SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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 March 31, 2000

[ ]  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 0-28745


                         NATIONAL SCIENTIFIC CORPORATION
             (Exact name of registrant as specified in its charter)

                  Texas                                        86-0837077
       (State or other jurisdiction                          (IRS Employer
     of incorporation or organization)                   (Identification Number)


4455 East Camelback Road, E160, Phoenix, AZ                      85018
 (Address of principal executive offices)                      (Zip Code)


                                  602-954-1492
                (Registrant's phone number, including area code)


Indicate by check mark  whether the issuer (1) filed all reports  required to be
filed by Section 13 or 15(d) of the  Exchange  Act during the past 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 [ ]

There  were  44,527,686  shares  of Common  Stock,  par  value  $.01 per  share,
outstanding at May 05, 2000.

Transitional Small Business Disclosure Format (Check One): Yes [ ] No [X]
<PAGE>
                         NATIONAL SCIENTIFIC CORPORATION

                                   FORM 10-QSB

                                      INDEX

Part I - Financial Information

     Item 1 - Financial statements (unaudited)

     Balance Sheet - March 31, 2000

     Statements  of  Operations - Three Months ended March 31, 2000 and 1999 and
     Six Months  ended March 31, 2000 and 1999 and  Cumulative  from  October 1,
     1997 (Inception) through March 31, 2000

     Statements  of Cash Flows - Six Months  ended  March 31,  2000 and 1999 and
     Cumulative from October 1, 1997 (Inception) through March 31, 2000

     Statements  of  Changes  in  Shareholders'  Equity  -  Fiscal  Years  ended
     September 30, 1999 and 1998 and six months ended March 31, 2000

     Notes to Financial Statements

     Item 2 - Management's  Discussion  and Analysis of Financial  Condition and
     Results of Operations

Part II - Other Information

     Item 2 - Changes in Securities and Use of Proceeds

     Item 5 - Other Information

     Item 6 - Exhibits and reports on Form 8-K

Signatures


<PAGE>
                         PART I - FINANCIAL INFORMATION

                         NATIONAL SCIENTIFIC CORPORATION
                          (A Development Stage Company)
                        Unaudited Condensed Balance Sheet
                                 March 31, 2000

                                     ASSETS

                                                                       2000
                                                                    -----------
Current assets:
  Cash and cash equivalents                                         $ 2,023,467
  Other assets                                                            4,174
                                                                    -----------
      Total current assets                                            2,027,641

Property and equipment, net                                               2,672
                                                                    -----------
                                                                    $ 2,030,313
                                                                    ===========

                 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Accounts payable and accrued expenses                             $    48,586
                                                                    -----------
      Total current liabilities                                          48,586
                                                                    -----------
Shareholders' equity (deficit):
  Preferred stock, $.10 par value; 4,000,000 shares authorized
    No shares issued and outstanding                                         --
  Common stock, par value $.01; 80,000,000 shares authorized,
    44,255,186 shares issued and outstanding                            442,552
  Additional paid-in-capital                                          6,368,275
  Deficit accumulated during the development stage                   (2,434,420)
  Accumulated deficit                                                (2,394,680)
                                                                    -----------
                                                                      1,981,727
                                                                    -----------
                                                                    $ 2,030,313
                                                                    ===========

                 See accompanying notes to financial statements

<PAGE>
                         NATIONAL SCIENTIFIC CORPORATION
                          (A Development Stage Company)
                  Unaudited Condensed Statements of Operations
    For the Quarters Ended and Six Months Ended March 31, 2000 and 1999, and
      For the Period from October 1, 1997 (Inception of Development Stage)
                             Through March 31, 2000

