UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-Q

[X]
     QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2008.OR[  ]
     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934


Commission file number 000-27094FIRST AMERICAN SCIENTIFIC CORP.(Exact name of registrant as specified in its charter)

NEVADA(State or other jurisdiction of incorporation or organization)100 Park Royal SouthSuite 811Vancouver, British ColumbiaCanada V7T 1A2(Address of principal executive offices, including zip code.)

(604) 913-9035(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 [  ]

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
     [  ]
     Accelerated filer
     [  ]Non-accelerated filer
     [  ]
     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 [  ]     NO [X]

State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date:198,643,955 as of May 19, 2008.

****

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PART I  FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

Balance Sheets
     F-1Statements of Expenses
     F-2Statements of Cash Flows
     F-3Statement of Stockholders' Equity
     F-4Notes to Financial Statements
     F-5
































-2-

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FIRST AMERICAN SCIENTIFIC CORP.CONSOLIDATED BALANCE SHEETSMarch 31,
     
     
     June 30,2008
     
     
     2007ASSETS
     
     (Unaudited)CURRENT ASSETSCash
     $
     30,149
     
     $
     58,321Accounts receivable, net of allowance
     
     84,294
     
     
     19,053Sales tax refunds
     
     23,210
     
     
     24,222Prepaid expenses
     
     1,084
     
     
     399Inventory
     
     0
     
     
     175,826TOTAL CURRENT ASSETS
     
     138,738
     
     
     277,821PROPERTY AND EQUIPMENTProperty and equipment
     
     240,191
     
     
     148,271Less: accumulated depreciation
     
     (113,006
     )
     
     (88,948
     )TOTAL PROPERTY AND EQUIPMENT
     
     127,185
     
     
     59,323OTHER ASSETSTechnology rights, net of amortization
     
     549,492
     
     
     644,742Patents and manufacturing rights, net of amortization
     
     92,240
     
     
     105,877Investments in joint ventures
     
     263,158
     
     
     263,158TOTAL OTHER ASSETS
     
     904,891
     
     
     1,013,777TOTAL ASSETS
     $
     1,170,813
     
     $
     1,350,921LIABILITIES AND STOCKHOLDERS' EQUITYCURRENT LIABILITIESAccounts payable and accrued expenses
     $
     201,994
     
     $
     485,628Deposits on future sales
     
     372,052TOTAL CURRENT LIABILITIES
     
     574,046
     
     
     485,628LONG-TERM LIABILITIESNotes and wages payable to related parties
     
     748,141
     
     
     713,990TOTAL LONG-TERM LIABILITIES
     
     748,141
     
     
     713,990COMMITMENTS AND CONTINGENCIES
     
     -
     
     
     -STOCKHOLDERS' EQUITYCommon stock - $.001 par value,200,000,000 shares authorized; 198,643,955 and181,443,955 shares issued and outstanding, respectively
     
     198,644
     
     
     196,144Stock options
     
     287,291
     
     
     287,291Additional paid-in capital
     
     12,944,838
     
     
     12,902,005Accumulated deficit
     
     (13,554,603
     )
     
     (13,217,713
     )Accumulated other comprehensive (gain) loss
     
     (27,543
     )
     
     (16,425
     )TOTAL STOCKHOLDERS' EQUITY
     
     (151,374
     )
     
     151,303TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
     $
     1,170,813
     
     $
     1,350,921




The accompanying notes are an integral part of these financial statements.F-1

-3-

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FIRST AMERICAN SCIENTIFIC CORP.CONSOLIDATED STATEMENTS OF OPERATIONSAND COMPREHENSIVE INCOME (LOSS)Three Months ended
     
     Nine Months endedMarch 31,
     
     March 31,2008
     
     2007
     
     2008
     
     
     2007(Unaudited)
     
     (Unaudited)
     
     (Unaudited)
     
     
     (Unaudited)REVENUESRevenues from equipment and machine sales
     $
     334,133
     $
     -
     $
     766,023
     
