<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 10-Q
[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from:
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Commission file number 0-27094
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FIRST AMERICAN SCIENTIFIC CORP.
(Exact name of Registrant as specified in its charter.)
NEVADA 88-0338315
(State of other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
409 Granville Street, Suite 303
Vancouver, British Columbia V6C 1T2
(Address of principal executive offices, including zip code.)
(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 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 NO x
The number of shares outstanding of the Registrant's Common
Stock, $0.001 par value per share, at September 30, 1997 was
18,063,198 shares.
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<PAGE> 2 PART I
ITEM 1. FINANCIAL STATEMENTS.
FIRST AMERICAN SCIENTIFIC CORP.
(A Development Stage Enterprise)
BALANCE SHEETS
<TABLE>
<CAPTION>
Three Months Year
Ending Ending
ASSETS 09/30/97 06/30/97
<S> <C> <C>
CURRENT ASSETS
Bank $ (10,600) $ 3,457
Accounts receivable 57,912 72,940
Inventory 70,535 55,376
Prepaid expenses 32,004 23,429
---------- ----------
149,851 155,202
---------- ----------
OTHER ASSETS
Technology license and other rights 2,155,000 1,905,000
Ultrasound equipment 872,246 872,246
Plant assets and equipment 1,542,361 1,521,477
Leasehold Improvements 8,510 5,476
Security deposit 17,760 15,568
---------- ----------
4,595,877 4,319,767
---------- ----------
$4,745,728 $4,474,969
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 460,608 $ 404,793
Accrued interest payable - -
License agreement payable 517,000 537,000
---------- ----------
977,608 941,793
---------- ----------
OTHER LIABILITIES
Loans payable 1,008,730 1,380,144
---------- ----------
STOCKHOLDERS' EQUITY
Common stock - $.001 par value
50,000,000 shares authorized,
18,063,198 issued 18,062 13,622
Additional paid-in capital 4,493,182 3,731,471
Deficit accumulated during
the development stage (1,751,854) (1,592,061)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY 2,759,390 2,153,032
---------- ----------
$4,745,728 $4,474,728
========== ==========
</TABLE>
The accompanying notes are an integral part of
these financial statements.
F-1
<PAGE> 3
FIRST AMERICAN SCIENTIFIC CORP.
(A Development Stage Enterprise)
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT
<TABLE>
<CAPTION>
Three Months Ending Year Ending
September 30, 1997 June 30, 1997
<S> <C> <C>
INCOME $ 361,429 $ 347,721
OPERATING EXPENSES 521,222 1,442,608
---------- -----------
NET INCOME (LOSS) $ (159,793) $ (1,094,887)
========== ============
NET INCOME (LOSS)
PER SHARE $ (0.01) $ (0.08)
========== ============
</TABLE>
The accompanying notes are an integral part of these
financial statements.
F-2
<PAGE> 4
FIRST AMERICAN SCIENTIFIC CORP.
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS' EQUITY
Three Months Ending September 30, 1997
<TABLE>
<CAPTION>
Additional
Common Stock Paid-in Retained
Shares Amount Capital Earnings
<S> <C> <C> <C> <C>
BALANCE
June 30, 1997 13,622,448 $ 13,622 $ 3,731,471 $ (1,592,061)
ADD:
Settlement of debt
of $116,188 for 937,000
shares of common stock
July 28, 1997 937,000 937 115,251
Settlement of debt of
$164,522 for 1,278,750
shares of common stock
July 28, 1997 1,278,750 1,278 163,244
Private placement of
1,000,000 shares of
common stock
August 5, 1997 1,000,000 1,000 199,000
Purchase of patent
and manufacturing
rights for 1,000,000
shares of common stock
July 2, 1997 1,000,000 1,000 249,000
Settlement of debt of
$35,441 for 225,000 shares
of common stock - August
5, 1997 225,000 225 35,216
Net Loss for the period ending
September 30, 1997 (159,793)
---------- -------- ----------- ------------
18,063,198 $ 18,062 $ 4,493,182 $ (1,751,854)
========== ======== =========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE> 5
FIRST AMERICAN SCIENTIFIC CORP.
