UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-Q




x
              QUARTERLY
      REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934FOR
      THE QUARTERLY PERIOD ENDED MARCH 31, 2009.ORo
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




Commission
file number 000-27094





FIRST
AMERICAN SCIENTIFIC CORP.


(Exact
name of registrant as specified in its charter)




NEVADA


(State
or other jurisdiction of incorporation or organization)




#201
– 30758 South Fraser Way


Abbotsford,
Columbia


Canada
V2T 6L4


(Address
of principal executive offices, including zip code.)




(604)
850-8959


(Registrant's
telephone number, including area code)




Check whether the issuer (1) filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 last 90
days. YES
x   NO
o




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,
“accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in
Rule 12b-2 of the Exchange Act.




Large
      Accelerated Filer
            o
            Accelerated
      Filer
            oNon-accelerated
      Filer
            o
            Smaller
      Reporting Company
            x




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).YES
o  NO
x




State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date: 199,952,195as of
April 29, 2009.




















PART
I – FINANCIAL INFORMATION




ITEM
      1.
            FINANCIAL
      STATEMENTS




Consolidated
      Balance Sheets
            F-1Consolidated
      Statements of Operations
            F-2Consolidated
      Statements of Cash Flows
            F-3Notes
      to Financial Statements
            F-4














































































-2-







FIRST AMERICAN SCIENTIFIC
      CORP.CONSOLIDATED
      BALANCE SHEETSMarch
      31,
                  
                  
                  June
      30,2009
                  
                  
                  2008ASSETS
                  
                  (unaudited)CURRENT
      ASSETSCash
                  $
                  32,717
                  
                  $
                  6,901Accounts
      receivable, net of allowance
                  
                  54,985
                  
                  
                  80,282Sales
      tax refunds
                  
                  2,912
                  
                  
                  23,552Prepaid
      expenses
                  
                  4,695
                  
                  
                  967Inventory
                  
                  12,950
                  
                  
                  28,942TOTAL
      CURRENT ASSETS
                  
                  108,259
                  
                  
                  140,644PROPERTY
      AND EQUIPMENTProperty
      and equipment
                  
                  218,798
                  
                  
                  236,383Less:
      accumulated depreciation
                  
                  (147,676)
                  
                  
                  (128,243)TOTAL
      PROPERTY AND EQUIPMENT
                  
                  71,122
                  
                  
                  108,140OTHER
      ASSETSTechnology
      rights and Patents,  net of amortization
                  
                  496,551
                  
                  
                  605,437Investments
      in joint ventures
                  
                  126,543
                  
                  
                  126,543TOTAL
      OTHER ASSETS
                  
                  623,094
                  
                  
                  731,980TOTAL
      ASSETS
                  $
                  802,475
                  
                  $
                  980,764LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESAccounts
      payable and accrued expenses
                  $
                  148,813
                  
                  $
                  163,987Current
      portion of wages payable - related parties
                  
                  300,000
                  
                  
                  300,000Deposits
      on Future Sales
                  
                  260,000
                  
                  
                  375,963TOTAL
      CURRENT LIABILITIES
                  
                  708,813
                  
                  
                  839,950LONG-TERM
      LIABILITIESWages
      payable to related parties
                  
                  675,000
                  
                  
                  450,000Loans  payable
      to related parties
                  
                  76,147
                  
                  
                  58,910TOTAL
      LONG-TERM LIABILITIES
                  
                  751,147
                  
                  
                  508,910COMMITMENTS
      AND CONTINGENCIES
                  
                  -
                  
                  $
                  -STOCKHOLDERS'
      EQUITY (DEFICIT)Common
      stock - $.001 par value,200,000,000
      shares authorized; 199,952,195 and199,852,195
      shares issued and outstanding, respectively
                  
                  199,952
                  
                  
                  199,852Additional
      paid-in capital
                  
                  13,255,636
                  
                  
                  13,252,736Accumulated
      deficit
                  
                  (14,086,016)
                  
                  
                  (13,780,613)Accumulated
      other comprehensive (gain) loss
                  
                  (27,058)
                  
                  
                  (40,072)TOTAL
      STOCKHOLDERS' EQUITY(DEFICIT)
                  
