SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14 (A) OF THE
SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule14a
6(e)(2))

NATIONAL SCIENTIFIC CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(I)(4) and 0-11:

(1) Title of each class of securities to which transaction applies;
(2) Aggregate number of securities to which transaction applies;
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (Set forth the amount on which the
filing fee is calculated and state how it was determined.);
(4) Proposed maximum aggregate value of transaction;
(5) Total fee paid.

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number
or the Form or Schedule and the date of its filing.

(1) Amount previously paid:
(2) Form, Schedule or Registration Statement Number:
(3) Filing party:
(4) Date filed.

NATIONAL SCIENTIFIC CORPORATION
14505 N. HAYDEN ROAD, SUITE 305
SCOTTSDALE, ARIZONA 85260-6951

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 27, 2005

To the Shareholders of National Scientific Corporation:

Notice is hereby given that the Annual Meeting of Shareholders of National
Scientific Corporation, a Texas corporation (NSC), will be held on Wednesday,
April 27, 2005, at the Wingate Inn & Suites, 14255 North 87th Street,
Scottsdale, Arizona, 85260 at 10:00 a.m., local time, for the following
purposes:

1. To elect three directors to the Board of Directors to serve for a
one-year term.
2. To ratify the appointment of Epstein Weber & Conover, PLC to serve as
the auditors for the Company for the fiscal year ending September 30,
2005.
3. To approve an amendment to NSC's Articles of Incorporation to increase
the number of authorized shares of common stock, $.01 par value
("Common Shares") from 120,000,000 to 187,000,000.
4. To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.

Shareholders of record at the close of business on March 8, 2005 (the "Record
Date"), are entitled to vote at the Annual Meeting or any adjournment or
postponement thereof. Shares may be voted at the Annual Meeting only if the
holder is present or represented by proxy. A list of shareholders entitled to
vote at the Annual Meeting will be available for inspection at the Company's
corporate headquarters for any purpose germane to the Annual Meeting during
ordinary business hours for ten (10) days prior to the Annual Meeting.

A copy of NSC's Annual Report to Shareholders, which includes audited financial
statements, is included with this mailing, which is being first mailed on or
about April 1, 2005. Management and the Board of Directors cordially invite you
to attend the Annual Meeting.

By Order of the Board of Directors

/s/ Graham L. Clark

Graham L. Clark, Secretary

Scottsdale, Arizona
March 24, 2005

SHAREHOLDERS ARE ENCOURAGED TO SIGN, DATE AND MAIL THE ENCLOSED PROXY. A
PRE-ADDRESSED ENVELOPE IS PROVIDED FOR THEIR CONVENIENCE. SHAREHOLDERS ARE
ENCOURAGED TO VOTE REGARDLESS OF WHETHER OR NOT THEY ATTEND THE ANNUAL MEETING
OF SHAREHOLDERS.

NATIONAL SCIENTIFIC CORPORATION
14505 NORTH HAYDEN ROAD, SUITE 305
SCOTTSDALE, ARIZONA 85260-6951

PROXY STATEMENT
2005 ANNUAL MEETING OF SHAREHOLDERS
APRIL 27, 2005

This Proxy Statement is furnished by the Board of Directors of National
Scientific Corporation, a Texas corporation (the "Company" or "NSC"), in
connection with the solicitation of proxies to be used for the purposes of
voting at the 2005 Annual Meeting of Shareholders (the "Annual Meeting") of the
Company. The Annual Meeting will be held on Wednesday, April 27, 2005, at 10:00
a.m., local time, at the Wingate Inn & Suites, 14255 North 87th Street,
Scottsdale, Arizona, 85260.

SOLICITATION AND VOTING OF PROXIES

The enclosed proxy is solicited by the Board of Directors of the Company.
The proxy materials related to the Annual Meeting are to be mailed on or about
April 1, 2005, to shareholders of record at the close of business on March 8,
2005 (the "Record Date"). Only shareholders of record at the close of business
on the Record Date will be entitled to vote at the Annual Meeting, or any
adjournment or postponement thereof, either in person or by valid proxy. As of
the Record Date, there are approximately 91,500,657 outstanding shares of Common
Stock, $.01 par value per share (the "Common Stock") of the Company.

Shareholders are entitled to one vote for each share of Common Stock held
of record on each matter of business to be considered at the Annual Meeting.
Ballots cast at the Annual Meeting will be counted by the Inspector of Elections
and determinations of whether a quorum exists and whether the proposals are
approved will be announced at the Annual Meeting. The three nominees receiving a
plurality of votes by shares represented and entitled to vote at the Annual
Meeting, if a quorum is present, will be elected as directors of the Company.

All valid proxies received before the Annual Meeting and not revoked will
be exercised. All shares represented by proxy will be voted, and where a
shareholder specifies by means of his, her, or its proxy a choice with respect
to any matter to be acted upon, the shares will be voted in accordance with the
specifications so made. If no specification is indicated and authority to vote
is not specifically withheld, the shares will be voted (i) "for" the election of
the persons named in the proxy to serve as Directors; (ii) "for" the
ratification of Epstein Weber & Conover, PLC as the independent auditors of the
Company; and (iii) "for" the approval of an amendment to NSC's Articles of
Incorporation to increase the number of authorized shares of common stock, $0.01
par value, from 120,000,000 to 187,000,000. The Inspector of Elections will
treat abstentions and broker non-votes received as shares that are present and
entitled to vote for purposes of determining a quorum, but as unvoted for
purposes of determining the approval of any matter. If a broker indicates on the
proxy that it does not have discretionary authority as to certain shares to vote
on a particular matter, those shares will not be considered as present and
entitled to vote with respect to that matter.

The Company will bear the cost of the solicitation of proxies, including
the charges and expenses of brokerage firms and others for forwarding
solicitation materials to the beneficial owners of the outstanding Common Stock.

