SecProbe.io

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March 11, 2005

Mr. Kevin L. Vaughn
Division of Corporate Finance
United States Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C.  20549
Telephone: 202-824-5387

Re:  FORM 10-KSB FOR FISCAL YEAR ENDED SEPTEMBER 30, 2004 - COMMENTS,
     FILE NO. 0-28745

Dear Mr. Vaughn:

     This letter has been  prepared  in  response to your letter  dated March 9,
2005,  regarding National  Scientific  Corporation's Form 10-KSB for fiscal year
ended  September  30, 2004 (the  "10-KSB")  as well as the 10-QSB for the period
ending December 31, 2004 (the "10-QSB").

     Below we outline  point-by-point  a set of changes we would propose to make
in order for our 10-KSB and 10-QSB to better  conform to  standards,  as well as
changes  we would make to future  filings.  As we are in the midst of working on
our annual proxy mailing as well, we would request an expedited  review of these
proposed  changes and responses,  so that we can rapidly file the  appropriately
amended 10-KSB and 10-QSB. If these changes appear to you to be appropriate,  we
will file  amendments  promptly  to put them into  EDGAR.  In  addition  to this
outline of changes,  you will find a redline copy of the proposed amended 10-KSB
attached to this letter.  If these  changes prove  appropriate,  we will execute
identical changes to the 10-QSB as well.

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.

OUR PROPOSED RESPONSE:  We will amend our 10-KSB and 10-QSB to remove the phrase
"for a Company its size" from this sentence,  leaving  "disclosure  controls and

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                                      -2-

procedures  are  effective as of September  30, 2004." See also point (4) below,
which includes the full proposed revised text for item 8A.

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.

OUR PROPOSED RESPONSE: We will amend our 10-KSB and 10-QSB to remove the wording
after the word  "effective" as proposed above.  See also point (4) below,  which
includes the full proposed revised text for item 8A.

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
     charges  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.

OUR PROPOSED  RESPONSE:  We will amend our 10-KSB and 10-QSB to remove the words
"significant  negative"  as  proposed  above.  See also point (4)  below,  which
includes the full proposed revised text for item 8A.

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

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                                      -3-

     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.

OUR PROPOSED  RESPONSE:  We will amend our 10-KSB and 10-QSB to replace the text
discussed above for item 8A, so that it will now read as follows:

     "Our  management  has   responsibility  for  establishing  and  maintaining
     adequate  internal control over financial  reporting for us. Our management
     uses a framework for establishing these internal  controls.  This framework
     includes  review of  accounting  detailed  records on at least a  quarterly
     basis by multiple senior officers of National  Scientific,  at least one of
     whom operates outside of the corporate finance and accounting area, and one
     of whom operates within the area of corporate finance and accounting.  This
     review process includes review of significant accounting records and source
     documents, such as general journal entry records, accounts payable records,
     and monthly bank statement reconciliations. Documentary records are kept of
     this review process.

     The Company  carried out an evaluation,  under the supervision and with the
     participation  of the Company's  management,  including its Chief Executive
     Officer  and Acting  Chief  Financial  Officer  and its  President,  of the
     effectiveness, as of September 30, 2004, of the design and operation of the
     Company's  disclosure controls and procedures pursuant to Exchange Act Rule
     13a-15(e).  Based upon that  evaluation,  the Chief  Executive  Officer and
     Acting  Chief  Financial  Officer  and its  President  concluded  that  the
     Company's disclosure controls and procedures are effective.

     There have been no  changes  in the our  internal  control  over  financial
     reporting  during the year ended  September  30, 2004 that have  materially
     affected,  or are  reasonably  likely to materially  affect,  the Company's
     internal control over financial reporting.

     The  controls and  procedures  for our  disclosure  as well as our internal
     controls over financial  reporting are processes  designed by, or under the
     supervision of, the principal  executive and principal  financial officers,
     and effected by the board of directors,  management and other personnel, to
     provide  reasonable   assurance  regarding  the  reliability  of  financial
     reporting and the preparation of financial statements for external purposes
     in accordance with generally  accepted  accounting  principles.  We believe
     that a control  system,  no matter how well designed and  operated,  cannot
     provide  absolute  assurance  that the objectives of the control system are
     met, and no evaluation of controls can provide absolute  assurance that all
     control issues and instances of fraud,  if any,  within a company have been
     detected.  However,  our Chief Executive Officer and Acting Chief Financial
     Officer and its President  have  concluded  that the  Company's  disclosure
     controls and  procedures  and its  internal  controls  and  procedures  are
     effective at providing that reasonable level of assurance.

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                                      -4-

     Our management  believes that upon significant  future growth in the number
     of  accounting  transactions  we  process,  perhaps  within  the next year,
     additional  review and  enhancement of internal  controls will be required.
     Our management is planning to assign  additional  staff resources to assist
     with support for growth in the internal  controls area when the increase in
     transaction  velocity  dictates this as a prudent step in order to maintain
     our effective level of internal controls.

     Our external auditors,  Hurley and Company,  have not issued an attestation
     report on management's  assessment of the Company's  internal  control over
     financial  reporting,  as it is not yet required since the Company has less
     than $75 million in "public float."

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.

OUR  PROPOSED  RESPONSE:  Accounts  payable and accrued  expenses  decreased  by
$154,249  from $643,420 at September 30, 2003 to $489,171 at September 30, 2004.
The decrease  resulted from a decrease in trade  payables of $37,538,  and a net
decrease in accrued  expenses of  $116,711.  The accrued  expense  decrease  was
partly attributable to the conversion, by our CEO and Chairman, of approximately
$150,000 of back pay and accrued  vacation pay to our  restricted  common stock,
the reduction of $69,750 from our stock  retainage  pool with the issue of issue
of 500,000 shares under the stock retainage  program and an increase of $103,039
in accrued expenses. As a result of the foregoing,  cash flow from operations in
2004 was  positively  impacted by a $65,501  increase  in  accounts  payable and
accrued expenses.

Also, we will ensure that future filings comply with this guidance.

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.

OUR PROPOSED  RESPONSE:  SFAS 7 notes that a development  stage  enterprise will
typically  be  devoting  most of its  efforts to  activities  such as  financial
planning,  raising capital,  research and development,  establishing  sources of

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                                      -5-

supply and  developing  markets.  While we have now  started to have some sales,
most of the effort of management  has been to do exactly those  activities.  You
have  correctly  noted that much of our costs relate to salaries and benefits of
administration and marketing personnel, but those are the people who are raising
the capital and trying to develop a viable market for the  products.  The filing
and legal fees are an  unfortunate  part of raising the capital as well. A small
portion of our legal fees relate to our patents and the research and development
side of the  Company.  We are hoping that we have found a niche in school  buses
that will allow us to focus our resources on running the operations  rather than
developing a going concern.

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.

OUR PROPOSED  RESPONSE:  This disclosure  represented our attempt to comply with
FAS 148. In all future filings,  we will ensure that if any such disclosures are
made by us, that they are limited to disclosure of potential proceeds that would
be received from vested in-the-money options and warrants, as suggested above.

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 th