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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-QSB



|[ x ] | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities  Exchange Act of 1934
|----- | ----------------------------------------------------------------------------------------
|      | FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2005                                        
|OR    |                                                                                         
|[   ] | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|      | For the transition period from ________ to ________                                     

Commission File Number: 000-27094

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



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

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

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

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

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

As of January 27, 2006, we have a total amount of shares issued and outstanding of: 189,408,955

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PART I.

ITEM 1.     FINANCIAL STATEMENTS

FIRST AMERICAN SCIENTIFIC CORP.
Consolidated Financial Statements

TABLE OF CONTENTS



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





















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

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

F-1



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

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|FIRST AMERICAN SCIENTIFIC CORP.                               
|--------------------------------------------------------------
|CONSOLIDATED STATEMENTS OF CASH FLOWS                         
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|CASH FLOWS FROM OPERATING ACTIVITIES                          
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|Net cash provided (used) by operating activities              
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|CASH FLOWS FROM INVESTING ACTIVITIES                          
|Net cash provided (used) in investing activities              
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|CASH FLOWS FROM FINANCING ACTIVITIES                          
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|Net cash used by financing activities                         
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|NET INCREASE (DECREASE) IN CASH                               
|Other comprehensive gain (loss) - foreign currency translation
|                                                              
|CASH - Beginning of year                                      
|CASH - End of period                                          
|                                                              
|SUPPLEMENTAL CASH FLOW DISCLOSURES:                           
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|                                                              
|NON-CASH FINANCING AND INVESTING TRANSACTIONS:                
|                                                              
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|                                                              
|                                                              





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

F-3



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|FIRST AMERICAN SCIENTIFIC CORP.           
|------------------------------------------
|Notes to Consolidated Financial Statements
|December 31, 2005                         

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, 2005.  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 three month period ended December 31, 2005 are not necessarily indicative of the results that may be expected for the year ending June 30, 2006.

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



F-4

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|FIRST AMERICAN SCIENTIFIC CORP.           
|------------------------------------------
|Notes to Consolidated Financial Statements
|December 31, 2005                         

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 $11,776,936 through December 31, 2005 and has limited cash resources.  The Company recorded minimal sales during the period ended December 31, 2005 and generated a net loss of $166,075.  These factors raise substantial doubt about the Company's ability to continue as a going concern.  Management plans to substantially increase sales through current channels and develop new sales opportunities.  Management has also established plans designed to increase the sales of the Company's products by continued research and development and combining technology and sales resources with its joint venture partners and with its Licensees.

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

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

Revenue and Cost Recognition
Revenues from the sale of KDS machines are recognized when there is a sales contract, all terms of the contract have been completed, collectibility is reasonably assured and the products are delivered.  During the six months ended December 31,  2005, the Company sold two licenses, sold one machine, and contracted to sell one machines in the future.

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

ReclassificationsCertain prior year amounts in the accompanying financial statements have been reclassified to conform to the fiscal 2005 presentation.







F-5

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|FIRST AMERICAN SCIENTIFIC CORP.           
|------------------------------------------
|Notes to Consolidated Financial Statements
|December 31, 2005                         

Recent Accounting PronouncementsIn December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 153 (hereinafter "SFAS No. 109").  This statement addresses the measurement of exchanges of nonmonetary assets.  The guidance in APB Opinion No. 29, "Accounting for Nonmonetary Transactions," is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged.  The guidance in that opinion, however, included certain exceptions to that principle.  This statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance.  A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange.  This statement is effective for financial statements for fiscal years beginning after June 15, 2005.  Earlier application is permitted for nonmonetary asset exchanges incurred during fiscal years beginning after the date of this statement is issued.  During the year ended June 30, 2005, the Company adopted SFAS No. 153.  The Company has determined that there was no financial impact from the adoption of this statement.

In November 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 151, "Inventory CostsC
 an amendment of ARB No. 43, Chapter 4". This statement amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter 4, previously stated that ". . . under some circumstances, items such as idle facility expense, excessive spoilage, double freight, and rehandling costs may be so abnormal as to require treatment as current period charges. . . ." This statement requires that those items be recognized as current-period charges regardless of whether they meet the criterion of "
so abnormal."
 In addition, this statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. This statement is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. Management does not believe the adoption of this statement will have any immediate material impact on the Company.

