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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION  
Washington, DC 20549

FORM 10-QSB



|[ x ] | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities  Exchange Act of 1934
|----- | ----------------------------------------------------------------------------------------
|      | FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2006                                        
|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: 000-27094

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



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

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

(604) 913-9035 
(Registrant's telephone number, including area code)

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

The Company is a Shell company: Yes [   ]   No [ X ]

As of December 31, 2006, we have a total amount of shares issued and outstanding of: 193,793,955.

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PART I.

ITEM 1.    FINANCIAL STATEMENTS

FIRST AMERICAN SCIENTIFIC CORP.
Consolidated Financial Statements

TABLE OF CONTENTS

|Financial Statements                                                  |    
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|Consolidated Balance Sheets                                           | F-1
|Consolidated Statements of Operations and Comprehensive Income (Loss) | F-2
|Consolidated Statements of Cash Flows                                 | F-3
|                                                                      |    
|Condensed Notes to Consolidated Financial Statements                  | F-4



















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



The accompanying condensed notes are an integral part of these consolidated financial statements.

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|FIRST AMERICAN SCIENTIFIC CORP.      
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|CONSOLIDATED STATEMENTS OF OPERATIONS
|AND COMPREHENSIVE INCOME (LOSS)      
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|REVENUES                             
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|COST OF SALES                        
|GROSS PROFIT                         
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|OPERATING EXPENSES                   
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|LOSS FROM OPERATIONS                 
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|OTHER INCOME (EXPENSE)               
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|LOSS BEFORE INCOME TAXES             
|INCOME TAXES                         
|NET LOSS                             
|OTHER COMPREHENSIVE INCOME (LOSS)    
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|COMPREHENSIVE NET LOSS               
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The accompanying condensed notes are an integral part of these consolidated financial statements.

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|FIRST AMERICAN SCIENTIFIC CORP.                               
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|CONSOLIDATED STATEMENTS OF CASH FLOWS                         
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|CASH FLOWS FROM OPERATING ACTIVITIES                          
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|Net cash provided (used) by operating activities              
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|CASH FLOWS FROM INVESTING ACTIVITIES                          
|Net cash provided (used) in investing activities              
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|CASH FLOWS FROM FINANCING ACTIVITIES                          
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|Net cash used by financing activities                         
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|NET INCREASE (DECREASE) IN CASH                               
|Other comprehensive gain (loss) - foreign currency translation
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|CASH - Beginning of period                                    
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|CASH - End of period                                          
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|SUPPLEMENTAL CASH FLOW DISCLOSURES:                           
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|NON-CASH FINANCING AND INVESTING TRANSACTIONS:                
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The accompanying condensed notes are an integral part of these consolidated financial statements.

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|FIRST AMERICAN SCIENTIFIC CORP.                     
|----------------------------------------------------
|Condensed Notes to Consolidated Financial Statements
|December 31, 2006                                   

NOTE 1 - BASIS OF PRESENTATION

The foregoing unaudited interim financial statements of First American Scientific Corp. (hereinafter "FASC" or "the Company") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Regulation S-B as promulgated by the Securities and Exchange Commission ("SEC").  Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements.  These unaudited interim financial statements should be read in conjunction with the audited financial statements for the year ended June 30, 2006.  In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.

The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period.  Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company's financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions and could have a material effect on the reported amounts of the Company's financial position and results of operations.

Operating results for the six month period ended December 31, 2006 are not necessarily indicative of the results that may be expected for the year ending June 30, 2007.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of FASC is presented to assist in understanding the Company's financial statements.  The financial statements and notes are representations of the Company's management, which is responsible for their integrity and objectivity.  These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

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





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|FIRST AMERICAN SCIENTIFIC CORP.                     
|----------------------------------------------------
|Condensed Notes to Consolidated Financial Statements
|December 31, 2006                                   

As shown in the accompanying financial statements, the Company has incurred an accumulated deficit of $12,589,266 through December 31, 2006 and has limited cash resources.  The Company recorded minimal sales during the six month period ended December 31, 2006 and generated a net loss of $458,519.