(A Development Stage Enterprise)
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Three Months
Ending Year Ending
09/30/97 06/30/97
<S> <C> <C>
CASH FLOWS PROVIDED (USED) IN
OPERATIONS
Net income (loss) $ (159,793) $(1,094,887)
Adjustment to reconcile net loss
to net cash used by operations:
(Increase) decrease in
accounts receivable 15,028 (72,940)
(Increase) in inventory (15,159) (55,376)
(Increase) in prepaid expenses (8,575) (24,326)
Increase in accounts payable 55,814 305,625
Decrease in accrued interest payable 0 (12,761)
Payment on licenses agreement payable (20,000) (500,000)
---------- -----------
(132,685) (1,454,665)
---------- -----------
CASH FLOWS PROVIDED (USED) IN
INVESTING ACTIVITIES
Payment for technology license 0 (193,000)
Purchase of equipment (20,884) (1,388,606)
Leasehold improvements (3,034) -
Security deposits (2,192) -
Purchase of patents and
manufacturing rights (250,000)
Settlement of debt (516,151)
Proceeds from loans 144,738 709,297
---------- -----------
(647,523) (872,309)
---------- -----------
CASH FLOWS PROVIDED (USED)
IN FINANCING ACTIVITIES
Proceeds from sale of stock 766,151 2,335,770
---------- -----------
NET INCREASE (DECREASE) IN CASH $ (14,057) $ 8,796
========= ===========
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION
Cash paid during the period for:
Financing fees $ 0 $ 194,466
Income taxes $ 0 $ 0
</TABLE>
The accompanying notes are an integral part of these
financial statements.
F-4
<PAGE> 6
FIRST AMERICAN SCIENTIFIC CORP.
(A Development Stage Enterprise)
September 30, 1997
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Organization
First American Scientific Corp. (the Company) was incorporated on
April 12, 1995 under the laws of the State of Nevada, with a year
end of June 30. The Company, originally organized to become a
manufacturer of rubber powder for industrial fillers, has
acquired the rights to process and sell industrial products such
as gypsum, limestone, and sulfur. The assets consist of
technology, licenses, related equipment, and patent and
manufacturing rights world-wide.
The Company is no longer considered to be development stage as
defined in Statement of Financial Accounting Standards No. 7 as
production commenced in May 1997.
Summary of Significant Accounting Principles
Depreciation will begin this fiscal year as the Company's
property, plant and equipment are placed in production. The cost
of property, plant and equipment will be depreciated over the
estimated useful lives of the related assets. The cost of
leasehold improvements will be depreciated over the lesser of the
length of the related leases or the estimated useful lives of the
assets. Depreciation will be computed on the straight-line
method for financial reporting purposes and for income tax
purposes.
Amortization of the Company's technology licenses will begin when
this fiscal year as the Company's property, plant and equipment
(which directly originate from the licensed technology) are now
in service. The cost of the Company's technology licenses will
be amortized over the estimated economic life of fifteen years.
Organizational costs were expensed when paid.
NOTE 2 - STOCKHOLDERS' EQUITY
Common Stock
All shares have been adjusted for a 6-for-10 reverse stocks split
on August 14, 1995.
F-5
<PAGE> 7
FIRST AMERICAN SCIENTIFIC CORP.
(A Development Stage Enterprise)
September 30, 1997
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - OFFICES AND EMPLOYEES
The Company owns no real property. It leases 1,000 square feet
of office space at Suite 303 - 409 Granville Street, Vancouver,
British Columbia V6C 1V5 from LCM Equities, Inc. The current
lease is unwritten and is month-to-month. A lease on space in
Richmond for research and development has by mutual agreement has
been terminated as at April 30, 1997. There were no fees on
cancellation.