In December 2004, the Financial Accounting Standards Board issued a revision to Statement of Financial Accounting Standards No. 123R, "Accounting for Stock Based Compensations."  This statement supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees," and its related implementation guidance.  This statement establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services.  It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments.  This statement focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions.  This statement does not change the accounting guidance for share based payment transactions with parties other than employees provided in Statement of Financial Accounting Standards No. 123.  This statement does not address the accounting for employee share ownership plans, which are subject to AICPA Statement of Position 93-6, "Employers' Accounting for Employee Stock Ownership Plans. Management does not believe the adoption of this statement will have any immediate material impact on the Company.

F-6

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|FIRST AMERICAN SCIENTIFIC CORP.           
|------------------------------------------
|Notes to Consolidated Financial Statements
|December 31, 2005                         

NOTE 3 - COMMON STOCK

During the three months ended December 31, 2005, the Company issued common stock shares as follows:

3,750,000 shares upon the exercise of options for management salaries with a fair market value of $150,000; 650,000 shares upon the exercise of options for commissions with a fair market value of $22,100;  250,000 shares upon the exercise of options for accounting services with a fair market value of $8,500; and 550,000 shares of common stock upon the exercise of options for rent and expenses with a fair market value of $22,000;

NOTE 4 - STOCK OPTIONS

The Company's board of directors approved the First American Scientific Corp. 2005 Non-qualified Stock Option Plan.  This plan allows the Company to distribute up to 10,000,000 shares of common stock options at a maximum share price of $0.05 to persons employed or associated with the Company.  This plan was not approved by the Company's security holders.

During the three months ended March, the Company granted 5,200,000 options of which all  were immediately exercised.

NOTE 5 - RELATED PARTIES

At December 31, 2005, the Company owed two of its senior executives $75,000 for accrued salary and $ 155,736  for loans made to the Company.

NOTE 6 - CONTRACTS

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

F-7

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|FIRST AMERICAN SCIENTIFIC CORP.           
|------------------------------------------
|Notes to Consolidated Financial Statements
|December 31, 2005                         

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

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

NOTE 7 - SUBSEQUENT EVENTS

As of January 26, 2006, the Company has withdrawn from the United Zeolite Products Ltd joint venture and has removed its equipment from the site.





















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ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS - December 31, 2005

Liquidity and Capital Resources

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

On December 31, 2005 we had current assets of $ 464,350 and current liabilities of $ 204,910 compared to the previous year on December 31, 2004 when we had $  209,595 in current assets and $ 43,482 in current liabilities. Our working capital ratio on December 31, 2005 was 2.26 : 1, compared to the working capital ratio was  4.8  :  1 on December  31, 2004.    The company is maintaining a positive working capital position and has no long term debt other than advances from two of its directors.

Sustainable Development Technology Canada (SDTC) Funding

In October 2004, Sustainable Development Technology Canada (SDTC) awarded a $600,000 Cdn research grant to AGES to construct and install a complete waste to energy KDS 3000 System at a pulp mill in eastern Canada. (see AGES on page 3)

Waste Resources Action Program (WRAP) Research Funding

In September 2004, we signed an agreement wherein WRAP has agreed to provide funding to develop "value enhanced end-products" from the output of the KDS machine. WRAP has agreed to provide $1,000,000 USD for the purchase and installation of one complete KDS system to be located at an industrial site in England. The fund will also pay for market research, scientific research, re-design and adaptation costs for the equipment and supplementary systems for industry-specific applications. FASC engineering staff will assist in managing the project. The goals of the project are to demonstrate the KDS technology in a working environment, optimize ancillary equipment to improve its efficiency, and identify markets for recycled end products.  The first machine was sold and paid for, then shipped to Aylesford Newsprint in London, England where it is now in operation. In January 2006, a 60 day continuous run test was commenced. Final evaluation results will be announced when they become available.



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University of Tennessee  - USDA Funding

In July 2004, we were selected to participate with the University of Tennessee in a Biomass Research Initiative project funded by the US Dept of Agriculture. First American Scientific Co. was identified as a key industry partner for its history of developing novel size reduction and separation processes. The project is ongoing.  No new reports are available for this quarter.

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 2006.  The Company met this minimum sales target in fiscal year 2005, and has two contracts signed already in 2006. Sales are booked when the equipment is delivered.

Our auditors have issued a going concern statement because we do not have sufficient cash flow for us to maintain our operation for the next year.  Consequently, our management will have to seek additional capital from new equity securities offerings, loans, or other fund raising activities to maintain our operation should new sales and receipt of receivables not materialize. Some relief has come from deferment of payment of salaries and loans due to our senior management which aggregate approximately $ 231,000 as of December 31, 2005.

As of December 31, 2005 there were 189,408,955 shares issued and outstanding.