                  (657,485)
                  
                  
                  (368,096)TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT)
                  $
                  802,475
                  
                  $
                  980,764






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


F-1




-3-







FIRST
      AMERICAN SCIENTIFIC CORP.CONSOLIDATED
      STATEMENTS OF OPERATIONSAND
      COMPREHENSIVE INCOME (LOSS)Three
      months ended
                                              
                                              Nine
      months endedMarch
      31,
                                              
                                              March
      31,2009
                                              
                                              2008
                                              
                                              2009
                                              
                                              2008(unaudited)
                                              
                                              (unaudited)
                                              
                                              (unaudited)
                                              
                                              (unaudited)REVENUESRevenues
      from equipment and machine sales
                                              $
                                              245,000
                                              $
                                              334,133
                                              $
                                              477,000
                                              $
                                              766,023Royalties
                                              
                                              27,000
                                              
                                              -
                                              
                                              27,000
                                              
                                              -Expenses
      recovered
                                              
                                              7,014
                                              
                                              7,743
                                              
                                              7,726
                                              
                                              19,044Total
      Revenue
                                              
                                              279,014
                                              
                                              341,876
                                              
                                              511,726
                                              
                                              785,067COST
      OF SALES
                                              
                                              131,476
                                              
                                              160,021
                                              
                                              236,166
                                              
                                              425,584GROSS
      PROFIT
                                              
                                              147,538
                                              
                                              181,855
                                              
                                              275,560
                                              
                                              359,483OPERATING
      EXPENSESAmortization
      and depreciation
                                              
                                              46,259
                                              
                                              45,905
                                              
                                              141,045
                                              
                                              132,944Bad
      debt
                                              
                                              320
                                              
                                              -
                                              
                                              2,374
                                              
                                              -Consulting
                                              
                                              -
                                              
                                              1,242
                                              
                                              -
                                              
                                              31,910Commissions
                                              
                                              -
                                              
                                              912
                                              
                                              -
                                              
                                              23,445Marketing
                                              
                                              4,170
                                              
                                              28,889
                                              
                                              46,228
                                              
                                              42,727Professional
      services
                                              
                                              9,692
                                              
                                              31,591
                                              
                                              46,613
                                              
                                              93,807Salaries
      and wages
                                              
                                              91,339
                                              
                                              88,376
                                              
                                              279,806
                                              
                                              260,071Research
      and development
                                              
                                              2,894
                                              
                                              180
                                              
                                              25,885
                                              
                                              4,628Rent
                                              
                                              3,373
                                              
                                              7,541
                                              
                                              9,021
                                              
                                              22,281General
      and administration
                                              
                                              10,741
                                              
                                              30,895
                                              
                                              35,493
                                              
                                              84,566Total
      Operating Expenses
                                              
                                              168,788
                                              
                                              235,531
                                              
                                              586,465
                                              
                                              696,379LOSS
      FROM OPERATIONS
                                              $
                                              (21,250)
                                              $
                                              (53,676)
                                              $
                                              (310,905)
                                              $
                                              (336,896)OTHER
      INCOME (EXPENSE)Settlement
      of trade payable
                                              
                                              -
                                              
                                              -
                                              
                                              5,500
                                              
                                              -Interest
                                              
                                              -
                                              
                                              -
                                              
                                              -
                                              
                                              5Total
      Other Income (Expense)
                                              
                                              -
                                              
                                              -
                                              
                                              5,500
                                              
                                              5LOSS
      BEFORE INCOME TAXES
                                              
                                              (21,250)
                                              
                                              (53,676)
                                              
                                              (305,405)
                                              
                                              (336,891)INCOME
      TAXES
                                              
                                              -
                                              
                                              -
                                              
                                              -
                                              
                                              -NET
      LOSS
                                              
                                              (21,250)
                                              
                                              (53,676)
                                              
                                              (305,405)
                                              
                                              (336,891)OTHER
      COMPREHENSIVE INCOME (LOSS)Foreign
      Exchange Comprehensive Income (loss)
                                              
