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Jagman

02/17/05 6:41 AM

#7270 RE: Jagman #7269

From last filing: NOTE 3 - COMMON STOCK

During the six months ended December 31, 2004, the Company issued 3,000,000 shares of common stock upon the exercise of options for compensation with a fair market value of $120,000; 1,1970,000 shares of common stock upon the exercise of options for services with a fair market value of $79,580; and 138,889 shares of common stock for $10,000 cash.

NOTE 4 - STOCK OPTIONS

The Company's board of directors approved the First American Scientific Corp. 2004 and 2004A Non-qualified Stock Option Plan. This plan allows the Company to distribute up to 20,000,000 shares (note: now 30 million) of common stock options at a maximum share price of $0.05 to persons employed or associated with the Company. This plan was not approved by the Company's security holders.

During the six months ended December 31, 2004, the Company granted 5,108,889 options of which 5,108,889 were immediately exercised.

NOTE 5 - RELATED PARTIES

At December 31, 2004, the Company owes two of its shareholders $180,000 for accrued wages and $72,216 for loans made to the Company.