     $
     193,654Royalty & Licensing fee
     
     -
     
     -
     
     -
     
     
     56,000Total Revenue
     
     334,133
     
     -
     
     766,023
     
     
     249,654COST OF SALES
     
     160,021
     
     -
     
     425,584
     
     
     99,027GROSS PROFIT
     
     174,112
     
     -
     
     340,439
     
     
     150,627OPERATING EXPENSESAdvertising
     
     28,806
     
     -
     
     28,806
     
     
     25,617Amortization and depreciation
     
     45,905
     
     41,709
     
     132,944
     
     
     125,836Consulting
     
     1,242
     
     17,094
     
     31,910
     
     
     17,094Marketing
     
     83
     
     1,049
     
     13,921
     
     
     11,031Professional services
     
     31,591
     
     15,522
     
     93,807
     
     
     88,632Salaries and Wages
     
     88,376
     
     108,157
     
     260,071
     
     
     352,002Commissions
     
     912
     
     -
     
     23,445
     
     
     43,065Research and development
     
     180
     
     4,384
     
     4,628
     
     
     15,841General and administration
     
     30,895
     
     44,238
     
     84,566
     
     
     160,590Bad debt expense
     
     -
     
     -
     
     -
     
     
     900Rent
     
     7,541
     
     7,289
     
     22,281
     
     
     21,868Total Operating Expenses
     
     235,531
     
     239,443
     
     696,379
     
     
     862,475LOSS FROM OPERATIONS
     
     (61,419
     )
     (239,443
     )
     (355,940
     )
     
     (711,848
     )OTHER INCOME (EXPENSE)Expenses recovered
     
     7,743
     
     13,372
     
     19,049
     
     
     27,256Total Other Income (Expense)
     
     7,743
     
     13,372
     
     19,049
     
     
     27,256LOSS BEFORE INCOME TAXES
     
     (53,676
     )
     (226,071
     )
     (336,891
     )
     
     (684,592
     )INCOME TAXES
     
     -
     
     -
     
     -
     
     
     -NET LOSS
     
     (53,676
     )
     (226,071
     )
     (336,891
     )
     
     (684,592
     )OTHER COMPREHENSIVE INCOME (LOSS)Foreign Exchange Comprehensive Income
     
     
     
     -
     
     
     
     
     (959
     )COMPREHENSIVE NET LOSS
     $
     (53,676
     )   $
     (226,071
     )   $
     (336,891
     )
     $
     (685,551
     )NET LOSS PER COMMON SHARE,BASIC AND DILUTED
     $
     nil
     $
     nil
     $
     nil
     
     $
     nilWEIGHTED AVERAGE NUMBER OFCOMMON SHARES OUTSTANDING,BASIC AND DILUTED
     
     197,768,955
     
     193,793,955
     
     197,393,955
     
     
     192,407,844


The accompanying notes are an integral part of these financial statements.F-2-4-

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FIRST AMERICAN SCIENTIFIC CORP.CONSOLIDATED STATEMENTS OF CASH FLOWSNine Months endedMarch 31,2008
     
     
     2007(Unaudited)
     
     
     (Unaudited)CASH FLOWS FROM OPERATING ACTIVITIESNet loss
     $
     (336,891
     )
     $
     (684,592
     )Depreciation and amortization
     
     132,944
     
     
     125,836Bad debt expense
     
     -
     
     
     900Stock and options issued for services and compensation
     
     -
     
     
     75,000Stock issued for advertising
     
     13,500
     
     
     25,500Stock issued for services and consulting
     
     13,500
     
     
     31,914Stock issued for rent
     
     18,333
     
     
     10,500Adjustments to reconcile net loss to net cash used by operations:Increase in Accounts receivable
     
     (65,242
     )
     
     333,233Decrease in Sales tax refunds
     
     1,011
     
     
     (5,245
     )Decrease in inventory
     
     175,827
     
     
     (108,231
     )Decrease in deposits and prepaid expenses
     
     115,103
     
     
     (3
     )Decrease in Accounts payable and accrued expenses
     
     (27,370
     )
     
     13,763Increase in indebtedness to bank
     
     
     
     
     267Increase in payable to related parties
     
     
     
