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 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2012ORo
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)






Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES x NO o




Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (SS 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES o NO x




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. (Check one):




Large Accelerated Filer
o

Accelerated Filer
oNon-accelerated Filer
o

Smaller Reporting Company
x(Do not check if smaller reporting company)




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




APPLICABLE ONLY TO CORPORATE ISSUERS:




Indicated the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 199,952,195 as of May 14, 2012.


















TABLE OF CONTENTS




PagePART I.Item 1.
Financial Statements.
2Financial Statements:Consolidated Balance Sheetsas of March 31, 2012 (unaudited) and June 30, 2011
F-1UnauditedConsolidated Statements of Operationsfor the nine month periods ended March 31, 2012 and March 31, 2011
F-2UnauditedConsolidated Statements of Cash Flowsfor the nine month periods ended March 31, 2012 and March 31, 2011
F-3Consolidated Notes to Financial Statements
F-4Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
16Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
22Item 4.
Controls and Procedures.
22PART II.Item 1.
Legal Proceedings.
23Item 1A.
Risk Factors.
23Item 6.
Exhibits.
24Signatures
25Exhibit Index
26


















PART I – FINANCIAL INFORMATION




ITEM 1.                      FINANCIAL STATEMENTS.




As used herein, the terms “Company,” “we,” “our,” and “us” refer to First American Scientific Corp., a Nevada corporation, unless otherwise indicated. In the opinion of management, the accompanying unaudited consolidated financial statements included in this Form 10-Q reflect all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of operations for the periods presented. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.










- 2 -








FIRST AMERICAN SCIENTIFIC CORP.CONSOLIDATED BALANCE SHEETSMarch 31,


June 30,2012


2011ASSETS

(unaudited)CURRENT ASSETSCash

$
-


$
7,866Accounts receivable, net of allowance


1,376



-Sales tax refunds


2,484



16,651Prepaid expenses


4,547



1,092Inventory


402,654



251,572TOTAL CURRENT ASSETS


411,061



277,181PROPERTY AND EQUIPMENTProperty and equipment


272,357



261,515Less: accumulated depreciation


(223,757
)


(205,264
)TOTAL PROPERTY AND EQUIPMENT


48,600



56,252OTHER ASSETSTechnology rights and Patents, net of amortization


61,007



169,894Investments in joint ventures


-



-TOTAL OTHER ASSETS


61,007



169,894TOTAL ASSETS

$
520,668


$
503,327LIABILITIES AND STOCKHOLDERS' EQUITYCURRENT LIABILITIESAccounts payable and accrued expenses

$
652,126


$
446,210Current portion of wages payable - related parties


1,480,000



1,395,000Current portion of Capital Lease obligation


10,018



10,018Loans payable to related parties


225,308



219,200Deposits on Future Sales


298,978



383,124TOTAL CURRENT LIABILITIES


2,666,430



2,453,552LONG-TERM LIABILITIESCapital lease Obligations


1,441



10,633TOTAL LONG-TERM LIABILITIES


1,441



10,633COMMITMENTS AND CONTINGENCIES


-



-TOTAL LIABILITIES


2,667,870



2,464,185STOCKHOLDERS' EQUITY (DEFICIT)Common stock - $.001 par value,200,000,000 shares authorized; 199,952,195 and199,952,195 shares issued and outstanding, respectively


199,952



199,952Stock Options


697,400



634,000Additional paid-in capital


13,255,636



13,255,636Accumulated deficit


(16,300,190
)


(16,050,447
)TOTAL STOCKHOLDERS' EQUITY(DEFICIT)


(2,147,202
)


(1,960,859
)TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT)

$
520,668


$
503,327














See accompanying notes to the consolidated financial statements.




F-1


- 3 -











FIRST AMERICAN SCIENTIFIC CORPCONSOLIDATED STATEMENTS OF OPERATIONSAND COMPREHENSIVE INCOME (LOSS)Three months ended


Nine months endedMarch 31,


March 31,2012


2011


2012


2011(unaudited)


(unaudited)


(unaudited)


(unaudited)REVENUESRevenues from equipment and machine sales

$
74


$
5,703


$
640,592


$
7,024Royalties


-



-



4,500



70,364Expenses recovered


0



(24
)


476



679Total Revenue


74



5,679



645,568



78,067COST OF SALES


5,140



1,565



239,934



1,565GROSS PROFIT


(5,066
)


4,114



405,633



76,502OPERATING EXPENSESAdvertising


529



-



33,596



-Amortization and depreciation


39,483



43,161



126,339



129,483Marketing


925



5,475



6,569



15,474Professional services


18,526



16,132



76,570



64,714Salaries and wages


72,877



86,578



251,219



417,251Research and development


6,964



6,505



77,804



56,083Rent


4,808



5,313



10,809



11,355General and administration


11,583



8,295



78,975



34,020Foreign Exchange Gains ( losses )


(10,229
)


9,471



2,012



42,798Total Operating Expenses


145,465



180,929



663,895



771,178LOSS FROM OPERATIONS


(150,531
)


(176,815
)


(258,260
)


(694,676
)OTHER INCOME (EXPENSE)Gain on settlement of debt


637



-



8,518



-Gain on sale of asset


0



186



0



6,967Total Other Income (Expense)


637



186



0



6,967LOSS BEFORE INCOME TAXES


(149,894
)


(176,629
)


(249,744
)


(687,710
)INCOME TAXES


-



-



-



-NET LOSS


(149,894
)


(176,629
)


(249,744
)


(687,710
)OTHER COMPREHENSIVE INCOME (LOSS)COMPREHENSIVE NET LOSS

$
(149,894
)

$
(176,629
)


(249,744
)


(687,710
)NET LOSS PER COMMON SHARE,BASIC AND DILUTED

$nil


$nil


$nil


$nilWEIGHTED AVERAGE NUMBER OFCOMMON SHARES OUTSTANDING,BASIC AND DILUTED


199,952,195



199,952,195



199,952,195



199,952,195
















See accompanying notes to the consolidated financial statements.




