<PAGE>   1



                       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 June 30, 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

                   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 45,154,018 shares of Common Stock, par value $.01 per share, were
outstanding at August 4, 2000.

Transitional Small Business Disclosure Format (Check One): Yes [ ] No [X]
<PAGE>   2

                         NATIONAL SCIENTIFIC CORPORATION

                                   FORM 10-QSB

                                      INDEX
<TABLE>
<CAPTION>

<S>                                                                                                                           <C>
Part I - Financial Information ............................................................................................    3

     Item 1 - Financial statements (unaudited) ............................................................................    3

          Balance Sheet - June 30, 2000 ...................................................................................    3

          Statements of Operations - Three Months ended June 30, 2000 and 1999
          and Nine Months ended June 30, 2000 and 1999 and Cumulative from
          October 1, 1997 (Inception) through June 30, 2000 ...............................................................    4

          Statements of Cash Flows - Nine Months ended June 30, 2000 and 1999
          and Cumulative from October 1, 1997 (Inception) through June 30, 2000 ...........................................    5

          Statements of Changes in Shareholders' Equity - Fiscal Years ended
          September 30, 1999 and 1998 and nine months ended June 30, 2000 .................................................    6

          Notes to Financial Statements ...................................................................................    9

     Item 2 - Management's  Discussion and Analysis of
     Financial Condition and Results of Operations ........................................................................   11

Part II - Other Information ...............................................................................................   12

     Item 2 - Changes in Securities and Use of Proceeds ...................................................................   12

     Item 5 - Other Information ...........................................................................................   13

     Item 6- Exhibits and reports on Form 8-K .............................................................................   13

Signatures ................................................................................................................   14
</TABLE>

                                       2
<PAGE>   3


                         PART I - FINANCIAL INFORMATION

                         NATIONAL SCIENTIFIC CORPORATION
                          (A Development Stage Company)

                        Unaudited Condensed Balance Sheet
                                  June 30, 2000

<TABLE>
<CAPTION>
                                     ASSETS
                                                                                  2000
                                                                              -----------
<S>                                                                           <C>
Current assets:
  Cash and cash equivalents                                                   $ 1,814,095
  Loans to shareholder                                                            200,000
  Other assets                                                                     76,568
                                                                              -----------
      Total current assets                                                      2,090,663

Property and equipment, net                                                         2,338
                                                                              -----------

                                                                              $ 2,093,001
                                                                              ===========
                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued expenses                                       $    22,863
                                                                              -----------
      Total current liabilities                                                    22,863
                                                                              -----------
Shareholders' equity:
  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,
      44,907,040 shares issued and outstanding                                    449,070
  Additional paid-in-capital                                                    9,533,125
  Accumulated deficit                                                          (7,912,057)
                                                                              -----------
                                                                                2,070,138
                                                                              -----------
                                                                              $ 2,093,001
                                                                              ===========
</TABLE>

                 See accompanying notes to financial statements

                                       3
<PAGE>   4

                         NATIONAL SCIENTIFIC CORPORATION
                          (A Development Stage Company)

                  Unaudited Condensed Statements of Operations
    For the Quarters Ended and Nine Months Ended June 30, 2000 and 1999, and
      For the Period from October 1, 1997 (Inception of Development Stage)
                              Through June 30, 2000

<TABLE>
<CAPTION>
                                                    Three Month      Three Month      Nine Months       Nine Months     Cumulative
                                                       Ended            Ended           Ended             Ended        Development
                                                   June 30, 2000    June 30, 1999    June 30, 2000     June 30, 1999       Stage
                                                   -------------    -------------    -------------     -------------   -------------

<S>                                                <C>              <C>              <C>               <C>              <C>
Revenues                                            $        --      $        --      $        --      $        --      $        --
                                                    -----------      -----------      -----------      -----------      -----------
Costs and expenses
  Consulting fees, related party                        500,450          113,550        2,630,457          191,500        3,161,232
  Salaries and benefits                                      --               --               --               --           73,706
  Research and development                              706,768           32,982        1,003,054           89,278        1,454,584
  Stock compensation                                         --               --           50,320               --          155,276
  Other                                                  47,530           12,135          151,145           42,920          423,406
                                                    -----------      -----------      -----------      -----------      -----------
                                                      1,254,748          158,667        3,834,976          323,698        5,268,204
                                                    -----------      -----------      -----------      -----------      -----------