The Company has 10 employees at September 30, 1997.
NOTE 4 - TECHNOLOGY LICENSE
On June 22, 1995, the Company entered into a license agreement
with Spectrasonic Corp. for the worldwide license to its
unpatented Sonic Disintegration Equipment 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 and the license rights valued at $250,000. Since this
initial agreement, modifications have been made to the machine,
bringing its total cost to $440,740 at September 30, 1997.
On February 22, 1996, the Company entered into an additional
license agreement with Spectrasonic Corp. for the worldwide
license to its unpatented Ultrasound Equipment for exclusive use
in gypsum disintegration, and disposal, recycling,
remanufacturing or manufacturing of used or new raw materials.
The purchase price of this license and one machine for gypsum-
related use was $775,000, with the parties agreeing that the
technology license is valued at $425,000 and the gypsum SDM
machine is valued at $350,000. Certain modifications have been
made to the machine, bringing its costs at September 30, 1997 to
$431,506.
On May 17, 1996, the Company executed another agreement with
Spectrasonic Corp. for the worldwide license to equipment
developed by Spectrasonic use in disintegration, disposal,
recycling, remanufacturing or manufacturing of "any kinds of
materials" for a period of ninety-nine years. The purchase price
of this license was $1,230,000, which consisted of the Company
issuing to Spectrasonic 1,000,000 shares of First American common
stock (with an aggregate deemed value of $500,000) and agreeing
to pay $730,000 in varying installment amounts between June 30,
1996 and January 2, 1997. This agreement has been amended and
there are no terms for repayment.
F-6
<PAGE> 8
FIRST AMERICAN SCIENTIFIC CORP.
(A Development Stage Enterprise)
September 30, 1997
NOTES TO FINANCIAL STATEMENTS
In June 1997, the Company acquired the world patent rights and
the manufacturing rights from Spectrasonic Corp. Consideration
is to be 1,000,000 shares of common stock, plus the sum of
$500,000 to be paid out of the sale of SDM machines related to
the sludge industry. The Company now possesses all marketing,
manufacturing and patent rights applicable to the technology.
The agreement covering this acquisition was executed July 2,
1997, and the 1,000,000 shares of common stock has been issued.
NOTE 5 - TRANSLATION OF FOREIGN CURRENCY
The Company has adopted Financial Accounting Standard No. 52.
Because the Canadian foreign exchange remained approximately the
same since inception, there are no material exchange rate
transaction gains or losses. In the future, the Company will
record such transactions in the Statement of Stockholders'
Equity.
Common stock issued for payment on license agreements was
recorded in U.S. dollars.
NOTE 6 - EARNINGS (LOSS) PER SHARE
The net income (loss) per share is computed using the weighted
average number of shares outstanding and amounts to (.01) per
share.
NOTE 7 - STOCK COMPENSATION PLANS
The Company has adopted a consultant and employee stock
compensation plan. The total number of shares eligible for
inclusion in the Plan is 350,000. Any shares issued as a result
of the exercise option thereunder will be "restricted
securities." Options may only be granted to employees and
consultants of the Company. The Board of Directors is vested
with authority and discretion to prescribe, amend and rescind
rules and regulations relating to the plan. No options have been
issued as of September 30, 1997.
NOTE 8 - IMPAIRMENT OF LONG-LIVED ASSETS
Management of the Company intends to review annually events or
changes in circumstances that indicate the carrying amount of an
asset that may not be recoverable. Statement of Financial
Accounting Standard No. 121 will be applied to long-lived assets
for the year beginning after June 30, 1997.
F-7
<PAGE> 9
FIRST AMERICAN SCIENTIFIC CORP.
(A Development Stage Enterprise)
June 30, 1996
NOTES TO FINANCIAL STATEMENTS
NOTE 9 - RELATED PARTY TRANSACTION
Spectrasonic Corp. (See note 4 above) is owned and controlled by
Jon Martin and John Sand, each of whom own 50% of the outstanding
common stock of each entity.