These factors raise substantial doubt about the Company's ability to continue as a going concern.  Management plans to substantially increase sales through current channels and develop new sales opportunities.  Management has also established plans designed to increase the sales of the Company's products by continued research and development and combining technology and sales resources with its joint venture partners and with its Licensees.

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

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

Revenue and Cost RecognitionRevenues from the sale of KDS machines are recognized when there is a sales contract, all terms of the contract have been completed, collectibility is reasonably assured and the products are delivered.  During the six months ended December 31, 2006, the Company received royalties and license fees, and has a contract to sell one machine in the future.

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

ReclassificationsCertain prior year amounts in the accompanying financial statements have been reclassified to conform to the fiscal 2006 presentation.

Recent Accounting PronouncementsIn September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 157, "Fair Value Measurements," (hereinafter "SFAS No. 157") which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. Where applicable, SFAS No. 157 simplifies and codifies related guidance within GAAP and does not require any new fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier adoption is encouraged. The Company does not expect the adoption of SFAS No. 157 to have a significant immediate effect on its financial position or results of operation.



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|FIRST AMERICAN SCIENTIFIC CORP.                     
|----------------------------------------------------
|Condensed Notes to Consolidated Financial Statements
|December 31, 2006                                   

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

NOTE 3 - COMMON STOCK

During the six months ended December 31, 2006, the Company issued 1,325,000 shares of common stock upon the exercise of options at an average price of $0.032 for professional fees, and rent of $42,413; 750,000 shares of common stock shares at $0.034 for advertising of $25,500; and 1,875,000 shares upon the exercise of options at $0.04 for management salaries with a fair market value of $75,000.

NOTE 4 - STOCK OPTIONS

The Company's board of directors approved the First American Scientific Corp. 2005 Non-qualified Stock Option Plan.  This plan allows the Company to distribute up to 10,000,000 shares 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 three months ended December 31, 2006 Company granted 1,875,000 options to management for unpaid salary and 2,075,000 for professional services and rent all of which had been exercised.  (See Note 3)

During October 2006, the Company's board of directors approved the First American Scientific Corp. 2006 Non-qualified Stock Option Plan.  This plan allows the Company to distribute up to 5,000,000 shares of common stock options at a maximum share price of $0.04 to persons employed or associated with the Company.  This plan was not approved by the Company's security holders.  As of December 31, 2006, no options have been granted.

NOTE 5 - RELATED PARTIES

At December 31, 2006, the Company owed two of its senior executives a total of $ 542,910 in   accrued salary and for loans made to the Company.



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|FIRST AMERICAN SCIENTIFIC CORP.                     
|----------------------------------------------------
|Condensed Notes to Consolidated Financial Statements
|December 31, 2006                                   

NOTE 6 - CONTRACTS

In February 2002 the Company formed Alternative Green Energy Systems, Inc. (hereinafter "AGES") for the purpose of using FASC's licensed technology and patents to manufacture, sell, operate and use KDS machines in combination with available expertise in wood dust burning technology.  In 2002 and 2003, the Company reported financial information from AGES on a consolidated basis due to its control of AGES.

In September 2005, AGES issued a cash call to all its shareholders. In October 2005, AGES received $ 700,000 Cdn in new funding from its other shareholders.  FASC did not participate in the September cash call by AGES and its shareholdings in AGES were diluted 12%.

On July 8, 2004, the Company granted an exclusive license for 21 years to First American Scinetific Corp (Malaysia) Bhd. Sdn., to market the KDS system in Malaysia, Thailand, Singapore and Indonesia. FASCM purchased one KDS machine and set up a fully operational demonstration plant in Malaysia. Under the agreement, FASC will receive a royalty for each machine manufactured and sold in the territory and will share 50 % in any excess profits from the operation.