<TABLE>
<CAPTION>
                                              Three Month      Three Month       Six Months      Six Months     Cumulative
                                                 Ended            Ended            Ended            Ended       Development
                                             March 31, 2000   March 31, 1999   March 31, 2000   March 31, 1999     Stage
                                               ----------       ----------       ----------       ----------     ----------
<S>                                            <C>              <C>              <C>              <C>            <C>
Revenues                                       $       --               --               --               --             --
                                               ----------       ----------       ----------       ----------     ----------
Costs and expenses
  Consulting fees, related party                  115,540           33,500          520,540           77,950      1,051,315
  Salaries and benefits                                --               --               --               --         73,706
  Research and development                        218,259           38,419          296,286           56,296        747,816
  Stock compensation                                   --               --           50,320               --        155,276
  Other                                            41,291           13,952          103,615           30,785        375,876
                                               ----------       ----------       ----------       ----------     ----------
                                                  375,090           85,871          970,761          165,031      2,403,989
                                               ----------       ----------       ----------       ----------     ----------
Net loss from operations                         (375,090)         (85,871)        (970,761)        (165,031)    (2,403,989)
                                               ----------       ----------       ----------       ----------     ----------
Other income (expense)
  Interest and other income                         9,086               --           13,160               --         14,440
  Interest expense                                 (2,439)          (2,758)          (5,189)          (2,758)       (16,316)
  Loss on disposal of assets                           --               --               --               --        (28,555)
                                               ----------       ----------       ----------       ----------     ----------
                                                    6,647           (2,758)           7,971           (2,758)       (30,431)
                                               ----------       ----------       ----------       ----------     ----------
Net loss before income tax benefit               (368,443)         (88,629)        (962,790)        (167,789)    (2,434,420)
Provision for income taxes (benefit)                   --               --               --               --             --
                                               ----------       ----------       ----------       ----------     ----------
Net loss                                       $ (368,443)         (88,629)      $ (962,790)        (167,789)    (2,434,420)
                                               ==========       ==========       ==========       ==========     ==========

Net loss per common share, basic and diluted   $    (0.01)              --       $    (0.02)           (0.01)
                                               ==========       ==========       ==========       ==========
</TABLE>

                 See accompanying notes to financial statements

<PAGE>
                         NATIONAL SCIENTIFIC CORPORATION
                          (A Development Stage Company)
                  Unaudited Condensed Statements of Cash Flows
              For the Six Months Ended March 31, 2000 and 1999, and
      For the Period from October 1, 1997 (Inception of Development Stage)
                             Through March 31, 2000

<TABLE>
<CAPTION>
                                                                   Six Months       Six Months     Cumulative
                                                                     Ended            Ended        Development
                                                                 March 31, 2000   March 31, 1999      Stage
                                                                   ----------       ----------      ----------
<S>                                                                <C>              <C>             <C>
Cash flows from operating activities:
  Net loss                                                           (962,790)        (167,789)     (2,434,420)
  Adjustments to reconcile net loss to net
     cash used in operating activities:
     Depreciation                                                         668              668           8,895
     Loss on disposal of assets                                            --               --          28,555
     Stock issued for services                                        598,289           20,913       1,316,266
     Decrease in receivables                                               --           12,500          30,000
     (Increase)decrease in other assets                                (4,174)          (1,060)          6,397
     Increase(decrease) in accounts payable and accrued expenses       28,669            1,483          26,007
     Increase (decrease) in accrued interest expense                   (8,530)           2,750              --
                                                                   ----------       ----------      ----------
        Net cash used in operating activities                        (347,868)        (130,535)     (1,018,300)
                                                                   ----------       ----------      ----------
Cash flows from investing activities:
  Proceeds from the sale of furniture and equipment                        --               --           4,660
                                                                   ----------       ----------      ----------
Cash flows from financing activities:
  Repayment of shareholder loans                                           --               --         (10,000)
  Repayment of notes payable                                         (110,000)              --        (110,000)
  Repayment of capital lease obligations                                   --               --          (1,819)
  Proceeds from the issuance of common stock                        2,397,500               --       2,395,681
  Proceeds from the issuance of preferred stock                            --          150,000         482,500
  Proceeds from exercise of common stock options                       21,650              450         277,127
                                                                   ----------       ----------      ----------
        Net cash provided by financing activities                   2,309,150          150,450       3,033,489
                                                                   ----------       ----------      ----------
Net increase in cash and cash equivalents                           1,961,282           19,915       2,019,849

