As filed  with the  Securities  and  Exchange  Commission  on June 4, 2003.
                                       Registration File No. __________________.
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                         NATIONAL SCIENTIFIC CORPORATION
             (Exact name of registrant as specified in its charter)

                TEXAS                                        86-0837077
   (State or other jurisdiction of                        (I.R.S. Employer
    incorporation or organization)                       Identification No.)


            14455 NORTH HAYDEN ROAD, SUITE 202, SCOTTSDALE, AZ 85260
   (Address, including zip code, of registrant's principal executive offices)

                          CONSULTING SERVICES AGREEMENT
                              (Full title of Plan)

                         MICHAEL A. GROLLMAN, PRESIDENT
                         NATIONAL SCIENTIFIC CORPORATION
                             14455 NORTH HAYDEN ROAD
                                    SUITE 202
                              SCOTTSDALE, AZ 85260
                                  480-948-8324
            (Name, address and telephone number of agent for service)

APPROXIMATE  DATE OF  COMMENCEMENT  OF SALES  PURSUANT  TO THE PLAN:  As soon as
possible after the effective date of this Registration Statement.

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================== ================== ================== ==================== =================
                                                       PROPOSED            PROPOSED
                                     AMOUNT            MAXIMUM             MAXIMUM           AMOUNT OF
     TITLE OF SECURITIES             TO BE          OFFERING PRICE         AGGREGATE       REGISTRATION
      TO BE REGISTERED             REGISTERED        PER SHARE (1)      OFFERING PRICE        FEE (1)
============================== ================== ================== ==================== =================
<S>                            <C>                <C>                <C>                  <C>
Common Stock, $.01 Par Value        625,000              0.18               112,500             9.12
============================== ================== ================== ==================== =================
</TABLE>
(1)      Estimated  solely for the purpose of calculating the  registration  fee
         based on  average  of the bid and asked  price of  registrant's  common
         stock on May 31, 2003.


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by National  Scientific  Corporation (the
"Company" or "NSC") with the Securities and Exchange  Commission (the "SEC") are
incorporated by reference into this Registration Statement:

         (i)   The  Company's  Annual  Report on Form  10-KSB for the year ended
               September 30, 2002;

         (ii)  All other  reports  filed by the Company with the SEC pursuant to
               Section  13(a) or 15(d) of the  Securities  Exchange  Act of 1934
               since the Company's latest annual report; and

         (iii) The  description of the Company's  Common Stock  contained in the
               Company's  Registration  Statement on Form 10-KSB filed under the
               Exchange  Act,  including  any amendment or report to update such
               description.

         All documents  filed by the Company under Section 13(a),  13(c), 14 and
15(d) of the Exchange  Act,  after the date of this  Registration  Statement and
before the filing of a post-effective  amendment to this Registration Statement,
that  indicate all  securities  offered have been sold or that  deregisters  all
remaining  securities  will be  incorporated  by reference in this  Registration
Statement from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Texas  Business  Corporation  Act provides for  indemnification  of
directors  and officers of the Company in certain  circumstances.  The Company's
Articles of Incorporation and Bylaws do not provide for  indemnification  of its
directors and officers,  nor for advancement of litigation expenses,  nor do its
bylaws. However, the Corporation has entered into Agreements with several of its
directors and officers to indemnify  them under certain  limited  circumstances.
These circumstances are primarily limited to those allowed by the Texas Business
Corporation  Act where the officers or directors  are  appropriately  performing
their  lawful  duties  and yet are not fully  covered by any  available  Company
directors and officers' insurance policy.


                                      II-1

<PAGE>

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         5        Opinion and Consent of David M. Dobbs, P.C

         10.1     Consulting Services Agreement

         23.1     Consent of Hurley & Company


ITEM 9.  UNDERTAKINGS.

         A.  Undertaking to Update.

             The Company hereby undertakes:

             (1)  To file,  during  any  period  in  which  it  offers  or sells
securities, a post-effective amendment to this Registration Statement to:

                  (i)  include any  prospectus  required by section  10(a)(3) of
the Securities Act of 1933 (the "1933 Act");

                  (ii) reflect  in  the  prospectus  any facts  or events  that,
individually  or in  the  aggregate,  represent  a  fundamental  change  in  the
information in this Registration Statement.  Notwithstanding the foregoing,  any
increase or decrease in the volume of  securities  offered (if the total  dollar
value of securities  offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated  maximum  offering range may
be  reflected  in the form of  prospectus  filed with the SEC  pursuant  to Rule
424(b) if, in the aggregate,  the changes in volume and price  represent no more
than a 20 percent  change in the maximum  aggregate  offering price set forth in
the  "Calculation  of  Registration  Fee"  table in the  effective  Registration
Statement; and

                  (iii)  include any  additional or changed material information
on the  plan of  distribution  not  previously  disclosed  in this  Registration
Statement  or any  material  change  to such  information  in this  Registration
Statement  unless the  information  required  by (i) and (ii) is included in the
periodic reports the Company has filed under Section 13 or 15(d) of the Exchange
Act that are incorporated by reference into this Registration Statement.

