<PAGE>   1



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 FORM 10-QSB/A

[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>   2

                         NATIONAL SCIENTIFIC CORPORATION

                                   FORM 10-QSB

                                      INDEX
<TABLE>
<S>                                                                               <C>
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
</TABLE>


<PAGE>   3

                         PART I - FINANCIAL INFORMATION

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

                                     ASSETS
<TABLE>
<CAPTION>

                                                                                                                            2000
                                                                                                                        -----------
<S>                                                                                                                     <C>
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                                                                                              8,223,112
  Accumulated deficit                                                                                                    (6,683,937)
                                                                                                                        -----------

                                                                                                                          1,981,727
                                                                                                                        -----------
                                                                                                                        $ 2,030,313
                                                                                                                        ===========
</TABLE>

                 See accompanying notes to financial statements
<PAGE>   4


                         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                731,737             33,900          2,130,007             94,680          2,660,782
  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
                                            -----------        -----------        -----------        -----------        -----------
                                                991,287             86,271          2,580,228            181,761          4,013,456
                                            -----------        -----------        -----------        -----------        -----------
Net loss from operations                       (991,287)           (86,271)        (2,580,228)          (181,761)        (4,013,456)
                                            -----------        -----------        -----------        -----------        -----------
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             (984,640)           (89,029)        (2,572,257)          (184,519)        (4,043,887)
Provision for income taxes (benefit)                 --                 --                 --                 --                 --
                                            -----------        -----------        -----------        -----------        -----------
Net loss                                    $  (984,640)       $   (89,029)       $(2,572,257)       $  (184,519)       $(4,043,887)
                                            ===========        ===========        ===========        ===========        ===========

Net loss per common share,
      basic and diluted                     $     (0.02)       $        --        $     (0.06)       $     (0.01)
                                            ===========        ===========        ===========        ===========
</TABLE>
                 See accompanying notes to financial statements

<PAGE>   5

                         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                                                             $(2,572,257)       $  (184,519)       $(4,043,887)
  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                                           2,207,756             37,643
                                                                                                               2,925,733
     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>   6


                         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>
                                                                               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>   7
                         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
                                       ---------------------       -------------------
                                       Number of      Par         Number of       Par
                                         Shares       Value        Shares        Value
                                      ----------    ----------   ----------    ----------

<S>                                   <C>           <C>          <C>           <C>
Balance September 30, 1997             17,847,292   $  178,473           --            --

Stock issued for services               3,487,557       34,875           --            --

Private placement of preferred stock           --           --       49,500         4,950

Exercise of warrants and options          547,000        5,470           --            --

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

Contributed capital                            --           --           --            --

Net loss                                       --           --           --            --
                                       ----------   ----------   ----------    ----------
Balance, September 30, 1998            25,331,849   $  253,318       15,000    $    1,500
                                       ----------   ----------   ----------    ----------
</TABLE>


<TABLE>
<CAPTION>



                                        Additional                 Development
                                        Paid-In      Accumulated      Stage
                                        Capital        Deficit       Deficit          Total
                                        ----------    ----------    ----------    ----------

<S>                                     <C>          <C>           <C>            <C>
Balance September 30, 1997               2,160,780    (2,394,680)           --       (55,427)

Stock issued for services                  335,473            --            --       370,348

Private placement of preferred stock       242,550            --            --       247,500

Exercise of warrants and options           100,888            --            --       106,358

Conversion of preferred to
  common stock                             (31,050)           --            --            --

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

Net loss                                        --            --      (772,545)     (772,545)
                                        ----------    ----------    ----------    ----------
Balance, September 30, 1998              2,823,491    (2,394,680)     (772,545)      (88,916)
                                        ----------    ----------    ----------    ----------
</TABLE>

                 See accompanying notes to financial statements


<PAGE>   8
                         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
                                                                       ----------------------      ------------------------
                                                                       Number of          Par        Number of      Par
                                                                        Shares           Value        Shares       Value
                                                                      ----------      ----------   ----------    ----------

<S>                                                                   <C>             <C>          <C>           <C>
Balance, September 30, 1998                                           25,331,849      $  253,318       15,000    $    1,500

Stock issued for  services                                             3,165,000          31,650           --            --

Preferred stock offering                                                      --              --       47,000         4,700

Exercise of warrants and options                                         496,000           4,960           --            --