                                              3,620
                                              
                                              -
                                              
                                              13,046
                                              
                                              -COMPREHENSIVE
      NET LOSS
                                              $
                                              (17,630)
                                              $
                                              (53,676)
                                              $
                                              (292,359)
                                              $
                                              (336,891)NET
      LOSS PER COMMON SHARE,BASIC
      AND DILUTED
                                              $
                                              nil
                                              $
                                              nil
                                              $
                                              nil
                                              $
                                              nilWEIGHTED
      AVERAGE NUMBER OFCOMMON
      SHARES OUTSTANDING,BASIC
      AND DILUTED
                                              
                                              199,952,195
                                              
                                              197,768,955
                                              
                                              199,902,195
                                              
                                              197,393,955




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


F-2




-4-









FIRST
      AMERICAN SCIENTIFIC CORP.CONSOLIDATED
      STATEMENTS OF CASH FLOWSNine
      months endedMarch
      312009
              
              2008(unaudited)
              
              (unaudited)CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
              $
              (292,359)
              $
              (336,891)Depreciation
      and amortization
              
              141,045
              
              132,944Stock
      and options issued for services and compensation
              
              3,000
              
              45,333Salary
      accrued as long term liabilitiesAdjustments
      to reconcile net loss to net cashused
      by operations:Decrease
      (increase) in accounts receivable
              
              25,297
              
              (65,242)Decrease
      (increase) in sales tax refunds
              
              20,640
              
              1,011Decrease
      (increase) in inventory
              
              15,992
              
              175,827Decrease
      (increase) in prepaid expenses
              
              (3,727)
              
              -Increase
      (decrease)  in customer deposits held
              
              (115,963)
              
              115,103Increase
      (decrease)  in accounts payable & accrued
      expenses
              
              (11,970)
              
              (27,370)Increase
      (decrease)  in salaries payable to related
    parties
              
              225,000
              
              -Net
      cash provided (used) by operating activities
              $
              6,955
              $
              40,715CASH
      FLOWS FROM INVESTING ACTIVITIESDisposal
      (purchase) of equipment
              
              17,585
              
              (91,919)Net
      cash provided (used) in investing activities
              $
              17,585
              $
              (91,919)CASH
      FLOWS FROM FINANCING ACTIVITIESSettlement
      of debt
              
              5,500
              
              -Proceeds(repayments)
      related party loans
              
              (17,237)
              
              34,151Net
      cash used by financing activities
              $
              (11,737)
              $
              34,151NET
      INCREASE (DECREASE) IN CASH
              
              12,803
              
              (17,053)Other
      comprehensive gain (loss) - foreign currency translation
              
              13,013
              
              (11,118)CASH
      - Beginning of period
              
              6,901
              
              58,320CASH
      - End of period
              $
              32,717
              $
              30,149SUPPLEMENTAL
      CASH FLOW DISCLOSURES:Interest
      expense
              $
              -
              $
              -Income
      taxes
              $
              -
              $
              -






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


F-3




-5-





FIRST
AMERICAN SCIENTIFIC CORP.


Condensed
Notes to Consolidated Financial Statements


March
31, 2009






NOTE
1 – BASIS OF PRESENTATION




First
American Scientific Corp. (hereinafter “the Company” or “FASC”) was incorporated
in April 1995 under the laws of the State of Nevada primarily for the purpose of
manufacturing and operating equipment referred to as the KDS Micronex System.
This patented process has the capability of reducing industrial material such as
limestone, gypsum, zeolite, wood chips, bio-waste, rubber and ore containing
precious metals to a fine talcum-like powder. The process can significantly
increase the end value of the host material. The Company maintains an office in
Delta, British Columbia, Canada and a demonstration and sales site in
Abbotsford, British Columbia, Canada. The Company’s year-end is June
30th.




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-Q and Regulation S-K 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 financial statements and notes thereto included in
the Company’s annual report on Form 10K for the year ended June 30, 2008 which
was filed with the SEC on November 4, 2008.   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 nine month period ended March 31, 2009 are not necessarily
indicative of the results that may be expected for the year ending June 30,
2009.




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.


F-4




-6-





FIRST
AMERICAN SCIENTIFIC CORP.