On August 6, 2004, the Company entered into an agreement with The Waste and Resources Action Programme (hereinafter "WRAP") which is a U.K. Government funded program that supports research to improve markets for recycled materials and products in the U.K.  WRAP intends to fund the cost of research and development (R&D), as WRAP determines appropriate, to determine the possibilities for the Company's KDS Technology and KDS Micronex Machine and ancillaries.  In addition, WRAP will conduct R&D to develop a production scale ancillary sludge separation system which can be used with the KDS Micronex Machine to reduce the costs and environmental impact of the sludge produced by the paper industry.  Under the terms of the agreement, WRAP has purchased a KDS Micronex Machine.  Also, WRAP will provide agreed funding in the amount of ^540,000 to be disbursed at WRAP's sole discretion for R&D purposes.  This research project is now completed.

On September 26, 2005, the Company signed an exclusive license agreement for manufacturing and marketing the KDS System in Japan with JP Steelplantech Company of Yokohama, Japan. As part of the agreement JP Steel has paid an up front licensing fee and purchased and installed a fully operational KDS at its facility in Yokohama to be used for sales demonstrations and research purposes. JP Steel will also pay a royalty for each machine manufactured and sold in Japan.

On December 14, 2005, the Company signed an exclusive license agreement for the marketing of the KDS System in Korea with JNK Heaters Co. Ltd. of Seoul, Korea. As part of the agreement JNK has paid an up front deposit for a licensing fee and machine purchase, and has finalized the purchase and installation of a fully operational KDS at a facility in Seoul to be used for demonstration and research purposes. JNK may also earn the right to manufacture machines in Korea after meeting certain contractual conditions and will also pay a royalty for each machine manufactured and sold in Korea.



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|FIRST AMERICAN SCIENTIFIC CORP.                     
|----------------------------------------------------
|Condensed Notes to Consolidated Financial Statements
|December 31, 2006                                   

On April 18, 2006 the company announced the signing of an agreement in principle to form a joint venture to be named First American Scientific Brazil Ltda. with South American Bio-Energy Corp Ltda of Uruguay and Bruno Industrial Ltda of Brazil for the manufacture, marketing, and operation of KDS equipment in Brazil, Uruguay and Argentina. Finalization of the documentation is expected to be completed in February 2007.

























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ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS December 31, 2006

Liquidity and Capital Resources

We were incorporated April 12, 1995 as a development stage company. We are the owner of the KDS disintegration technology which is patented in the USA, Canada, UK, Europe, Mexico, Australia, and New Zealand. In addition to the core patent,  new patents for two new applications, one for the cryogenic freezing and shattering scrap rubber and one for separation of precious metals from mineral rock using our equipment have been granted. One other patent application for drying and recovery of fuel and clay from biomass has been submitted and is pending status. Further new registrations have been submitted in Japan, Malaysia and Korea. We have now reached commercial viability for several of our applications and have entered our marketing phase. To date, we have sold systems in Canada, the United States, Poland, Malaysia, South Korea, Japan and  the UK.

On December 31, 2006 we had current assets of $327,739 current liabilities of $206,283 compared to the previous year on December 31, 2005 when we had $464,350 in current assets and $204,910 in current liabilities. Our working capital ratio on December 31, 2006 was 1.59 : 1, down from a working capital ratio of  2.27  :  1 on December 31, 2005. The company continues to maintain a positive working capital position and has no long term debt other than amounts due to two of its directors.

Waste Resources Action Program (WRAP) Research Funding in UK

In September 2004, we signed an agreement wherein WRAP has agreed to provide funding to develop "value enhanced end-products" from the output of the KDS machine. WRAP has agreed to provide $1,000,000 USD for the purchase and installation of one complete KDS system to be located at an industrial site in England. The fund will also pay for market research, scientific research, re-design and adaptation costs for the equipment and supplementary systems for industry-specific applications. All funds have been received and expended under the administration of WRAP.  WRAP is a department of the Gov't of the United Kingdom.