     
     136,598Net cash provided (used) by operating activities
     
     40,715
     
     
     (44,560
     )CASH FLOWS FROM INVESTING ACTIVITIESPurchase of equipment
     
     (91,919
     )Net cash used in investing activities
     
     (91,919
     )
     
     -CASH FLOWS FROM FINANCING ACTIVITIESNet proceeds from borrowing, related parties
     
     34,151
     
     
     41,984Net cash used by financing activities
     
     34,151
     
     
     41,984NET INCREASE (DECREASE) IN CASH
     
     (17,053
     )
     
     (2,576
     )Other comprehensive gain (loss) - foreign currency translation
     
     (11,118
     )
     
     (1,859
     )CASH - Beginning of period
     
     58,320
     
     
     4,435CASH - End of period
     $
     30,149
     
     $
     -SUPPLEMENTAL CASH FLOW DISCLOSURES:Interest expense
     $
     -
     
     $
     -Income taxes
     $
     -
     
     $
     -


The accompanying notes are an integral part of these financial statements.F-3-5-

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FIRST AMERICAN SCIENTIFIC CORP.CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITYMarch 31, 2008AccumulatedAdditional
     
     
     
     
     
     Other
     
     TotalCommon Stock
     
     Paid-in
     
     Stock
     
     Accumulated
     
     Comprehensive
     
     Stockholders'Shares
     
     Amount
     
     Capital
     
     Options
     
     Deficit
     
     Income (Loss)
     
     EquityBalance, June 30, 2005
     181,443,955
     $
     181,444
     $
     12,412,161
     $
     254,291
     $
     (11,506,829
     )  $
     (8,843
     )  $
     1,332,224Common stock issued for legal services at $0.034 per share
     150,000
     
     150
     
     4,184
     
     
     
     -
     
     -
     
     4,334Common stock issued for Travel expenses at $0.024 per share
     275,000
     
     275
     
     6,325
     
     
     
     -
     
     -
     
     6,600Common stock issued for Travel expenses at $0.034 per share
     465,000
     
     465
     
     15,345
     
     
     
     -
     
     -
     
     15,810Common stock issued and options exercised as compensation@ $0.04 per share
     1,875,000
     
     1,875
     
     73,125
     
     
     
     -
     
     -
     
     75,000Foreign currency translation loss
     -
     
     -
     
     -
     
     
     
     -
     
     1,053
     
     1,053Net Income for the period ended September 30, 2005
     -
     
     -
     
     -
     
     
     
     (117,069
     )
     -
     
     (117,069
     )Balance, September 30, 2005 (unaudited)
     184,208,955
     $
     184,209
     $
     12,511,140
     $
     254,291
     $
     (11,623,898
     )  $
     (7,790
     )  $
     1,317,952Common stock issued for Professional Fees @ $0.034 per share
     250,000
     
     250
     
     8,250
     
     
     
     
     
     
     
     8,500Common stock issued for repayment of loan @ $0.034 per share
     650,000
     
     650
     
     21,450
     
     
     
     
     
     
     
     22,100Common stock issued and options exercised as compensation@ $0.04 per share
     3,750,000
     
     3,750
     
     146,250
     
     
     
     
     
     
     
     150,000Common stock issued for rent expense & prepaid rent @ $0.04
     550,000
     
     550
     
     21,450
     
     
     
     
     
     
     
     22,000Foreign currency translation loss
     -
     
     -
     
     -
     
     
     
     -
     
     (13,207
     )
     (13,207
     )Net Income for the period ended December 31, 2005
     -
     
     -
     
     -
     
     
     
     (143,036
     )
     -
     
     (143,036
     )Balance, December 31, 2005 (unaudited)
     184,408,955
     $
     189,409
     $
     12,708,540
     $
     254,291
     $
     (11,766,934
     )  $
     (20,997
     )  $
     1,364,309Common stock issued for Professional Fees @ $0.034 per share
     300,000
     
     300
     
     9,900
     
     
     
     
     
     
     
     10,200Foreign currency translation loss
     
     
     
     
     
     
     
     
     
     
     (3,155
     )
     (3,155
     )Net Income for the period ended March 31, 2006
     
     
     
     
     
     
     