Cash and cash equivalents, beginning of period                         62,185           21,735           3,618
                                                                   ----------       ----------      ----------
Cash and cash equivalents, end of period                            2,023,467           41,650       2,023,467
                                                                   ==========       ==========      ==========
</TABLE>

                 See accompanying notes to financial statements

<PAGE>
                         NATIONAL SCIENTIFIC CORPORATION
                          (A Development Stage Company)
                  Unaudited Condensed Statements of Cash Flows
              For the Six Months Ended March 31, 2000 and 1999, and
      For the Period from October 1, 1997 (Inception of Development Stage)
                             Through March 31, 2000


SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION

<TABLE>
<CAPTION>
                                                                               Cumulative
                                                                               Development
                                             March 31, 2000   March 31, 1999      Stage
                                             --------------   --------------      -----
<S>                                              <C>             <C>             <C>
Cash paid during the year for interest            13,720              --          16,317
                                                 =======         =======         =======
Cash paid during the year for income taxes            --              --              --
                                                 =======         =======         =======
</TABLE>

SUMMARY OF NON-CASH INVESTING AND FINANCING ACTIVITIES

During 1998, the Company sold  equipment for $4,660 in cash,  with the purchaser
assuming $9,252 in lease obligations.

During the  year-ended  September 30, 1999, the Company issued 451,440 shares of
restricted  common  stock to a  Director  in  exchange  for  320,000  shares  of
unrestricted common stock.

During the quarter-ended  December 31, 1999, the Company issued 1,128,600 shares
of restricted common stock to a Director's family member in exchange for 580,000
shares of unrestricted common stock.

                 See accompanying notes to financial statements

<PAGE>
                         NATIONAL SCIENTIFIC CORPORATION
                          (A Development Stage Company)
        Unaudited Statements of Changes in Shareholders' Equity (Deficit)
              For the Years Ended September 30, 1999 and 1998, and
                     For the Six Months Ended March 31, 2000

<TABLE>
<CAPTION>
                                          Common Stock          Preferred Stock
                                      ---------------------    -----------------   Additional                Development
                                      Number of               Number of             Paid-In     Accumulated     Stage
                                        Shares      Amount     Shares    Amount     Capital       Deficit      Deficit      Total
                                      ----------   --------    -------   -------   ----------   ----------   ----------   ---------
<S>                                   <C>          <C>         <C>       <C>       <C>          <C>           <C>         <C>
Balance September 30, 1997            17,847,292   $178,473         --        --    2,160,780   (2,394,680)          --     (55,427)

Stock issued for services              3,487,557     34,875         --        --      335,473           --           --     370,348

Private placement of preferred stock          --         --     49,500     4,950      242,550           --           --     247,500

Exercise of warrants and options         547,000      5,470         --        --      100,888           --           --     106,358

Conversion of preferred to
  common stock                         3,450,000     34,500    (34,500)   (3,450)     (31,050)          --           --          --

Contributed capital                           --         --         --        --       14,850           --           --      14,850

Net loss                                      --         --         --        --           --           --     (772,545)   (772,545)
                                      ----------   --------    -------   -------   ----------   ----------   ----------   ---------
Balance, September 30, 1998           25,331,849    253,318     15,000     1,500    2,823,491   (2,394,680)    (772,545)    (88,916)
                                      ----------   --------    -------   -------   ----------   ----------   ----------   ---------
</TABLE>

                 See accompanying notes to financial statements

<PAGE>
                         NATIONAL SCIENTIFIC CORPORATION
                          (A Development Stage Company)
       Statements of Changes in Shareholders' Equity (Deficit), continued
              For the Years Ended September 30, 1999 and 1998, and
                     For the Six Months Ended March 31, 2000