In addition to soliciting proxies by mail, proxies may be solicited by personal
interview or telephone. A person giving the enclosed proxy has the power to
revoke it at any time before it is exercised by: (i) attending the Annual
Meeting and voting in person; (ii) duly executing and delivering a proxy bearing
a later date; or (iii) sending a written notice of revocation to the Secretary
of the Company at its corporate offices. The corporate offices of the Company
are located at 14505 North Hayden Road, Suite 305, Scottsdale, Arizona
85260-6951 and its telephone number is (480) 948-8324.

The information included herein should be reviewed in conjunction with the
financial statements, notes to financial statements, independent accountants'
report and other information included in the Company's 2004 Annual Report to
Shareholders that will be mailed with this Proxy Statement to all shareholders
of record on the Record Date. The Board of Directors knows of no other matters
that may be brought before the Annual Meeting. However, if any other matters are
properly brought before the Annual Meeting, persons named in the enclosed proxy
or their substitutes will vote in accordance with their best judgment on such
matters.

ELECTION OF DIRECTORS

The Board of Directors of NSC (the "Board") has recommended the election of
three directors. The Board recommends that the shareholders elect the nominees
named below as directors of NSC for the ensuing year and until their successors
are elected and qualified. The persons named in the enclosed form of proxy
intend to vote for the election of the three nominees listed below. Mr. Grollman
is Chief Executive Officer and is serving as Chairman of the Board and Acting
Chief Financial Officer, Mr. Clark is President of National Scientific and is
currently serving as Secretary and a director, and Mr. Szabo is currently
serving as an outside director. Each nominee has indicated a willingness to
serve, but in the event any one or more of such nominees for any reason should
not be available as a candidate for director, votes cast will be cast pursuant
to authority granted by the enclosed proxy for such other candidate or
candidates as may be determined by the holders of such proxy. The Board knows of
no reason to anticipate that any of the nominees will not be a candidate at the
Meeting.

Name Current Position With NSC Age
------------------- ------------------------------------- ---

Michael A. Grollman Chief Executive Officer, Acting Chief 43
Financial Officer and
Chairman of the Board
Graham L. Clark President, Director, Secretary 50
Gregory Szabo Director (Outside) 51

MICHAEL A. GROLLMAN. Michael Grollman first became Chief Operation Officer
in October 2000. Mr. Grollman was named President in April 2001, Chief Executive
Officer in January of 2002, Chairman of the Board in December 2002, and Acting
Chief Financial Officer in June of 2003. From 1998 to September 2000, Mr.
Grollman served as Regional Service Director of MicroAge, Inc., a company that
provides customer-configured technology solutions to businesses. He served as
General Manager, Executive Vice President, and Chief Technology Officer for
Advanced Information Systems from 1987 to 1998. Mr. Grollman received his
Bachelor of Science degree in chemistry from the State University of New York.
He received his MBA from Arizona State University.

GRAHAM L. CLARK. Graham Clark joined National Scientific in early 2001 as
general manager of the sales organization. He became Vice President of
Technology Applications and Sales for National Scientific in the spring of 2002,
a Director in August of 2002, and became Corporate Secretary in January of 2003.
Mr. Clark was named President of National Scientific in September of 2003. For
the two years immediately before joining National Scientific, Mr. Clark was the
General Manager of the Billet Precision Engineering Group, a privately held
start-up manufacturing company providing custom engineering and manufacturing
solutions to the semiconductor industry and other related industries. Prior to
his tenure with Billet, he worked as Corporate General Manager for Amtech
Systems, Inc. a semiconductor equipment manufacturer. Six years prior, he was a
founder and senior partner of GC Technology, a private representative
organization for semiconductor capital equipment. Mr. Clark has a Bachelor of
Science degree in mechanical engineering from Paisley University in Scotland.

GREGORY SZABO. Gregory Szabo joined National Scientific's board on October
1, 2003 as an outside Director. Mr. Szabo serves on the Board's Audit and
Compensation Committees. Mr. Szabo served in various executive positions at
Exten Corporation, including President of Exten Corporation and CEO of MultiCell
Technologies, Inc. from approximately May 2000 to April 2004, where he was
responsible for public reporting, fund-raising for the corporation and overall
accountability for its subsidiaries, including revenue generation, intellectual
property protection and organizational development. Mr. Szabo was also a
director at Exten, a publicly traded company. Immediately before joining Exten,
Mr. Szabo was for a number of years President & CEO of Titan Scan Corporation, a
division of Titan Corporation, with subsidiaries in sterilization, defense,
software, and communications. Mr. Szabo has held several executive positions
with Sunrise Medical Inc., a manufacturer and distributor of numerous
institutional and retail products. Mr. Szabo earned a BA in Psychology from the
University of Toledo and a MA in Management from the Drucker Graduate School at
Claremont University.

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" EACH
NOMINEE FOR THE BOARD OF DIRECTORS.
(PROPOSAL 1)

COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS

Our business is managed under the direction of the Board of Directors. The
Board meets on a regularly scheduled basis to review significant developments
affecting us and to act on matters requiring Board approval. It also holds
special meetings when an important matter requires Board action between
scheduled meetings. The Board met eight (8) times during fiscal 2004. Each
serving director attended 100% of the meetings held in 2004 by the Board and the
committees of the Board on which such director served. The Board of Directors
was made up of three members during all of fiscal 2004. Michael A. Grollman has
been a director since November of 2000. Graham L. Clark has been a director
since August of 2002. Former director Mr. Lou Ross retired from the board on
September 30, 2003 for personal reasons, citing no conflicts with management or
board policy. Mr. Szabo joined the board on October 1, 2003. Currently, our
Board of Directors consists of three members, Michael A. Grollman, Chairman,
Graham L. Clark, Secretary, and Gregory Szabo. These Board members were
re-elected by shareholder vote in March 2004.

As of September 30, 2004, the Company had two committees, the Audit
Committee and the Compensation Committee. Mr. Greg Szabo is chairman of our
audit committee as an outside director and financial expert, and is currently

its sole member. The audit committee has reviewed our financial statements for
the fiscal year ended September 30, 2004, as audited by Hurley & Company,
National Scientific's independent auditors. Hurley & Company has discussed these
financial statements with management and the audit committee.