     
     (105,682
     )
     
     
     (105,682
     )Balance, March 31, 2006 (unaudited)
     189,708,955
     $
     189,709
     $
     12,718,440
     $
     254,291
     $
     (11,872,616
     )  $
     (24,152
     )  $
     1,265,672Common stock issued for Professional Fees @ $0.06 per share
     135,000
     
     135
     
     7,965
     
     
     
     
     
     
     
     8,100Record stock option expense
     
     
     
     
     
     
     33,000
     
     
     
     
     
     33,000Foreign currency translation loss
     
     
     
     
     
     
     
     
     
     
     471
     
     471Net Income for the period ended June 30, 2006
     
     
     
     
     
     
     
     
     (258,129
     )
     
     
     (258,129
     )Balance, June 30, 2006 (unaudited)
     189,843,955
     $
     189,844
     $
     12,726,405
     $
     287,291
     $
     (12,130,745
     )  $
     (23,681
     )  $
     1,049,114Common stock issued for Accounting: 1,000,000 shares @ $0.13737
     1,354,000
     
     1,354
     
     24,758
     
     
     
     
     
     
     
     26,112354,000 shares @ $0.035Common stock issued for Advertising: 750,000 shares @ $0.034
     750,000
     
     750
     
     24,750
     
     
     
     
     
     
     
     25,500Common stock issued for Consulting: 850,000 shares @ $0.015
     1,350,000
     
     1,350
     
     23,900
     
     
     
     
     
     
     
     25,250500,000 shares @ $0.025Common stock issued for Legal Fees: 500,000 shares @ $0.032
     500,000
     
     500
     
     13,038
     
     
     
     
     
     
     
     13,538Common stock issued for Rent: 471,000 shares @ $0.035
     471,000
     
     471
     
     16,029
     
     
     
     
     
     
     
     16,500Common stock issued for Salaries: 1,875,000 shares @ $0.004
     1,875,000
     
     1,875
     
     73,125
     
     
     
     
     
     
     
     75,000Foreign currency translation gain
     
     
     
     
     
     
     
     
     
     
     7,255
     
     7,255Net Income for the period ended June 30, 2007
     
     
     
     
     
     
     
     
     (1,086,968
     )
     
     
     (1,086,968
     )Balance, June 30, 2007 (unaudited)
     196,143,955
     
     196,144
     $
     12,902,005
     $
     287,291
     $
     (13,217,713
     )  $
     (16,426
     )  $
     151,301Common stock issued for Marketing 750,000 shares @ $0.0180
     750,000
     
     750
     
     12,750
     
     
     
     
     
     
     
     13,500Common stock issued for Website Development750,000 shares @ $0.0180
     750,000
     
     750
     
     12,750
     
     
     
     
     
     
     
     13,500Common stock issued for Rent: 1,000,000 shares @ $0.180
     1,000,000
     
     1,000
     
     17,333
     
     
     
     
     
     
     
     18,333Foreign currency translation gain
     
     
     
     
     
     
     
     
     
     
     (11,117
     )
     (11,117
     )Net Income for the period ended March 31, 2008
     
     
     
     
     
     
     
     
     (336,891
     )
     
     
     (336,891
     )Balance, March 31, 2008 (unaudited)
     198,643,955
     
     198,644
     
     12,944,838
     
     287,291
     
     (13,554,604
     )
     (27,543
     )
     (151,374
     )


The accompanying notes are an integral part of these financial statements.F-4-6-

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|FIRST AMERICAN SCIENTIFIC CORP.          
|-----------------------------------------
|Note to Consolidated Financial Statements
|March 31, 2008                           

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, 2007. 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, 2008 are not necessarily indicative of the results that may be expected for the year ending June 30, 2008.

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.

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.

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.

F-5

-7-

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|FIRST AMERICAN SCIENTIFIC CORP.          
|-----------------------------------------
|Note to Consolidated Financial Statements
|March 31, 2008                           

As shown in the accompanying financial statements, the Company has incurred an accumulated deficit of $13,554,603 through March 31, 2008 and has limited cash resources. The Company had one equipment sale during the quarter ended March 31, 2008 and generated a net loss for the quarter of $53,676. 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 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.