<TABLE>
<CAPTION>
                                          Common Stock          Preferred Stock
                                      ---------------------    -----------------   Additional                Development
                                       Number of              Number of             Paid-In    Accumulated      Stage
                                        Shares      Amount     Shares     Amount    Capital      Deficit       Deficit      Total
                                      ----------   --------    -------   -------   ----------   ----------   ----------   ---------
<S>                                   <C>          <C>         <C>       <C>       <C>          <C>          <C>          <C>
Balance, September 30, 1998           25,331,849    253,318     15,000     1,500    2,823,491   (2,394,680)    (772,545)    (88,916)

Stock issued for  services             3,165,000     31,650         --        --      315,979           --           --     347,629

Preferred stock offering                      --         --     47,000     4,700      230,300           --           --     235,000

Exercise of warrants and options         496,000      4,960         --        --       27,490           --           --      32,450

Private placement of common stock        400,000      4,000         --        --       96,000           --           --     100,000

Conversion of preferred to
  common stock                         6,200,000     62,000    (62,000)   (6,200)     (55,800)          --           --          --

Common stock issued to
  collateralize loan                     500,000      5,000         --        --           --           --           --       5,000

Stock converted by director's
  family member                          451,440      4,515         --        --       (4,515)          --           --          --

Net loss                                      --         --         --        --           --           --     (699,085)   (699,085)
                                      ----------   --------    -------   -------   ----------   ----------   ----------   ---------
Balance, September 30, 1999           36,544,289    365,443         --        --    3,432,945   (2,394,680)  (1,471,630)    (67,922)
                                      ----------   --------    -------   -------   ----------   ----------   ----------   ---------
</TABLE>

                 See accompanying notes to financial statements

<PAGE>
                         NATIONAL SCIENTIFIC CORPORATION
                          (A Development Stage Company)
       Statements of Changes in Shareholders' Equity (Deficit), continued
              For the Years Ended September 30, 1999 and 1998, and
                     For the Six Months Ended March 31, 2000

<TABLE>
<CAPTION>
                                          Common Stock          Preferred Stock
                                      ---------------------    -----------------   Additional                Development
                                      Number of               Number of             Paid-In    Accumulated      Stage
                                        Shares      Amount     Shares     Amount    Capital       Deficit      Deficit      Total
                                      ----------   --------    -------   -------   ----------   ----------   ----------   ---------
<S>                                   <C>          <C>         <C>       <C>       <C>          <C>          <C>          <C>
Balance, September 30, 1999           36,544,289    365,443         --        --    3,432,945   (2,394,680)  (1,471,630)    (67,922)

Stock issued for  services             1,491,797     14,918         --        --      583,371           --           --     598,289

Exercise of warrants and options       1,825,500     18,255         --        --    1,650,895           --           --   1,669,150

Private placement of common stock      3,765,000     37,650         --        --      712,350           --           --     750,000

Stock converted by director's
  family member                        1,128,600     11,286         --        --      (11,286)          --           --          --

Common stock to collateralize
  loan - retired                        (500,000)    (5,000)        --        --           --           --           --      (5,000)

Net loss                                      --         --         --        --           --           --     (962,790)   (962,790)
                                      ----------   --------    -------   -------   ----------   ----------   ----------   ---------
Balance, March 31, 2000               44,255,186    442,552         --        --    6,368,275   (2,394,680)  (2,434,420)  1,981,727
                                      ==========   ========    =======   =======   ==========   ==========   ==========   =========
</TABLE>

                 See accompanying notes to financial statements

<PAGE>
                         NATIONAL SCIENTIFIC CORPORATION
                          (A Development Stage Company)
                          Notes to Financial Statements
                             March 31, 2000 and 1999


