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, 2010OR[   ]
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


(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 [   ]





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 [  ]     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
[   ]

Accelerated Filer
[   ]Non-accelerated Filer
[   ]

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 [  ]     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 12, 2010.

















PagePART I.Item 1.
Financial Statements.
3Financial Statements:Balance Sheets
F-1Statements of Operations
F-2Statements of Cash Flows
F-3Notes to Financial Statements
F-4Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
13Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
17Item 4.
Controls and Procedures.
17PART II.Item 1A.
Risk Factors.
18Item 6.
Exhibits.
18Signatures
19Exhibit Index
20





























-2-
  PART I – FINANCIAL INFORMATION
 
 ITEM 1.                      INTERIM FINANCIAL STATEMENTS
 
 FIRST AMERICAN SCIENTIFIC CORP.CONSOLIDATED BALANCE SHEETSMarch  31,2010


June 30,ASSETS





(unaudited)


2009CURRENT ASSETSCash




$
2,222

$
33,891Accounts receivable, net of allowance

139,155


69,759Sales tax refunds



16,832


8,115Prepaid expenses



1,037


4,457Inventory




125,145


156,502TOTAL CURRENT ASSETS

284,391


272,724PROPERTY AND EQUIPMENTProperty and equipment


267,815


218,798Less: accumulated depreciation


(161,818)


(159,010)TOTAL PROPERTY AND EQUIPMENT

105,997


59,788OTHER ASSETSTechnology rights and Patents,  net of amortization

351,371


460,256Investments in joint ventures


-


-TOTAL OTHER ASSETS

351,371


460,256TOTAL ASSETS


$
741,759

$
792,768LIABILITIES AND STOCKHOLDERS' EQUITYCURRENT LIABILITIESAccounts payable and accrued expenses
$
393,076

$
209,804Current portion of wages payable - related parties

1,071,100


1,027,000Current portion of Capital lease Obligation

12,036


-Loans  payable to related parties

116,140


82,053Deposits on Future Sales


-


156,697TOTAL CURRENT LIABILITIES

1,592,352


1,475,554LONG-TERM LIABILITIESCapital lease Obligations


22,321


-TOTAL LONG-TERM LIABILITIES

22,321


-TOTAL LIABILITIES



1,614,673


1,475,554STOCKHOLDERS' 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



253,600


126,800Additional paid-in capital


13,255,636


13,255,636Accumulated deficit



(14,582,102)


(14,265,175)TOTAL STOCKHOLDERS' EQUITY(DEFICIT)

(872,914)


(682,786)TOTAL LIABILITIES AND STOCKHOLDERS'EQUITY(DEFICIT)
$
741,759

$
792,768
 
 
 
 
 
 
 
 The accompanying condensed notes are an integral part of these interim consolidated financial statements
 F-1
 
 
 3
  -3-
  
 FIRST AMERICAN SCIENTIFIC CORPCONSOLIDATED STATEMENTS OF OPERATIONSAND COMPREHENSIVE INCOME (LOSS)Three months ended

Nine months endedMarch 31,

March 31,2010

2009

2010

2009(unaudited)

(unaudited)

(unaudited)

(unaudited)REVENUESRevenues from equipment and machine sales
$
259,646
$
245,000
$
1,222,461
$
477,000Royalties




27,000

54,000

27,000Expenses recovered

7,758

7,014

39,379

7,726Total Revenue

267,404

279,014

1,315,840

511,726COST OF SALES


144,374

131,476

743,549

236,166GROSS PROFIT


123,030

147,538

572,291

275,560OPERATING EXPENSESAmortization and depreciation

53,440

46,259

153,283

141,045Bad debt expense


-

320

-

2,374Commissions


-

-

4,734

-Marketing


1,479

4,170

5,626

46,228Professional services

12,127

9,692

83,662

46,613Salaries and wages


106,945

91,339

438,107

279,806Research and development

22,294

2,894

77,410

25,885Rent



3,431

3,373

8,282

9,021General and administration

36,138

10,741

100,994

35,493Total Operating Expenses

235,854

168,788

872,098

586,465LOSS FROM OPERATIONS

(112,824)