Gregory Szabo served on the Compensation Committee.

All new directors appointed after the end of fiscal year 2002 (employee or
non-employee) will be provided with a one-time grant of 20,000 shares of NSC
restricted Common Stock upon original appointment to the Board. This stock will
be subject to forfeiture back to the Company should the Director for any reason
not serve a full term on the Board at least up to the next Annual Meeting of
Shareholders.

Current employee-directors are not paid cash or stock for board service,
but are expected to provide board service as a part of their standard
compensation from the Company.

Non-employee directors will also be paid $1,250 per Board meeting, which
includes telephone board meetings as well as face-to-face board meetings. This
$1,250 fee will be in the form of $250 cash and $1,000 of NSC restricted common
stock. The restricted Common Stock will be at risk of forfeiture back to the
Company if the director does not serve his complete term out to the next annual
shareholders' meeting. This fee will not be paid for telephone conversations
involving board members or others where no formal board meeting has been
declared, or for normal committee meetings. Stock grants and option grants to
directors will be made retrospectively and quarterly at the end of the fiscal
quarter, in order to reduce SEC filing expenses. Stock grants made for specific
dollar amounts will be computed using the average closing price of the Company's
common stock during the prior quarter.

Non-employee directors will also be paid retrospectively a quarterly
retainer of 10,000 options (as defined in the 2000 NSC Stock Option Plan) to
purchase free trading NSC common stock at the end of each fiscal quarter they
have served. The options will be immediately vested at point of grant, and will
be issued at a strike price equal to the average closing price for the Company's
common stock for that quarter.

Non-employee directors who serve on a board committee, such as the audit,
nominating, or compensation committees, will also be paid retrospectively a
quarterly additional retainer of 10,000 options (as defined in the 2000 NSC
Stock Option Plan) to purchase free trading common stock at the end of each
fiscal quarter they have served. The options will be immediately vested at point
of grant, and will be issued at a strike price equal to the average closing
price for the Company's common stock for that quarter. Non-employee directors
who serve on multiple committees will be paid this bonus only once for general
committee service, however, as it is not paid for each committee of service.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table below sets forth certain information, as of January 31, 2005,
concerning the beneficial ownership by (i) all current directors, (ii) each of
our named executive officers, (iii) each person known to us to be the beneficial
owner of more than five percent (5%) of our outstanding common stock, and (iv)
all of our directors and executive officers as a group. To our knowledge, all
persons listed in the table have sole voting and investment power with respect

to their shares, except to the extent that their respective spouses share
authority under applicable law.

Number of
Common Shares Percent of
Beneficially Outstanding
Name and Address of Beneficial Owner (1) Owned (2) Shares
- ---------------------------------------- ------------- -----------

Michael A. Grollman 4,066,000 (3) 4.4%
Graham L. Clark 1,451,667 (4) 1.6%
Gregory Szabo 157,240 (5) 0.2%

All executive officers and directors
as a group (3 persons) 5,674,907 6.2%
- -------------

(1) The business address for all directors and officers is c/o National
Scientific Corporation, 14505 North Hayden Road, Suite 305, Scottsdale,
Arizona 85260-6951.
(2) A person is deemed to be the beneficial owner of securities that can be
acquired within 60 days from the date set forth above through the exercise
of any option, warrant, or right. Shares of Common Stock subject to
options, warrants, or rights that are currently exercisable or exercisable
within 60 days are deemed outstanding for computing the percentage of the
person holding such options, warrants, or rights, but are not deemed
outstanding for computing the percentage of any other person. The amounts
and percentages are based upon the approximately 91,500,657 shares of
Common Stock outstanding as March 17, 2005.
(3) Includes 1,050,000 shares underlying currently exercisable stock options
and warrants, and 2,750,000 shares of restricted Common Stock subject to
substantial risk of forfeiture.
(4) Includes 326,667 shares underlying currently exercisable stock options and
warrants and 1,000,000 shares of restricted Common Stock subject to
substantial risk of forfeiture.
(5) Includes 80,000 shares underlying currently exercisable stock options and
warrants and 77,240 shares of restricted Common Stock subject to
substantial risk of forfeiture.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
our directors and executive officers, as well as persons beneficially owning
more than 10% of the our outstanding Common Stock, to file certain reports of
ownership with the Commission within specified time periods. Such officers,
directors, and shareholders are also required by Commission's rules to furnish
the Company with copies of all Section 16(a) forms they file.

Based solely on our review of such forms, all requirements received by it,
or written representations from certain reporting persons, we believe that
between October 1, 2003 and September 30, 2004, all Section 16(a) filing
requirements applicable to its officers, directors and 10% shareholders were
met.

EXECUTIVE COMPENSATION

The following table sets forth certain information regarding annual and
long-term compensation for services rendered to the Company during the fiscal
years ended September 30, 2004, 2003, and 2002 to the Chief Executive Officer of
the Company, and other named executive officers who served NSC in fiscal year
2004 and whose total salary and non-cash compensation exceeded $100,000 for the
applicable fiscal periods. The table below includes salary earned and paid in
the fiscal year ending September 30, 2004, and also salary earned in that year
but as yet unpaid as of January 31, 2005.