1.   BASIS OF PRESENTATION

     The  accompanying  financial  statements have been prepared by the Company,
     without  audit,  and  reflect all  adjustments  that are, in the opinion of
     management,  necessary for a fair  statement of the results for the interim
     periods.  The  statements  have been prepared in accordance  with generally
     accepted   accounting   principles  for  interim  financial  reporting  and
     Securities and Exchange  Commission  regulations.  Certain  information and
     footnote  disclosures normally included in financial statements prepared in
     accordance  with  generally  accepted   accounting   principles  have  been
     condensed or omitted pursuant to such rules and regulations. In the opinion
     of  management,  the financial  statements  reflect all  adjustments  (of a
     normal and recurring nature) which are necessary for a fair presentation of
     the  financial  position,  results  of  operations  and cash  flows for the
     interim  periods.  The results of operations for the six months ended March
     31, 2000 are not  necessarily  indicative of the results to be expected for
     the entire fiscal year.

     These financial statements should be read in conjunction with the financial
     statements  and  notes  thereto  included  in  the  Company's  registration
     statement on Form 10-SB for the fiscal year ended September 30, 1999.

2.   ISSUANCE OF COMMON STOCK

     During the six months ended March 31, 2000, the Company  received  $750,000
     from a private placement of common stock. In conjunction with the offering,
     the Company issued 600,000 shares of restricted  stock valued at $72,000 to
     a principal  and a  consultant  of the  Company.  The  Company  also issued
     891,797 shares of restricted  common stock to  consultants as  compensation
     for services.  The stock was valued at 50% of the market price of the stock
     on the dates granted and earned.

3.   STOCK OPTIONS

     The Company  from time to time  issues  stock  options for the  purchase of
     restricted stock to directors,  officers,  employees and  consultants.  The
     Company does not have a qualified  stock option plan for its executives and
     employees.

     The Company  adopted  Statement of Financial  Accounting  Standards No. 123
     (FAS  123),  "Accounting  for  Stock-Based   Compensation,"  which  permits
     entities to recognize as expense over the vesting  period the fair value of
     all  stock-based  awards  on the  date of  grant.  Under  the  terms of the
     Company's  stock  options  granted  to  certain  directors,   officers  and
     consultants, the Board of Directors, at its sole discretion, will determine
     when certain  options  granted  shall be fully vested and  exercisable.  At
     March 31, 2000, all outstanding  stock options had been deemed vested,  and
     were fully exercisable at fiscal year end.

<PAGE>
                         NATIONAL SCIENTIFIC CORPORATION
                          (A Development Stage Company)
                          Notes to Financial Statements
                             March 31, 2000 and 1999


3.   STOCK OPTIONS, CONTINUED

     In accordance with FAS 123, the fair value of option grants is estimated on
     the date of grant using the Black-Scholes option-pricing model for proforma
     footnote  purposes  with the following  assumptions  used for grants in all
     years;  dividend yield of 0%,  risk-free  interest rate of 6%, and expected
     option life of 2.5 years.  Expected  volatility was assumed to be 50% as of
     the date of issue in 1999.

                                                                      Weighted
                                                           Number      Average
                                                             Of       Exercise
                                                           Shares       Price
                                                          --------     -------
     Options Outstanding, September 30, 1999                92,000     $   .10
       Granted                                             256,000         .09
       Exercised                                          (223,000)        .09
                                                          --------
     Options Outstanding, March 31, 2000                   125,000         .10
                                                          ========

4.   NET LOSS PER SHARE

     Net loss per share is computed by dividing the loss  attributable to common
     shareholders by the weighted  average number of shares  outstanding  during
     the period,  which was assumed to be 41,898,332  and 31,442,371 for the six
     months  ended  March 31,  2000 and 1999,  respectively.  Stock  options and
     warrants  are  considered  anti-dilutive  and  were not  considered  in the
     calculation.