Results of Operations - Quarter ending December 31, 2005

Revenue for the quarter ended December 31, 2005 was $ 196,799 compared to $ 180,058 for the same period last year. Sales efforts are ongoing with one license and  one machine sale being finalized in the quarter.

Comprehensive net losses for the quarter ended December 31, 2005 were $ 166,075 compared to a loss of $ 230,381 for the same period last year or less than $0.01 per share in each period. Efforts to increase revenue and to control and reduce operating costs are continual.

The company will participate in profits and royalties from three separate joint venture agreements as follows:

United Zeolite Products Ltd. Joint Venture

In February 2004, FASC became a 1/3rd partner, along with C2C Zeolite Corp and Zeotech Enviro Corp, in United Zeolite Products Ltd, a BC company formed to build and operate a  specialty zeolite processing plant in Princeton, B.C. UZP has a $ 5,000,000 Cdn contract to supply of micronized zeolite to Halliburton Group Canada.  In August 2004  Thelon Ventures Ltd., a Canadian company committed $ 450,000 Cdn in cash to UZP as a condition to become a fourth equal partner in UZP,  thereby by reducing each of the existing partners' equity position to 25 % each of UZP's outstanding shares, but providing the balance of funds determined to complete the construction of the



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Princeton facility. The KDS equipment was delivered and operational on September 30, 2004, however, material handling and drying equipment has not been installed. No raw materials were delivered to Princeton for processing, and the Princeton plant is not operating. The Halliburton contract has been supplied through alternate means. UZP's  revenue during its first year of operation was $ 141,907, but it had accumulated a deficit of $214,420 since commencement of operations. No royalties or payments have been received by FASC to date. As of January 26, 2006, facing irreconcilable differences between the joint venture partners, FASC has withdrawn from the joint venture and has removed its equipment from the site. The discontinuation of this project was not due to the KDS systems ability to produce micronized zeolite which all have agreed was of excellent  quality. FASC is now discussing options with other parties to fulfill the need for light weight, fast setting concrete for the oil industry.

Malaysian Joint Venture

In September 2004 the Company signed an agreement to form a new Malaysian company, FASC (Malaysia) Sdn. Bhd to construct a fully operational palm waste processing plant to be 100 % financed by the Malaysian partners. FASC (Malaysia) Sdn. Bhd. Has been granted exclusive license to market the KDS equipment in Malaysia, Thailand, Singapore,and Indonesia.  In addition to earning royalties for all KDS equipment sold in Malaysia, FASC will share equally in the operating profits of the joint venture and retain a 50 % ownership in FASC (Malaysia) Sdn. Bhd.  A model KDS250 machine was purchased by FASCM and shipped to Malaysia in August 2004.  Subsequently, FASM constructed a bigger model MF - 777 which was installed in a biomass power plant in east Malaysia. A second model MF - 777 has been constructed  and is operating at FASCM's test site.  Ongoing trials and evaluation are still taking place.

Alternative Green Energy Systems Inc - Joint Venture

In February 2004, AGES  was granted a new 21 year exclusive license to design, manufacture and sell a large scale KDS 3000 machine for exclusive use in the pulp & paper industry in Canada, the USA and Europe.  Plans for construction of the new KDS Model 3000 have been finalized and the first unit is being constructed. The smaller Model 250 test machine remains at Atlantic Packaging Ltd.'s paper recycling facility in Whitby, Ontario. In October 2005, AGES received $ 700,000 Cdn in new funding from its shareholders and has sufficient funds to complete the Flakeboard project. FASC did not participate in the September cash call by AGES thereby reducing its percentage ownership to 12 % , while effective October 19, 2005, Hydro Quebec Capitech Inc became the majority and controlling shareholder of AGES.  FASC continues to support AGES in its efforts to make this project a success. The KDS 3000 machine is complete and is now in the final stages of evaluation. Upon satisfactory operation, it will be delivered to the pulp mill site in Nova Scotia, Canada.

Other material contracts:

Waste Resources Action Program - UK

Under agreement with FASC, WRAP has agreed to provide up to $1,000,000 USD for the purchase and installation of one complete KDS system to be located at a local pulp mill in the UK and for market research, scientific research and re-design of supplementary systems for industry-specific applications.. For the project, the KDS will be the key technology to dewater sludge and enable the separation and recycling of fibre and clay for a variety of applications. The machine was installed in January 2005 and now is in full operation.



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JP Steelplantech Co.- Japan

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

JNK Heaters Co. Ltd - Korea

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

City of Prince George, Canada

FASC has signed a Memorandum of Understanding the City of Prince George, BC, Canada  to assist in solving its environmental cleanup problems with sewage sludge using the KDS Micronex system. This will be the first operation of its kind in the world where the strictly regulated Class B municipal sludge can now be cleaned, bagged and profitably sold to the public as a soil amendment"
 The initial runs will be monitored for three months, and if satisfactory, the city will establish a permanent facility and purchase up to 4 KDS Micronex machines. Expected date for commencement of operations is March 2006.

