
|                                                   | Debt forgiveness                                                    |                                         |                                                |          | -                                             
|                                                   | Stock exchanged for accounts payable                                |                                         |                                                | -        |                                               
|                                                   | Stock and options issued for services                               |                                         |                                                | 912,363  |                                               
|                                                   | Adjustments to reconcile net loss to net cash                       |                                         |                                                |          |                                               
|                                                   |                                                                     | used by operations:                     |                                                |          |                                               
|                                                   |                                                                     | Decrease (increase) in inventory        |                                                |          | -                                             
|                                                   |                                                                     | Decrease (increase) in prepaid expenses |                                                | (6,000)  |                                               
|                                                   |                                                                     | Decrease (increase) in deposits         |                                                |          | -                                             
|                                                   |                                                                     | (Decrease) increase in accounts payable |                                                | 11,250   |                                               
|Net cash (used) by operating activities            |                                                                     |                                         | (228,416)                                      |          | (113,015)                                     
|CASH FLOWS PROVIDED (USED) IN INVESTING ACTIVITIES |                                                                     |                                         |                                                |          |                                               
|                                                   | Purchase of technology rights                                       |                                         |                                                | -        |                                               
|                                                   | Purchase of assets                                                  |                                         |                                                |          | (3,955)                                       
|Net cash (used) in investing activities            |                                                                     |                                         | (3,955)                                        |          | (254,046)                                     
|CASH FLOWS PROVIDED (USED) IN FINANCING ACTIVITIES |                                                                     |                                         |                                                |          |                                               
|                                                   |                                                                     | Borrowings                              |                                                |          |                                               
|                                                   |                                                                     | Retirement of debt                      |                                                |          | -                                             
|                                                   |                                                                     | Payments on borrowings                  |                                                |          | -                                             
|                                                   |                                                                     | Proceeds from sales of stock            |                                                |          | 303,774                                       
|Net cash provided by financing activities          |                                                                     |                                         | 303,774                                        |          | 516,103                                       
|NET INCREASE (DECREASE) IN CASH                    |                                                                     | $                                       | 71,403                                         | $        | 149,042                                       
|Other comprehensive income                         |                                                                     |                                         | (2,344)                                        |          | (2,419)                                       
|CASH - Beginning of year                           |                                                                     |                                         |                                                | 42,420   |                                               
|CASH - End of year                                 |                                                                     |                                         | $                                              | 111,479  | $                                             
|SUPPLEMENTAL CASHFLOW DISCLOSURES:                 |                                                                     |                                         |                                                |         
|                                                   | Interest paid in cash                                               |                                         |                                                | $        | _______-                                      
|                                                   | Income taxes paid in cash                                           |                                         | $                                              | _______- | $                                             
|NON-CASH INVESTING ACTIVITIES:                     |                                                                     |                                         |                                                |          |                                               
|                                                   | Common stock issued for payment fixed assets                        | $                                       | -                                              | $        | 100,000                                       
|NON-CASH FINANCING ACTIVITIES:                     |                                                                     |                                         |                                                |         
|                                                   | Common stock issued for payment on patents and manufacturing rights |                                         |                                                |          |                                               
|                                                   | Common stock issued for services rendered                           | $                                       | -                                              | $        | 118,478                                       
|                                                   | Comon stock issued for prepaid services                             | $                                       | -                                              | $        | 34,047                                        
|                                                   | Common stock issued for exchange of debt                            | $                                       | -                                              | $        | 140,409                                       
|                                                   | Common stock issued for payment on worldwide technology license     |                                         | $                                              | -        | $                                             
|                                                   | Common stock issued for inventory                                   |                                         | $                                              | 138,000  | $                                             
|                                                   | Common stock issued for website development                         | $                                       | 60,995                                         | $        | -                                             







FIRST AMERICAN SCIENTIFIC CORP.
Notes to the Consolidated Financial Statements
March 31, 2001

NOTE 1

First American Scientific Corp. (hereinafter

The Company, through its wholly owned subsidiary, VHM, is developing an internet sales site to be known as VideoMovieHouse.com. The site, which is designed to sell videos, CDs and books, and as technology advancements permit, become a
virtual video rental store, is expected to be re launched on May 15, 2001.

In September 1999, the Company entered into an agreement with Video Movie House.com Inc., (

The Company formed 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

NOTE 2

This summary of significant accounting policies of First American Scientific Corp. is presented to assist in understanding the Company

Going Concern

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company has sustained substantial operating
losses and has no revenues in recent years.