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

SAFE HARBOR STATEMENT

Certain statements in this Form 10-QSB,  including information stated under Item
2  Management's  Discussion  and Analysis of Financial  Condition and Results of
Operations  constitute  "forward-looking  statements'  within the meaning of the
Private  Securities  Litigation  Reform Act of 1995 (the Act). We desire to make
available to ourselves  certain "safe  harbor"  provisions of the Act and we are
including this special note to enable us to do so.

Forward-looking  statements  in the  Form  10-QSB  or  those  included  in other
publicly available documents filed with the Securities and Exchange  Commission,
reports to our stockholders and other publicly  available  statements  issued or
released by us involve known and unknown risks,  uncertainties and other factors
which could cause our actual  results,  performance  (financial or operating) or
achievements  to differ  from the  future  results,  performance  (financial  or
operating)  or  achievements   expressed  or  implied  by  such  forward-looking
statements. Such future results are based upon management's best estimates based
upon current conditions and the most recent results of operations.

Six Months Ended March 31, 2000 Compared to Six Months Ended March 31, 1999

We are a development  stage company and,  therefore,  have no revenues to report
for the periods indicated above.

During the six months ended March 31, 2000, we completed our private offering of
August 1, 1999.  We raised a total of  $830,000  for the entire  offering,  with
$750,000 of this coming in the quarter ended December 31, 1999.

We believe that our cash  position of  $2,023,467  as of March 31,  2000,  to be
sufficient to continue operations for the next twelve months without the need to
raise additional  funds.  Such future  requirements are based upon  management's
best  estimates  based upon current  conditions  and the most recent  results of
operations.

In the next  twelve  months,  we expect to  increase  research  and  development
expenditures with additional staffing under our chief technical consultant,  Dr.
El-Sharawy.  The  purpose  of these  additional  expenditures  is to  bring  our
existing  products closer to the point of market readiness by producing  working
prototypes  along  with  design  and  process  specifications.  There  can be no
assurance  that we will be  successful  in  completing  these  tasks in the time
period estimated.

Operating  expenses  for the six months  ended March 31, 2000 of $970,761 are up
from the  similar  period  ended  March 31,  1999,  which  were  $165,031.  This
increase,  over the similar  period last year, was primarily due to the increase
in stock  compensation  to  consultants  and a principal  for the  completion of
specific  patent  related  projects and completion of the August 1, 1999 private
offering, along with an increase in research and development costs.

<PAGE>
Liquidity and Capital Resources

On December 31, 1999, we completed our private  offering of August 1, 1999.  The
gross  proceeds of the offering  were  $830,000.  We believe we  presently  have
sufficient capital to fund our operations.  Additional capital of $1,512,500 was
received for the three months ended March 31, 2000,  as a result of the exercise
of a portion of the warrants to acquire  9,650,000  shares of restricted  common
stock.  The warrants  expire on December 31, 2000 and were issued in conjunction
with our private  offering of March 15, 1998, at an exercise  price of $1.00 per
share.  We expect that more of these  warrants will be exercised  prior to their
expiration;  however,  there can be no assurance that any more of these warrants
will be exercised.

Additionally,  $135,000  was received for the three months ended March 31, 2000,
as a result of the  exercise of a portion of the  warrants to acquire  4,250,000
shares of restricted  common stock. The warrants expire on December 31, 2001 and
were issued in  conjunction  with our private  offering of August 1, 1999, at an
exercise price of $1.50 per share. We expect that more of these warrants will be
exercised prior to their expiration; however, there can be no assurance that any
more of these warrants will be exercised.

Cash used in  operations  was  $347,868  for the six months ended March 31, 2000
compared  with  $130,535  for the six  month  period  ended  March 31,  1999.  A
substantial  portion of this increase can be attributed to the costs  associated
with the work done to bring about the filing of our Form 10-SB on  December  30,
1999.