SUMMARY COMPENSATION TABLE

Long-Term Compensation
----------------------------------
Annual Compensation Awards Payouts
------------------------------- ----------------------- -------
Other Restricted Securities
Annual Stock Underlying LTIP All Other
Name and Principal Fiscal Salary Bonus Compensation Award(s) Options/ Payout Compensation
Position Year ($)(1) ($) ($) ($)(2) SARS (#) ($) ($)(3)
- ----------------------- ------ ------- ----- ------------ ---------- ---------- ------- ------------

Michael A. Grollman 2004 94,200 -- -- -- -- -- 70,800
CEO, Chairman, 2003 64,640 -- -- -- -- -- 70,360
& Acting CFO (4) 2002 138,000 -- -- 78,750 -- -- 43,500

Graham L. Clark 2004 101,100 -- -- -- -- -- 41,400
President, Director (5) 2003 69,639 -- -- -- -- -- 50,360
2002 75,385 -- -- 63,000 -- -- 15,624

Lou L. Ross 2004 -- -- -- -- -- -- --
Former CEO & 2003 -- -- -- 17,650 -- -- --
Chairman (retired) (6) 2002 86,000 -- 12,700 4,500 -- -- --

Sam H. Carr 2004 -- -- -- -- -- -- --
Former CFO (7) 2003 -- -- 32,362 -- -- -- --
2002 160,275 -- 34,166 -- -- -- --

Gregory Szabo 2004 -- -- -- -- -- -- 2,250
Director (8)

- -------------------

(1) Unpaid wages in this table are subject to Agreements with listed persons
that allow for interest of approximately prime rate plus 2% accruing on
those unpaid wages until paid. These accruals for interest are shown as
approximate through fiscal year-end September 2004.
(2) Stock grants included in this column are for common stock valued at 90% of
the closing sales price for such shares on the date of grant. Closing sales
price at fiscal year end September 2004 was approximately $0.075 per share,
and closing sales price at fiscal year end September 2003 was approximately
$0.16 per share.
(3) Includes unpaid salary forgone at the election of executive officers
Grollman and Clark pursuant to a registrant program under which stock,

stock-based or other forms of non-cash compensation may be received by a
named executive in lieu of a portion of annual compensation earned in a
covered fiscal year.
(4) Salaries of $70,800, $70,360, and $43,500 were not paid in cash, but
deferred to a future period for fiscal years 2004, 2003, and 2002
respectively. Subsequent to September 30, 2002, Mr. Grollman exchanged
$10,000 of this deferred salary for a B Unit in our November 2002 Private
Placement Offering for 125,000 shares of restricted stock and 100,000
common stock purchase warrants exercisable at a price of $0.50 per share,
thus reducing 2002 unpaid wages for that year to $33,500. Other
Compensation for 2002 also includes $78,750 for common stock grants subject
to risk of forfeiture if calendar 2004 sales do not meet or exceed key
targets, and in exchange for salary reduction in calendar year 2003 of
$60,000 (See Note 2 above and Employment Agreements below). In December
2003 Mr. Grollman agreed to convert approximately $150,000 of his back pay
and accrued vacation pay to our restricted common stock, at a rate equal to
the then currently available private placement share price of $0.10 per
share. Mr. Grollman received this stock in January of 2004. Also subsequent
to fiscal 2004 year-end, Mr. Grollman deferred $6,000 of his October and
$5,000 of his November, December, and January 2005 monthly salary of
$15,000 to a future period. During fiscal 2004 and up to January 2005, Mr.
Grollman's share of contributions to the Company's health insurance program
of approximately $10,000 were deducted from the balance of wages owing,
leaving as of the end of January 2005, unpaid wages of approximately
$69,362 accrued vacation pay of approximately $18,123 and accrued interest
on deferred salary of approximately $9,898 for a combined total of
approximately $97,384.
(5) Salaries of $41,400, $50,360, and $15,624 were not paid in cash, but
deferred to a future period for fiscal years 2004, 2003, and 2002
respectively. Subsequent to September 30, 2002, Mr. Clark exchanged $10,000
of deferred salary for a B Unit in our November 2002 Private Placement
Offering for 125,000 shares of restricted stock and 100,000 common stock
purchase warrants exercisable at a price of $0.50 per share. Other
compensation for 2002 also includes $63,000 for restricted common stock
grants subject to risk of forfeiture if 2004 sales do not meet or exceed
key targets (See Note 2 above and Employment Agreements below). Also
subsequent to September 30, 2004 year-end, Mr. Clark deferred $3,500,
$2,500, and $5,000 of his October, November, and December monthly salary of
$12,500 to a future period. During fiscal 2004 and up to January 2005, Mr.
Clark's share of contributions to the Company's health insurance program of
approximately $11,667 were deducted from the balance of wages owing,
leaving as of the end of January 2005, unpaid wages of approximately
$92,224, accrued vacation pay of approximately $23,705 and accrued interest
on deferred salary of approximately $9,309 for a combined total of
approximately $125,238.
(6) Other Compensation for 2003 and 2002 includes common stock grants paid as
board service fees. Mr. Ross resigned as an employee in January of 2002 and
as a director in September 2003.
(7) Other Compensation for 2003 includes $32,362 of contractor fees for
services rendered in the six months to March 2003, of which approximately
$17,083 remains unpaid. For 2002 salary of $30,173 was not paid out in
cash, but deferred to a future period, and remains unpaid, including all
accrued vacation through July 2002, plus an estimated $1,500 in interest
through September 30, 2002. Other Compensation for 2002 includes $34,166 of
contractor fees for services rendered in August and September of 2002, of
which $21,337 remains unpaid. Subsequent to year ending September 2002,
$10,000 of other deferred contractor fees was exchanged by Mr. Carr for an

A Unit in the Company's November 2002 Private Placement Offering for
250,000 shares of restricted stock and 100,000 Common Stock purchase
warrants exercisable at a price of $.30 per share. Other Compensation in
2001 for Mr. Carr includes the value of options granted at an exercise
price below the market value of the stock on the date of grant. Mr. Carr
resigned in July 2002 as an employee and a director. (See Employment
Agreements below).
(8) Other Compensation for 2004 includes $2,250 for board fees.