Research and Development

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

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.



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Foreign Operations

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

Trends

Sales efforts are beginning to bring results with five systems sold in the last six quarters and two new license agreements signed this fiscal year. Based upon the sale of a minimum of one machine per quarter, plus royalties and license fees, we have projected sales of at least $ 1,000,000  to $ 2,000,000  next year.

Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 153 (hereinafter "SFAS No. 109").  This statement addresses the measurement of exchanges of nonmonetary assets.  The guidance in APB Opinion No. 29, "Accounting for Nonmonetary Transactions," is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged.  The guidance in that opinion, however, included certain exceptions to that principle.  This statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance.  A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange.  This statement is effective for financial statements for fiscal years beginning after June 15, 2005.  Earlier application is permitted for nonmonetary asset exchanges incurred during fiscal years beginning after the date of this statement is issued.  During the year ended June 30, 2005, the Company adopted SFAS No. 153.  The Company has determined that there was no financial impact from the adoption of this statement.

In November 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 151, "Inventory Costs - an amendment of ARB No. 43, Chapter 4". This statement amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter 4, previously stated that ". . . under some circumstances, items such as idle facility expense, excessive spoilage, double freight, and rehandling costs may be so abnormal as to require treatment as current period charges. . . ." This statement requires that those items be recognized as current-period charges regardless of whether they meet the criterion of "so abnormal." In addition, this statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. This statement is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. Management does not believe the adoption of this statement will have any immediate material impact on the Company.





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In December 2004, the Financial Accounting Standards Board issued a revision to Statement of Financial Accounting Standards No. 123R, "Accounting for Stock Based Compensations."  This statement supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees," and its related implementation guidance.  This statement establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services.  It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments.  This statement focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions.  This statement does not change the accounting guidance for share based payment transactions with parties other than employees provided in Statement of Financial Accounting Standards No. 123.  This statement does not address the accounting for employee share ownership plans, which are subject to AICPA Statement of Position 93-6, "Employers' Accounting for Employee Stock Ownership Plans. Management does not believe the adoption of this statement will have any immediate material impact on the Company.

ITEM 3.     CONTROLS AND PROCEDURES

Quarterly evaluation of our disclosure controls and internal controls

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

CEO and CFO certifications

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

Disclosure controls and internal controls

Disclosure Controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 (Exchange Act), such as this quarterly report, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's (SEC) rules and forms. Disclosure Controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate to



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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 decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. However, upon discovery that the controls have become inadequate, they will be changed.

Scope of the Controls Evaluation

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

Among other matters, we sought in our evaluation to determine whether there were any "significant deficiencies" or "material weaknesses" in our Internal Controls, or whether we had identified any acts of fraud involving personnel who have a significant role in our Internal Controls. This information was important both for the Controls Evaluation generally and because items 5 and 6 in the Section 302 Certifications of the CEO and CFO require that the CEO and CFO disclose that information to our Board of Directors Audit Committee and to our independent auditors and to report on related matters in this section of the quarterly report. In the professional auditing literature, "significant deficiencies" are referred to as "reportable conditions"; these are control issues that could have a significant adverse effect on the ability to record, process, summarize and report financial data



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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.

PART II.

ITEM 6.     EXHIBITS

|(c) | Exhibit No. | Document                                                                                                                                                            
|--- | ----------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |             |                                                                                                                                                                     
|    | 10.1        | Termination Agreement between First American Scientific Corp, Zeo-Tech Enviro Corp., C2C Zeolite Corporation, Thelon Ventures Ltd., and United Zeolite Products Ltd.
|    |             |                                                                                                                                                                     
|    | 31.1        | Certification of Principal Executive Officer pursuant to Rule 13a-15(a) and Rule 15d-15(a), promulgated under the Securities Exchange Act of 1934, as amended       
|    |             |                                                                                                                                                                     
|    | 31.2        | Certification of Principal Financial Officer pursuant to Rule 13a-15(a) and Rule 15d-15(a), promulgated under the Securities Exchange Act of 1934, as amended.      
|    |             |                                                                                                                                                                     
|    | 32.1        | Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act of 2002 (Chief Executive Officer)                    
|    |             |                                                                                                                                                                     
|    | 32.2        | Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act of 2002 (Chief Financial Officer)                    



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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 27th day of January, 2006.



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























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