UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~February 123, ~~2011~~2012

AMERICAN SCIENTIFIC RESOURCES, INCORPORATED

(Exact name of registrant as specified in its charter)

Nevada	333-164517	14-1820954
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

1112 Weston Road, Unit 278

Weston, Florida 33326

(Address of principal executive offices)

(847) 386-1384

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 51.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

On February 923, 2012, American Scientific Resources, Incorporated, a Nevada corporation (the ~~board~~“Company”), ofentered ~~directors~~into an asset purchase agreement (the “~~Board~~Asset Purchase Agreement”) ofwith American Scientific Resources, Inc., a Delaware corporation (the “~~Company~~Purchaser”). Pursuant ~~appointed~~to ~~Austin~~the ~~Kazinetz~~Asset toPurchase ~~serve~~Agreement, the Company sold certain receivables and certain asintellectual property to the Purchaser for a ~~member~~purchase price consisting of ~~the~~(i) ~~Board~~$50,000 ~~until~~cash advanced at closing and (ii) a royalty for up to five years from the ~~next~~date ~~annual~~of ~~stockholders~~closing equal to 5% of the Purchaser’s ~~meeting~~net revenues less returns less direct costs and joint marketing money up to a maximum of $4,000,000. Royalty payments will be remitted on the 15th day of each month 75 days in arrears for each calendar month.

~~Mr. Kazinetz, 55, has served as the~~The ~~Chief~~transferred ~~Executive~~receivables ~~Officer~~and ofintellectual ~~Mortgage~~property ~~Superstore,~~were ~~Inc.~~used ~~since~~to ~~November~~manufacture ~~2002,~~and asmarket ~~the~~certain ~~Chief Executive Officer~~ of ~~Bankers~~the ~~Title~~ Company’s healthcare ~~since~~and ~~June~~medical ~~1991~~device products, asincluding the Disintegrator ~~Chief~~home ~~Executive~~needle ~~Officer~~destruction ofdevice ~~Group~~(the ~~Service Organization since 2005 and as a real estate sales person for~~“Disintegrator”) ~~Harvard Realty~~ and ~~Investments~~the ~~since~~VeraTemp ~~1994.~~Non-Contact Mrthermometers. ~~Kazinetz~~The ~~earned~~Company ~~his~~retained, ~~Bachelor~~among ofother ~~Science~~things, ~~degree~~its inKidz-Med ~~Accounting~~product ~~and~~line, ~~Finance~~certain ~~from the~~trademarks, ~~University~~the ofright ~~Florida~~to market and ~~attended~~sell the ~~MBA~~remaining ~~program~~Disintegrator atinventory ~~Harvard~~in ~~Business~~its ~~School.~~possession, ~~The~~its ~~Company~~Food ~~believes~~and ~~that~~Drug ~~Mr.~~Administration ~~Kazinetz’s business~~(“FDA”) ~~experience,~~and ~~his~~ISO13485 ~~management~~compliant ~~expertise~~facility, ~~and~~FDA ~~network~~approvals ofnecessary ~~contacts~~to ~~will~~operate ~~help~~as ~~the~~a ~~Company~~medical ~~develop~~device, ~~its~~repackaging ~~business~~or ~~strategies~~contract ~~and thus he~~manufacturing ~~will~~business beand aits ~~valuable~~goodwill ~~addition~~and tocorporate ~~the Board~~franchise.

~~There~~The Purchaser isalso noassumed ~~family~~an ~~relationship~~aggregate ~~between~~of $1,785,745 of principal Mrand interest owed by the Company under certain of its outstanding convertible notes. ~~Kazinetz~~The Asset Purchase Agreement provides that if within five years from the date of closing either (i) all of the issued and outstanding shares of common stock of the Purchaser are sold to a third party or (ii) all or substantially all of the assets of the Purchaser are sold to a third party, then the Purchaser shall pay the Company $4,000,000 less any amounts already paid by the Purchaser to the Company as a part of the purchase price described above. Also on February 23, 2012, the Company, the Purchaser and the holders of assumed debt entered into a consent agreement (the “Consent Agreement”) pursuant to which the holders consented to the Purchaser’s ~~directors~~assumption orof the ~~officers~~debt and agreed to release the Company of all legal and financial responsibility, indebtedness and liability with respect to the notes.

~~There~~Robert ~~are~~Faber, nothe ~~related~~Company’s ~~party~~President and ~~transactions~~Chief Executive Officer and Chairman of the board of directors, and Jason Roth, the Company’s Senior ~~reportable~~Vice ~~under~~President ~~Item~~and ~~5.02~~Director of ~~Form~~Business ~~8-K~~Development and ~~Item~~a ~~404(~~director, are officers and directors of the Purchaser. The transaction was approved by a) majority of ~~Regulation~~the ~~S-K~~disinterested members of the Company’s board of directors pursuant to Section 78.140 of the Nevada Revised Statutes.

~~Item~~The foregoing 8descriptions of the Asset Purchase Agreement and the Consent Agreement are qualified in their entirety by reference to the respective copies of such agreements, which are filed as Exhibits 10.011 ~~Other~~and ~~Events~~10.2 hereto and are incorporated herein by reference.

~~The~~Item ~~Company is authorized to issue 500,000,000 shares of common stock, par value $0~~2.~~0001 per share~~01. AsCompletion of ~~September~~Acquisition ~~30,~~or ~~2011,~~Disposition ~~it had 20,770,452 shares~~ of ~~common stock issued and outstanding~~Assets. Between October 1, 2011 and February 15, 2012, the Company issued an aggregate of 157,040,829 shares of common stock to certain investors in connection with the conversion of $457,761 of convertible note principal. Mainly because of these conversions, the Company’s issued and outstanding common stock as of February 15, 2012 was 175,018,052 shares. The outstanding principal balance remaining on the convertible notes as of February 15, 2012 was $558,832. If the convertible note holders would convert the remaining principal balances at February 15, 2012 in their entirety at the conversion rates in effect on February 15, 2012, the Company expects that it would need to issue approximately 302,000,000 additional shares of common stock.

The information provided in Item 1.01 is hereby incorporated into this Item 2.01 by reference.

~~SIGNATURES~~Item 9.01. Financial Statements and Exhibits.

~~Pursuant to the requirements of the Securities Exchange Act~~ (d) ~~of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Exhibits.

	American Scientific Resources, Incorporated
Exhibit No.	Description
Date: February 21, 2012	By:	/s/ Robert T. Faber
10.1	Asset Purchase Agreement, dated as of February 23, 2012.
		Name: Robert T. Faber
10.2	Form of Consent Agreement, dated as of February 23, 2012.
		Title: President and Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	American Scientific Resources, Incorporated


Date: February 24, 2012	By:	/s/ Robert T. Faber
		Name: Robert T. Faber
		Title: President and Chief Executive Officer

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