F-2


- 4 -











FIRST AMERICAN SCIENTIFIC CORP.CONSOLIDATED STATEMENTS OF CASH FLOWSNine months endedMarch 312012


2011(unaudited)


(unaudited)CASH FLOWS FROM OPERATING ACTIVITIESNet loss

$
(249,744
)

$
(687,710
)Depreciation and amortization


126,339



129,483Stock and options issued for services and compensation


63,400



126,800Gain on sale of asset


-



(6,967
)Adjustments to reconcile net loss to net cashused by operations:Decrease (increase) in accounts receivable


(1,376
)


24,323Decrease (increase) in sales tax refunds


14,167



1,570Decrease (increase) in inventory


(151,082
)


(10,943
)Decrease (increase) in prepaid expenses


(3,455
)


(91
)Increase (decrease) in customer deposits held


(84,146
)


113,702Increase (decrease) in accounts payable & accrued expenses


205,915



30,239Increase (decrease) in salaries payable to related parties


85,000



235,000Net cash provided (used) by operating activities

$
5,018


$
(44,595
)CASH FLOWS FROM INVESTING ACTIVITIESDisposal (purchase) of equipment


(10,842
)


-Proceeds from sale of fixed assets


-



9,376Net cash provided (used) in investing activities

$
(10,842
)

$
9,376CASH FLOWS FROM FINANCING ACTIVITIESPrincipal payment on capital leases


(9,192
)


(6,189
)Loans from related parties


7,151



48,534Net cash used by financing activities

$
(2,041
)

$
42,345NET INCREASE (DECREASE) IN CASH


(7,866
)


7,126CASH - Beginning of period


7,866



3,274CASH - End of period

$
0


$
10,400
























See accompanying notes to the consolidated financial statements.




F-3






- 5 -








FIRST AMERICAN SCIENTIFIC CORP.


Notes to Consolidated Financial Statements


March 31, 2012


___________________________________________________________________________________________________________________________________________________________






NOTE 1 – ORGANIZATION ANDDESCRIPTION OF BUSINESS






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 Abbotsford, British Columbia, Canada and a demonstration and sales center on the adjacent site. The Company’s year-end is June 30th.




The foregoing unaudited interim financial statements of 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 10-K for the year ended June 30, 2011. 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, 2012 are not necessarily indicative of the results that may be expected for the year ending June 30, 2012




First American Scientific (Canada) Ltd.




The Company owns 100% of the outstanding shares of common stock of First American Scientific (Canada) Ltd, a BC company which was formed for the purpose of providing research, development, and other services to FASC and its Canadian customers and licensees. The Company changed its name from First American Power Corp to First American Scientific (Canada) Ltd. on May 26, 2005.










F-4






- 6 -









FIRST AMERICAN SCIENTIFIC CORP.


Notes to Consolidated Financial Statements


March 31, 2012


___________________________________________________________________________________________________________________________________________________________






First American Scientific Corp ( Malaysia ) Bhd. Sdn,




As of March 31, 2012 the Company had a 50% non-controlling joint venture ownership interest inFirst American Scientific Malaysia Bhd Sdn. The joint venture acts as a marketing and manufacturing representative under license for Malaysia, Thailand, Singapore and Indonesia. On June 30, 2009, due to the inability to have audited financial reports from Malaysia, it was concluded that there is some doubt regarding the ability of the joint venture to continue as a going concern and we have fully impaired the carrying value of our interest in the Malaysian joint venture.




JP FASKorea Co Ltd, - ( South Korea )




As of March 31, 2012 the Company had a 50% non-controlling joint venture ownership interest inJP FASKorea Co. Ltd. The joint venture acts as a marketing and manufacturing representative under license for South Korea. On June 30, 2009, due to the inability to have audited financial reports, it was concluded that there is some doubt regarding the ability of the joint venture to operate as going concern and we have fully impaired the carrying value of our interest in the Korean joint venture.





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.




Accounting Method


The Company uses the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.




Accounts Receivable


The Company carries its accounts receivable at cost less an allowance for doubtful accounts. At March 31, 2012 and June 30, 2011 accounts receivable were $1,376 and $0. Management determined that no allowance for doubtful accounts was required at either date based upon their assessment of individual account balances.




A receivable is considered past due if payments have not been received by the Company for 90 days. Any amounts collected at a later date will be included in income.






Advertising Expenses


Advertising expenses consist primarily of costs incurred in the design, development, and printing of Company literature and marketing materials. The Company expenses all advertising expenditures as incurred.








F-5






- 7 -










­FIRST AMERICAN SCIENTIFIC CORP.


Notes to Consolidated Financial Statements


March 31, 2012


___________________________________________________________________________________________________________________________________________________________






Cash and Cash Equivalents




For purposes of its statement of cash flows, the Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents.




Compensated Absences


Employees of the Company are entitled, by Canadian law, for paid time off equal to four percent of their wages. At March 31, 2012, no amounts were accrued as the amounts were deemed to be immaterial.




Concentration of Risk




The Company maintains its Canadian cash accounts in primarily one commercial bank in Vancouver, British Columbia, Canada. Its U.S. dollars are maintained in a U.S. dollar bank account in Vancouver, British Columbia, Canada and in a U.S. bank in Washington State, USA.




All accounts receivables and sales are booked in U.S. dollars All manufacturing costs and operating costs are primarily incurred in Canadian dollars.




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




The majority of our operational expenses, are incurred in Canadian dollars. Recent fluctuations of the U.S. dollar vs. the Canadian has given us foreign exchange losses on our Canadian dollar liabilities and a gain in the value our Canadian assets. The reverse would be true if the US dollar was to strengthen against the Canadian dollar as was the case in recent history. These changes are reported as exchange gains and losses and included in Net Income. Relative to our total financial position, these fluctuations are not considered material at this time.




The Company attempts 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.




The Company contracts primarily with one Canadian manufacturer for the production of the KDS machine for customers in the North American and European markets. To the extent that we rely on them to supply our equipment and provide us with engineering and design assistance locally, we could face delays or cost increases if our relationship with them ceased. In this event, we could utilize the manufacturing facilities of our joint venture partners in Malaysia or Korea as backup while seeking alternate arrangements in North America.