University of Tennessee  - USDA Funding

In July 2004, we were selected to participate with the University of Tennessee in a Biomass Research Initiative project funded by the US Dept of Agriculture. First American Scientific Co. was identified as a key industry partner for its history of developing novel size reduction and separation processes. The project is ongoing and no funds were paid or due to FASC in regard to this project.  There was no new activity to report this quarter.

AGES - Sustainable Development Technology Canada (SDTC) Funding

In October 2004, Sustainable Development Technology Canada (SDTC) awarded a $600,000 Cdn research grant to AGES to construct and install a complete waste to energy KDS 3000 System at a pulp mill in eastern Canada. All money has been received and expended by AGES.  FASC did not receive any funds from SDTC.



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Accounting issues

Management believes that the carrying value of its technology licenses, patents and manufacturing rights are fairly stated at cost less amortization using the straight line method over 15 years based upon the estimated present value of cash flows and the Company's projections to sell at least two machines each year through 2007.  The Company exceeded this target in fiscal year 2006, has sold one machine so far in fiscal 2007 and has contracts to sell two more this year.  Sales are recorded when all terms of the contract have been completed; collectibility assured; and when the equipment is delivered.

Our auditors have issued a going concern statement because we do not have sufficient cash flow for us to maintain our operation for the next year.  Consequently, our management will have to seek additional capital from new equity securities offerings, loans, or other fund raising activities to maintain our operation should new sales and receipt of receivables not materialize. Some relief has come from deferment of payment of salaries and loans due to our senior management which aggregate approximately $542,910 as of December 31, 2006.

As of December 31, 2006 there were 193,793,955 shares issued and outstanding.

Results of Operations - Period ending December 31, 2006

Revenue for the period ended December 31, 2006 was $249,654 compared to $311,800 for the same period last year.

Net losses for the period ended December 31, 2006 were $458,519 compared to a loss of $260,107 for the same period last year or less than $0.01 per share in each period.

The company anticipates future revenue to come from equipment sales, as well as its share in future profits from joint ventures, and by earning royalties and license fees under the following agreements:

Japan - JP Steelplantech Co. License Agreement

On September 26, 2005, the Company signed an exclusive license agreement for manufacturing and marketing the KDS System in Japan with JP Steelplantech Company of Yokohama, Japan. As part of the agreement JP Steel has paid an up front licensing fee and purchased and installed a fully operational KDS at its facility in Yokohama to be used for sales demonstrations and research purposes. Under the agreement, FASC will receive a royalty for each manufactured and machine sold in Japan. Marketing efforts are now underway, but there have been no sales this quarter.

JP Steel Plantech Co. is a well established engineering and equipment manufacturing company owned by four Japanese steel industry companies ; Kawasaki Heavy Industries (KHI), Hitachi Zosen (HITZ), JFE Engineering (JFE) and Sumitomo Heavy Industries (SHI).



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Korea - JNK Heaters Co. Ltd  License Agreement

On December 14, 2005, the Company signed an exclusive license agreement for the marketing of the KDS System in Korea with JNK Heaters Co. Ltd. of Seoul, Korea. As part of the agreement JNK has paid an up front licensing fee and has purchased and installed a fully operational KDS at its facility in Seoul. JNK may also earn the right to manufacture machines in Korea after meeting certain contractual conditions. Under the agreement, FASC will receive a royalty for each machine sold in Korea.  There have been two sales in Korea to date, one for processing limestone and a second KDS has been installed at a Waste Water Treatment Plant near Seoul, South Korea.

There have been no new sales this quarter.