EMPLOYMENT AGREEMENTS

We engaged Mr. Grollman as an independent contractor from October 7, 2000
until November 30, 2000. He was paid $15,000 monthly for his services as an
independent contractor. Effective December 1, 2000, Mr. Grollman became an
employee of NSC under a one-year contract to serve as NSC's Chief Operating
Officer. Mr. Grollman was named President in April 2001. The contract
automatically renews for additional one-year terms unless either party chooses
to terminate, or it remains in force through at least calendar year 2004. Mr.
Grollman's contract calls for an annual gross salary of $180,000, payable
semi-monthly. Also in accordance with the contract, on December 1, 2000, NSC
granted Mr. Grollman 100,000 shares of restricted Common Stock, subject to risk
of forfeiture should Mr. Grollman not fulfill his employment agreement. Also on
December 1, 2000, NSC granted Mr. Grollman 500,000 vested options to purchase
Common Stock at the closing sales price of the Common Stock on December 1, 2000.
Additional option grants are included in Mr. Grollman's employment contract for
each whole dollar amount increase in the market value of NSC's Common Stock. The
whole dollar amount increase is measured over a moving two-week average. For
each whole dollar amount attained between $1 and $15 inclusive, Mr. Grollman
will receive 75,000 options at the whole dollar amount option price. Mr.
Grollman is also entitled to additional options at various but declining levels
for increases in stock value up to $50 per Common Share. In the event of a
change in control or sale of substantially all the assets of NSC, the employment
agreement between Mr. Grollman and NSC automatically terminates, and Mr.
Grollman is to receive one hundred fifty percent (150%) of the then current
year's annual salary.

In January of 2002 Mr. Grollman agreed to defer 20% of his salary until
such a time as cash was more available, reducing his immediately payable cash
salary to $12,000 per month. For September, October, and November of 2002, Mr.
Grollman deferred 100% of his payable salary, reducing his immediately payable
cash salary to $0 per month. Mr. Grollman agreed from January 2003 through
December 2003 to reduce his total payable salary for the 2003 year to $120,000
per year. In addition to this reduction, during the year ended September 30,
2003 Mr. Grollman deferred $70,360 of his salary and was paid $64,640 in cash.
For the three months ending December 31, 2003, Mr. Grollman deferred $19,900 in
salary and was paid $10,100 in cash. For the fiscal year ended September 30,
2004 salary of $70,800 was not paid in cash, but deferred to a future period.
Also subsequent to fiscal 2004 year-end, Mr. Grollman deferred $6,000 of his
October and $5,000 of his November monthly salary of $15,000 to a future period.
For calendar year 2004, Mr. Grollman agreed to defer up to $30,000 of his
contracted pay as needed.

In September 2002, the Company's Board initiated a restricted stock
retainage program ("Stock Retainage Program") to retain key staff during a
period of financial difficulty in calendar year 2002. The Company allocated
approximately $150,000 in restricted Common Stock from this Stock Retainage

Program pool of shares, to be granted to key employees during the year, subject
to the Company exceeding sales growth objectives and expense reduction
objectives in 2003. Failure to meet these objectives under the plan would result
in the forfeiture by staff of this entire stock grant by all participants. These
goals were not met in calendar year 2003. In January of 2004, the Company's
Board extended this program into 2004, and set new sales growth objectives for
the year at a level 50% higher than the previous year's program, giving plan
participants an additional year to fully earn this stock grant. On August 19,
2003, a participant of the plan left the company and his grant of 800,000 shares
were forfeited back to the company at the average market price per share of
$0.15. On September 30, 2003 the 800,000 shares of common stock resulting from
the forfeiture was allocated to the plan. We issued this stock under the terms
of the plan to several employees in 2004 that are not officers or directors of
the Company.

Mr. Grollman was granted 750,000 shares of stock from this Stock Retainage
Program pool of shares, subject to the Company achieving in excess of $400,000
in sales in calendar year 2004. Mr. Grollman was granted an additional 500,000
shares of stock under this program, subject to sales exceeding $1,500,000 for
calendar year 2004.

In December 2003 Mr. Grollman agreed to convert approximately $150,000 of
his back pay and accrued vacation pay (See Summary Compensation Table above -
note 4) to the Company's restricted Common Stock, at a rate equal to the then
currently available private placement share price of $0.10 per share. Mr.
Grollman received this stock in January of 2004.

The board of directors also considered granting approximately 500,000
additional options to Mr. Grollman in calendar year 2004 based on the
achievement of calendar year 2004 business objectives, including such areas as
product development and customer base development. The plan has been approved by
the board of directors, subject to availability of sufficient options in the
plan. These options were not issued

Mr. Clark was hired in December 2000 as manager of the sales organization.
He was hired as an at-will employee at a rate of $120,000 per year base salary,
plus commission on sales. He became Vice President of Technology Applications &
Sales for National Scientific in September 2001, a Board director, and formally
an officer of the corporation in August of 2002. In January of 2003, Mr. Clark
entered into a one-year employment contract with the Company to serve as Vice
President of Technology Applications & Sales. In June of 2003 Mr. Clark was
named President of the Company. The contract automatically renews for additional
one-year terms unless either party chooses to terminate. Mr. Clark's contract
provides for an annual gross salary of $150,000, payable monthly. In the event
of a change in control or sale of substantially all the assets of NSC, the
employment agreement between Mr. Clark and NSC automatically terminates, and Mr.
Clark is to receive fifty percent (50%) of the then current year's annual
salary.

For September, October, and November of 2002, Mr. Clark deferred 100% of
his payable salary, reducing his immediately payable cash salary to $0 per
month. During the year ended September 30, 2003 Mr. Clark deferred $50,360 of
his salary and was paid $69,640 in cash. During the year ended September 30,
2004 Mr. Clark deferred $41,400 of his salary and was paid $101,100 in cash.
Also subsequent to fiscal 2004 year-end, Mr. Clark deferred $3,500 of his
October and $2,500 of his monthly salary of $12,500 to a future period.

Mr. Clark was granted 500,000 shares of stock from the Company's Stock
Retainage Program pool of shares discussed above, subject to the Company
achieving in excess of $400,000 in sales in calendar year 2004. Mr. Clark was
granted an additional 500,000 shares of stock under this program, subject to
sales exceeding $1,500,000 for calendar year 2004.

Our board of directors also considered granting approximately 500,000
additional options to Mr. Clark in calendar year 2004 based on the achievement
of calendar year 2004 business objectives, including such areas as product
development and customer base development. The plan was approved by the board of
directors, subject to availability of sufficient options in the plan. These
options were not issued.