Derivative Instruments


Historically, the Company has not entered into derivatives contracts to hedge existing risks or for speculative purposes. At March 31, 2012, the Company has not engaged in any transactions that would be considered derivative instruments or hedging activities.












F-6






- 8 -














FIRST AMERICAN SCIENTIFIC CORP.


Notes to Consolidated Financial Statements


March 31, 2012


___________________________________________________________________________________________________________________________________________________________






Fair Value of Financial Instruments


Our financial statements include the following financial instruments: cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses. We believe the carrying amounts of these assets and liabilities in the financial statements approximate the fair values of these financial instruments at March 31, 2012 and June 30, 2011. Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date.




Foreign Currency Translation


Assets and liabilities of the Company’s foreign operations are translated into U.S. dollars at the period-end exchange rates, and revenue and expenses are translated at the average exchange rates during the period. Exchange gains and losses arising on translation are included as a separate component of net income. Any material fluctuations in foreign currency exchange rates could have an impact on our balance sheet as expressed in U.S. dollars.




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


$ 16,300.190 through March 31, 2012 and has limited cash resources. The Company recorded increased revenues during the year ended June 30, 2011, but generated a net loss of $105,917. As a result, there is substantial doubt about the Company’s ability to continue as a going concern as working capital remains negative.




Management plans to increase sales through current channels and develop new sales opportunities. Management has also established plans to increase the sales of the Company’s products by continued research and development and combining technology with its licensees in Canada and Japan, and through its joint ventures in Malaysia and Korea. If the Company is unable to increase revenue, then it will need to re-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.




Impairment of Long-Lived Assets


The Company reviews its long-lived assets quarterly 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, 2012, no impairments were deemed necessary.










F-7






- 9 -














FIRST AMERICAN SCIENTIFIC CORP.


Notes to Consolidated Financial Statements


March 31, 2012


___________________________________________________________________________________________________________________________________________________________




Inventory


The Company utilizes a third party contract manufacturer for the production of the KDS machine. The Company has negotiated fixed production costs. Inventory includes finished goods and work in progress and is based on an estimated percentage of completion for each machine. The value of the inventory is stated at cost and based upon the specific identification of each unit.




March 31,

2011


June 30,

2011Work in progress

$
402,654


$
251,572Finished goods

$
-


$
-Total Inventory

$
402,654


$
251,572




Net loss per share


Basic net loss per share is computed using the weighted average number of common shares outstanding. Diluted net loss per share for FASC is the same as basic net loss per share, as the inclusion of common stock equivalents would be antidilutive.




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.




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




The Company accounts for its investment in joint ventures using the equity method.






Equity investments in which the Company exercises significant influence but does not control and is not the primary beneficiary, include the Company's share of its equity method investees earnings or losses in other income in the accompanying Consolidated Statements of Operations. The Company eliminates its pro rata share of gross profit on sales to its equity method investees for inventory on hand at the investee at the end of the year. Investments in which the Company is not able to exercise significant influence over the investee are accounted for under the cost method.






Provision for Taxes


The Company follows the asset and liability method of accounting for income under this approach; deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.








F-8






- 10 -














FIRST AMERICAN SCIENTIFIC CORP.


Notes to Consolidated Financial Statements


March 31, 2012


___________________________________________________________________________________________________________________________________________________________






NOTE 3 – PROPERTY AND EQUIPMENT






Property and equipment is stated at cost. Depreciation is provided using the straight-line method over the estimated useful lives of the assets. The useful lives of property, plant and equipment for purposes of computing depreciation is five years. Depreciation expense for the nine month periods ended March 31, 2012 and 2011 was $126,339 and $129,483 respectively, which include patent amortization.




The following is a summary of property, equipment, and accumulated depreciation:




March 31,

2012


June 30,

2011Plant assets and equipment

$
272,357


$
261,515Less accumulated depreciation


(223,757
)


(205,264
)$
48,600


$
56,252






NOTE 4 – COMMON STOCK




During the three month period March 31, 2012, no stock was issued.






NOTE 5 – STOCK OPTIONS




The Company accounts for stock-based compensation in accordance with ASC 718, "Compensation-Stock Compensation" (originally issued as SFAS 123R). ASC 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the award is recognized as an expense over the requisite service periods in the calculation of net loss.




As of September 30, 2009 the Company was obligated to grant a total of 8,000,000 options to its senior officers.




In determining the fair value of options vested, the Company applied the Black-Scholes model using a market value of $0.037, a strike price of $0.02, a ten year term and a 1 % annual interest rate and a volatility factor of 79%. An amount of $63,400 was recorded as an expense in the quarter ended September 30, 2011.




As of March 31, 2012 the Company did not have sufficient authorized capital to meet the obligation to issue the shares granted under the above options.






F-9


--
 - 11 -








FIRST AMERICAN SCIENTIFIC CORP.


Notes to Consolidated Financial Statements


March 31, 2012


___________________________________________________________________________________________________________________________________________________________






NOTE 6 – RELATED PARTIES




Periodically, loans and accrued wages payable to related parties are paid, at the Company’s discretion, by the issuance of common stock.




At March 31, 2012, the Company owed its officers and directors $1,480,000 for unpaid salary and approximately $225,308 for loans made to the Company.




At June 30, 2011, the Company owed its officers and director $1,395,000 for unpaid salary and approximately $219,200 for loans made to the Company






NOTE 7 – COMMITMENTS AND CONTINGENCIES




On October 1, 2009, the Company signed a forty-eight month leasing agreement to finance the acquisition of a new diesel generator. The remaining lease commitment is $23,715 including taxes and interest. After the final payment, the Company will have the option to purchase the equipment for $10 at the end of the lease term. The lease commitment is personally guaranteed by one of the Company’s Officers. The acquisition of the generator has been recorded under Property and Equipment net of tax and interest in the amount of $27,709.




On February 12, 2010, the Company signed a thirty-seven month leasing agreement to finance the acquisition of a bobcat / loader. The total lease commitment is $23,421 including taxes and interest. After the final payment, the Company will have the option to purchase the equipment for $1,800 at the end of the lease term. The lease commitment is personally guaranteed by one of the Company’s Officers. The acquisition of the bobcat has been recorded under Property and Equipment net of tax and interest in the amount of $18,150.