(21,250)

(299,807)

(310,905)OTHER INCOME (EXPENSE)Settlement of trade payable







5,500Foreign Exchange Gains ( losses )

(7,409)



(17,121)Total Other Income (Expense)

(7,409)

-

(17,121)

5,500LOSS BEFORE INCOME TAXES

(120,233)

(21,250)

(316,928)

(305,405)INCOME TAXES


-

-

-

-NET LOSS


(120,233)

(21,250)

(316,928)

(305,405)OTHER COMPREHENSIVE INCOME (LOSS)Comprehensive Income (loss)

-

3,620

-

13,046COMPREHENSIVE NET LOSS
$
(120,233)
$
(17,630)

(316,928)

(292,359)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

199,905,195
 
 
 
 The accompanying condensed notes are an integral part of these interim consolidated financial statements.
 F-2
  -4-
  
 FIRST AMERICAN SCIENTIFIC CORP.CONSOLIDATED STATEMENTS OF CASH FLOWSNine months endedMarch 312010

2009(unaudited)

(unaudited)CASH FLOWS FROM OPERATING ACTIVITIESNet loss





$
(316,928)
$
(292,359)Depreciation and amortization




153,283

141,045Stock and options issued for services and compensation

126,800

3,000Adjustments to reconcile net loss to net cashused by operations:Decrease (increase) in accounts receivable



(69,396)

25,297Decrease (increase) in sales tax refunds



(8,717)

20,640Decrease (increase) in inventory



31,357

15,992Decrease (increase) in prepaid expenses


3,420

(3,727)Increase (decrease)  in customer deposits held


(156,697)

(115,963)Increase (decrease)  in accounts payable & accrued expenses

158,803

(11,970)Increase (decrease)  in salaries payable to related parties

44,100

225,000Net cash provided (used) by operating activities


$
(33,975)
$
6,955CASH FLOWS FROM INVESTING ACTIVITIESSale (purchase) of equipment




(49,017)

17,585Net cash provided (used) in investing activities


$
(49,017)
$
17,585CASH FLOWS FROM FINANCING ACTIVITIESSettlement of debt




-

5,500Capital Lease Obligation




34,357

(17,237)Loans from related parties




34,087Net cash used by financing activities



$
68,444
$
(11,737)NET INCREASE (DECREASE) IN CASH




(14,548)

12,803Other comprehensive gain (loss) - foreign currency translation

(17,121)

13,013CASH - Beginning of period




33,891

6,901CASH - End of period




$
2,222
$
32,717
 
 
 
 
 
 The accompanying condensed notes are an integral part of these interim consolidated financl statements.
 F-3
  -5-
  FIRST AMERICAN SCIENTIFIC CORP.


Condensed Notes to Consolidated Financial Statements


March 31, 2010





NOTE 1 - ORGANIZATION AND DESCRIPTION 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 Delta, British Columbia, Canada and a demonstration and sales site in Abbotsford, British Columbia, Canada. The Company’s year-end is June 30th.





The foregoing unaudited interim financial statements of First American Scientific Corp. (hereinafter “FASC” or “the Company”) have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Regulation S-K as promulgated by the Securities and Exchange Commission (“SEC”).  Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements.  These unaudited interim financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s annual report on Form 10K for the year ended June 30, 2009.  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, 2010 are not necessarily indicative of the results that may be expected for the year ending June 30, 2010.





NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





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





F-4


-6-


FIRST AMERICAN SCIENTIFIC CORP. Condensed Notes to Consolidated Financial Statements
 March 31, 2010


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.





