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~~ event reported): February 2327, 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~~ 1~~.01. Entry into a Material Definitive Agreement.~~

~~On February~~Item 23, 2012, American Scientific Resources, Incorporated, a Nevada corporation (the “Company”), entered into an asset purchase agreement (the “Asset Purchase Agreement”) with American Scientific Resources, Inc1.~~, a Delaware corporation (the “Purchaser”)~~03. ~~Pursuant~~ toBankruptcy ~~the~~or Asset Purchase Agreement, the Company sold certain receivables and certain intellectual property to the Purchaser for a purchase price consisting of (i) $50,000 cash advanced at closing and (ii) a royalty for up to five years from the date of closing equal to 5% of the Purchaser’s net revenues less returns less direct costs and joint marketing money up to a maximum of $4,000,000Receivership. ~~Royalty payments will be remitted on the 15th day of each month 75 days in arrears for each calendar month.~~

~~The~~On ~~transferred~~February ~~receivables~~27, ~~and~~2012, ~~intellectual~~an ~~property~~involuntary ~~were~~Petition ~~used~~under toChapter ~~manufacture~~7 ~~and market certain~~ of the ~~Company’s~~United ~~healthcare and~~States ~~medical~~Bankruptcy ~~device~~Code ~~products,~~was ~~including~~filed ~~the Disintegrator~~against ~~home needle destruction device (~~the ~~“Disintegrator”) and~~Company in the ~~VeraTemp~~United ~~Non-Contact~~States ~~thermometers.~~Bankruptcy ~~The~~Court ~~Company~~for ~~retained,~~the ~~among~~Southern ~~other~~District ~~things,~~of ~~its~~Florida. ~~Kidz-Med~~No order ~~product~~for ~~line,~~relief ~~certain~~has ~~trademarks, the~~been ~~right~~entered toby ~~market~~the ~~and~~Bankruptcy ~~sell~~Court ~~the~~nor ~~remaining~~has ~~Disintegrator~~a ~~inventory~~trustee in ~~its~~bankruptcy ~~possession,~~been ~~its~~appointed ~~Food~~by ~~and~~the ~~Drug~~U.S. ~~Administration~~Trustee. ~~(“FDA”)~~The ~~and~~Company ~~ISO13485~~does ~~compliant~~not ~~facility,~~intend ~~FDA approvals necessary~~ to ~~operate~~seek asdismissal aof ~~medical~~this ~~device, repackaging or contract manufacturing business and its goodwill and corporate franchise~~Petition.

~~The Purchaser~~As ~~also~~a ~~assumed~~result ~~an aggregate~~ of ~~$1,785,745~~this ofChapter ~~principal and~~7 ~~interest owed by~~ proceeding, the Company ~~under~~will ~~certain~~no oflonger ~~its~~file ~~outstanding~~periodic ~~convertible~~reports ~~notes.~~under ~~The Asset Purchase Agreement provides that if within five years from~~ the ~~date~~Securities ofExchange ~~closing~~Act ~~either (i) all~~ of ~~the~~1934 ~~issued~~ and ~~outstanding~~thus ~~shares of common stock of the Purchaser are sold to a third party or~~ (iii) ~~all~~its orCommon ~~substantially~~Stock ~~all~~will ~~of the assets of the Purchaser are sold to a third party, then the Purchaser~~no ~~shall~~longer ~~pay~~be ~~the~~traded ~~Company~~on ~~$4,000,000 less any amounts already paid by~~ the ~~Purchaser~~Over to the ~~Company~~Counter asBulletin ~~a part of the purchase price described above. Also on February 23~~Board, ~~2012, the Company, the Purchaser~~ and ~~the holders of assumed debt entered into a consent agreement~~ (~~the “Consent Agreement”~~ii) ~~pursuant~~its toshares ~~which~~will ~~the~~no ~~holders~~longer ~~consented~~be toeligible ~~the~~for ~~Purchaser’s~~legend ~~assumption~~removal ofunder ~~the~~Rule ~~debt~~144 ~~and~~for ~~agreed~~failure to ~~release~~continue ~~the~~to ~~Company~~meet ofthe ~~all~~current ~~legal~~reporting ~~and~~requirement ~~financial~~under ~~responsibility,~~Rule ~~indebtedness and liability with respect to the notes~~144.

