U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  FORM 10 - QSB


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

                   For the Quarterly Period Ended May 31, 2002

                         Commission file number 0-10783


                             BSD MEDICAL CORPORATION


             DELAWARE                                  75-1590407
      ------------------------              ------------------------------------
      (State of Incorporation)              (IRS Employer Identification Number)


          2188 West 2200 South
          Salt Lake City, Utah                             84119
 ----------------------------------------                ---------
 (Address of principal executive offices)                (Zip Code)

Registrant's telephone number:  (801) 972-5555


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 the latest practicable date.


         Class                                   Outstanding as of May 31, 2002
  -----------------------------                  ------------------------------
  Common stock, $.001 Par Value                           17,756,328



Transitional Small Business Disclosure Format (Check one):    Yes [  ]   No [X]



<PAGE>


PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                             BSD MEDICAL CORPORATION
                             Condensed Balance Sheet
                                   (Unaudited)
                             Condensed Balance Sheet
                                   (Unaudited)
<TABLE>
<CAPTION>

                              Assets                                               May 31
                              ------                                                2002
                                                                             -------------------
<S>                                                                         <C>
Current assets:
    Cash and cash equivalents                                               $          534,550
    Receivables, net                                                                    78,427
    Related party receivables                                                          473,360
    Inventories                                                                        821,149
    Prepaid Expenses                                                                    13,913
    Deposits                                                                            17,617
                                                                             -------------------
           Total current assets                                                      1,939,016
                                                                             -------------------

Property and equipment, net                                                            136,584
Patents, net                                                                            29,233
                                                                             -------------------
                                                                            $        2,104,833
                                                                             -------------------

               Liabilities and Stockholders' Equity
               ------------------------------------

Current liabilities:
    Accounts payable                                                        $          165,051
    Accrued expenses                                                                   909,819
    Current portion of deferred revenue                                                 63,552
    Current portion on deferred gain on sale - leaseback                                30,629
                                                                             -------------------

           Total current liabilities                                                 1,169,051
                                                                             -------------------
Long term liabilities
    Deferred revenue                                                                   117,457
                                                                             -------------------

           Total liabilities                                                $        1,286,508
                                                                             -------------------

Stockholders' equity:
    Preferred stock, $.001 par value; 10,000,000 authorized,
        no shares issued and outstanding                                                     -
    Common stock, $.001 par value; authorized 40,000,000 issued and
      outstanding 17,756,328, shares                                                    17,757
    Additional paid-in capital                                                      21,037,457
    Deferred compensation                                                              (26,274)
    Accumulated deficit                                                            (20,210,381)
    Common stock in treasury 13,412 shares, at cost                                       (234)
                                                                             -------------------

           Net stockholders' equity                                                    818,325
                                                                             -------------------

                                                                            $        2,104,833
                                                                             ===================

May 31, 2002 10-QSB                                                                     Page -2-
</TABLE>


<PAGE>



                             BSD MEDICAL CORPORATION
                       Condensed Statements of Operations
                                   (Unaudited)
                   Periods ended May 31, 2002 and May 31, 2001
<TABLE>
<CAPTION>


                                                                      Three Months                       Nine Months
                                                                         Ended:                            Ended:
                                                             -------------------------------    ------------------------------
                                                                May 31,          May 31,           May 31,         May 31,
                                                                  2002             2001              2002            2001
                                                             --------------   --------------    --------------   -------------

<S>                                                         <C>                 <C>            <C>                 <C>
Sales                                                       $     105,348          405,622     $     399,863          482,272
Grant and license revenue                                               -                -                 -           28,110
Related party revenue                                             714,522          652,406         1,300,341          712,629
                                                              --------------   --------------    --------------   -------------

           Total revenues                                         819,870        1,058,028         1,700,204        1,223,011
                                                             --------------   --------------    --------------   -------------

Costs and expenses:
    Cost of product sales                                          51,038          166,690           129,916          218,520
    Related party cost of product sales                           346,458          278,284           676,605          313,982
    Research and development                                      158,597          146,285           455,678          452,172
    Selling, general, and administrative                          230,523          202,883           726,549          680,483
                                                             --------------   --------------    --------------   -------------

