SecProbe.io

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Mail Stop 0306

March 9, 2005

Via Facsimile and U.S. Mail

Michael A. Grollman
Chairman, Chief Executive Officer and
     Acting Chief Financial Officer
National Scientific Corporation
14505 North Hayden Road, Suite 305
Scottsdale, AZ  85260

	Re:	National Scientific Corporation
		Form 10-KSB for the fiscal year ended September 30, 2004
			Filed December 29, 2004
		File No. 0-28745

Dear Mr. Grollman:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
documents in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment or on any other
aspects
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-KSB for the fiscal year ended September 30, 2004

Item 8A. Controls and Procedures - Page 42

1. We note your statement that your chief executive officer and
your
chief financial officer have concluded that the "disclosure
controls
and procedures are effective as of September 30, 2004 for a
Company
its size" (emphasis added).  It does not appear that your
certifying
officers have reached an unqualified conclusion that your
disclosure
controls and procedures are effective.  Please revise to address
your
officers` conclusions regarding the effectiveness of your
disclosure
controls and procedures.  Please note this comment also applies to
your Form 10-QSB as of December 31, 2004.

2. We note your statement included in your disclosure that
management
has concluded that your disclosure controls and procedures are
effective "to timely alert them to material information relating
to
the Company (including its consolidated subsidiaries) required to
be
included in the Company`s Exchange Act filings.  The language that
is
currently included after the word "effective" in your disclosure
appears to be superfluous, since the meaning of "disclosure
controls
and procedures" is established by Rule 13a-15(e) of the Exchange
Act.
However, if you do not wish to eliminate this language, please
revise
to clarify, if true, that your officers have also concluded that
your
disclosure controls and procedures are effective to ensure that
information required to be disclosed in the reports that you file
or
submit under the Exchange Act is accumulated and communicated to
your
management, including your chief executive officer and chief
financial officer, to allow timely decisions regarding required
disclosure.  Refer to Rule 13a-15(e) of the Exchange Act.  Please
note this comment also applies to your Form 10-QSB as of December
31,
2004.

3. We note your disclosure that "there have been no significant
negative changes in [your] internal controls over financial
reporting
during the year ended September 30, 2004..." (emphasis added).
Please revise your disclosure to remove the words "significant
negative" and to discuss all changes in your internal control over
financial reporting that have materially affected, or that are
reasonably likely to materially affect, your internal control over
financial reporting, as required by Item 308(c) of Regulation S-B,
as
amended effective August 13, 2003.  Please note this comment also
applies to your Form 10-QSB as of December 31, 2004.

4. We note your statement that a "control system, no matter how
well
designed and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met..."
We
also note your disclosure that "[t]hese controls and procedures"
are
designed to provide only reasonable assurance of achieving their
objectives.  Please revise to clarify whether these statements and
the other statements regarding the limitations of your systems of
controls that currently appear in the fourth, fifth and sixth
paragraphs relate to your disclosure controls and procedures, your
internal control over financial reporting, or both.  In addition,
if
your revised disclosure continues to contain any statements
suggesting that your disclosure controls and procedures "cannot
provide absolute assurance" or "can provide only reasonable
assurance" of achieving their objectives, please revise the
paragraph
in which any such statements appear to also state clearly, if
true,
that your principal executive officer and principal financial
officer
have concluded that your disclosure controls and procedures are
effective at that reasonable assurance level.  Please refer to
Section II.F.4 of Management`s Reports on Internal Control Over
Financial Reporting and Certification of Disclosure in Exchange
Act
Periodic Reports, SEC Release No. 33-8238, available on our
website
at <http://www.sec.gov/rules/final/33-8238.htm>.  Please note this
comment also applies to your Form 10-QSB as of December 31, 2004.

Statements of Cash Flows - Page F-12

5. We note that cash flow from operations in 2004 was positively
impacted by a $65,501 increase in accounts payable and accrued
expenses.  However, based on the balance sheet, it appears that
accounts payable and accrued expenses have decreased $154,249 from
September 30, 2003 to September 30, 2004.  Supplementally
reconcile
the change on the balance sheet to the change presented on the
statement of cash flows, and provide appropriate discussion of the
reconciling items.  In addition, revise future filings to provide
appropriate disclosure of any non-cash changes in the accounts
payable and accrued expenses.  Please also refer to our comment
below
regarding stock issued for services.

Note 2 - Development Stage Operations - Page F-17

6. We note that you have commenced your planned principal
operations
have commenced and that you have begun to realize revenues from
these
operations.  We also note that your primary costs relate to
salaries
and benefits of administration and marketing personnel and other
expenses, which include insurance costs, marketing expenses,
filing
fees and legal expenses.  Tell us why you believe you meet the
criteria of paragraphs 8-9 of SFAS 7 for reporting as a
development
stage enterprise.