Net loss from operations                             (1,254,748)        (158,667)      (3,834,976)        (323,698)      (5,268,204)
                                                    -----------      -----------      -----------      -----------      -----------
Other income (expense)
  Interest and other income                              26,628               --           39,788               --           41,068
  Interest expense                                           --           (2,749)          (5,189)          (5,507)         (16,316)
  Loss on disposal of assets                                 --               --               --               --          (28,555)
                                                    -----------      -----------      -----------      -----------      -----------
                                                         26,628           (2,749)          34,599           (5,507)          (3,803)
                                                    -----------      -----------      -----------      -----------      -----------
Net loss before income tax benefit                   (1,228,120)        (161,416)      (3,800,377)        (329,205)      (5,272,007)
Provision for income taxes (benefit)                         --               --               --               --               --
                                                    -----------      -----------      -----------      -----------      -----------
Net loss                                            $(1,228,120)        (161,416)      (3,800,377)        (329,205)      (5,272,007)
                                                    ===========      ===========      ===========      ===========      ===========

Net loss per common share, basic and diluted        $     (0.03)     $      (.01)     $     (0.09)     $     (0.01)
                                                    ===========      ===========      ===========      ===========
</TABLE>



                 See accompanying notes to financial statements

                                       4
<PAGE>   5

                         NATIONAL SCIENTIFIC CORPORATION
                          (A Development Stage Company)

                  Unaudited Condensed Statements of Cash Flows
              For the Nine Months Ended June 30, 2000 and 1999, and
      For the Period from October 1, 1997 (Inception of Development Stage)
                              Through June 30, 2000

<TABLE>
<CAPTION>
                                                                            Nine Months            Nine Months         Cumulative
                                                                               Ended                 Ended            Development
                                                                            June 30, 2000         June 30, 1999          Stage
                                                                            -------------         -------------      --------------
<S>                                                                         <C>                   <C>                <C>
Cash flows from operating activities:
  Net loss                                                                   (3,800,377)             (329,205)           (5,272,007)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
    Depreciation                                                                  1,002                 1,002                 9,229
    Loss on disposal of assets                                                       --                    --                28,555
    Stock issued for services                                                 3,138,287               101,913             3,856,264
    Decrease in receivables                                                          --                12,500                30,000
    Increase in other assets                                                    (76,568)               (1,060)              (65,997)
    Increase(decrease) in accounts payable
      and accrued expenses                                                        2,946               (11,725)                  284
    Increase (decrease) in accrued interest expense                              (8,530)                5,500                    --
                                                                             ----------            ----------            ----------
        Net cash used in operating activities                                  (743,240)             (221,075)           (1,413,672)
                                                                             ----------            ----------            ----------
Cash flows from investing activities:
  Proceeds from the sale of furniture and equipment                                  --                    --                 4,660
                                                                             ----------            ----------            ----------
                                                                                     --                    --                 4,660
                                                                             ----------            ----------            ----------
Cash flows from financing activities:
  Loans to shareholder                                                         (200,000)                   --              (210,000)
  Repayment of notes payable                                                   (110,000)                   --              (110,000)
  Repayment of capital lease obligations                                             --                    --                (1,819)
  Proceeds from the issuance of common stock                                  2,773,000                    --             2,771,181
  Proceeds from the issuance of preferred stock                                      --               220,000               482,500
  Proceeds from exercise of common stock options                                 32,150                15,650               287,627
                                                                             ----------            ----------            ----------
        Net cash provided by financing activities                             2,495,150               235,650             3,219,489
                                                                             ----------            ----------            ----------
Net increase in cash and cash equivalents                                     1,751,910                14,575             1,810,477

Cash and cash equivalents, beginning of period                                   62,185                21,735                 3,618
                                                                             ----------            ----------            ----------
Cash and cash equivalents, end of period                                      1,814,095                36,310             1,814,095
                                                                             ==========            ==========            ==========

</TABLE>


                 See accompanying notes to financial statements

                                       5
<PAGE>   6

                         NATIONAL SCIENTIFIC CORPORATION
                          (A Development Stage Company)

             Unaudited Statements of Changes in Shareholders' Equity
              For the Years Ended September 30, 1999 and 1998, and
                     For the Nine Months Ended June 30, 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
                                    Paid-In       Accumulated
                                    Capital         Deficit          Total
                                   ----------      ----------     ----------
<S>                                <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      (3,167,225)       (88,916)
                                   ----------      ----------     ----------