Condensed
Notes to Consolidated Financial Statements


March
31, 2009






Use of
Estimates


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




Fair Value
of Financial Instruments




SFAS No.
157, Fair Value Measurements ("SFAS 157"), defines fair value, establishes a
framework for measuring fair value in accordance with generally accepted
accounting principles, and expands disclosures about fair value measurements.
SFAS 157 establishes a three-tier fair value hierarchy which prioritizes the
inputs used in measuring fair value as follows:




Level 1.
Observable inputs such as quoted prices in active markets;




Level 2.
Inputs, other than the quoted prices in active markets, that are observable
either directly or indirectly; and




Level 3.
Unobservable inputs in which there is little or no market data, which require
the reporting entity to develop its own assumptions.




The
Company does not have any assets or liabilities measured at fair value on a
recurring basis at March 31, 2009.  The Company did not have any fair
value adjustments for assets and liabilities measured at fair value on a
nonrecurring basis during the nine months ended March 31, 2009.




Going
Concern


The
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.




As shown
in the accompanying financial statements, the Company has incurred an
accumulated deficit of $14,086,016throughMarch
31, 2009, has limited cash resources and generated a net loss for the quarter of
$21,250.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.  Additionally, management plans
include seeking new capital from new equity securities offerings which may, 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.




F-5


-7-





FIRST
AMERICAN SCIENTIFIC CORP.


Condensed
Notes to Consolidated Financial Statements


March
31, 2009




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.




Impairment
of Long-Lived Assets


In
October 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 144, “Accounting for the Impairment or
Disposal of Long-Lived Assets” (hereinafter “SFAS No. 144”).  SFAS No.
144 replaces SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed of.”  This standard
establishes a single accounting model for long-lived assets to be disposed of by
sale, including discontinued operations.  SFAS No. 144 requires that
these long-lived assets be measured at the lower of carrying amount or fair
value less cost to sell, whether reported in continuing operations or
discontinued operations.  This statement is effective beginning for
fiscal years after December 15, 2001.




In
complying with this standard, the Company reviews its long-lived assets annually
to determine if any events or changes in circumstances have transpired which
indicate that the carrying value of its assets may not be
recoverable.  The Company determines impairment by comparing the
present value of future cash flows estimated to be generated by its assets to
their respective carrying amounts. As of March 31, 2009, no impairments were
deemed necessary.




Principles
of Consolidation


The
consolidated financial statements include the accounts of the Company and its
wholly owned subsidiary First American Scientific (Canada) Ltd. All significant
inter-company transactions and balances have been eliminated in
consolidation.




In the
year ended June 30, 2008 the Company changed its method of accounting for its
investment in the Malaysian joint venture to the equity method. Consequently,
the carrying value of the asset has been reduced by its share of the accumulated
losses incurred to date. This value will be updated annually.




Revenue and
Cost Recognition


Revenues
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 shipped.  Revenue from license fees and royalties
are recorded when they are received.




During
the three months ended March 31, 2009, the Company recorded revenue of
$279,014.




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.




Reclassifications


Certain
prior year amounts in the accompanying financial statements have been
reclassified to conform to the fiscal 2009 presentation.


F-6


-8-





FIRST
AMERICAN SCIENTIFIC CORP.


Condensed
Notes to Consolidated Financial Statements


March
31, 2009




Recent
Accounting Pronouncements


In May
2008, FASB issued FASB Staff Position (“FSP”) APB 14-1, “Accounting for
Convertible Debt Instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlement)” (“FSP APB 14-1”). FSP APB 14-1 clarifies
that convertible debt instruments that may be settled in cash upon either
mandatory or optional conversion (including partial cash settlement) are not
addressed by paragraph 12 of APB Opinion No.14, “Accounting for Convertible Debt
and Debt issued with Stock Purchase Warrants.” Additionally, FSP APB 14-1
specifies that issuers of such instruments should separately account for the
liability and equity components in a manner that will reflect the entity’s
nonconvertible debt borrowing rate when interest cost is recognized in
subsequent periods. FSP APB 14-1 is effective for financial statements issued
for fiscal years beginning after December 15, 2008, and interim periods within
those fiscal years. The Company will adopt FSP APB 14-1 beginning in the first
quarter of 2009, and this standard must be applied on a retrospective basis. The
Company is evaluating the impact the adoption of FSP APB 14-1 will have on its
consolidated financial position and results of operations.