             (2) For  determining  any liability  under the 1933 Act, to treat
each post-effective  amendment as a new Registration Statement of the securities
offered  and the  offering  of such  securities  at that time to be  deemed  the
initial bona fide offering thereof; and

             (3) To   file  a   post-effective   amendment    to  remove    from
registration  any  of the  securities  that  remain  unsold  at  the  end of the
offering.


                                      II-2

<PAGE>

SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  or amendment  thereto to be signed on its behalf by the  undersigned,
thereunto duly authorized, in Scottsdale, Arizona on June 4, 2003.

                                    NATIONAL SCIENTIFIC CORPORATION

                                    /s/ Michael A. Grollman
                                    --------------------------------------------
                                    Michael A. Grollman
                                    Chief Executive Officer, President, Chairman

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  or amendment  thereto has been signed by the  following
persons in the capacities and on the dates indicated.

         SIGNATURE                       TITLE/CAPACITY                DATE

/s/ Lou L. Ross                    Director                        June 4, 2003
-------------------------------    (Founder)
Lou L. Ross

/s/ Michael A. Grollman            Director, Chief Executive       June 4, 2003
-------------------------------    Officer, Chairman, President
Michael A. Grollman

/s/ Graham L. Clark                Director, Secretary, and Vice   June 4, 2003
-------------------------------    President
Graham L. Clark

                                      II-3
<PAGE>

                                INDEX TO EXHIBITS


         5        Opinion and Consent of David M. Dobbs, P.C

         10.1     Consulting Services Agreement

         23.1     Consent of Hurley & Company






                                      II-4
[{"type": "S-8", "sequence": "1", "filename": "p0603_s-8.txt", "description": "FORM S-8 - CONSULTING SERVICES AGREEMENT", "secsgml_size_bytes": 9614}]
{"company-data": {"conformed-name": "NATIONAL SCIENTIFIC CORP/AZ", "cik": "0001022505", "assigned-sic": "3674", "irs-number": "860837077", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-105817", "film-number": "03732406"}, "business-address": {"street1": "24455 EAST CAMELBACK RD", "street2": "STE E160", "city": "PHOENIX", "state": "AZ", "zip": "85018", "phone": "6029541492"}, "mail-address": {"street1": "210 S. FOURTH AVE", "city": "PHOENIX", "state": "AZ", "zip": "85003"}}
As filed  with the  Securities  and  Exchange  Commission  on June 4, 2003.
                                       Registration File No. __________________.
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                         NATIONAL SCIENTIFIC CORPORATION
             (Exact name of registrant as specified in its charter)

                TEXAS                                        86-0837077
   (State or other jurisdiction of                        (I.R.S. Employer
    incorporation or organization)                       Identification No.)

            14455 NORTH HAYDEN ROAD, SUITE 202, SCOTTSDALE, AZ 85260
   (Address, including zip code, of registrant's principal executive offices)

                          CONSULTING SERVICES AGREEMENT
                              (Full title of Plan)

                         MICHAEL A. GROLLMAN, PRESIDENT
                         NATIONAL SCIENTIFIC CORPORATION
                             14455 NORTH HAYDEN ROAD
                                    SUITE 202
                              SCOTTSDALE, AZ 85260
                                  480-948-8324
            (Name, address and telephone number of agent for service)

APPROXIMATE  DATE OF  COMMENCEMENT  OF SALES  PURSUANT  TO THE PLAN:  As soon as
possible after the effective date of this Registration Statement.

                         CALCULATION OF REGISTRATION FEE
============================== ================== ================== ==================== =================
                                                       PROPOSED            PROPOSED
                                     AMOUNT            MAXIMUM             MAXIMUM           AMOUNT OF
     TITLE OF SECURITIES             TO BE          OFFERING PRICE         AGGREGATE       REGISTRATION
      TO BE REGISTERED             REGISTERED        PER SHARE (1)      OFFERING PRICE        FEE (1)
============================== ================== ================== ==================== =================
Common Stock, $.01 Par Value        625,000              0.18               112,500             9.12
============================== ================== ================== ==================== =================
(1)      Estimated  solely for the purpose of calculating the  registration  fee
         based on  average  of the bid and asked  price of  registrant's  common
         stock on May 31, 2003.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by National  Scientific  Corporation (the
"Company" or "NSC") with the Securities and Exchange  Commission (the "SEC") are
incorporated by reference into this Registration Statement:

         (i)   The  Company's  Annual  Report on Form  10-KSB for the year ended
               September 30, 2002;

         (ii)  All other  reports  filed by the Company with the SEC pursuant to
               Section  13(a) or 15(d) of the  Securities  Exchange  Act of 1934
               since the Company's latest annual report; and

         (iii) The  description of the Company's  Common Stock  contained in the
               Company's  Registration  Statement on Form 10-KSB filed under the
               Exchange  Act,  including  any amendment or report to update such
               description.