FIRST AMERICAN SCIENTIFIC CORP.
Notes to the Consolidated Financial Statements
March 31, 2001

NOTE 2

Going Concern (continued)

In view of these matters, realization of major portion of the assets in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company

Accounting Method

The Company

Loss Per Share

In 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.

Derivative Instruments

In June 1998 the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (

At March 31, 2001 the Company has not engaged in any transactions that would be considered derivative instruments or hedging activities.

Principles of Consolidation

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

Cash and Cash Equivalents

For 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.

Fair Value of Financial Instruments

The carrying amounts for cash, the trust account, accounts payable, and accrued liabilities approximate their fair value.





FIRST AMERICAN SCIENTIFIC CORP.
Notes to the Consolidated Financial Statements
March 31, 2001

NOTE 2

Concentration of Risk

The Company maintains its cash accounts in primarily one commercial bank in Vancouver, British Columbia, Canada. The Company

Reclassification

Certain 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.

Interim Financial Statements

The interim financial statements for the period ended March 31, 2001 included herein have not been audited at the request of the Company. They do 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.

Foreign Currency Translation

Assets and liabilities of the Company

Provision for Taxes

At March 31, 2001, the Company had accumulated net operating losses of approximately $6,000,000. No provision for taxes or tax benefit has been reported in the financial statements, as there is not a measurable means of assessing
future profits or losses.

Use of Estimates

The 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.

Impairment of Long-lived Assets

The Company evaluates the recoverability of long-lived assets 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.

FIRST AMERICAN SCIENTIFIC CORP.
Notes to the Consolidated Financial Statements
March 31, 2001

NOTE 2

Compensated Absences

Employees 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. The Company

Segment Reporting

The Company adopted SFAS No. 131,

Revenue and Cost Recognition

Revenues are recognized at the time that products are delivered.

Product 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 and income and are recognized in the
period in which the revisions are determined.

Inventory

Inventory consists of two KDS Micronex System machines valued at $45,000 each and video tapes for resale through the VideoMovieHouse website. Inventory is carried at the lower of cost or net realizable value.

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:



|                                 |  |  | March 31, 2001 |  | June 30, 2000
|-------------------------------- |  |  | -------------- |  | -------------
|Kinetic disintegration equipment |  |  | $ 996,794      |  | $ 972,246    
|Plant assets and equipment       |  |  | 691,095        |  | 687,881      
|Office equipment                 |  |  | 35,554         |  | 27,658       
|Leasehold improvements           |  |  | 5,476          |  | 5,476        
|Total assets                     |  |  | 1,728,919      |  | 1,693,261    
|Less accumulated depreciation    |  |  | (737,800)      |  | (524,292)    
|                                 |  |  | $ 991,119      |  | $1,168,969   

FIRST AMERICAN SCIENTIFIC CORP.
Notes to the Consolidated Financial Statements
March 31, 2001

NOTE 3 - PROPERTY AND EQUIPMENT (continued)

Depreciation and amortization expense for the nine months ended March 31, 2001 were $321,356. 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
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.

Technology Patent

On 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 this initial agreement, modifications have been made to the
first KDS machine, bringing its total cost to $440,740.

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 is valued at $425,000 and the gypsum KDS
machine is 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 $1,230,000, 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 June 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. 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.











FIRST AMERICAN SCIENTIFIC CORP.
Notes to the Consolidated Financial Statements
March 31, 2001

NOTE 3 - PROPERTY AND EQUIPMENT (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 is fifteen years.

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



|                                  |  | March 31, 2001 |  | June 30, 2000
|--------------------------------- |  | -------------- |  | -------------
|                                  |  |                |  |              
|VideoHouseMovie technology assets |  | $ 273,375      |  | $ 248,380    
|Technology license and rights     |  | 1,905,500      |  | 1,905,000    
|Patents and manufacturing rights  |  | 250,000        |  | 250,000      
|                                  |  | 2,428,875      |  | 2,403,380    
|Less accumulated amortization     |  | (558,477)      |  | (450,630)    
|                                  |  | $1,870,398     |  | $1,952,750   

NOTE 4

By June 30, 2000, the Company had issued 1,000,000 shares of common stock in settlement of accounts payable of $17,500; 4,500,000 common stock shares in a settlement agreement of the balance due on the technology licenses for
$225,000 (see Note 7); 2,000,000 common stock shares for the purchase of two KDS machines valued at $100,000; and 9,075,000 common stock shares for services and expenses of $156,750, of which $34,000 was considered prepaid.