</TABLE>


                 See accompanying notes to financial statements

                                       6
<PAGE>   7

                         NATIONAL SCIENTIFIC CORPORATION
                          (A Development Stage Company)

            Statements of Changes in Shareholders' Equity, continued
              For the Years Ended September 30, 1999 and 1998, and
                     For the Nine Months Ended June 30, 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)       (944,455)
                                      ----------      ----------      ----------

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


                 See accompanying notes to financial statements

                                       7
<PAGE>   8

                         NATIONAL SCIENTIFIC CORPORATION
                          (A Development Stage Company)

            Statements of Changes in Shareholders' Equity, continued
              For the Years Ended September 30, 1999 and 1998, and
                     For the Nine Months Ended June 30, 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          1,678,151           16,781           --          --

Exercise of warrants and
  options                           2,291,000           22,910           --          --

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, June 30, 2000             44,907,040      $   449,070           --          --
                                  ===========      ===========    ===========  ==========
</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           3,171,826               --        3,188,607

Exercise of warrants and
  options                            1,981,920               --        2,004,830

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                                    --       (3,800,377)      (3,800,377)
                                   -----------      -----------      -----------

Balance, June 30, 2000               9,533,125       (7,912,057)       2,070,138
                                   ===========      ===========      ===========
</TABLE>

                 See accompanying notes to financial statements

                                       8
<PAGE>   9

                         NATIONAL SCIENTIFIC CORPORATION
                          (A Development Stage Company)

                          Notes to Financial Statements
                             June 30, 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 nine months ended June
     30, 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 nine months ended June 30, 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
     1,078,151 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 June
     30, 2000, all outstanding stock options had been deemed vested, and were
     fully exercisable at fiscal year end.

                                       9
<PAGE>   10

                         NATIONAL SCIENTIFIC CORPORATION
                          (A Development Stage Company)

                          Notes to Financial Statements
                             June 30, 2000 and 1999

3. Stock Options, continued

     In accordance with SFAS 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.

<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                                      (328,000)        .09
                                                        --------
     Options Outstanding, June 30, 2000                   20,000         .10
                                                       =========
</TABLE>

4. Shareholder Loan


     During the quarter the Company entered in to a loan with a Director and
     Officer for $200,000, bearing interest at 10% per annum and due on December
     1, 2000.

5. 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                   Nine months ended
                                                                       June 30,                               June 30,
                                                           ------------------------------         ----------------------------------
                                                               2000                 1999               2000                1999
<S>                                                        <C>                 <C>                 <C>                 <C>
------------------------------------------------------------------------------------------------------------------------------------
Basic net income (loss) per common share:
------------------------------------------------------------------------------------------------------------------------------------
Net income (loss)                                          $ (1,228,120)       $   (161,416)       $ (3,800,377)       $   (329,205)
------------------------------------------------------------------------------------------------------------------------------------
Weighted average common shares                               42,794,744          31,478,003          44,656,261          29,429,246
------------------------------------------------------------------------------------------------------------------------------------
Basic per share amount                                     $       (.03)       $       (.01)       $       (.09)       $       (.01)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       10
<PAGE>   11

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.

Nine Months Ended June 30, 2000 Compared to Nine Months Ended June 30, 1999

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

During the nine months ended June 30, 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 $1,814,095 as of June 30, 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 nine months ended June 30, 2000 of $3,834,976 are up
from the similar period ended June 30, 1999, which were $323,698. 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.

                                       11
<PAGE>   12

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 $1,843,000 was
received for the nine months ended June 30, 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, $180,000 was received for the nine month period ended June 30,
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 $743,240 for the nine months ended June 30, 2000
compared with $221,075 for the nine month period ended June 30, 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, along with requirements of on-going development of our SRAM memory
product.

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.

                                       12
<PAGE>   13

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.
One hundred twenty thousand (120,000) 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 nine months ended June 30, 2000, there were 1,843,000 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 June 30, 2000 and prior to the
filing of this report, an additional 402,500 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 nine months ended June 30, 2000, 1,678,151 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; 328,000 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 filing both
our Form 10-QSB on May 5, 2000 and 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 August 2000. We have also been
informed that the U.S. Patent and Trademark Office has issued a Notice of
Allowance on our Dielectric Resonator.

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.

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<PAGE>   14

                                   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

August 14, 2000                         /s/ L.L. Ross
DATE                                    ----------------------------------------
                                        L.L Ross
                                        Chairman of the Board, President & Chief
                                        Executive Officer

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

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