As of March 31th


Principal



Taxes



Insurance



Interest



Total2011

$
10,273


$
1,488


$
864


$
4,625


$
17,2502012

$
10,273


$
1,488


$
864


$
4,625


$
17,2502013

$
8,717


$
1,216


$
864


$
3,921


$
14,7182014

$
1,401


$
168


$
216


$
628


$
2,413




Lease Commitments




The Company signed a thirty-six month lease in July 2009 for its current premises payable at a rate of approximately $916 per month ($ 11,520 per year) and a total commitment during the lease term of $34,560.








F-10






- 12 -









FIRST AMERICAN SCIENTIFIC CORP.


Notes to Consolidated Financial Statements


March 31, 2012


___________________________________________________________________________________________________________________________________________________________






Product Warranties


The Company provides a one-year warranty with the sale of new equipment limited to non-electrical components. During the warranty period, the Company will repair or replace, at the Company’s sole option, without charge to purchaser, any defective component part of the KDS MicronexTM. The Limited Warranty does not apply to any consumable parts, such as the chains, bars or belts. Upon receipt of a valid claim, the Company will promptly repair or replace the defective product. The warranty is conditional upon proper use of the product by the purchaser as per Customer’s Purchase and Sale Agreement. The Purchaser must document regular maintenance as per Owner’s Manual. The warranty does not cover defects or damage resulting from accident, misuse, abuse, neglect, unusual physical, electrical or electromechanical stress, modification of the product or use of the product with unauthorized equipment or accessories. Electrical motors and electrical panel are specifically excluded from the warranty.




The Company has an offsetting guarantee from its manufacturer to cover any costs caused by a manufacturers’ defect during the warranty period, and consequently does not anticipate any liability to be incurred under the warranty program.




Performance guarantees


In a special case, the Company sold one machine during the year and received a partial payment. The intent was to allow the customer, with our assistance, to adapt the equipment to their specific use and local conditions. The final payment is contingent upon achieving those certain performance conditions. To date, those conditions have not been met. In fiscal 2010, the partial payment was included in revenue, and if and when the final payment of $ 100,000 is collected, it will be included in revenue.




Deposits received on future sales


In May 2007, the Company received a deposit of $118,764 for the sale of one KDS machine from a customer in Europe. The machine was fabricated and ready for shipment. The balance of the purchase price was never received as the customer was unable to obtain financing and the machine was not delivered to the customer. At this point in time all communications with the customer ceased. Since specialty components were used and we had no further contact with the customer, the deposit was deemed non-refundable and recorded as income in fiscal year 2008. In August 2010, the customer resurfaced and requested a refund. We advised them that the deposit was non-refundable, but agreed to apply the deposit as a credit against a future machine purchase at current market prices. The customer is not prepared to complete the purchase at present, but if they do, we will apply their original deposit and record a settlement amount at that time.




Default in payment of outstanding salaries and amounts due to senior officers


On June 30, 2011 the Board of Directors acknowledged default in the payment of outstanding salaries due in the amount of $1,614,200 to two of its senior officers and acknowledged the provision in their employment agreements providing for the issuance of stock and/or stock options, or the provision of collateral to satisfy or secure the debt. On June 30, 2011, the Officer agreed to defer action, giving the Company a reasonable opportunity to register a new Stock Option Plan, failing which, the provision to provide collateral can be invoked.










F-11






- 13 -










FIRST AMERICAN SCIENTIFIC CORP.


Notes to Consolidated Financial Statements


March 31, 2012


___________________________________________________________________________________________________________________________________________________________






Pending Litigation


On October 1, 2010, the Company received notice that they had been jointly named as a defendant along with our manufacturer in a statement of claim for breach of warranty and compensatory damages. The warranty claims are the responsibility of our manufacturer.




In July 2009 the Company sold a KDS machine to a Canadian customer who wished to process waste wood. When it was determined that the customer’s product was too wet for the machine to process efficiently, the customer demanded we make alterations and repairs to the machine, return of the full purchase price, plus pay them cash in the amount of $350,000 as damages. As additional damages they would keep and operate the machine.




As the Company views these claims as opportunistic and frivolous, we have not provided for any liability arising from these legal actions.






NOTE 8 – INVESTMENT IN JOINT VENTURES




First American Scientific Corp ( Malaysia ) Bhd. Sdn, 50/50 joint venture


As of March 31, 2012, the Company had a 50% non-controlling joint venture ownership interest inFirst American Scientific Malaysia Bhd Sdn. The joint venture acts as a marketing and manufacturing representative under license for Malaysia, Thailand, Singapore and Indonesia. On June 30, 2009, due to the inability to have audited financial report from Malaysia, it was concluded that there is doubt regarding the ability of the joint venture to continue a as going concern and we have fully impaired the carrying value of our interest in the Malaysian joint venture.




JP FASKorea Co Ltd, 50/50 - joint venture – South Korea


As of March 31, 2012, the Company had a 50% non-controlling joint venture ownership interest inJP FASKorea Co. Ltd. The joint venture acts as a marketing and manufacturing representative under license for South Korea. On June 30, 2009, due to the inability to have audited financial reports, it was concluded that there is doubt regarding the ability of the joint venture to operate as going concern and we have fully impaired the carrying value of our interest in the Korean joint venture.






NOTE 9 – FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS




We use a three-level hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from independent sources. Unobservable inputs are inputs that reflect our assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available under the circumstances.










F-12






- 14 -












FIRST AMERICAN SCIENTIFIC CORP.


Notes to Consolidated Financial Statements


March 31, 2012


___________________________________________________________________________________________________________________________________________________________






Level 1 – Quoted prices are available in active markets for identical assets or liabilities. Active markets are those in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.




Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.




Level 3 – Pricing inputs include significant inputs that are generally unobservable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. Level 3 instruments include those that may be more structured or otherwise tailored to the Company’s needs.




The following table discloses the fair value the Company’s assets and liabilities measured and reported on the Consolidated Balance Sheet as of March 31, 2012 at fair value on a recurring basis:




Total


Level 1


Level 2


Level 3Assets:Investment in joint ventures


-



-



-



-$
-


$
-


$
-


$
-






NOTE 10 – SUBSEQUENT EVENTS




Subsequent events have been evaluated through the date that the consolidated financial statements were available to be issued and management has determined that there have not been any events that have occurred that would require adjustments to the financial statements.












