FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

STARK BRIAN JAY

2. Date of Event Requiring Statement (MM/DD/YYYY)
1/18/2008 

3. Issuer Name and Ticker or Trading Symbol

NORTH AMERICAN SCIENTIFIC INC [NASM]

(Last)        (First)        (Middle)

C/O SF CAPITAL PARTNERS LTD., 3600 SOUTH LAKE DRIVE

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

ST. FRANCIS, WI 53235       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, par value $0.01 per share   12857104   I   (1) By SF Capital Partners Ltd.  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants to purchase Common Stock   7/16/2008   1/17/2015   Common Stock, par value $0.01 per share   508130   $0.246   I   (1) (2) By SF Capital Partners Ltd.  
Warrants to purchase Common Stock   6/6/2006   6/6/2013   Common Stock, par value $0.01 per share   1280410   $2.08   I   (1) (3) By SF Capital Partners Ltd.  

Explanation of Responses:
( 1)  The 12,857,104 shares of Common Stock are held directly by SF Capital Partners Ltd. ("SF Capital"). The Reporting Persons direct the management of Stark Offshore Management LLC ("Stark Offshore"), which acts as investment manager and has sole power to direct the management of SF Capital. As the Managing Members of Stark Offshore, the Reporting Persons possess voting and dispositive power over all of the foregoing shares. Therefore, for the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the Reporting Persons may be deemed to be the beneficial owners of, but hereby disclaim such beneficial ownership of, the foregoing shares.
( 2)  While the warrants reported on Table II of this Form 3 are exercisable immediately, such warrants are subject to exercise limitations that preclude the holder thereof from utilizing its exercise rights to the extent that it would beneficially own (determined in accordance with Section 13(d) of the Securities Exchange Act of 1934) in excess of 14.99% of the Common Stock, giving effect to such exercise.
( 3)  While the warrants reported on Table II of this Form 3 are exercisable immediately, such warrants are subject to exercise limitations that preclude the holder thereof from utilizing its exercise rights to the extent that it would beneficially own (determined in accordance with Section 13(d) of the Securities Exchange Act of 1934) in excess of 4.99% or 9.99% of the Common Stock, giving effect to such exercise.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
STARK BRIAN JAY
C/O SF CAPITAL PARTNERS LTD.
3600 SOUTH LAKE DRIVE
ST. FRANCIS, WI 53235

X

ROTH MICHAEL
C/O SF CAPITAL PARTNERS LTD.
3600 SOUTH LAKE DRIVE
ST. FRANCIS, WI 53235

X


Signatures
/s/ Michael A. Roth 2/17/2009
** Signature of Reporting Person Date

/s/ Brian Jay Stark 2/17/2009
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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