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 approximately $14.6 million through March 31, 2010, has limited cash resources and generated a net loss for the year to date nine month period of $316,928. These factors raise substantial doubt about the Company’s ability to continue as a going concern.  Management plans to substantially increase sales through current channels and develop new sales opportunities.  Management has also established plans designed to increase the sales of the Company’s products by continued research and development and combining technology and sales resources with its joint venture partners and with its Licensees.





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





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 carrying value of our long-lived assets, such as property and equipment and amortized intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, in accordance with guidance on the accounting for impairment or disposal of long-lived assets (Topic 360). We look to current and future profitability, as well as current and future undiscounted cash flows, excluding financing costs, as primary indicators of recoverability. An impairment loss would be recognized when the sum of the undiscounted future net cash flows expected to result from the use of the asset and its eventual disposal is less than the carrying amount. If impairment is determined to exist, any related impairment loss is calculated based on fair value. In complying with this standard, the Company reviews its long-lived assets annually.





As of March 31, 2010 no impairments were deemed necessary.





F-5





-7-





FIRST AMERICAN SCIENTIFIC CORP.


Condensed Notes to Consolidated Financial Statements


March 31, 2010





Principles of Consolidation


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




Revenue and Cost Recognition


Revenues from the sale of KDS machines are recognized when there is a sales contract, all terms of the contract have been completed, collectibility is reasonably assured and the products are shipped.  During the three months ended March 31, 2010, the Company recorded revenue of $267,404.





Revenue from licensing fees and royalties are recorded when they are received.





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





Reclassifications


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




Recent Accounting Pronouncements





In April 2010, the FASB issued ASU No. 2010-17, “Revenue Recognition – Milestone Method (Topic 605).” This ASU provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research and development transactions. This update will be affective in the second quarter of 2010. Adoption of this update is not anticipated to have a material impact on the Company’s consolidated results of operation or financial position.





In January 2010, the FASB issued ASU No. 2010-06, “Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements.” This ASU requires additional disclosures about significant unobservable inputs and transfers within Level 1 and 2 measurements. Adoption of this update did not have any impact on the Company’s consolidated results of operation or financial position.





In October 2009, the FASB issued ASU No. 2009-13, “Revenue Recognition (ASC 605): Multiple-Deliverable Revenue Arrangements.”  The guidance modifies the fair value requirements of ASC 605-25 by providing principles for allocation of consideration among its multiple elements, allowing more flexibility in identifying and accounting for separate deliverables under an arrangement. This guidance will be effective for revenue arrangements entered into or materially modified during 2010.  Adoption of this update did not have any impact on the Company’s consolidated results of operation or financial position.


F-6


-8-


FIRST AMERICAN SCIENTIFIC CORP.


Condensed Notes to Consolidated Financial Statements


March 31, 2010





In September 2009, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent).This Update provides amendments to Subtopic 820-10, Fair Value Measurements and Disclosures – Overall, for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent).  The amendments in this Update are effective for interim and annual periods ending after December 15, 2009.  Early application is permitted in financial statements for earlier interim and annual periods that have not been issued. The adoption of this Update will have no material effect on the Company’s financial condition or results of operations.





In August 2009, the FASB issued Accounting Standards Update 2009-05, Fair Value Measurements and Disclosures (Topic 820): Measuring Liabilities at Fair Value. This update provides amendments to Subtopic 820-10, Fair Value Measurements and Disclosures – Overall, for the fair value measurement of liabilities.  The guidance provided in this Update is effective for the first reporting period beginning after issuance. The adoption of this statement will have no material effect on the Company’s financial condition or results of operations





In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards CodificationTMand the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162, which is codified in FASB ASC 105, Generally Accepted Accounting Principles (“ASC 105”). ASC 105 establishes the Codification as the source of authoritative GAAP in the United States (the “GAAP hierarchy”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. Once the Codification is in effect, all of its content will carry the same level of authority and the GAAP hierarchy will be modified to include only two levels of GAAP, authoritative and non-authoritative. ASC 105 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. We adopted the requirements of ASC 105 in the third quarter of 2009; the adoption had no material effect on the Company’s financial condition or results of operation.