F-14






- 15 -









ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.




This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other parts of this quarterly report contain forward-looking statements that involve risks and uncertainties. Forward-looking statements can also be identified by words such as “anticipates,” “expects,” “believes,” “plans,” “predicts,” and similar terms. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include but are not limited to those discussed in the subsection entitled Forward-Looking Statements and Factors That May Affect Future Results and Financial Condition below. The following discussion should be read in conjunction with our financial statements and notes thereto included in this report. Our fiscal year end is June 30. All information presented herein is based on the nine month period ended March 31, 2012.




Discussion and Analysis




The Company owns a patented kinetic disintegration system called the KDS Micronex System and several process patents or patents pending that utilize the technology (“KDS”).




KDS consists of an electrically powered disintegration/drying chamber and feeding system that utilizes kinetic energy and standing sound waves to pulverize various waste materials such as biomass (wood waste), pulp sludge, animal waste, food waste, rubber, glass, and other feed stocks into valuable, fine, dry, talcum-like powders that can be used as a combustible fuel or a high nutrient fertilizer. Our technology is best suited for “waste to resources” industrial applications for which we can manufacture, sell, lease and/or license the KDS system to end users in the pulp and paper industries, agriculture, and recycling.




The Company has proven commercial viability for several of our applications and is now expanding the marketing of KDS. We have sold systems to date in Canada, the United States, Poland, Latvia, Brazil, Malaysia, South Korea, Japan, Mexico, and the UK. Several other prospective sales are in various stages of realization.




Applications of the KDS System




1.           Converting Biomass to Combustible Fuel or Fertilizer




The Company’s research and testing to date indicates that the highest potential use for the equipment is found in pulverizing and drying (micronizing) biomass (wood waste) into a fine, dry combustible fuel that can be incinerated in specialized burners to create BTUs (heat energy), which, in turn, can be converted to electrical power through conventional means. For biomass, the critical value of the process is its ability to act as an industrial dryer which can extract water from wood at below boiling temperature at a significantly lower cost than through other conventional methods.




2.           Drying and Grinding of Pulp Sludge




The Company has processed wet (80% moisture) pulp sludge, and has shown that potential exists in converting waste pulp sludge to a dry, fiber-like powder and releasing the kaolin clay concurrently, then burning to create BTUs which are recycled back into the paper making process as heat and/or electrical power. This could reduce energy and disposal costs, and environmental problems in the pulp and paper industry.








- 16 -









3.           Drying and Grinding Animal Waste/Municipal Sewage/Food Waste




When micronizing animal manures, the system has proven its ability to kill 99% of all pathogens and coliforms during processing earning it an EPA rating as a pesticide device with registered establishment number 73753 CAN - 001 granted to the Company in January 2001. This cleansing of these types of waste products could bring large animal and poultry producers into compliance with EPA regulations as well as create a nutrient rich “clean” end product suitable for recycling as fertilizer. When micronizing a mixture of food waste, wood waste and chicken manure, a fine, dry, pathogen-free dry powder is produced which is suitable as a high nutrient fertilizer base, as a filler, or, depending on the content, as cattle feed.




4.           Pulverizing of Mineral Rock to Release Precious Metals




When micronizing mineral rock, the process reduces the rock to a consistent fine dry powder as small as -400 mesh which has proven sufficient to separate and release precious and heavy metals mechanically without the use of chemicals. Development work continues to increase the durability of the equipment to withstand the heavy wear imposed when processing hard rock. Although the process has proven to be 97% efficient, commercially viable processing volumes have not yet been achieved. This process has now been patented.




5.           Micronizing Scrap Rubber




When micronizing rubber, a cryogenic cooling process can facilitate the recycling of scrap rubber by pre-freezing it in a cooling chamber and injecting it through a pneumatic feed system into a pulverizing chamber. The method has proven that the KDS system can pulverize (shatter) rubber into a fine mesh suitable for re-cycling as a base material for other rubber based products. Commercially viable quantities are not yet proven. This process has now been patented, but no further work has been done due to lack of funding.




6.           Micronizing of Recycled Glass




When micronizing glass, the process reduces it to a consistent fine dry powder which can be used as a strengthener in asphalt, concrete and ceramics.




KDS Equipment




KDS uses a patented high speed rotary action to create sufficient kinetic energy to pulverize and dry (micronize) raw materials that are introduced into the chamber without cutting.




The KDS machine weighs approximately five tons and measures sixteen feet high, by ten feet long by eight feet wide. It is powered by a 150 or 250 hp main drive electric motor and uses 5 smaller ancillary motors to move product through the chamber and discharge. The feed material is typically one inch in diameter and carried by a pneumatic lift or conveyor and material grading system, passing through the KDS system at various rates, dependent up product size, moisture content and hardness. The life span of a KDS machine is greater than ten (10) years and requires ongoing service and replacement of consumables. Routine maintenance is minimal and requires less than thirty minutes per day and twenty-four hour servicing twice a year.




We currently have three models and variations thereof available designed for various feedstocks and applications.




Project Updates




First American Scientific Corp (Malaysia) Bhd. Sdn, 50/50 joint venture




As of March 31, 2012 no KDS machines have been sold under this agreement.








- 17 -











JP FASKorea Co Ltd, 50/50 joint venture – South Korea




In October 2008, the Company signed a new exclusive license agreement for the manufacturing and marketing of the KDS System in South Korea with JP FASKorea Co. Ltd. As part of the agreement, JP FASKorea Co. Ltd assumes prior obligations of JNK Heaters, the previous Korean License who purchased and installed a fully operational KDS at its facility in Seoul. JP FASKorea Co Ltd. Pays royalties for each machine sold in Korea. As of March 31, 2012, no KDS machines have been sold, under this agreement.






SIA EHT Engineering – License for Latvia




In October 2009, we signed an exclusive marketing agreement with SIA EHT Engineering for Latvia, Lithuania, and Estonia. One condition of exclusivity was that they purchase a demonstration machine and adapt it to the local market conditions. The customer has developed a unique algae-based fertilizer which it sells in Northern Africa. The first demonstration machine was delivered in 2009 and is operational.