~~Robert~~Item ~~Faber,~~5.02. ~~the~~Departure ~~Company’s President and Chief Executive Officer and Chairman~~ of ~~the~~Directors ~~board~~or ofCertain ~~directors,~~Officers; ~~and~~Election ~~Jason Roth, the Company’s Senior Vice President and Director~~ of ~~Business~~Directors; ~~Development~~Appointment ~~and a director, are officers and directors~~ of ~~the~~Certain ~~Purchaser. The~~Officers; ~~transaction was~~Compensatory ~~approved~~Arrangements ~~by a majority~~ of ~~the~~Certain ~~disinterested members of the Company’s board of directors pursuant to Section 78~~Officers.~~140 of the Nevada Revised Statutes.~~

~~The~~Thomas ~~foregoing~~W. ~~descriptions~~Materna resigned from the board of directors (the ~~Asset~~“Board”) ~~Purchase~~of ~~Agreement~~American ~~and~~Scientific Resources, Incorporated, a Nevada corporation (the ~~Consent~~“Company”) ~~Agreement~~on ~~are~~February ~~qualified~~29, in2012. ~~their~~Robert ~~entirety~~T. byFaber ~~reference~~and to Jason Roth resigned from the ~~respective~~Board ~~copies~~and as officers of ~~such~~the ~~agreements,~~Company ~~which~~on ~~are~~March ~~filed~~15, as2012. ~~Exhibits~~Paul ~~10.1~~Cohen and 10Austin Kasinetz resigned from the Board on March 15, 2012.2 ~~hereto~~Howard Taylor remains as the sole director of the Company and ~~are~~shall ~~incorporated~~function ~~herein~~as its officer, by ~~reference~~default, as all officers have resigned.

~~Item~~On March 2, 2012, the Board received a letter from Christopher Tirotta, dated March 2, 2012, in which Dr.~~01.~~ Tirotta ~~Completion~~informed the Board that he was tendering his resignation as a member of ~~Acquisition~~the orBoard ~~Disposition~~effective February 27, 2012. Dr. Tirotta’s letter states that his decision to resign was due to his disagreement with the Company’s entry into an asset purchase agreement with American Scientific Resources, Inc., a Delaware corporation, on February 23, 2012. A copy of ~~Assets~~Dr. Tirotta’s letter is attached as Exhibit 17.1 to this Current Report on Form 8-K and incorporated herein by reference.

~~The~~In accordance ~~information~~with the requirements of Item 5.02 of Form 8-K, the Company has provided Dr. Tirotta a copy of the disclosures it is making in this Item 15.0102 isreport ~~hereby~~no ~~incorporated~~later ~~into~~than the day of filing this Form 8-K with the Securities and Exchange Commission. The Company has provided Dr. Tirotta with the opportunity to furnish it as promptly as possible with a letter addressed to the Company stating whether he agrees with the statements made by the Company in response to this Item 2 5.0102 and, if not, stating the respects in which he does not agree; and the Company shall file any letter received by it ~~reference~~from the director with the Commission as an exhibit by an amendment to this Form 8-K within two business days after receipt by the Company.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description	~~Description~~
10.1		Asset Purchase Agreement, dated as of February 23, 2012.
17.1	Letter from Christopher Tirotta resigning from the American Scientific Resources, Incorporated Board of Directors, dated March 2, 2012.
10.2		Form of Consent Agreement, dated as of February 23, 2012.

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~~	American Scientific Resources, Incorporated
Date: February 24, 2012	By:	/s/ Robert T. Faber
Date: March 16, 2012		By:	/s/ Howard Taylor
		Name: Robert T. Faber
			Name: Howard Taylor
		Title: President and Chief Executive Officer
			Title: Director

Filing Compare · AMERICAN SCIENTIFIC RESOURCES INC