NOTE 3 – PROPERTY AND EQUIPMENT





The Company reclaimed and refurbished one previously sold Model S-4 KDS machine. This machine, along with ancillary equipment with a capitalized cost of $63,557 is located at our Abbotsford site and is being used as a demonstration unit.





On February 12, 2010, the Company signed a thirty seven month leasing agreement to finance the acquisition of a new bobcat / loader. The total lease commitment is Cdn $23,421 including taxes and interest.  After the final payment, the Company will have the option to purchase the equipment for $1800 Cdn at the end of the lease term. The lease commitment is personally guaranteed by two 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 $18,150 USD.





F-7


-9-


FIRST AMERICAN SCIENTIFIC CORP.


Condensed Notes to Consolidated Financial Statements


March 31, 2010





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 Cdn $38,624 including taxes and interest.  After the final payment, the Company will have the option to purchase the equipment for $10 Cdn at the end of the lease term. The lease commitment is personally guaranteed by two 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 $27,709 USD.





Depreciation expense for the three month period ended March 31, 2010 and 2009 were $14,477 and $12,412 respectively.





NOTE 4 – COMMON STOCK





During the three months ended March 31, 2010, the Company did not issue any shares of common stock of the Company.





NOTE 5 – STOCK OPTIONS





The Company’s board of directors approved the First American Scientific Corp. 2006 Non-qualified Stock Option Plan.  This plan allows the Company to distribute up to 5,000,000 shares of common stock options at a maximum share price of $0.04 to persons employed or associated with the Company.  This plan was not approved by the Company’s security holders. There is no express termination date for the options, authorized by the Company’s plans, although the Company’s board may vote to terminate any existing plan.  The exercise price of the options will be determined at the date of grant.





On July 1, 2008, pursuant to the Employment Agreements with two senior officers, the Company was obligated to grant options to purchase 4,000,000 at an exercise price of $0.02.





On July 1, 2009, pursuant to the Employment Agreements with two senior officers, the Company was obligated to grant options to purchase 4,000,000 at an exercise price of $0.02.





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%.  As a result, an amount of $ 126,800 was recorded as an expense in the quarter ended December 31, 2009, and an amount of $ 253,600 is recorded as the total value of outstanding obligations to grant stock options.





As of December 31, 2009 the Company did not have sufficient authorized capital to meet the obligation to issue the shares granted under the above options.





F-8


-10-


FIRST AMERICAN SCIENTIFIC CORP.


Condensed Notes to Consolidated Financial Statements


March 31, 2010





NOTE 6 – RELATED PARTIES





On June 30, 2009 the Board of Directors committed to pay outstanding amounts due to two of its senior officers by way of the grant of stock options to purchase shares at the fair market value on June 30, 2009.  The options will be issued upon the registration of a new Stock Option Plan.





At March 31, 2010, the Company owed its senior executives and its directors a total of $1,071,100 for unpaid accrued salary and $116,140 for short term 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 $38,624 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 two 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 USD.





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 $1800 at the end of the lease term. The lease commitment is personally guaranteed by two 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 USD.





Year ended

Principle

Taxes

Insurance

Interest

TotalJune 30th2010
$
4,204
$
504
$
648
$
1885
$
7,2412011
$
5,605
$
672
$
864
$
2,513
$
9,6542012
$
5,605
$
672
$
864
$
2,513
$
9,6542013
$
5,605
$
672
$
864
$
2,513
$
9,6542014
$
1,401
$
168
$
216
$
628
$
2,413











F-9


-11-


FIRST AMERICAN SCIENTIFIC CORP.