NOTE 10 - LOANS PAYABLE
The Company entered into a loan agreement with Knowlton Capital
Inc., in April 1996 wherein the lender agreed to provide a
revolving line of credit up to $800,000 which matured on June 30,
1997. Knowlton Capital renewed the loan, and the balance at
September 30, 1997 was $872,229. In consideration of extending
the loan, Knowlton received 398,836 common shares.
The Company also entered into loan agreements with Magic Trading,
Inc. for $171,413 and Huntington for $100,000. The Magic Trading
loan has been retired as at September 30, 1997. The Huntington
loan has been extended to December 31, 1997.
NOTE 11 - ROYALTY AGREEMENT
On October 15, 1995, the Company entered into a gross royalty
agreement with Strategic International, Inc. The agreement
grants to Strategic International, Inc. a gross perpetual royalty
of $0.015 per pound on all glass and rubber which is processed
through, by or under the license granted on June 22, 1995, to
First American Scientific Corp. by Spectrasonic Corp. Strategic
International, Inc. was instrumental in arranging the licensing
agreements with Spectrasonic Corp. No royalties were payable at
September 30, 1997.
F-8
<PAGE> 10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Company was incorporated on April 12, 1995, and
commenced construction of a plant in Bakersfield, California in
July 1996. Funding in the Company was acquired by way of private
loans and the sale of common stock. This funding covered
research and development of the technology, maintenance of
liquidity, and the commencement of the industrial mineral
processing plant in Bakersfield, California.
In the quarter ending September 30, 1997, the Company
continues to raise funds from private loans, and the sale of
common stock until it can generate its cash requirements by
internal means. As the Company has now entered full production,
it anticipates that its requirements for additional operating
capital will be minimal, as the business becomes cash flow
positive. The financing that is contemplated will be the
retirement and restructuring of its existing debt, and the
Company intends to pursue this course of action and complete such
in the following quarter.
At September 30, 1997, the Company had a bank overdraft of
$(10,600). Inventory and accounts receivable amounted to
$128,000, which is offset by accounts payable of $460,000. The
Company recognizes that it requires more working capital and is
addressing the issue. It anticipates raising either long-term
debt or equity in the quarter ending December 31, 1997, to help
correct the imbalance in its working capital.
The Company has sufficient liquidity to maintain its
operation and raised a total of $766,151 from the sale of common
stock. During the past quarter, the Company obtained an
additional $350,000 in loans and sale of common shares. These
funds were used to retire outstanding loans, assist in
acquisition of raw materials for the commencement of production,
and purchase of additional equipment. The Company has completed
its capital construction program and requires only nominal
equipment additions in the year ahead. Partial production
started in February 1997, and full production started in May
1997. The Company had sales of $361,000 in the quarter ending
September 30, 1997.
RESULTS OF OPERATIONS
During the first quarter ending September 30, 1997, the
Company incurred an operating loss of $159,793. Expenses
included wages and benefits of $130,000 and some start-up
marketing and promotional expenditures of $20,000. Adjustments
have been made to operating margins, and the benefits of this
<PAGE> 11
should be reflected in the next quarter. Revenue in the first
quarter was derived mainly from sale of processed gypsum.
Revenue is also being generated from a contract to process
potassium sulphate (potash). This customer has initially given
the Company a contract for 2,000 tons of product but this will be
increased significantly as the customer is very satisfied with
the finished product.
The plant became fully operational in May 1997 and the
Company operated two shifts per day, during July and part of
August. The two SDM machines, along with the bagging equipment,
bulk hoppers, conveyor systems and the extensive electrical
system, are functioning as anticipated and production levels are
in line with budgeted projections. Plant costs of $1,515,000 are
in excess of original estimates and resulted in additional
financing costs. These additional costs have been financed
through sale of debt and equity financing of $350,000.