During the year ended June 30, 2000, the Company issued 18,100,000 common stock shares for cash totaling $550,500.

On June 4, 1998, the Board of Directors increased the number of authorized shares of common stock from 50,000,000 to 100,000,000 authorized shares.

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.

In the three months ended March 31, 2001, the Company issued 7,835,000 shares of common stock for services valued at $275,008, videotape inventory valued at $12,000 and cash of $153,074.













FIRST AMERICAN SCIENTIFIC CORP.
Notes to the Consolidated Financial Statements
March 31, 2001

NOTE 4 BCOMMON STOCK (continued)

In the six months ended December 31, 2000, the Company issued 8,007,000 shares of common stock valued at $385,914 for services, compensation and cash; 4,950,000 shares of common stock for cash of $149,050, and 900,000 shares of
common stock were issued for equipment inventory valued at $90,000. An additional 840,000 shares of common stock were issued for website development valued at $24,995 and video tapes for resale valued at $36,000.

NOTE 5CSTOCK OPTIONS

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.

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.

In the year ending June 30, 1999, the Company issued 3,300,000 common stock shares for the services of consultants. The Company valued these services at $3,300.

The fair value of each option granted during 1999 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 rate is 5%, volatility
is 30% and expected life is 5 years. During the year ending June 30, 1999, the Company issued 9,750,000 common stock options which were exercised before year-end at an average price of $.019 per share. The strike price of these options exceeds the
options' minimum value calculated using the Black-Scholes model. Accordingly, no compensation costs have been recognized pursuant to Financial Accounting Standard No. 123.

































FIRST AMERICAN SCIENTIFIC CORP.
Notes to the Consolidated Financial Statements
March 31, 2001

NOTE 5CSTOCK OPTIONS (continued)

The following is a summary of stock option activity:



|                                                                                           |  | Number of Shares |  | Weighted Average Exercise Price | 
|------------------------------------------------------------------------------------------ |  | ---------------- |  | ------------------------------- | 
|                                                                                           |  |                  |  |                                 | 
|Outstanding at July 1, 1999                                                                |  | 1,200,000        |  | $ 0.019                         | 
|Granted                                                                                    |  | 29,275,000       |  | 0.032                           | 
|Exercised                                                                                  |  | (27,175,000)     |  | 0.033                           | 
|Outstanding at June 30, 2000                                                               |  | 3,300,000        |  | $ 0.027                         | 
|                                                                                           |  |                  |  |                                 | 
|Options exercisable at June 30, 2000                                                       |  | 3,300,000        |  | $ 0.027                         | 
|                                                                                           |  |                  |  |                                 | 
|Weighted average fair value of options granted during year ended June 30, 2000             |  | $0.032           |  |                                 | 
|                                                                                           |  |                  |  |                                 | 
|Options outstanding at July 1, 2000                                                        |  | 3,300,000        |  | $ 0.027                         | 
|Granted                                                                                    |  | 24,362,000       |  | 0.065                           | 
|Exercised                                                                                  |  | (20,332,000)     |  | 0.042                           | 
|Options outstanding at March 31, 2001                                                      |  | 7,330,000        |  | $ 0.089                         | 
|                                                                                           |  |                  |  |                                 | 
|Options exercisable at March 31, 2001                                                      |  | 7,330,000        |  | $ 0.089                         | 
|Weighted average fair value of options granted during the nine months ended March 31, 2001 |  | $0.065           |  |                                 | 



During the nine months ended March 31, 2001, the Company granted 24,362,000 options of which 16,379,000 were issued for services and compensation, 1,240,000 were issued for video inventory and website development, 900,000 for equipment
inventory and cash. 5,843,000 options were issued for cash.

The fair value of each option granted during fiscal 2001 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 5%,
volatility of 30% and expected life of 1 to 5 years. The value of these options in the amount of $448,439 is included in operating expense in the accompanying financial statements.

NOTE 6

During the year ended June 30, 2000, the Company

FIRST AMERICAN SCIENTIFIC CORP.
Notes to the Consolidated Financial Statements
March 31, 2001

NOTE 6

Certain consultants who received common stock in 1999 under the Company

The president of the Company was the former sole shareholder of Video Movie House.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 9.