Malaysia - FASCM  Joint Venture & License Agreement

On July 8, 2004, the Company granted an exclusive license for 21 years to First American Scinetific Corp (Malaysia) Bhd. Sdn., to market the KDS system in Malaysia, Thailand, Singapore and Indonesia. FASCM purchased one KDS machine and set up a fully operational demonstration plant in Malaysia. Under the agreement, FASC will receive a royalty for each machine manufactured and sold in the territory and will share 50 % in any excess profits from the operation.  There was one sale in Malaysia to date, but the equipment was recovered when payment was not forthcoming.  Two new projects are at the quotation stage.

Brazil - Proposed Joint Venture & License Agreement

On April 18, 2006 the company announced the signing of an Agreement in Principle to form a joint venture to be named First American Scientific Brazil Ltda. with South American Bio-Energy Corp Ltda of Uruguay and Bruno Industrial Ltda of Brazil for the manufacture, marketing, and operation of KDS equipment in Brazil, Uruguay and Argentina generally in, but not limited to the sugar industry. Under the proposed agreement, FASC will receive a royalty for each machine manufactured and sold in the territory and will share 50 % in any excess profits from the operation.  The first machine has been ordered with delivery expected in February 2007.

Canada - Alternative Green Energy Systems Inc - Joint Venture

In February 2004, AGES was granted an exclusive license to design, manufacture, and sell a large scale KDS Model 3000 machine for exclusive use in the pulp and paper industry in Canada, the USA, and Europe. The smaller test machine Model 250 was delivered to Atlantic Packaging Ltd'
s paper recycling facility in Whitby, Ontario for evaluation and testing.

A large scale KDS Model 3000 was fabricated and delivered to the Flakeboard pulp mill site Nova Scotia, Canada on a trial basis and testing is being conducted. Flakeboard installed all feeding equipment required to deliver wood waste to the KDS equipment and to convey and store the fuel dust after it has been processed. The Flakeboard system includes installation of a reclaimer, silo, various conveyors, a major area electric upgrade, DCS modifications and a civil engineering project to site and enclose all the equipment. Further adaptations to the KDS equipment are being made to determine if it is suitable to meet the Flakeboard's requirements.



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In October 2005, AGES received $ 700,000 Cdn in new funding from its shareholders to be used to complete the Flakeboard project. FASC did not participate in the September cash call by AGES thereby reducing its percentage ownership in AGES to 12 % . FASC continues to support AGES in its efforts to make this project a success.

Under the agreement, FASC will receive a royalty for each machine manufactured and sold in the territory and will share 12 % in any excess profits from the operation.  AGES must pay FASC at least $ 25,000 USD per annum to maintain the agreement in good standing.

By mutual agreement, in July 2006, the license was modified to reduce the territory licensed to Canada and he USA.  AGES did not release any new activity reports for its existing projects this quarter.

Other material contracts:

Canada - City of Prince George, BC

FASC has signed a Memorandum of Understanding with the City of Prince George, BC, Canada to assist them at their Waste Water Treament Plant in solving their environmental cleanup process of sewage sludge using the KDS Micronex System. This will be the first operation of its kind in the worls where strictly regulated Class B municipal sludge can be cleaned, bagged, and profitably sold to the public as a soil amendment. The initial runs are being monitored and evaluated by the University of BC,  and if acceptable, the City will establish a permanent facility utilizing up to four KDS machines. To date all trial runs have been satisfactory and many adjustments have been made to accommodate the efficient processing of the City's sewage sludge. To date, all preliminary results have been positive. The expected date for completion of the final evaluation has been extended to February 2007.

USA - Minnesota Valley Alfalfa Producers Coop

On April 28, 2006, the company received a purchase order for the sale of two KDS machines to Minnesota Valley Alfalfa Producers. The first machine was delivered and installed in July 2006. Adaptations to the equipment to accommodate local conditions have been made with positive results.  A request to deliver a second machine is expected soon.