         All documents  filed by the Company under Section 13(a),  13(c), 14 and
15(d) of the Exchange  Act,  after the date of this  Registration  Statement and
before the filing of a post-effective  amendment to this Registration Statement,
that  indicate all  securities  offered have been sold or that  deregisters  all
remaining  securities  will be  incorporated  by reference in this  Registration
Statement from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Texas  Business  Corporation  Act provides for  indemnification  of
directors  and officers of the Company in certain  circumstances.  The Company's
Articles of Incorporation and Bylaws do not provide for  indemnification  of its
directors and officers,  nor for advancement of litigation expenses,  nor do its
bylaws. However, the Corporation has entered into Agreements with several of its
directors and officers to indemnify  them under certain  limited  circumstances.
These circumstances are primarily limited to those allowed by the Texas Business
Corporation  Act where the officers or directors  are  appropriately  performing
their  lawful  duties  and yet are not fully  covered by any  available  Company
directors and officers' insurance policy.

                                      II-1
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         5        Opinion and Consent of David M. Dobbs, P.C

         10.1     Consulting Services Agreement

         23.1     Consent of Hurley & Company

ITEM 9.  UNDERTAKINGS.

         A.  Undertaking to Update.

             The Company hereby undertakes:

             (1)  To file,  during  any  period  in  which  it  offers  or sells
securities, a post-effective amendment to this Registration Statement to:

                  (i)  include any  prospectus  required by section  10(a)(3) of
the Securities Act of 1933 (the "1933 Act");

                  (ii) reflect  in  the  prospectus  any facts  or events  that,
individually  or in  the  aggregate,  represent  a  fundamental  change  in  the
information in this Registration Statement.  Notwithstanding the foregoing,  any
increase or decrease in the volume of  securities  offered (if the total  dollar
value of securities  offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated  maximum  offering range may
be  reflected  in the form of  prospectus  filed with the SEC  pursuant  to Rule
424(b) if, in the aggregate,  the changes in volume and price  represent no more
than a 20 percent  change in the maximum  aggregate  offering price set forth in
the  "Calculation  of  Registration  Fee"  table in the  effective  Registration
Statement; and

                  (iii)  include any  additional or changed material information
on the  plan of  distribution  not  previously  disclosed  in this  Registration
Statement  or any  material  change  to such  information  in this  Registration
Statement  unless the  information  required  by (i) and (ii) is included in the
periodic reports the Company has filed under Section 13 or 15(d) of the Exchange
Act that are incorporated by reference into this Registration Statement.

             (2) For  determining  any liability  under the 1933 Act, to treat
each post-effective  amendment as a new Registration Statement of the securities
offered  and the  offering  of such  securities  at that time to be  deemed  the
initial bona fide offering thereof; and

             (3) To   file  a   post-effective   amendment    to  remove    from
registration  any  of the  securities  that  remain  unsold  at  the  end of the
offering.

                                      II-2
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  or amendment  thereto to be signed on its behalf by the  undersigned,
thereunto duly authorized, in Scottsdale, Arizona on June 4, 2003.

                                    NATIONAL SCIENTIFIC CORPORATION

                                    /s/ Michael A. Grollman
                                    --------------------------------------------
                                    Michael A. Grollman
                                    Chief Executive Officer, President, Chairman

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  or amendment  thereto has been signed by the  following
persons in the capacities and on the dates indicated.

         SIGNATURE                       TITLE/CAPACITY                DATE

/s/ Lou L. Ross                    Director                        June 4, 2003
-------------------------------    (Founder)
Lou L. Ross

/s/ Michael A. Grollman            Director, Chief Executive       June 4, 2003
-------------------------------    Officer, Chairman, President
Michael A. Grollman

/s/ Graham L. Clark                Director, Secretary, and Vice   June 4, 2003
-------------------------------    President
Graham L. Clark

                                      II-3
INDEX TO EXHIBITS

         5        Opinion and Consent of David M. Dobbs, P.C

         10.1     Consulting Services Agreement

         23.1     Consent of Hurley & Company

                                      II-4