During the year ended June 30, 2000, the Company purchased 100,000 share of Lynx Express, Ltd. common stock for $1,000. This investment was made in order to satisfy a debt of the Company owed to its former president during 2000. The
excess of the debt over the book value of the investment, in the amount of $5,220 was recorded in the financial statements as a portion of the forgiveness of debt. See Note 8.

At June 30, 2000, the Company

NOTE 7

Lease Commitments

The 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 has ceased. It appears that the legal issues which relate to control and possession of the property and equipment are near resolution. At the
present time, the Company is utilizing the facility for storage of equipment. No rental payments have been made since the expiration of this lease.

Trust Account

The Company has $47,653 on deposit with an attorney in California. This amount was set aside to pay actual and prospective negotiated settlements with vendors and suppliers. See Note 8.

NOTE 8

Forgiveness of Debt

During the year ended June 30, 2000, the Company negotiated debt settlement agreements with various suppliers and vendors whereby the terms of the original agreements were amended. These transactions resulted in an extraordinary gain of $73,486.





ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

First American Scientific (the Company) was incorporated April 12, 1995 as a development stage company. From May 1997 until June 1998 it operated a pilot project in Bakersfield, which confirmed that, the technology worked for industrial minerals,
primarily gypsum. A joint venture to operate the plant ended in dispute between the parties and operation of the plant ceased. Steps are now in progress in the courts to resolve the legal issues surrounding the matter and to regain control of the
equipment. There are two fully operational KDS machines and complete material handling systems and bagging equipment belonging to FASC on the site.

The Company irrevocably acquired all patent rights to the KDS technology in December 1999, free and clear of all encumbrances or future royalty obligations. In June 2000, the company reclaimed one of its KDS systems and relocated to Vancouver, BC,
where it is now being used for sales demonstrations and for testing of improvements to the technology. Construction of the new Cloverdale demonstration and sales center is now under way and expected to be fully operational by July 2001, when the Company
will be relocating its offices to the site.

On March 7, 2000, the Board of Directors passed a resolution to increase its authorized capital from 100 million to 200 million common shares which was subsequently ratified by a clear majority of all shareholders. As of March 31, 2001, there were
123,353,018 shares issued and outstanding.

Research and development of the KDS system continues at the company

Development of the Internet site VideoMovieHouse.com is complete with Beta testing to commence in May 2001. The site is expected to be launched to the public on May 15, 2001. The site will initially offer catalogue merchandise for sale over the
Internet, and develop into a full-scale sales and rental operation as advancement in technology permits. The project is expected to produce modest positive cash flow in its first year of operation, at which time it will be taken public on its own merits
or sold.

The Company continues to focus on strengthening its balance sheet with current assets increased to $337,132 and current liabilities to $ 207,446 providing for a positive working capital ratio of 1.62 to 1.

This the first time in the Company

As of May 7, 2001 ( the date of writing these comments ) the company has $ 286,501 cash on hand which is sufficient to maintain its operation for at least the next 6 months. It will. however, need to raise capital to advance its expansion and plans to
actively pursue fund raising activities, either by way of loans, sale of stock or a combination of both. The Company earned its first revenue in over 2 years in April and May 2001 and hopes to be self-sustaining in 2002.

RESULTS OF OPERATIONS - QUARTER ENDED MARCH 31, 2001

The company generated no revenue during the quarter, but is vigorously pursuing sales of equipment, with 3 machines being sold in May 2001 and several sales pending.

Phase II of the research and development funded by the "Radian Award Program " in Ireland continues to explore ways of reducing moisture content while processing human and animal waste, and animal bones. To date, progress has been slow, but the
potential for a positive result with bones is promising.

The KDS machine previously located in Tonasket, Washington was moved to Vancouver in July 2000, has been completely retrofitted and is being used for research, testing and demonstrations for various types of products. Improvements are continually
being made to the equipment.

The proposed joint venture agreement planned with an investment group in the Czech Republic has been discontinued as critical conditions stipulated in the agreement were not met.

The Company

The Company is currently discussing the potential of a strategic alliance with Honeywell where the KDS equipment would form part of a process for turning waste wood into heat and/or power. Honeywell

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.

FORIEGN OPERATIONS

The company rents office space in Vancouver, BC, Canada which serve as the corporate and administrative offices. The Vancouver demonstration site and sales office is currently under construction and will be open during June or July 2001.



























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 May, 2001.

FIRST AMERICAN SCIENTIFIC CORP.
(Registrant)

By: /s/ C. Kantonen
C. Kantonen, President, Chief Financial Officer and Chairman of the Board of Directors