Waste Resources Action Program - UK

In September 2004, we signed an agreement wherein WRAP has agreed to provide funding to develop "value enhanced end-products" from the output of the KDS machine. WRAP has agreed to provide $1,000,000 USD for the purchase and installation of one complete KDS system to be located at a local pulp & paper mill in England. The fund will also pay for market research, scientific research, re-design and adaptation costs for the equipment and supplementary systems for industry-specific applications over an 18 month period. The goals of the project are to demonstrate the KDS technology in a working environment, optimize ancillary equipment to improve its efficiency, and identify markets for recycled end products.  In Dec 2004, a KDS Model S-4 was shipped to Aylesford Newsprint in London, England for trial runs and evaluation.  The initial testing phase is now complete and the results are inconclusive. More work is needed to achieve commercial viability with pulp sludge.



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Ongoing Research and Development

We continue to focus on improving the KDS equipment's processing capacity and improve efficiencies for several different applications. We have determined that processing of softer materials such as biomass and pulp sludge currently represent the highest and best use for our technology and the most probable to generate sales. With the funding provided by SDTC, WRAP, the USDA, FASCM, JP Steelplantech Co., the City of Prince George, UNBC, JNK Heaters Co. Ltd , in Korea, an soon in Brazil, our research and testing isdeveloping commercially viable applications for our technology for many unique applications.

Inflation

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

Foreign Operations

We rent office space in West Vancouver, British Columbia, Canada which serves as an administrative office and rent a sales office in Delta, British Columbia. We moved our demonstration facility to Abbotsford, British Columbia in August 2005. AGES shares office space in Montreal, Quebec with Thermix Combustions Systems Inc.

Trends

Sales efforts are beginning to bring results with one machine being sold per quarter on average. Based upon the sale of a minimum of one machine per quarter, plus royalties and license fees, we anticipate revenue of $1,000,000 to $2,000,000 this fiscal year.

Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 157, "Fair Value Measurements," (hereinafter "SFAS No. 157") which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. Where applicable, SFAS No. 157 simplifies and codifies related guidance within GAAP and does not require any new fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier adoption is encouraged. The Company does not expect the adoption of SFAS No. 157 to have a significant immediate effect on its financial position or results of operation.









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ITEM 3.     CONTROLS AND PROCEDURES

Quarterly evaluation of our disclosure controls and internal controls

The Company maintains disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the specified time periods. As of the end of the period covered by this report, First American Scientific Corp.'s Principal Executive Officer and their Principal Financial Officer have evaluated the effectiveness of the Company'
s disclosure controls and procedures. Based on the evaluation, which disclosed no significant deficiencies or material weaknesses, First American Scientific Principal Executive and Principal Financial Officer each concluded that the Company's disclosure controls and procedures are effective. There were no changes in the Company's internal controls over financial reporting that occurred during the Company's most recent quarter that may have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

CEO and CFO certifications

Appearing immediately following the signatures section of this report there are two separate forms of "Certifications" of the CEO and the CFO. The first form of Certification is required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certification). This section of the report which you are currently reading is the information concerning the Controls Evaluation referred to in the Section 302 Certifications.

Disclosure controls and internal controls

Disclosure Controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 (Exchange Act), such as this quarterly report, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's (SEC) rules and forms. Disclosure Controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Internal Controls are procedures which are designed with the objective of providing reasonable assurance that (1) our transactions are properly authorized; (2) our assets are safeguarded against unauthorized or improper use; and (3) our transactions are properly recorded and reported, all to permit the preparation of our financial statements in conformity with generally accepted accounting principles.

Limitations on the Effectiveness of controls

Our management, including our CEO and CFO, confirm that the control systems are at the "reasonable assurance" level, however, management does not expect that our Disclosure Controls or our Internal Controls will prevent all error and all fraud as a control system. No matter how well conceived and operated, they cannot provide absolute assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control



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systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. However, upon discovery that the controls have become inadequate, they will be changed.