Other Contracts and Agreements




Agreement in Principle - Brazil




On November 11, 2008, the Company signed an agreement to form a joint venture to be named First American Scientific Brazil Ltda. for the manufacture, marketing, and operation of KDS equipment in Brazil. During subsequent negotiations, it was decided to grant a license to the Brazilian group rather than form a joint venture. A new agreement has been reached and is now being translated to Portuguese, which is still pending.




Marketing Agreements




We offer our products for sale worldwide using non-exclusive marketing representatives and local companies who promote and sell our equipment to their customers in their regions.




Research and Development




We continue to focus on improving KDS’ processing capacity and efficiencies for several different applications. The Company has determined that processing softer materials such as biomass and pulp sludge is the best use for our technology and the most likely to generate additional 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, but, presently, due to cash flow limitations, new research is moving ahead only as funds become available.




Marketing




The Company has hired new marketing staff or consultants to meet the expected growth in demand for KDS as we continue to expand our marketing network throughout the USA, Canada, Mexico, Asia, Europe, and South America.




Results of Operations




The Company’s business is prone to significant risks and uncertainties which can have an immediate impact on its efforts to realize positive net cash flow and deter future prospects of expanding operations. The uncertainties associated with technological obsolescence, patent infringement, and government regulations are all risks associated with “waste to resources” industrial applications. The Company can provide no assurance that current operations will produce sufficient cash flows to maintain its business. Should the Company be unable to generate sufficient cash flow in the near term it may have to sell assets or seek debt or equity financing to continue operations.




During the nine month period ended March 31, 2012, the Company was focused on overseeing pilot operations, the expansion of marketing activities and research and development activities.








- 18 -










Net Losses /profit




Net Loss for the nine-month period ended March 31, 2012 was $249,744 compared to a net loss of $687, 710 for the comparable period ended March 31, 2011. The decrease in net losses over the nine month comparative periods was due primarily to salaries, Research & Development and General & Administrative. The Company expects net profits to transition to net income in the near term with increases in revenue going forward from anticipated sales of KDS systems.




Foreign Currency Translation




Assets and liabilities of the company’s foreign operations are translated into U.S. dollars at the period-end exchange rates, and revenue and expenses are translated at the average exchange rates during the period. Exchange gains and losses arising on translation are included as a separate component of net income. Any material fluctuations in foreign currency exchange rates could have an impact on our balance sheet as expressed in U.S. dollars.




Revenue




Total revenue for the nine-month period ended March 31, 2012 was $645,568 compared to $78,067 for the comparable period ended March 31, 2011 due to increase in sales. Revenue in the nine month period included fees for testing services provided to potential customers and include the sale of any KDS equipment or the receipt of royalties from operational KDS units. The Company anticipates revenue to increase in the near term based on projects in process that are expected to lead to the sale of several KDS systems over the next twelve month months.




Cost of Sales




Cost of sales for the nine-month period ended March 31, 2012 was $239,934 from $1,565 for the comparable period ended March 31, 2011. The increase in cost of sales over the nine-month comparative periods was due to the KDS sales. The Company expects the cost of sales to increase over the next twelve months with the sale of additional KDS systems.




Operating Expenses




Operating expenses translated into U.S dollars at the average exchange rates during the nine-month period, ended March 31, 2012 decreased to $663,895 from $771,178 for the comparable period ended March 31, 2011, and is a decrease of less than 10%. The Company expects operating expenses to remain relatively consistent over the near term.




Depreciation and amortization expenses for the nine-month periods ended March 31, 2012, and 2011 were $126,339 and $129,483 respectively.




Income Tax Expense




As of March 31, 2012, the Company had a net operating loss (NOL) carry forwards of approximately $16,000,000. Should substantial changes in our ownership occur there would be an annual limitation placed on the amount of NOL carry forward that could be utilized at any given time. The ultimate realization of these carry forwards will be due, in part, to the tax law in effect at the time and future events, which cannot be determined.




Impact of Inflation




The Company believes that inflation has had no effect on operations over the past three years in connection its operations.




- 19 -


Liquidity and Capital Resources




On March 31, 2012, we had current assets of $411,061 and current liabilities of $2,666,430 compared to June, 2011 when we had $277,181 in current assets and $2,453,552 in current liabilities. The current liabilities include amounts owed to its two senior officers in the amount of $1,480,000. The Company has $29,904 in long term debt under a 2010 48-month capital lease agreement for the purchase of a new generator and a loader. Our working capital ratio on March 31, 2012 remains negative, and the decline in working capital over time has been straining the Company’s ability to progress. The Company has no secured outside sources of liquidity and has been relying upon the short term loans and salary deferments from senior management to maintain operations.




Off Balance Sheet Arrangements




As of March 31, 2012, the Company had no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to stockholders.




Foreign exchange exposure




The Company uses the US dollar as its functional currency and records all international contracts in US dollars, except for sales to Canadian customers which are recorded in Canadian dollars and then translated to US dollars. These translations are reported as exchange gains and losses and included in Net Income.




The majority of our operational expenses, including fabrication costs, are incurred in Canadian dollars. Fluctuations in the value of the US dollar vs. the Canadian dollar affect our Canadian dollar based assets and liabilities. These changes are reported as exchange gains and losses and are included in Net Income. Relative to our overall financial position, these changes are not considered material at this time.




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.




Going Concern




As of March 31, 2012, the Company’s auditors have expressed substantial doubt as to the Company’s ability to continue as a going concern due to a history of operating losses, limited cash resources, negative working capital and dependency on the success of future financing requirements to maintain operations. Our ability to continue as a going concern is subject to realizing a profit and /or obtaining funding from outside sources. Management’s plan to address the Company’s ability to continue as a going concern includes: (i) obtaining funding from the private placement of debt or equity; (ii) realizing increased revenues from sales of the KDS system; and (iii) obtaining loans and grants from financial or government institutions. Management believes that it will be able to obtain funding to allow the Company to remain a going concern through the methods discussed above, though there can be no assurances that such methods will prove successful.