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 shipped. During the three months ended March 31, 2008, the Company recorded revenue of $334,133 and has received deposits on orders for two machines.

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 2008 presentation.

Recent Accounting Pronouncements

SFAS 160 Disclosures:In December 2007, the FASB issued SFAS No. 160 ,Noncontrolling Interests in Consolidated Financial StatementsAn Amendment of ARB No. 51, or SFAS No. 160. SFAS No. 160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008. We have not completed our evaluation of the potential impact, if any, of the adoption of SFAS No. 160 on our consolidated financial position, results of operations and cash flows.

F-6-8-

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|FIRST AMERICAN SCIENTIFIC CORP.          
|-----------------------------------------
|Note to Consolidated Financial Statements
|March 31, 2008                           

SFAS No. 141(R) Disclosures:In December 2007, the FASB issued SFAS No. 141 (Revised 2007),Business Combinations, or SFAS No. 141R. SFAS No. 141R will change the accounting for business combinations. Under SFAS No. 141R, an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. SFAS No. 141R will change the accounting treatment and disclosure for certain specific items in a business combination. SFAS No. 141R applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Accordingly, any business combinations we engage in will be recorded and disclosed following existing GAAP until January 1, 2009. We expect SFAS No. 141R will have an impact on accounting for business combinations once adopted but the effect is dependent upon acquisitions at that time. We are still assessing the impact of SFAS No. 141R.

NOTE 3  COMMON STOCK

During the three months ended March 31, 2008, the Company issued 2,500,000 shares of common stock in lieu of payment for accounting services and rent; website development and advertising expenses. The shares issued were subject to Rule 144 and carry a one year hold restriction. Total value of services rendered is $45,333.

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 September 30, 2007, the Company granted 15,000,000 options to each of its two Principal Officers at fair market value of $0.015 to cover unpaid salaries to the end of June 2007. These options have not yet been exercised.

No options were granted during the three months ended March 31, 2008.

NOTE 5  RELATED PARTIES

At March 31, 2008, the Company owed its senior executives and its directors a total of $748,141 for unpaid accrued salary and for loans made to the Company.





F-7

-9-

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|FIRST AMERICAN SCIENTIFIC CORP.          
|-----------------------------------------
|Note to Consolidated Financial Statements
|March 31, 2008                           

NOTE 6  CONTRACTS

In June 2007, the Company 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 was delivered in December 2007 and is now operational.

In fiscal year 2007, the Company 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 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 were evaluated by the University of BC, and found acceptable, but modifications were required to the equipment to reach commercial acceptance. These modifications are now completed and are being commissioned and evaluated at our test site in Abbotsford, BC

In fiscal 2007, the Company signed a distribution agreement with Energy Cabin to represent there products in North America. One system was sold to Nakusp Energy Corp and is now under construction. The project was delayed due to local permitting issues, but should be completed next quarter. FASC continues to oversee this project, but after a change of direction and management at Energy Cabin in Austria, the FASC is no longer listed as an Energy Cabin distributor, but may initiate future projects on a case by case basis.The Nakusp project is nearing completion and expected to be operational by the end of next quarter.



















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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, Brazil and the UK.

On March 31, 2008 we had current assets of $ 138,738 and current liabilities of $574,046 compared to the previous year on March 31, 2007 when we had $ 350,955 in current assets and $300,182 in current liabilities. The company has no long term debt other than amounts due to its directors, however the negative working capital is putting strain on the Companys ability to progress. We are currently talking to several different groups of private investors who have expressed interest to help raise some much needed capital.

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 2007, and has sold 3 machines so far in fiscal 2008. In addition, we have sales for two machines pending. Sales are included in revenue only when the equipment has been shipped.

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.

As of March 31, 2008 there were 198, 643,955 shares issued and outstanding.