Scope of the Controls Evaluation

Our CEO/CFO evaluation of our Disclosure Controls and our Internal Controls included a review of the controls' objectives and design, the controls' implementation by us and the effect of the controls on the information generated for use in this quarterly report. In the course of the Controls Evaluation, we sought to identify data errors, controls problems or acts of fraud and to confirm that appropriate corrective action, including process improvements, were being undertaken. This type of evaluation will be done on a quarterly basis so that the conclusions concerning controls effectiveness can be reported in our Quarterly Reports on Form 10-QSB and Annual Report on Form 10-KSB.  The overall goals of these various evaluation activities are to monitor our Disclosure Controls and our Internal Controls and to make modifications as necessary; our intent in this regard is that the Disclosure Controls and the Internal Controls will be maintained as dynamic systems that change (including with improvements and corrections) as conditions warrant.

Among other matters, we sought in our evaluation to determine whether there were any "significant deficiencies" or "material weaknesses" in our Internal Controls, or whether we had identified any acts of fraud involving personnel who have a significant role in our Internal Controls. This information was important both for the Controls Evaluation generally and because items 5 and 6 in the Section 302 Certifications of the CEO and CFO require that the CEO and CFO disclose that information to our Board of Directors Audit Committee and to our independent auditors and to report on related matters in this section of the quarterly report. In the professional auditing literature, "significant deficiencies" are referred to as "reportable conditions"; these are control issues that could have a significant adverse effect on the ability to record, process, summarize and report financial data in the financial statements. A "material weakness" is defined in the auditing literature as a particularly serious reportable condition where the internal control does not reduce to a relatively low level the risk that misstatements caused by error or fraud may occur in amounts that would be material in relation to the financial statements and not be detected within a timely period by employees in the normal course of performing their assigned functions. We also sought to deal with other controls matters in the Controls Evaluation, and in each case if a problem was identified, we considered what revision, improvement and/or correction to make in accord with our on-going procedures. In accord with SEC requirements, our CEO and CFO note that, since the date of the Controls Evaluation to the date of this Quarterly Report, there have been no significant changes in Internal Controls or in other factors that could significantly affect Internal Controls, including any corrective actions with regard to significant deficiencies and material weaknesses.



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Conclusions

Based upon the Controls Evaluation, our CEO and CFO have concluded that, our disclosure controls are effective to ensure that material information relating to us and our subsidiary is made known to management, including our CEO and CFO, particularly during the period when our periodic reports are being prepared. Our internal controls are effective to provide reasonable assurance that our financial statements are fairly presented in conformity with generally accepted accounting principles.

PART II.

ITEM 6.     EXHIBITS

|(c) | Exhibit No. | Document                                                                                                                                                      
|--- | ----------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |             |                                                                                                                                                               
|    | 31.1        | Certification of Principal Executive Officer pursuant to Rule 13a-15(a) and Rule 15d-15(a), promulgated under the Securities Exchange Act of 1934, as amended 
|    |             |                                                                                                                                                               
|    | 31.2        | Certification of Principal Financial Officer pursuant to Rule 13a-15(a) and Rule 15d-15(a), promulgated under the Securities Exchange Act of 1934, as amended.
|    |             |                                                                                                                                                               
|    | 32.1        | Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act of 2002 (Chief Executive Officer)              
|    |             |                                                                                                                                                               
|    | 32.2        | Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act of 2002 (Chief Financial Officer)              

















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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 12th day of February, 2007.



| | FIRST AMERICAN SCIENTIFIC CORP.
(Registrant)                                                      
| | --------------------------------------------------------------------------------------------------
| |                                                                                                   
| | By: JOHN BRIAN NICHOLS                                                                            
| | John Brian Nichols, President, Principal Executive Officer and a member of the Board of Directors 
| |                                                                                                   
| | By: CALVIN L. KANTONEN                                                                            
| | Calvin L. Kantonen, Principal Financial Officer, Treasurer, and Chairman of the Board Of Directors























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