           Total costs and expenses                               786,616          794,142         1,988,748        1,665,157
                                                             --------------   --------------    --------------   -------------

           Operating income (loss)                                 33,254          263,886          (288,544)        (442,146)

Other income (expense):
    Interest income                                                 1,283            3,235             3,630           18,005
                                                             --------------   --------------    --------------   -------------

           Total other income  (expense)                            1,283            3,235             3,630           18,005
                                                             --------------   --------------    --------------   -------------

           Net income (loss)                                $      34,537          267,121     $    (284,914)        (424,141)
                                                             ==============   ==============    ==============   =============

Net loss per common and common equivalent share,
   basic and diluted                                        $         .00              .01     $       (.02)           (.02)
                                                             --------------   --------------    --------------   -------------
Weighted average number of shares outstanding:
                                                             --------------   --------------    --------------   -------------
Basic                                                          17,757,000       17,596,000        17,680,000       17,525,000

Diluted                                                        19,858,000       18,283,000        17,680,000       17,525,000
                                                             ==============   ==============    ==============   =============


May 31, 2002 10-QSB                                                                                                  Page -3-
</TABLE>

See accompanying notes to financial statements.
<PAGE>

                             BSD MEDICAL CORPORATION

                 Condensed Statements of Cash Flows (Unaudited)
                Nine Months ended May 31, 2002, and May 31, 2001
<TABLE>
<CAPTION>

                                                                                    May 31,          May 31,
                                                                                      2002             2001
                                                                                 --------------   --------------

<S>                                                                             <C>                  <C>
Cash flows from operating activities:
    Net loss                                                                    $   (284,914)        (424,141)
    Adjustments to reconcile net loss to net cash provided by (used
      in)  operating activities:
       Provision for allowance for doubtful account                                   42,403                -
       Depreciation and amortization                                                  36,171           27,586
       Deferred compensation                                                           8,637            3,800
       Issuance of stock to Directors                                                 24,000           24,001
       Deferred gain on sale of asset                                                (46,062)         (46,062)
       (Increase) decrease in:
              Restricted certificate of deposit                                       15,313                -
           Receivables                                                               201,116         (344,155)
           Inventories                                                               (93,514)         (46,325)
           Prepaid expenses and deposits                                               3,573           31,216
       Increase (decrease) in:
           Accounts payable                                                           51,309           38,898
           Accrued expenses                                                          202,325          508,844
           Deferred income                                                           (31,142)          10,712
                                                                                 --------------   --------------
              Cash flows provided by operating activities                            129,215         (215,626)
                                                                                 --------------   --------------

Cash flows from investing activities:
    Purchase of property and equipment                                               (19,296)         (99,165)
    Purchase of patent license                                                       (18,000)               -
                                                                                 --------------   --------------
              Net cash used in investing activities                                  (37,296)         (99,165)
                                                                                 --------------   --------------

Cash flows provided by financing activities:
    Proceeds from issuance of common stock                                            34,601            6,376
                                                                                 --------------   --------------
Increase (decrease)  in cash and cash equivalents                               $     126,520         (308,415)
Cash and cash equivalents, beginning of period                                        408,030          731,494
                                                                                 --------------   --------------
Cash and cash equivalents, end of period                                        $     534,550          423,079
                                                                                 ==============   ==============

May 31, 2002 10-QSB                                                                                     Page -4-
</TABLE>
<PAGE>

                             BSD MEDICAL CORPORATION
                     Notes to Condensed Financial Statements


Note 1.    Basis of Presentation

         The  Condensed  Balance  Sheet  as  of  May  31,  2002;  the  Condensed
Statements  of  Operations  for the three and nine months ended May 31, 2002 and
May 31,  2001;  and the  Condensed  Statements  of Cash Flow for the nine months
ended May 31, 2002 and May 31, 2001,  have been prepared by the Company  without
an  audit.  In the  opinion  of  management,  all  adjustments  to the books and
accounts (which include only normal recurring  adjustments) necessary to present
fairly the financial position,  results of operations,  and changes in financial
position of the Company as of May 31, 2002 have been made.

         Certain  information  and  footnote  disclosures  normally  included in
financial statements prepared in accordance with accounting principles generally
accepted in the United  States of America have been  condensed  or omitted.  The
results of  operations  for the three and nine month  periods ended May 31, 2002
are not necessarily indicative of the results to be expected for the full year.