Throughout fiscal 2000, Mr. Ross was engaged as an independent contractor
for National Scientific. As such, Mr. Ross was paid a monthly fee of $9,500,
subject to cash availability. Effective December 1, 2001, Mr. Ross became an
employee of National Scientific. Throughout fiscal 2001 and continuing into
2003, Mr. Ross served without a written contract and was paid $9,500 monthly. In
addition, in connection with an equity transaction involving Mr. Ross and his
spouse in September 1999, the Board of Directors granted Mr. Ross the right to
receive 4% of our gross revenues. In partial consideration for the forgiveness
of this right to 4% of our future revenues, National Scientific agreed to issue
500,000 restricted shares of our common stock to Mr. Ross. The 500,000 shares
are subject to the terms of a Restricted Stock Award Agreement, which required
that the shares issued be released only when the market price of the stock
exceeds $2.50 per share.

Subsequent to fiscal year end 2001, National Scientific granted Mr. Ross
options to purchase an aggregate of 750,000 shares of common stock. The options
consist of ten separate groups of 75,000 shares each, whose exercise prices
range from $1 to $10 per share, which vest when the previous five day average
market price exceeds even dollar levels beginning with $1 per share through $10
per share. On September 30, 2003, these options were forfeited and returned to
us.

In February of 2002, Mr. Ross resigned as an employee of National
Scientific, and became a part-time contractor, paid at a rate of $10,000 per
month, of which 20% would be deferred until a future date. The term of the
agreement was two years and it required that Mr. Ross provide approximately 80
hours per month management-consulting services to NSC and serve as a director.
In July 2002, National Scientific and Mr. Ross amended the contract to eliminate
mandatory monthly minimum cash payments and minimum hours per month for on-going
consulting duties other than his responsibilities as a director. Under this
revised contract, Mr. Ross was paid a director's fee of $2,500 per month in our
restricted common stock. In February 2003 this contract was again revised, and
from February 2003 to September 30, 2003 Mr. Ross agreed to take a reduction in
his director's fees and accept 50,000 shares of common stock in lieu of cash for
board services for the entire six-month period. Mr. Ross retired from the board
on September 30, 2003. His major contract duties as an NSC consultant ended in
February 2004, although some confidentiality provisions of this agreement
continue into 2005.

Mr. Carr served NSC as an independent contractor from October 15, 2000
until November 30, 2000. He was paid $13,750 monthly for his services. Effective
December 1, 2000, Mr. Carr became employed under a one year contract to serve as
NSC's Chief Financial Officer. The contract automatically renews for additional
one-year terms unless either party chose to terminate. Mr. Carr's contract

provided for an annual gross salary of $180,000, payable semi-monthly. Also in
accordance with the contract, on December 1, 2000, NSC granted Mr. Carr 100,000
vested options to purchase Common Stock at a price equal to 25% of the closing
price per share on December 1, 2000. Also on December 1, 2000, NSC granted Mr.
Carr 500,000 vested options to purchase Common Stock at the closing sales price
of the shares on December 1, 2000. Additional option grants were included in Mr.
Carr's employment contract for each whole dollar amount increase in the market
value of NSC's Common Shares. The whole dollar amount increase is measured over
a moving two-week average. For each whole dollar amount attained between $1 and
$15 inclusive, Mr. Carr would receive 75,000 options at the whole dollar amount
option price. Mr. Carr was also entitled to additional options at various but
declining levels for increases in stock value up to $50 per Common Share.

From January of 2002 through July of 2002, Mr. Carr deferred 20% of his
salary, subject to future cash availability, reducing his monthly salary cash
payments to $12,000 per month.

In July of 2002, Mr. Carr resigned as CFO and also as an employee and a
director of NSC, and became a full-time non-employee contractor for the Company.
He signed a one-year contract, the terms of which were similar to his previous
employment contract with the Company, although all employee-related benefits
were eliminated, and his hourly rate of pay was changed to approximately $97 per
hour, or approximately $17,000 per month. Mr. Carr's contract provided his
oversight of important financial activities within the Company. In November
2002, the Company and Mr. Carr amended this contract to eliminate his on-going
oversight duties, and to eliminate mandatory monthly payments. Mr. Carr was
retained on this basis during the month of December 2002 to assist with
preparation of the Company's annual 10-KSB report and other matters, for which
he was paid approximately $12,000 in cash. In January 2003 Mr. Carr and the
Company agreed to secure his services as a financial consultant for a minimum
retainer of ten hours per month at a rate of $120 per hour. This retainer
agreement ended on April 1, 2003.

In January 2003, we, under our Restricted Stock Retainage Plan initiated in
September 2002, issued 2,550,000 shares of common stock at an average price of
$0.06 or 90% of the price on the grant date of September 30, 2002. These grants
were provided originally to Michael Grollman, Graham Clark, David Mandala, and
Karen Fuhre. Mr. Mandala left the firm in mid-2003, and his shares under the
plan were reallocated to Oscar Quadros and Paul Davidson. These stock grants
were contingent upon National Scientific achieving sales targets for calendar
year 2003. Should these targets not be met, these shares would be forfeited, or
we and the employees involved in the program would elect to establish new goals
for calendar year 2004, in order to motivate the staff to perform and
simultaneously conserve cash resources during the next calendar year, using the
same stock grants, as yet unearned, as long term incentive. In February 2005,
the board extended the Stock Retainage Program through the end of calendar year
2005, keeping the achievement targets the same as in calendar year 2004.

During the fiscal years ending September 30, 2004 and 2003, we issued
160,084 and 946,270 shares, respectively, of our common stock to our consultants
in lieu of cash compensation. During fiscal 2004, we granted 790,000 options to
our consultants and employees to purchase shares of our common stock. The
options granted had exercise prices ranging from $0.09 per share to $0.16 per
share. The exercise prices were generally below market on the date of grant, and
vested. We granted these options as a means of compensation to consultants to
conserve operating cash. During fiscal 2003, substantially all option grants
were issued to employees.

REPORT OF AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Audit Committee of the Board of Directors (the "Audit Committee") is
responsible for, among other things, reviewing and discussing the audited
financial statements with management, discussing with the Company's auditors
information relating to the auditors' judgments about the quality of the
Company's accounting principles, recommending to the Board of Directors that the
Company include the audited financials in its Annual Report on Form 10-KSB and
overseeing compliance with the Securities and Exchange Commission requirements
for disclosure of auditors' services and activities.