In May
2008, FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting
Principles, which will provide framework for selecting accounting principles to
be used in preparing financial statements that are presented in conformity with
U.S. generally accepted accounting principles (GAAP) for nongovernmental
entities. With the issuance of SFAS No. 162, the GAAP hierarchy for
nongovernmental entities will move from auditing literature to accounting
literature. The Company does not expect SFAS 162 to have a material impact on
the preparation of its consolidated financial statements.




In March
2008, the FASB issued Statement of Financial Accounting Standards No. 161 (SFAS
161), Disclosures about Derivative Instruments and Hedging Activities an
amendment of FASB Statement No. 133, which requires enhanced disclosures about
an entity's derivative and hedging activities and improves the transparency of
financial reporting. This Statement is effective for financial statements issued
for fiscal years and interim periods beginning after November 15, 2008, with
early application encouraged. This Statement encourages, but does not require,
comparative disclosures for earlier periods at initial
adoption.  Management has not determined the effect that adopting this
statement would have on the Company’s financial condition or results of
operation.




NOTE
3 – COMMON STOCK




During
the nine months ended March 31, 2009, the Company did not issue any shares of
common stock of the Company.




NOTE
4 – STOCK OPTIONS




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.


No
unexercised options were outstanding on March 31, 2009 and no new options were
granted during the three months ended March 31, 2009.




NOTE
5 – RELATED PARTIES




At
December 31, 2008, the Company owed its senior executives and its directors a
total of $975,000 for unpaid accrued salary and $95,576.15 for short term loans
made to the Company.




F-7


-9-





ITEM
      2.
            MANAGEMENT'S
      DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION.




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, Mexico, Norway and the
UK.




On March
31, 2009 we had current assets of $108,259 and current liabilities of $708,813
compared to the previous year on March 31, 2008 when we had $362,511 in current
assets and $862,482 in current liabilities. Our working capital ratio on March
31, 2009 was still negative. The Company has no long term debt other than
amounts due to its Officers and Directors. The continuing decline in working
capital is straining the Company’s ability to progress.  We are
currently talking to several different groups of private investors who have
expressed interest to help raise capital.




Accounting
issues




Management
believes that the carrying value of its technology licenses, patents and
manufacturing rights are fairly stated at cost less amortization based upon the
estimated present value of cash flows and the Company’s projections to sell at
least two machines each year through 2009.  The Company exceeded this
target in fiscal years 2007 and 2008 and based on existing sales, has already
exceeded that target for fiscal year 2009.  Revenue is recognized when
the equipment is delivered.




The
Company requires its customers to pay a 50% deposit on all orders prior to the
commencement of fabrication. These monies are reported as a current liability
until the equipment is delivered at which time it is recognized as revenue.
Generally, deposits received are non-refundable. As of March 31, 2009, the
Company held deposits on one machine.




As shown
in the accompanying financial statements, we have incurred significant losses
since inception.  The future of our Company is dependent upon our
ability to obtain sufficient financing and upon achieving future profitable
operations.  These factors, among others, raise substantial doubt
about our Company’s ability to continue as a going concern.  Our
auditors have issued a going concern report because we do not have sufficient
cash flow to maintain our operation for the next year.  Management
will have to seek additional capital from new equity securities offerings,
loans, or other sources to maintain operations.  The accompanying
interim consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty.




In the
year ended June 30, 2008 the Company changed its method of accounting for its
investment in the Malaysian joint venture to the equity method. Consequently,
the carrying value of the asset has been reduced by its share of the accumulated
losses incurred to date. This value will be updated annually.




-10-





As of
December 31, 2008 there were 199,952,195 shares of our common stock issued and
outstanding.




Results of
Operations – Quarter ending  March 31, 2009




Revenue
from equipment sales for the quarter ending March 31, 2009 was $279,014 and for
March 31, 2008 was $431,890.  This quarter we received net royalties
from two sales made by our licensee in Japan totaling $27,000. Net losses for
the quarter were $21,250 compared to a loss of $91,281 for the same period last
year. The Company’s auditors have issued a going concern report meaning we will
need to increase sales or raise outside capital in order to continue in
existence.