While revenue was derived only from gypsum and potash during
the quarter ending September 30, 1997, the Company expects to
expand its markets in the next quarter and commence selling
broadcast as well as solution grade gypsum. It also expects to
market additional industrial minerals such as limestone and
dolomite.
The Company advises that LCM Equity, Inc. converted all
outstanding loans into common stock. A loan in the amount of
$200,000 due to 834968 Ontario, Inc. has been retired during the
quarter ending September 30, 1997. All loans due to Magic
Trading Limited have also been retired as at September 30, 1997.
INFLATION
Inflation continues to be a non factor in the quarter ending
September 30, 1997. This is consistent with the previous fiscal
year ending June 30, 1997. Construction costs were not adversely
affected by inflation, nor has inflation had any adverse affect
on operating costs to date.
QUARTER ENDED SEPTEMBER 30, 1997
The Company rents premises at 4100 Burr Street, Bakersfield,
California, for the sum of $1,000 per month. These premises are
rented for a one year period with the option to renew for an
additional 2 years. The plant consists of two (2) SDM machines
which are currently leased, which in turn generate processed
industrial minerals at the rate of 10 to 12 tons per hour for
both machines. These machines are supplemented by approximately
$1,515,000 in additional equipment, such as conveyors, bagging
equipment, large bulk hoppers, various and sundry electrical
equipment, weigh scales and receiving docks and sundry other
items.
<PAGE> 12
During the quarter ending September 30, 1997, the largest
single expenditure was $130,000 for payroll and $44,000 in lease
costs related to the lease/purchase of equipment. The Company
also spends funds on a marketing program to promote the
technology as it relates to industrial minerals, rubber and
biowaste (sludge). The Company has reconfigured the machine for
biowaste and is now conducting an onsite testing program for
biowaste. It is expected that this equipment will be available
in the next three to six months for commercial application.
All results are reflected in U.S. dollars and any foreign
exchange loss or gain is nominal in that the value of the
Canadian dollar to the U.S. dollar has changed very little during
the past year.
FOREIGN OPERATIONS
The Company no longer has the rented facilities in Richmond,
British Columbia, Canada, but is conducting its biowaste testing
at Chiliwack, British Columbia, Canada. At these facilities, the
Company carries out research and development work on biowaste,
and industrial minerals. The focus of its efforts in the quarter
ending September 30, 1997 was directed toward biowaste.
This research and development is conducted in a wholly owned
subsidiary (a British Columbia company) of First American
Scientific Corp. No revenues have been generated at this
facility.
EXHIBIT INDEX
Exhibit
No. Description
27 Financial Data Schedule
<PAGE> 13
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.
Dated this 6th day of May, 1998.
FIRST AMERICAN SCIENTIFIC CORP.
(the "Registrant")
BY: /s/ Jack Lovelock, Chief Executive Officer and a member of
the Board of Directors.
BY: /s/ Robert G. Dinning, Secretary/Treasurer, Chief Financial
Officer and a Member of the Board of Directors.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
the Consolidated Statement of Financial Condition at September 30, 1997
(Unaudited) and the Consolidated Statement of Income for the three
months ended September 30, 1997 (Unaudited) and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> SEP-30-1997
<CASH> (10,600)
<SECURITIES> 0
<RECEIVABLES> 57,913
<ALLOWANCES> 0
<INVENTORY> 70,534
<CURRENT-ASSETS> 160,452
<PP&E> 2,414,607
<DEPRECIATION> (31,536)
<TOTAL-ASSETS> 4,756,328
<CURRENT-LIABILITIES> 1,986,336
<BONDS> 0
0
0
<COMMON> 4,511,244
<OTHER-SE> (1,751,853)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 361,429
<TOTAL-REVENUES> 0
<CGS> 174,400
<TOTAL-COSTS> 330,335
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,797
<INCOME-PRETAX> (143,305)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (143,305)
<EPS-PRIMARY> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