Forward- Looking Statements and Factors That May Affect Future Results and Financial Condition




The statements contained in the section titled “Results of Operations” and “Description of Business”, with the exception of historical facts, are forward looking statements. A safe-harbor provision may not be applicable to the forward looking statements made in this current report. Forward looking statements reflect our current expectations and beliefs regarding our future results of operations, performance, and achievements. These statements are subject to risks and uncertainties and are based upon assumptions and beliefs that may or may not materialize. These statements include, but are not limited to, statements concerning:






- 20 -






·our anticipated financial performance;


·uncertainties related to the research and development of our technologies;


·our ability to generate revenues through sales to fund operations;


·our ability to raise additional capital to fund cash requirements for future operations;


·the volatility of the stock market; and


·general economic conditions.




We caution readers that our operating results are subject to various risks and uncertainties that could cause our actual results to differ materially from those discussed or anticipated including the factors set forth in the section entitled “Risk Factors” included elsewhere in this report. We advise readers not to place any undue reliance on the forward-looking statements contained in this report, which reflect our beliefs and expectations only as of the date of this report. We assume no obligation to update or revise these forward-looking statements to reflect new events or circumstances or any changes in our beliefs or expectations, other than as required by law.




Stock-Based Compensation




We follow Accounting Standards Codification, ASC 718, which addresses the accounting for stock-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments.




We account for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC 505. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable based on the Black-Scholes model. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services.




As of March 31, 2012, the Company did not have sufficient authorized capital to meet the obligation to issue the shares granted under their options.




Recent Accounting Pronouncements




Please see Note 2 to the accompanying financial statements for recent accounting pronouncements.




Critical Accounting Policies and Estimates




In the notes to the audited consolidated financial statements for the years ended June 30, 2011 and 2010, included in the Company’s Form 10-K filed with the Securities and Exchange Commission, the Company discussed those accounting policies that are considered to be significant in determining the results of operations and financial position. The Company’s management believes that their accounting principles conform to accounting principles generally accepted in the USA.




The preparation of financial statements requires management to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. By their nature, these judgments are subject to an inherent degree of uncertainty. On an on-going basis, we evaluate our estimates, including those related to bad debts, inventories, intangible assets, warranty obligations, product liability, revenue, and income taxes. We base our estimates on historical experience and other facts and circumstances that are believed to be reasonable, and the results form the basis for making judgments about the carrying value of assets and liabilities. The actual results may differ from these estimates under different assumptions or conditions.








- 21 -








Critical Accounting Policies




Intangible Assets




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. Revenue is recognized when the equipment is sold and delivered.




Revenue Recognition




The Company generally 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 and any performance conditions are met at which time it is recognized as revenue. Generally, deposits received are non-refundable. Revenue is recognized when the equipment is sold and delivered.




Performance guarantees




In a special case, the Company sold one machine during the year and received a partial payment. The intent was to allow the customer, with our assistance, to adapt the equipment to their specific use and local conditions. The final payment is contingent upon achieving those certain performance conditions. To date, those conditions have not been met. In fiscal 2010, the partial payment was included in revenue, and if and when the final payment of $100,000 is collected, it will be included in revenue at that time. Payment is expected next quarter.






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.




Evaluation of Disclosure Controls and Procedures




In connection with the preparation of this report on Form 10-Q, an evaluation was carried out by the Company’s management, with the participation of the chief executive 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 the Commission’s rules and forms and that such information is accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.




Based on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were not effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission’s rules and forms, and that such information was accumulated and communicated to management including the chief executive officer and chief financial officer, to allow timely decisions regarding required disclosures.








- 22 -








Changes in 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 period ended March 31, 2012, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.




On January 31, 2012, First American Scientific Corp. today announced that its Board of Directors has appointed Mrs. Kelly Niavis to the position of Chief Financial Officer and Chief Accounting Officer, effective January 26, 2012. Ms. Niavis replaces Cal Kantonen who died last year.




As capital resources continue to be limited, the following material weaknesses remain uncorrected:




(a)
an audit committee of independent directors has not been formed to assist the company in the financial reporting and closing process or provide oversight of management.




(b)
the lack of personnel has not allowed the company to establish with appropriate rigor the accounting policies, procedures, and documentation of significant judgments and estimates made by management in the preparation of the financial statements, including accounting policies related to accounting for revenue recognition, deposits, and sales of fixed assets.






PART II. – OTHER INFORMATION




ITEM 1.                      LEGAL PROCEEDINGS




On October 1, 2010, the Company’s subsidiary, First American Scientific (Canada) Ltd., received notice that they have been jointly named as a defendant along with our manufacturer in a statement of claim filed in the Supreme Court of Newfoundland and Labrador Action 2010 01 G 4632 for breach of warranty and compensatory damages. The claim is for unspecified general, special, punitive and aggravated damages. The Company denies any wrong doing, and considers the claims to be frivolous. At this time, the Company is unable to determine if any loss is probable or estimate a range of a loss.






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.








- 23 -








ITEM 6.                      EXHIBITS.