Note 2.    Net Income (Loss) Per Common Share

         Net income (loss) per common share for the quarters ended May 31, 2001,
and May 31, 2000, are based on the weighted average number of shares outstanding
during the  respective  periods.  Diluted  earnings per share are based upon the
weighted  average  share  per  common  stock   equivalent.   When  common  stock
equivalents are anti dilutive they are not included.

Note 3.    Related Party Transactions

         During the nine  months  ended May 31,  2002 and 2001 the  Company  had
sales to an  unconsolidated  affiliate and an entity controlled by a significant
stockholder of approximately $1,300,341 and $712,629 respectively.

         At May 31, 2002,  deposits payable included in accrued expenses include
approximately   $543,578   consisting   of  deposits  on  orders  placed  by  an
unconsolidated affiliate and an entity controlled by a significant stockholder.

         At May 31, 2002, accounts receivable  includes  approximately  $473,360
due from an  unconsolidated  affiliate and an entity controlled by a significant
stockholder.

Note 4. Supplemental Cash Flow Information

         During the nine months ended May 31, 2002,  the Company  exchanged  its
restricted  CD to a bank for  accounts  receivable  of $73,604.  The  receivable
exchanged  was  allowed  for by $57,403  which was off-set by $15,000 of accrued
commission payable related to the receivable.

Note 5. Investment in Joint Venture

         The Company has an ownership  interest in TherMatrx,  Inc. in excess of
30%.  This  investment  is  accounted  for on the equity  method of  accounting.
Because the  Company's  percent  share of  accumulated  losses in TherMatrx  has
exceeded its original investment, no asset is recorded on the balance sheet. The
Company has included in accrued liabilities $136,467 of potential obligations to

May 31, 2002 10-QSB                                                     Page -5-
<PAGE>


TherMatrx  which it incurred in a prior year. No further  obligations  have been
recorded as the Company has not  guaranteed  or  otherwise  committed to provide
further financial support.

Note 6.  Significant Agreements

         The Company has  announced an agreement  with  Nucletron  B.V. in which
Nucletron has become the exclusive  sales agent for the Company's new generation
interstitial  hyperthermia systems,  except in China and certain German speaking
companies.   Nucletron   B.V.   intends  to  sell  the  Company's   interstitial
hyperthermia  systems for use as a combined  therapy with its own  systems.  The
primary  business of Nucletron  B.V. is  implantation  of  radioactive  seeds in
cancerous tumors.



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

Liquidity and Capital Resources
-------------------------------

         Cash flow from  operations was primarily due to collections in accounts
receivable  which  provided  $201,116  of cash flow and  increases  in  deposits
payable  (included in accrued  expenses) for future  orders which  provided cash
flow of $226,620.  The primary use of cash for operations related to an increase
in inventory of $93,514.  The current cash position,  accounts  receivables  and
funds from operations were  sufficient to meet the Company's  current  operating
cash requirement for the period.

              Fluctuations in Operating Results
              ---------------------------------

         The Company's sales and operating results historically have varied (and
will likely continue to vary) on a  quarter-to-quarter  and a year to year basis
due to the  relatively  large per unit sales prices of the  Company's  products,
typical  fluctuations  in the mix of orders  for  different  systems  and system
configurations  and other factors.  For these and other reasons,  the results of
operations  for a particular  fiscal period may not be indicative of results for
any other period.


Results of Operations:
----------------------

Nine Months ended May 31, 2002
Product sales for the nine months ended May 31, 2002  increased by $505,303,  or
42.28% as compared  to the nine  months  ended May 31,  2001,  primarily  due to
increased  sales to Thermatrx,  Inc., an  unconsolidated  subsidiary.  Grant and
License  revenue  consisting  of fees paid to the Company for the use of certain
patents based on certain reported sales of the Licensee,  decreased from $28,110
to $0. Selling,  General and Administrative  Expenses were $726,549 for the nine
months  ended May 31,  2002,  an  increase  of $46,066 or 6.76%,  as compared to
$680,483  for the nine months  ended May 31, 2001 due to changes in the cycle of
promotional  expenses and  increases in legal fees and bad debt  expense.  Total
Costs and Expenses increased by $323,591,  an increase of 19.43%,  primarily due
to the aforementioned  increase in Selling,  General and Administrative  expense
and an increase in Cost of Product  Sales due to higher  sales  volume.  The Net
Loss for the nine months  ending May 31, 2002 was  $284,914,  as compared with a
Net Loss of $442,143 for the nine months ending May 31, 2001.