The
company anticipates future revenue to come from equipment sales, as well as its
share in future profits from joint ventures, and from royalties and license
fees. With the current orders in process, we anticipate recognizing one sale
next quarter.Sales
are recorded when the equipment is delivered as per our revenue recognition
policy.




PROJECT
UPDATE




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 licensing agreement, FASC will receive a royalty for each machine sold
in Japan. Marketing efforts are now producing results, and two machines w*ere
sold this quarter in Japan.




Korea
-  License Agreement




The
license agreement with JNK Heaters Co. Ltd. was cancelled in April 2008 due to
non-performance. We have completed negotiations with a new group who are now
performing their due diligence. The agreements and documents are now being
formalized, but have not yet been finalized.




Malaysia -
FASCM  Joint Venture & License
Agreement




On July
8, 2004, the Company granted an exclusive license for 21 years to First American
Scientific 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.  An order
for two machines has been received with expected delivery next
quarter.




Mexico




In June
2007 we signed an exclusive marketing agreement with a group in
Mexico.  One condition was that they purchase a demonstration machine
(at wholesale price) and adapt it to the local market and
conditions.  The machine has been delivered, paid for and is
operational.  The initial runs have all been successful, and the
customer is now developing a unique food product which it advises it will launch
later this year.


-11-





Brazil




In
November 2008, we signed a letter of Agreement in Principle with a new Brazilian
group to manufacture and distribute the KDS system in Brazil.  Formal
discussions are still underway. One machine has been fabricated in Brazil and
ready for delivery next quarter.




Eastern
states, USA




In
October 2008 we signed an agreement to sell one KDS machine and grant
conditional marketing rights for the KDS technology to a customer located on the
East Coast of the USA.  The sale was completed this quarter and the
equipment is expected to be commissioned next 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 Treatment 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 world 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. After
making many modifications, we have reached the Phase I goal of “proof of
concept” as reported by Dayton & Knight P.Eng.’s the City’s project
engineers.




Phase II is underway
at our Abbotsford site where some design changes and modifications are being
made to handle the much wetter municipal sewage sludge. Results will be
announced as they materialize.




Continuing
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. A fully equipped demonstration facility is set up in Abbotsford,
Canada, to perfect the sludge application and improve the KDS machine drying
capabilities. Progress will be announced as it
materializes.  Presently, due to cash flow limitations, new research
is moving ahead slowly as funds become available.




Inflation




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




Foreign
Operations




We rent
office space in Delta, British Columbia, and our demonstration facility is
nearby in Abbotsford, British Columbia.




-12-





Foreign
exchange exposure:




The
Company uses the US dollar as its primary currency and records all international
contacts in US dollars, except for sales to Canadian customers which are
recorded in Canadian dollars.




The
majority of our operational expenses, including fabrication costs, are incurred
in Canadian dollars.  Recent strengthening of the US dollar vs. the
Canadian has given us a foreign exchange gain on our Canadian dollar liabilities
and a loss on our Canadian assets. The reverse would be true if the US dollar
was to weaken against the Canadian dollar as was the case in recent
history.




We
attempt to, whenever practical, meet our Canadian obligations with our Canadian
dollars, and meet our US obligations with our US dollars which we hold in
separate accounts. This minimizes our exposure to currency fluctuations as much
as possible.




Trends




Sales efforts are
beginning to bring results with two sales expected to be booked next quarter and
a third later this year. Based upon recent sales and current prospects, we
anticipate revenue for the fiscal year ending June 30, 2009 to be in a range of
$800,000 to $1,250,000.




Critical
Accounting Policies




Impairment
of Long-Lived Assets




In
October 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 144, “Accounting for the Impairment or
Disposal of Long-Lived Assets” (hereinafter “SFAS No. 144”).  SFAS No.
144 replaces SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed of.”  This standard
establishes a single accounting model for long-lived assets to be disposed of by
sale, including discontinued operations.  SFAS No. 144 requires that
these long-lived assets be measured at the lower of carrying amount or fair
value less cost to sell, whether reported in continuing operations or
discontinued operations.  This statement is effective beginning for
fiscal years after December 15, 2001.