Results of Operations  Quarter ending March 31, 2008

Revenue booked for the quarter ending March 31, 2008 was $334,133 compared to nil for the same quarter last year. This quarter, we have received deposits for two machines for future delivery. These sales will be booked when shipped as per our revenue recognition policy. As of March 31, 2008 we have no inventory. Before the existing orders are filled we will need to construct the machines. We have an agreement with our fabricator to construct these machines and defer payments until the shipping date when the balance of funds is due from the customer. The balance of funds due will be sufficient to meet the fabrication costs. If additional funding is needed to continue operations or meet fabrication costs, the Company will seek out additional financing.



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In addition, if needed, we have made preliminary arrangements with our bank to provide future funding secured by letters of credit issued by the customers bank.

Net losses for the quarter ending March 31, 2008 were $ 53,676 compared to a loss of $226,071 for the same quarter last year or less than $0.01 per share in each period. In the short term, these losses have been funded by the Companys directors, however, the Companys auditors have issued a going concern caution meaning we will need to increase sales or raise outside capital in under to continue operating at current levels.

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. With the current orders in process, we should be able to book two sales in the next quarter.

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 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 yet to customers in Japan.

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).

We met with representatives of JP Steel this February in Malaysia who advised us they are working diligently on this project and expect positive results to follow shortly

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 was installed at a Waste Water Treatment Plant near Seoul, South Korea, but removed and resold to a limestone quarry.

Unfortunately, internal disputes amongst the Korean partners have hampered there progress, and they have failed to meet the minimum Year 2 sales targets as set out in the licensing agreement and that license gas expired. A new license agreement on substantially different terms is being negotiated with a new party.





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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 additional machines have now been sold, the first of which is scheduled for commissioning in May 2008.

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. These negotiations will not be finalized until the test machine sent to Brazil is fully operational and evaluated. The machine was delivered last year and is now operational. Our technicians are scheduled to travel to Brazil in June 2008 to commission the machine.

Mexico

In June 2007, the Company 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 was delivered last quarter and is now operational. Results of testing should be available next quarter.

Energy Cabin

In fiscal year 2007, the Company signed a distribution agreement with Energy Cabin to represent there products in North America. One system was sold to Nakusp Energy Corp and installation and hookup is nearing completion. The project was delayed due to local permitting issues.

Canada - Alternative Green Energy Systems Inc

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. Subsequently, with the assistance of funds from Hydro Quebec and the Canadian government, a large scale KDS Model 3000 was fabricated and delivered to the Flakeboard pulp mill site Nova Scotia, Canada on a trial basis. AGES made many changes to the FASC design, but to date, no major improvement was achieved.

Unless there are new developments by fiscal year end 2008, this license is subject to being cancelled.

Canada - City of Prince George, BC

In fiscal year 2007, the Company 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 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 were evaluated by the University of BC, and found

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acceptable, but modifications were required to the equipment to reach commercial acceptance. These modifications are now completed and are being commissioned and evaluated at our test site in Abbotsford, British Columbia.

USA - California

This quarter we delivered one model S-8 machine to a biomass processing facility in California where it has been commissioned and is now being evaluated as a combination dryer /grinder of waste biomass for use in the green energy sector.

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 has now been set up in Abbotsford, Canada, to improve and fine tune the sludge application

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, and our demonstration facility is nearby in Abbotsford, British Columbia.

Trends

Sales efforts are beginning to bring results with one machine being sold per quarter on average. Based upon three recent sales for next quarter, we anticipate revenue between $ 1,000,000 to $2,000,000 for the fiscal year.

Recent Accounting Pronouncements

No recent accounting pronouncements applicable at this time

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.





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ITEM 4.     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 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



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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-Q and Annual Report on Form 10-K. 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.

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.

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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 Actof 2002.31.2
     Certification of Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Actof 2002.32.1
     Certification of Chief Executive Officer pursuant Section 906 of the Sarbanes-Oxley Act of2002.32.2
     Certification of Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of2002.




















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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 19thday of May, 2008.

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






























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EXHIBIT INDEX

Exhibit No.
     Document Description31.1
     Certification of Principal Executive Officer pursuant Section 302 of the Sarbanes-Oxley Actof 2002.31.2
     Certification of Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Actof 2002.32.1
     Certification of Chief Executive Officer pursuant Section 906 of the Sarbanes-Oxley Act of2002.32.2
     Certification of Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of2002.






























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