Note 5 - Earnings per Share - Page F-19

7. We note your disclosure at the end of this footnote regarding
potential cash proceeds to be received upon exercise of all
outstanding common stock equivalents.  Please supplementally tell
us
your basis for including such disclosure.  We note that a large
number of your common stock equivalents have been cancelled or
forfeited in the past.  Further, we note that as of September 30,
2004, it appears that a large number of outstanding options and
warrants have exercise prices above the current market price.  We
believe this disclosure may be confusing to investors as it does
not
appear that such exercise of common stock equivalents is
reasonably
likely to occur.  If you wish to include this disclosure in future
filings, we believe you should limit your disclosure of potential
proceeds to only those that would be received from vested in-the-
money options and warrants.

Note 8 - Related Party Transactions - Page F-21

8. We note your disclosure that the sales goals for the stock
retainage program were not met in 2003.  We also note that the
program was extended into 2004.  Based on fiscal year 2004 sales
levels, it appears that the goals were not met in 2004 either.
Finally, we note your disclosure that no shares were added to the
program in 2004.  However, we note that 500,000 shares are shown
as
being issued in the statement of changes in shareholders` equity
(deficit) for 2004 relating to the stock retainage program.
Supplementally provide details of the 500,000 shares issued in
2004
relating to the stock retainage program.  Your response should
include discussion of who received the shares and why.

Note 10 - Stock Options and Warrants - Page F-23

9. Please revise future filings to provide the following
additional
disclosures required by SFAS No. 123:

a) In accordance with paragraph 47(b), provide the weighted
average
grant date fair value of options granted during the year.  Such
disclosure should be made separately for options with exercise
prices
that (1) equals, (2) exceeds, and (3) is less than the fair market
value of the options on the grant date.

b) In accordance with paragraph 47(c), provide the number and
weighted average grant date fair value of equity instruments other
than options.

c) In accordance with paragraph 47(e), provide the total
compensation
cost recognized in income for stock-based employee compensation
awards.

d) In accordance with paragraph 48, provide the weighted average
remaining contractual life of all options and the weighted average
exercise price of options currently exercisable.

10. We note that in 2004 you issued options to consultants in
exchange for services received.  These options vested immediately
and
had exercise prices below the then-current market value.  Tell us
how
you recorded this option issuance in your financial statements for
2004.  In addition, tell us how you calculated the fair value of
this
option issuance.

11. We also note your disclosure on page 34 that "during fiscal
2003,
substantially all option grants were issued to employees."
Provide
us with details of any option grants issued to non-employees,
including how you calculated the fair value of such option
issuances
and how the amounts are reflected in the financial statements.

12. Revise future filings to clearly describe all significant
stock
transactions, including issuance of stock, warrants and options to
non-employees for services.  Clearly describe how and when you
record
such issuances in your financial statements.  If recording items
in
the financial statements involved making estimates of fair value,
your disclosures should clearly state your method and basis for
making such estimates.

13. We note that you have issued certain warrants in connection
with
stock offerings and debt transactions.  Revise future filings to
clearly describe how you account for these warrants, including how
you allocated amounts between the debt and equity for the January
2004 transaction.

Exhibit 31 - Certificate of the Chief Executive Officer and Acting
Chief Financial Officer

14. We note that the certification filed as Exhibit 31 was not in
the
proper form. The required certifications must be in the exact form
prescribed; the wording of the required certifications may not be
changed in any respect, except for the modifications temporarily
permitted to be made to the fourth paragraph of the certification
required to be filed as Exhibit 31 pursuant to Part III.E of
Release
No. 8238. Accordingly, please file amendments to your Forms 10-KSB
and 10-QSB that include the entire filings together with the
certification of your current CEO and acting CFO in the form
currently set forth in Item 601(b)(31) of Regulation S-B.

* * * * * * * *

      As appropriate, please amend your September 30, 2004 Form
10-
KSB and respond to these comments within 10 business days or tell
us
when you will provide us with a response.  You may wish to provide
us
with marked copies of the amendment to expedite our review.
Please
furnish a cover letter with your amendment that keys your
responses
to our comments and provides any requested supplemental
information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* The company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* Staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* The company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Kevin Vaughn, Staff Accountant, at (202)
824-
5387 or me at (202) 942-2813 if you have questions regarding these
comments.  In this regard, do not hesitate to contact Martin
James,
the Senior Assistant Chief Accountant, at (202) 942-1984.

						Sincerely,

						Daniel Gordon
						Branch Chief

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Mr. Michael A. Grollman
National Scientific Corporation
March 9, 2005
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