REVIEW OF AUDITED FINANCIAL STATEMENTS

Our Board's audit committee was established in December 2000. The audit
committee met three (3) times during calendar year 2004. Mr. Greg Szabo is
chairman of our audit committee as an outside director and financial expert, and
is currently its sole member. The audit committee has reviewed our financial
statements for the fiscal year ended September 30, 2004, as audited by Hurley &
Company, National Scientific's independent auditors. Hurley & Company has
discussed these financial statements with management and the audit committee.

The Audit Committee has reviewed and discussed the audited financial
statements with management. The Audit Committee has discussed with the
independent auditors the matters required to be discussed by Statement on
Auditing Standards No. 61. The Audit Committee has received the written
disclosures and the letter from the independent accountants required by
Independence Standards Board Standard No. 1 and has discussed with the
independent accountant the independent accountant's independence. Based on the
review and these discussions, the Audit Committee recommended to the Board of
Directors that the audited financial statements be included in the company's
Annual Report on Form 10-KSB for fiscal year ended September 30, 2004 for filing
with the Commission Review of Audited Financial Statements.

AUDIT FEES

Hurley & Company billed us approximately $18,100 for the following
professional services: audit of the annual financial statements for the fiscal
year ended September 30, 2004, and review of the interim financial statements
included in quarterly reports on Form 10-QSB for the quarterly periods ended
December 31, 2003, March 31, 2004, and June 30, 2004.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

The Company did not engage Hurley & Company to provide services to the
Company regarding financial information systems design and implementation during
the fiscal year ended September 30, 2004.

ALL OTHER FEES

Hurley & Company billed the Company approximately $1,500 for other services
for the fiscal year ended September 30, 2004 for audit services in connection
with the filing of a registration statement on Form SB-2 with the Securities and
Exchange Commission.

OTHER

The Board of Directors has considered whether the provision of non-audit
services is compatible with maintaining Hurley & Company's independence, and has
decided not to secure such services from Hurley & Company at this time.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In October 2002, Mr. Lou Ross, the former Chairman of the Board, and a
Director until September 30, 2003, was paid for his services as an active member
of the board in shares of restricted common stock, in lieu of cash. The former
Chairman received 66,806 restricted common shares at an average price on the
date of grant of $0.11 per share.

In June 2003, we entered into an agreement to restructure and repay an
outstanding debt to Mr. Lou Ross, a Director of National Scientific. Together
with Mr. Ross, we aggregated the value of all sums we currently owed to Mr.
Ross. This included notes executed of approximately $75,000, all salary deferred
by Mr. Ross in 2002 of approximately $8,300, and all cash board fees deferred in
2002 by Mr. Ross of approximately $3,000, for a total amount payable to Mr. Ross
as of June 11, 2003 of approximately $86,500. Mr. Ross agreed to accept one-half
of this sum, or $43,250, in restricted common stock issued at the then-current
market price of $0.15 cents per share, for a total share grant to Mr. Ross of
288,334 shares. Mr. Ross also agreed to convert the remaining one-half of the
total debt outstanding from us to him, or $43,250, into a three-year interest
free note, with no payments required by us until the end of the three-year
period, and which could be paid by us at any time before the three-year period
elapses with either cash or its restricted common stock or a combination of cash
and stock. With this agreement, we no longer have any outstanding delinquent
notes to Mr. Ross, and our liabilities have been reduced by $43,250, though he
remains a significant stockholder of ours.

Mr. Ross also agreed to take a reduction in his Director's fees for the
period from February 2003 to the end of the fiscal year ending in September
2003, and to accept 50,000 shares of our restricted common stock in lieu of cash
for these board services, which was paid to him in stock on June 11, 2003. On
September 30, 2003, at the point of his resignation from the Board, Mr. Ross
surrendered all stock options he had received from us.

On September 30, 2002 we started a restricted Stock Retainage Program to
retain key staff during a period of financial difficulty with significant
periods of cash wage deferrals. We allocated approximately 3,350,000 shares with
a current market value of $150,000 from this Stock Retainage Program pool of
shares in fiscal 2002, to be granted to key personnel. Grants from this pool of
shares have been made to Michael Grollman, Graham Clark, Karen Fuhre, Oscar
Quadros, and Paul Davidson. As of the date of this report, none of these grants
have been fully earned, and they remain subject to substantial risk of
forfeiture. In February 2005, the board extended the Stock Retainage Program
through the end of calendar year 2005, keeping the achievement targets the same
as in calendar year 2004.

From time to time, our officers and directors may provide short-term loans
to the Company. In February 2005, our Chairman Michael Grollman made a personal
loan to us in the amount of $35,000 to assist NSC with short-term cash
requirements. The loan is evidenced by an unsecured promissory note that
provides for repayment within 90 days or less, at no interest. The promissory

note also provides that if repayment takes longer than 90 days, then interest
accrues at a rate of 6 percent per year until paid in full.

RATIFCATION OF INDEPENDENT AUDITORS
(PROPOSAL NO. 2)

The Board of Directors believes that under newly adopted regulations and
guidelines arising from the Sarbanes-Oxley Act, it may be required to rotate its
independent auditor during the next year. This possible change in no way
reflects on the quality of service provided in the past by our current
independent auditor, Hurley & Company. The Board has not made a decision in this
area, but we are considering Epstein Weber & Conover, PLC as the independent
public accountants for the Company for fiscal 2005. As a result, we are seeking
shareholders vote for ratification of such appointment. Shareholder ratification
of the selection of our independent auditor is not required by the Company's
Bylaws or otherwise. However, the Board is submitting the selection of Epstein
Weber & Conover, PLC for shareholder ratification as a matter of good corporate
practice. Notwithstanding the selection, the Board and its Audit Committee, at
its sole discretion, may direct the re-appointment of Hurley & Company or of a
new independent accounting firm at any time during the year if the Board feels
that such a change would be in the best interests of the Company and its
shareholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR"
THIS PROPOSAL.