Incorporated by referenceExhibit
Document Description
Form
Date
Number
Filed herewith3.1
Articles of Incorporation.
10-SB
10/26/95
3.13.2
Bylaws.
10-SB
10/26/95
3.23.3
Articles of Incorporation.
10-KSB
4/29/98
3.33.4
Amended Articles of Incorporation.
10-KSB
3/16/99
3.43.5
Amended Articles of Incorporation.
S-8
6/27/00
3.510.1
1996 Nonqualified Stock Option Plan.
S-8
6/26/96
10.110.2
1998 Nonqualified Stock Option Plan.
S-8
9/08/98
10.110.3
1999 Nonqualified Stock Option Plan.
S-8
9/13/99
10.1110.4
2001 Nonqualified Stock Option Plan.
S-8
6/27/00
10.110.5
2001A Nonqualified Stock Option Plan.
S-8
5/01/01
10.1510.6
2003 Nonqualified Stock Option Plan.
S-8
1/17/03
10.110.7
2004 Nonqualified Stock Option Plan.
S-8
12/11/03
10.110.8
2004A Nonqualified Stock Option Plan.
S-8
7/22/04
10.110.9
2005 Nonqualified Stock Option Plan.
S-8
2/14/05
10.110.10
Termination Agreement with Zeo-Tech Enviro Corp., C2C Zeolite Corp., Thelon Ventures Ltd. and United Zeolite Products Ltd.
10-QSB
1/30/06
10.110.11
2006 Nonqualified Stock Option Plan.
S-8
10/30/06
10.110.12
Technology License Agreement – Malaysia.
10-KSB
9/28/06
10.110.13
Technology License Agreement – Japan.
10-KSB
9/28/06
10.210.14
Technology License Agreement – Korea.
10-KSB
9/28/06
10.310.15
Technology License Agreement - Alternative Green Energy Systems, Inc.
10-KSB
9/28/06
10.410.16
Joint Venture & Shareholders’ Agreement with Ulimec Sdn. Bhd. and Itfx Sdn. Bhd.
10-K
10/01/09
10.110.17
Joint Venture & Shareholders’ Agreement with Hae Sung Chang and Park Jae Kwon.
10-K
10/01/09
10.210.18
Employment Agreement with J. Brian Nichols.
10-K
10/01/09
10.310.19
Employment Agreement with Calvin L. Kantonen.
10-K
10/01/09
10.410.20
Technology License Agreement - Korea. (Supersedes Exhibit 10.3 filed with Form 10-KSB on September 28, 2006).
10-K
10/01/09
10.514.1
Code of Ethics.
10-KSB
6/30/03
14.128.1
Consultant and Employee Stock Compensation Plan.
10-SB

28.131.1
Certification of Principal Executive Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002.



X32.1
Certification of Chief Executive Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002.



X99.1
Representative Agreement with Environmental Management Systems Institute Inc.
10-KSB
6/30/03
99.199.2
Audit Committee Charter.
10-KSB
6/30/03
99.299.3
Disclosure Committee Charter.
10-KSB
6/30/03
99.3101.INS
XBRL Instance Document.
X101.SCH
XBRL Taxonomy Extension – Schema.
X101.CAL
XBRL Taxonomy Extension – Calculations.
X101.DEF
XBRL Taxonomy Extension – Definitions.
X101.LAB
XBRL Taxonomy Extension – Labels.
X101.PRE
XBRL Taxonomy Extension – Presentation.
X












- 24 -











SIGNATURES




Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, on this 21st day of May, 2012.




FIRST AMERICAN SCIENTIFIC CORP.(the “Registrant”)BY:
J. BRIAN NICHOLSJ. Brian NicholsPresident, Principal Executive Officer and a member of the Board of DirectorsBY:
KELLY NIAVISKelly NiavisPrincipal Financial Officer and Principal Accounting Officer


































- 25 -




EXHIBIT INDEX




Incorporated by referenceExhibit
Document Description
Form
Date
Number
Filed herewith3.1
Articles of Incorporation.
10-SB
10/26/95
3.13.2
Bylaws.
10-SB
10/26/95
3.23.3
Articles of Incorporation.
10-KSB
4/29/98
3.33.4
Amended Articles of Incorporation.
10-KSB
3/16/99
3.43.5
Amended Articles of Incorporation.
S-8
6/27/00
3.510.1
1996 Nonqualified Stock Option Plan.
S-8
6/26/96
10.110.2
1998 Nonqualified Stock Option Plan.
S-8
9/08/98
10.110.3
1999 Nonqualified Stock Option Plan.
S-8
9/13/99
10.1110.4
2001 Nonqualified Stock Option Plan.
S-8
6/27/00
10.110.5
2001A Nonqualified Stock Option Plan.
S-8
5/01/01
10.1510.6
2003 Nonqualified Stock Option Plan.
S-8
1/17/03
10.110.7
2004 Nonqualified Stock Option Plan.
S-8
12/11/03
10.110.8
2004A Nonqualified Stock Option Plan.
S-8
7/22/04
10.110.9
2005 Nonqualified Stock Option Plan.
S-8
2/14/05
10.110.10
Termination Agreement with Zeo-Tech Enviro Corp., C2C Zeolite Corp., Thelon Ventures Ltd. and United Zeolite Products Ltd.
10-QSB
1/30/06
10.110.11
2006 Nonqualified Stock Option Plan.
S-8
10/30/06
10.110.12
Technology License Agreement – Malaysia.
10-KSB
9/28/06
10.110.13
Technology License Agreement – Japan.
10-KSB
9/28/06
10.210.14
Technology License Agreement – Korea.
10-KSB
9/28/06
10.310.15
Technology License Agreement - Alternative Green Energy Systems, Inc.
10-KSB
9/28/06
10.410.16
Joint Venture & Shareholders’ Agreement with Ulimec Sdn. Bhd. and Itfx Sdn. Bhd.
10-K
10/01/09
10.110.17
Joint Venture & Shareholders’ Agreement with Hae Sung Chang and Park Jae Kwon.
10-K
10/01/09
10.210.18
Employment Agreement with J. Brian Nichols.
10-K
10/01/09
10.310.19
Employment Agreement with Calvin L. Kantonen.
10-K
10/01/09
10.410.20
Technology License Agreement - Korea. (Supersedes Exhibit 10.3 filed with Form 10-KSB on September 28, 2006).
10-K
10/01/09
10.514.1
Code of Ethics.
10-KSB
6/30/03
14.128.1
Consultant and Employee Stock Compensation Plan.
10-SB

28.131.1
Certification of Principal Executive Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002.



X32.1
Certification of Chief Executive Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002.



X99.1
Representative Agreement with Environmental Management Systems Institute Inc.
10-KSB
6/30/03
99.199.2
Audit Committee Charter.
10-KSB
6/30/03
99.299.3
Disclosure Committee Charter.
10-KSB
6/30/03
99.3101.INS
XBRL Instance Document.
X101.SCH
XBRL Taxonomy Extension – Schema.
X101.CAL
XBRL Taxonomy Extension – Calculations.
X101.DEF
XBRL Taxonomy Extension – Definitions.
X101.LAB
XBRL Taxonomy Extension – Labels.
X101.PRE
XBRL Taxonomy Extension – Presentation.
X








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