In
complying with this standard, the Company reviews its long-lived assets annually
to determine if any events or changes in circumstances have transpired which
indicate that the carrying value of its assets may not be
recoverable.  The Company determines impairment by comparing the
present value of future cash flows estimated to be generated by its assets to
their respective carrying amounts. As of March 31, 2009, no impairments were
deemed necessary.




Revenue and
Cost Recognition




Revenues
from the sale of KDS machines are recognized when there is a sales contract, all
terms of the contract have been completed, collectability is reasonably assured
and the products are shipped.  During the three months ended March 31,
2009, the Company recorded one sale.




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.




-13-





Principles
of Consolidation




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




FASC
consolidates its financial statements with First American Scientific (Canada)
Ltd as it is wholly owned and controlled by FASC.




In the
year ended June 30, 2008 the Company changed its method of accounting for its
investment in the Malaysian joint venture to the equity method. Consequently,
the carrying value of the asset has been reduced by its share of the accumulated
losses incurred to date. This value will be updated annually.




ITEM
      3.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK.




We are a smaller reporting company as defined by Rule
12b-2 of the Securities Exchange Act of 1934 and are not required to provide the
information under this item.




ITEM
4.         CONTROLS AND
PROCEDURES. Quarterly
evaluation of our disclosure controls and internal
controls




(a)
Disclosure Controls and Procedures.




In
connection with the preparation of this Form 10-Q, an evaluation was carried out
by the Company’s management, with the participation of the Company’s Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934 (Exchange Act)). Disclosure
controls and procedures are designed to ensure that information required to be
disclosed in reports filed or submitted under the Exchange Act is recorded,
processed, summarized, and reported within the time periods specified in SEC
rules and forms and that such information is accumulated and communicated to
management, including the Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosures. Based on such
evaluation, and in light of the previously identified material weakness in
internal control over financial reporting, as of March 31, 2009, relating to the
lack of appropriate accounting policies and related procedures described in the
Company’s annual report on Form 10-K for the fiscal year ended June 30, 2008,
the Company’s Chief Executive Officer and Chief Financial Officer concluded
that, as of March 31, 2009, the Company’s disclosure controls and procedures
were ineffective.




(b)
Changes to Internal Control Over Financial Reporting.




There
have been no changes in the Company’s internal control over financial reporting
(as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that
occurred during the quarter ended March 31, 2009, that have materially affected,
or are reasonably likely to materially affect, the Company’s internal control
over financial reporting.






-14-







PART
II. OTHER INFORMATION




ITEM
      1A.
            RISK
      FACTORS




We are a smaller
reporting company as defined by Rule 12b-2 of the Securities Exchange Act of
1934 and are not required to provide the information under this
item.




ITEM
      6.
            EXHIBITS.




The following
documents are included herein:




Exhibit
      No.
            Document
      Description31.1
            Certification
      of Principal Executive Officer pursuant Section 302 of the Sarbanes-Oxley
      Act of 2002.31.2
            Certification
      of Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley
      Act of 2002.32.1
            Certification
      of Chief Executive Officer pursuant Section 906 of the Sarbanes-Oxley Act
      of 2002.32.2
            Certification
      of Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act
      of 2002.




















































-15-





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
11th
day of May, 2009.




FIRST
      AMERICAN SCIENTIFIC CORP.(Registrant)BY:
                JOHN BRIAN
      NICHOLSJohn
      Brian Nichols, President, Principal Executive Officer and a member of the
      Board of DirectorsBY:
                CALVIN L.
      KANTONENCalvin
      L. Kantonen, Principal Financial Officer, Treasurer, and Chairman of the
      Board Of Directors




































































-16-







EXHIBIT
INDEX






Exhibit
      No.
            Document
      Description31.1
            Certification
      of Principal Executive Officer pursuant Section 302 of the Sarbanes-Oxley
      Act of 2002.31.2
            Certification
      of Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley
      Act of 2002.32.1
            Certification
      of Chief Executive Officer pursuant Section 906 of the Sarbanes-Oxley Act
      of 2002.32.2
            Certification
      of Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act
      of 2002.






































































-17-