Condensed Notes to Consolidated Financial Statements


March 31, 2010





NOTE 8 – SUBSEQUENT EVENTS





There are no subsequent events to report. The Company has evaluated subsequent events through to May 14, 2010, the date the financial statements were available for issue.






































































F-10








-12-


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





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. Patents applications are pending in Malaysia, Korea and Japan.





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, Latvia, Brazil, Malaysia, South Korea, Japan, Mexico, and the UK.





On March 31, 2010 we had current assets of $284,391 and current liabilities of $1,592,352 compared to June 30, 2009 when we had $272,724 in current assets and $1,475,554 in current liabilities. The current liabilities include amounts owed to its two senior Officers in the amount of $1,187,240.  The Company has $34,357 in long term debt under a 48 month capital lease agreement for the purchase of a new generator and a loader.  Our working capital ratio on March 31, 2010 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.





Accounting issues





Management believes that the carrying value of its technology licenses, patents and manufacturing rights are fairly stated at cost less amortization based upon the estimated present value of cash flows. Revenue is recognized when the equipment is delivered.





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 at which time it is recognized as revenue. Generally, deposits received are non-refundable.





Method of Accounting for our Interest in Joint Ventures




In the year ended June 30, 2008 the Company changed its method of accounting for its investment in the Malaysian joint venture to the equity method. Consequently, the carrying value of the asset was reduced by its share of the accumulated losses incurred to date.  As of June 30, 2009, due to the lack of availability of audited financial reports, we concluded that there is doubt regarding the ability of the joint venture to continue as a going concern, and consequently, we reduced the carrying value of our interest in the Malaysian joint venture to zero.  This valuation is to be reviewed annually.





During the year ended June 30, 2009, we entered into an agreement to form a joint venture in Korea. As of September 30, 2009, due to the lack of availability of audited financial reports, we concluded that there is  doubt regarding the ability of the joint venture to operate as going concern,  and consequently, we have reduced  the carrying value of our interest in the Korean joint venture to zero.  This valuation is to be reviewed annually.


-13-


Going Concern





As shown in the accompanying financial statements, we have incurred significant losses since inception.  The future of our Company is dependent upon our ability to obtain sufficient financing and upon achieving future profitable operations.  These factors, among others, raise substantial doubt about our Company’s ability to continue as a going concern.  The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.





As of March 31, 2010 there were 199,952,195 shares of our common stock issued and outstanding; unchanged from the previous quarter.




Results of Operations – March 31, 2010





Revenue from equipment sales for the quarter was $267,404 compared to $279,014 for the same quarter last year. Sales this quarter were for the sale of one KDS machine and recovery of expenses. Net losses for the quarter were $120,233 compared to a net loss of $17,630 for the same quarter last year.





Revenue for the nine months period ending March 31, 2010 was $1,315,840 compared to $511,726 for the same period last year.  Net losses for the nine month period were $316,928 compared to a net loss of $292,359 for the same period last year.





Generally, sales have been increasing as our marketing efforts system wide are gaining momentum and our products are achieving market acceptance.





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





Project Updates





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





The joint venture sold two KDS machines during the current fiscal year and four more machines sales to be completed next quarter.  Royalties received last fiscal fiscal year amounted to $40,291 USD on two sales.  Royalties on the next four units sold should be received next quarter.





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





The joint venture sold one KDS machines last year, has a second sale is to complete this year.  Royalties received last year were $13,500 and $13,500 has been received so far this year.





JP Steelplantech Company - License for 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.


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JP Steel must also pay a royalty to FASC for each machine manufactured and sold in Japan. Two machines were sold last year and three machines were sold this so far year for a total of five to date in Japan.  Royalties received so far this year were $40,500.





Sodif S.A. de C.V. – License for Mexico





In June 2007 we signed an exclusive marketing agreement with a group in Mexico.  One condition of exclusivity was that they purchase a demonstration machine and adapt it to the local market conditions.  The machine has been delivered and is operational. The customer is now developing a unique food product which it plans to launch in 2010. No other KDS machines have been sold so far under this agreement.