May 31, 2002 10-QSB                                                     Page -6-
<PAGE>

         Research  and  Development  Expenses  increased to $455,678 in the nine
months  ended May 31, 2002 as compared to $452,172 for the nine months ended May
31, 2001,  an increase of $3,506 or .77% to support  completion  of new products
under development.


Three Months ended May 31, 2002
Product Sales for the three months ended May 31, 2002, were $819,870 as compared
to $1,058,028  for the three months ended May 31, 2001 a decrease of $238,158 or
22.5%,  primarily due to decreased sales to the Company's related party European
distributor during that period.  Selling,  General and  Administrative  Expenses
increased  from  $202,833 in the three  months ended May 31, 2001 to $230,523 in
the three months ended May 31,  2002,  an increase of $27,640 or 13.62%,  due to
changes in the cycle of promotional  expenses and higher legal fees. Total Costs
and Expenses  decreased by $7,526,  a decrease of .94%,  primarily  due to lower
cost of goods due to the lower  sales  volume.  Net Income for the three  months
ending May 31, 2002,  was  $34,537,  as compared to a Net Income of $267,121 for
the three months ending May 31, 2001.

         Research and Development  Expenses  increased to $158,597 for the three
months  ended May 31,  2002,  as compared to $146,285 for the three months ended
May 31, 2001, an increase of $12,312 or 8.41%




         FORWARD  OUTLOOK AND RISKS.  From time to time, the Company may publish
forward-looking  statements  relating to such matters as  anticipated  financial
performance,  business  prospects,   technological  development,  new  products,
research and development  activities and similar matters. The Private Securities
Litigation  Reform  Act of  1995  provides  a safe  harbor  for  forward-looking
statements.  In order to comply with the terms of the safe  harbor,  the Company
notes that a variety of factors  could cause the  Company's  actual  results and
experience  to  differ   materially  from  the  anticipated   results  or  other
expectations expressed in any of the Company's forward-looking statements.

         This  form  10-QSB  contains  and  incorporates  by  reference  certain
"forward-looking statements" within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange  Act with  respect to results of  operations
and  businesses  of the  Company.  All  statements,  other  than  statements  of
historical facts, included in this Form 10-QSB, including those regarding market
trends, the Company's  financial position,  business strategy,  projected costs,
and  plans  and   objectives   of   management   for  future   operations,   are
forward-looking  statements.  These forward-looking  statements are based on the
Company's  current   expectations.   Although  the  Company  believes  that  the
expectations reflected in such forward-looking statements are reasonable;  there
can be no assurance that such expectations will prove to be correct.



         CHANGING REGULATORY  ENVIRONMENT.  The Company's business is subject to
extensive  federal,  state  and  local  regulation.   Political,   economic  and
regulatory  influences  are  subjecting  the health care  industry in the United

May 31, 2002 10-QSB                                                     Page -7-

<PAGE>

States to  fundamental  change.  See  "Government  Regulation"  in the Company's
fiscal 1998 10-KSB.



PART II - OTHER INFORMATION

Item 6.       Exhibits and reports on Form 8-K

(a)   Exhibits

     The following exhibit is filed as part of this report:

Exhibit
Number                                                    Description
-------                                                   -----------

b)   Reports on Form 8-K - During the quarter, no reports on Form 8-K were filed
     by the Company.


May 31, 2002 10-QSB                                                     Page -8-

<PAGE>

SIGNATURE


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
BSD  Medical  Corporation,  the  registrant,  has duly  caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.


                                                     BSD MEDICAL CORPORATION



Date:   July 11, 2002                                /s/ Hyrum A. Mead
        -------------                                ------------------------
                                                     Hyrum A. Mead
                                                     President



May 31, 2002 10-QSB                                                     Page -9-
<PAGE>