AMENDMENT TO ARTICLES OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED COMMON SHARES
(PROPOSAL NO. 3)

DESCRIPTION OF THE PROPOSAL

On February 21, 2005, the Board approved, subject to the consideration and
approval of the shareholders of NSC, a proposed amendment to NSC's Articles of
Incorporation to increase the authorized capital stock of NSC by increasing the
number of Common Shares available for issuance from 120,000,000 to 187,000,000.
The number of shares of Preferred Stock available for issuance shall remain at
4,000,000 shares.

RATIONALE FOR THE PROPOSAL

The proposal to increase NSC's authorized Common Shares is intended to
ensure that NSC has sufficient Common Shares that could be used in connection
with general corporate purposes, including such areas as mergers and
acquisitions, and to raise additional capital, which could include public
offerings or private placements of Common Shares or securities convertible into
Common Shares and to ensure that NSC has sufficient Common Shares to provide
additional authorized shares that could be issued in connection with the
exercise of stock options or possible future stock splits or stock dividends.

While the Board believes it to be important that NSC have the flexibility
that would be provided by having available additional authorized Common Shares,
NSC does not now have any commitments, arrangements or understandings which
would require the issuance of such additional Common Shares other than the
shares reserved for issuance pursuant to outstanding options and warrants. The

availability of additional authorized Common Shares would simply permit the
Board to respond in a timely manner to future opportunities and business needs
of NSC as they may arise and would avoid the possible necessity and expense of a
special meeting of shareholders to increase the authorized Common Shares.

If the authorized Common Shares are increased as proposed, the authorized
Common Shares would be available for issuance from time to time upon such terms
and for such purposes as the Board may deem advisable without further action by
the shareholders of NSC except as may be required by law or the rules of any
stock exchange on which the Common Shares may be listed. Such an issuance may
decrease or increase the book value per Common Share presently issued and
outstanding, depending upon whether the consideration paid for such newly issued
shares is less or more than the book value per Common Share prior to such
issuance. The issuance of additional Common Shares could dilute the voting power
and equity of the holders of outstanding Common Shares and may have the effect
of discouraging attempts by a person or group to take control of NSC.

VOTE REQUIRED

Adoption of the proposal to amend NSC's Articles of Incorporation to
increase the number of authorized Common Shares requires the affirmative vote of
the holders of two-thirds (2/3) of the Common Shares outstanding on the Record
Date. If approved by the shareholders, such amendment will become effective on
the filing with the Secretary of State of Texas of the Articles of Amendment of
Articles of Incorporation in the form of Exhibit A attached hereto.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" NSC'S
PROPOSAL TO AMEND NSC'S ARTICLES OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED COMMON SHARES FROM 120,000,000 TO 187,000,000.

PROPOSALS FOR 2006 ANNUAL MEETING

Any shareholder who wishes to present any proposal for shareholder action
at the next Annual Meeting of Shareholders to be held in 2006, must send the
proposal in time for it to be received by the Company's Secretary, at the
Company's offices, not later than Tuesday, November 1, 2005, in order to be
included in the Company's proxy statement and form of proxy for that meeting.
Such proposals should be addressed to the Corporate Secretary, 14505 North
Hayden Road, Suite 305, Scottsdale, Arizona 85260-6951. If a shareholder
proposal is introduced at the 2006 Annual Meeting of Shareholders without any
discussion of the proposal in the Company's proxy statement, and the shareholder
does not notify the Company on or before Tuesday, November 1, 2005, as required
by SEC Rule 14(a)-4(c)(1), of the intent to raise such proposal at the 2006
Annual Meeting of Shareholders, then proxies received by the Company for the
2006 Annual Meeting will be voted by the persons named as such proxies in their
discretion with respect to such proposals. Notice of such proposal is to be sent
to the above address.

By Order of the Board of Directors

/s/ Graham L. Clark

Graham L. Clark, Secretary
Dated March 24, 2005

REQUESTS FOR FORM 10-KSB

UPON WRITTEN REQUEST, NATIONAL SCIENTIFIC CORPORATION WILL FURNISH, WITHOUT
CHARGE TO PERSONS SOLICITED BY THIS PROXY STATEMENT, A COPY OF OUR REPORT ON
FORM 10-KSB FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE FISCAL
YEAR ENDED SEPTEMBER 30, 2004. REQUESTS SHOULD BE ADDRESSED TO: NATIONAL
SCIENTIFIC CORPORATION, 14505 NORTH HAYDEN ROAD, SUITE 305, SCOTTSDALE, ARIZONA
85260-6951, ATTENTION: KAREN FUHRE.

EXHIBIT A

ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
NATIONAL SCIENTIFIC CORPORATION

Pursuant to the Provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned Corporation adopts the following Articles of
Amendment to its Articles of Incorporation.

ARTICLE ONE

The name of the Corporation is National Scientific Corporation (the
"Corporation").

ARTICLE TWO

The following amendment to the Articles of Incorporation was adopted by the
Board of Directors and the Shareholders of the Corporation on _______________.

This amendment alters Article Six of the Amended Articles of Incorporation,
which shall read as follows:

ARTICLE SIX

The aggregate number of shares of stock that the Corporation is
authorized to issue is 191,000,000 shares, consisting of 187,000,000
shares of Common Stock having a par value of $.01 per share and
4,000,000 shares of Preferred Stock having a par value of $.10 per
share.

ARTICLE THREE

The number of shares of the Corporation outstanding at the time of such
adoption was __________, and the number of shares entitled to vote thereon was
__________.

ARTICLE FOUR

The number of shares of the Corporation that voted for the amendment
contained herein was __________, and the number of shares of the Corporation
that voted against the amendment contained herein was __________.

ARTICLE FIVE

The amendment contained herein does not provide for a reclassification of
issued shares, nor is there a change in the stated capital of the Corporation.

National Scientific Corporation

By: _____________________________
Michael A. Grollman, Chairman

Dated this _____ day of ____________, 2005