Year 2000

We have  conducted  a review  to  identify  which  systems,  both  internal  and
external,  may be  affected  by the "Year  2000"  problem.  The  majority of our
business  processing   applications  operate  on  individual  personal  computer
systems.  We believe that the hardware and  operating  systems are now Year 2000
compliant  as of December 31,  1999.  If the current  systems are not fully Year
2000  compliant,  we estimate that the cost  associated  with becoming Year 2000
compliant will not materially  affect our future operating  results or financial
condition.

                           PART II - OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

On December 31, 1999,  we  completed  our private  offering of August 1, 1999. A
total of $830,000 was raised during the offering.  We sold  4,165,000  shares of
restricted  common  stock at an  average  price of $.20 per share for the entire
offering.  Of these totals,  $750,000 was raised and 3,765,000  shares were sold
for the quarter ended December 31, 1999.

As part of this  offering,  we also  issued  4,250,000  warrants  to  purchase a
restricted  share of common  stock at a price of $1.50 for each  warrant.  These
warrants are  immediately  exercisable and they all expire on December 31, 2001.

<PAGE>
Ninety  thousand  (90,000)  warrants have been  exercised as of the date of this
filing. The shares were sold in reliance on the exemption provided by Sections 4
(2) and 4 (6) of the Securities Act of 1933 and Rule 506 of Regulation D.

During the three  months  ended March 31, 2000,  there were  1,512,500  warrants
exercised at $1.00 each.  These  represent a portion of the  9,650,000  warrants
issued  in  conjunction  with our  Private  Offering  of March 15,  1998.  These
warrants  expire on  December  31,  2000.  Since March 31, 2000 and prior to the
filing  of this  report,  an  additional  212,500  of these  warrants  have been
exercised.  The  shares  were sold in  reliance  on the  exemption  provided  by
Sections  4 (2)  and 4 (6) of  the  Securities  Act  of  1933  and  Rule  506 of
Regulation D.

In addition,  during the six months ended March 31, 2000,  1,491,797  restricted
shares of common stock were issued to consultants  and a principal for services,
including  600,000  restricted shares issued to a consultant and a principal for
their completion of the private offering of August 1, 1999;  223,000  restricted
shares of common stock were issued due to the  exercising of options  granted to
consultants;  and 1,128,600  restricted  shares of common stock were issued to a
principal as final payment for use of his family's unrestricted common stock for
the private offering of August 1, 1999.

ITEM 5. OTHER INFORMATION

Since the filing of Form 10-SB on December 30, 1999, our Form 10-SB amendment on
January 19,  2000,  our Form 10-QSB on February 14, 2000 and prior to the filing
of this Form 10-QSB,  we have learned that the U.S. Patent and Trademark  Office
has issued a Notice of  Allowance  on our Static  Memory Cell With Load  Circuit
Using A Tunnel  Diode  patent  application.  We expect the  patent  number to be
issued by the end of June 2000.

On April 7, 2000, the Board of Directors appointed James R. Upchurch to fill one
of the outside director positions and Vernon M. Traylor, Corporate Secretary, to
fill one of the vacant inside  director  positions.  Mr. Upchurch is currently a
Vice President/General Manager for Lucent Technologies in Phoenix, Arizona.

On April 13, 2000, a personal loan was made to L. L. Ross for  $200,000.00.  The
note is due and payable in full on December 1, 2000 and carries an interest rate
of ten percent (10%) per annum.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits - Exhibit 27-Financial Data Schedule

(b)  Reports on Form 8-K - No reports on Form 8-K were filed during the quarter.


<PAGE>
                                   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 thereunto duly authorized.


                                        NATIONAL SCIENTIFIC CORPORATION
DATE May 05, 2000

                                        /s/ L.L. Ross
                                        ----------------------------------------
                                        L.L Ross
                                        Chairman of the Board, President & Chief
                                        Executive Officer


                                        /s/ Vernon M. Traylor
                                        ----------------------------------------
                                        Vernon M. Traylor
                                        Corporate Secretary