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

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

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

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

Net loss                                                                      --              --           --            --
                                                                      ----------      ----------   ----------    ----------
Balance, September 30, 1999                                           36,544,289      $  365,443           --            --
                                                                      ----------      ----------   ----------    ----------
</TABLE>

<TABLE>
<CAPTION>
                                                                         Additional
                                                                           Paid-In    Accumulated
                                                                           Capital      Deficit           Total
                                                                        ----------    ----------      ----------

<S>                                                                     <C>           <C>             <C>
Balance, September 30, 1998                                              2,823,491    (3,167,225)        (88,916)

Stock issued for  services                                                 561,349            --         592,999

Preferred stock offering                                                   230,300            --         235,000

Exercise of warrants and options                                            27,490            --          32,450

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

Conversion of preferred to
  common stock                                                             (55,800)           --              --

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

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

Net loss                                                                        --      (944,455)
                                                                        ----------    ----------      ----------
Balance, September 30, 1999                                              3,678,315    (4,111,680)        (67,922)
                                                                        ----------    ----------      ----------
</TABLE>



                 See accompanying notes to financial statements

<PAGE>   9


                        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
                                         -------------------------------          -------------------------
                                           Number of              Par             Number of       Par
                                           Shares                Value             Shares        Value
                                         -----------         -----------       ------------    ------------
<S>                                       <C>                <C>               <C>             <C>
Balance, September 30, 1999               36,544,289         $   365,443              --             --

Stock issued for  services                 1,491,797              14,918              --             --

Exercise of warrants and options           1,825,500              18,255              --             --

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

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

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

Net loss                                          --                  --              --             --
                                         -----------         -----------       ------------    ------------
Balance, March 31, 2000                   44,255,186         $   442,552              --             --
                                         ===========         ===========       ============    ============
</TABLE>

<TABLE>
<CAPTION>



                                         Additional
                                           Paid-In           Accumulated
                                           Capital             Deficit               Total
                                         -----------         -----------          -----------
<S>                                      <C>                 <C>                  <C>
Balance, September 30, 1999                3,678,315          (4,111,680)             (67,922)

Stock issued for  services                 2,192,838                  --            2,207,756

Exercise of warrants and options           1,650,895                  --            1,669,150

Private placement of common stock            712,350                  --              750,000

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

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

Net loss                                          --          (2,572,257)          (2,572,257)
                                         -----------         -----------          -----------
Balance, March 31, 2000                    8,223,112          (6,683,937)           1,981,727
                                         ===========         ===========          ===========
</TABLE>



                 See accompanying notes to financial statements

<PAGE>   10


                         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.

     The financial statements included in this 10-Q have been amended to reflect
     a change in the estimated value of the restricted shares issued as
     compensation for services. The Company has reduced the discount from the
     open market price from 50% to 10% based on SEC Staff comments to a filing
     made in August 2001. Management believes the discount, which reflects the
     lack of marketability of the restricted stock, plus the lack of market
     volume to absorb a large block of stock to be a reasonable estimate of
     value.

     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 $1,062,720
     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 90% 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>   11

                         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.


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

4.   NET LOSS PER SHARE


     Net loss per share is based upon the weighted average shares
     outstanding. Outstanding stock options and warrants are treated as
     common stock equivalents, but are anti-dilutive, for purposes of
     computing diluted net loss per common share. The following is a
     summary of the computation of net loss per common share (amounts in
     thousands except shares and per share amounts):

<TABLE>
<CAPTION>
                                                                    Three months ended                    Six months ended
                                                                       March 31,                              March 31,
                                                                       ---------                              ---------
                                                                2000                 1999              2000                  1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>                 <C>                 <C>                 <C>
Basic net income (loss) per common share:
------------------------------------------------------------------------------------------------------------------------------------
Net income (loss)                                          $   (984,640)       $    (89,029)       $ (2,572,257)       $   (184,519)
------------------------------------------------------------------------------------------------------------------------------------
Weighted average common shares                               43,141,196          29,150,696          41,898,335          31,442,371
------------------------------------------------------------------------------------------------------------------------------------
Basic per share amount                                     $       (.02)                 --        $       (.06)       $       (.01)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>   12


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 $850,000 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 $2,580,228 are
up from the similar period ended March 31, 1999, which were $181,761. 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>   13


Liquidity and Capital Resources

On December 31, 1999, we completed our private offering of August 1, 1999. The
gross proceeds of the offering were $850,000. 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.
<PAGE>   14

                           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 $850,000 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.


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>   15



                                   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