Cover Technologies Inc – License for eastern USA





In October 2008, we signed an exclusive marketing license with this group for eastern USA.  One condition of exclusivity was that they purchase a demonstration machine and adapt it to the local market conditions.  The machine has now been set up and is operational. The customer is now developing applications for the paper and biomass industries on the eastern seaboard of the USA. No other KDS machines have been sold so far under this agreement.





SIA EHT Engineering  – License for Latvia





In October 2009 we signed an exclusive marketing agreement with this company 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 is has developed a unique algae/fertilizer product which it sells in Northern Africa. The first demonstration machine was delivered in 2009 and is operational. A second machine was delivered this quarter.





Other  contracts and agreements:





Agreementin 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 become involved in a joint venture.  A new agreement has been reached and is now being translated into Portuguese which we expect to be signed this quarter.





Memorandum of Understanding – Hong  Kong





The Company has reached an agreement with a Hong Kong engineering firm to run demonstration trials processing sludge from a waste water treatment site in Mainland China. Formal plans and documentation are now being finalized. The project, if successful, will result in the sale of one KDS machine, and could expand to include further multiple sales.





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.


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Employment Agreements with Senior Management





On July 1, 2008 the Company signed an Employment Agreement with two of its senior officers providing an option for the issue of stock in lieu of payment for unpaid salaries and loans, grant of annual stock options, and provisions for compensation on termination due to change of control or otherwise, and to provide for collateral for unpaid debts. These agreements also provide for an acceleration of the total contracted amounts due until the end of term of the contract in case of early termination or due to change of control.





Tabular Disclosure of Contractual Obligations:




Payments due by periodTotal

Less

than 1

year

1-3

years

3-5

years

More

than 5

yearsContractual ObligationBC Capital
$38,616

$7,241

$19,308

$12,067

nil





Research and Development





We continue to focus on improving the KDS equipment’s processing capacity and improve efficiencies for several different applications. We have determined that processing of softer materials such as biomass and pulp sludge currently represent the highest and best use for our technology and the most probable to generate sales. A fully equipped demonstration facility is set up in Abbotsford, Canada, to perfect the sludge application and improve the KDS machine drying capabilities. Progress will be announced as it materializes, but, presently, due to cash flow limitations, new research is moving ahead only as funds become available.





Inflation





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





Foreign Operations





We rent office space in Abbotsford, British Columbia, Canada, and our demonstration facility is located on the adjacent property.





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 total financial position, these changes are not considered material at this time.





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





Trends





Sales efforts are beginning to bring results, particularly in the waste to green energy sector, a sector where international government support and funding is growing.  The Company sold one system this quarter and has orders in progress for four units to complete next quarter.





To meet the expected growth in demand we have hired new marketing staff and we continue to expand our marketing network throughout the USA, Canada and Mexico, Asia, Europe, and South America.





Based upon recent sales and current prospects, we anticipate revenue for the fiscal year ending June 30, 2010 to be in the range of $1,600,000 to $2,000,000.





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 Internal Controls





a)         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 and the chief financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)). Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in 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 the chief financial officer, to allow timely decisions regarding required disclosures.





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b)         Changes in Internal Control over Financial Reporting





There have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the period ended March 31, 2010, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has not remediated the material weakness disclosed in our June 30, 2009 Form 10-K.








PART II. OTHER INFORMATION





ITEM 1A.       RISK FACTORS





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





ITEM 6.          EXHIBITS.





The following documents are included herein:





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





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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 17th day of May, 2010.





FIRST AMERICAN SCIENTIFIC CORP.(Registrant)BY:
BRIAN NICHOLSJ. Brian NicholsPresident, Principal Executive Officer and a member of the Board of DirectorsBY:
CALVIN KANTONENCalvin L. KantonenPrincipal Financial Officer, Treasurer, and Chairman of the Board Of Directors

































































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EXHIBIT INDEX








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






















































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