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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                         AMENDMENT NO. 3 TO FORM 10-KSB

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
                             SECURITIES ACT OF 1934

                   For The fiscal year ended December 31, 1997
                         Commission File Number 0-28392

                            HARVARD SCIENTIFIC CORP.
                      ------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

        Nevada                                            88-0226455
        ------                                            ----------
        (State or Other Jurisdiction of                   (I.R.S. Employer
        Incorporation or Organization)                    Identification No.)

                755 Rinehart Road, Suite 100, Lake Mary, FL 32746
               (Address of Principal Executive Offices) (Zip Code)

       Registrant's Telephone Number, Including Area Code: (407) 324-1606

         Securities registered under Section 12(g) of the Exchange Act:

                     Common Stock, Par Value $0.01 Per Share
                                (Title of Class)

Check whether the issuer: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

  X   Yes         No
-----       -----

Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained in this form, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statement
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ______

State issuer's revenues for its most recent fiscal year. None
                                                         ----

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant. The aggregate market value shall be
computed by reference to the price at which the common equity was sold, or the
average bid and asked prices of such common equity, as of such common equity, as
of a specified date within 60 days prior to the date of filing.

Based on the average of the high and low bid and ask prices for the Registrant's
shares of common stock of $7.75 on March 18, 1998, such market value is
calculated net of 3,042,028 affiliate shares which equals $17,019,147.

Indicate the number of shares outstanding of each of the registrant's classes of
Common Stock, as of the latest practicable date. As of April 24, 1998 there were
5,238,047 shares of Common Stock outstanding.

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                                    PART III

        All statements in this annual report should be read in conjunction with
and are qualified by the other information and financial statements (including
the notes thereto) appearing elsewhere in this Amendment to the Annual Report
and the previously filed Annual Report and Amendments, or incorporated herein by
reference.

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(a) OF THE EXCHANGE ACT.

The business profile of Curtis A. Orgill was erroneously included as the same
profile used for Dr. Jackie R. See. Mr. Orgill's corrected Business Experience
profile is as follows:

                              BUSINESS EXPERIENCE:

CURTIS A. ORGILL, CPA, is the Company's Treasurer, Director and Chief Financial
Officer. Mr. Orgill is a Certified Public Accountant with current licenses in
the states of Nevada and Utah. In 1974, Mr. Orgill joined Deloitte Haskins &
Sells (currently Deloitte & Touche), in Salt Lake City. He later helped open a
new office for Deloitte & Touche in Reno, Nevada, serving as the Senior Tax
Partner in the State of Nevada. He left Deloitte & Touche in 1993 to join the
regional CPA firm of Bartig, Basler & Ray, CPA's Inc. Mr. Orgill is involved in
international accounting, corporate tax planning and tax compliance as well as
structuring acquisitions for corporations. Mr. Orgill is a member of the
American Institute of Certified Public Accountants, the Nevada Society of
Certified Public Accountants and the Utah Association of Certified Public
Accountants.

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                                   SIGNATURES

        In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                            HARVARD SCIENTIFIC CORP.

                                            By /S/ Thomas E. Waite
                                               --------------------------------
                                               Thomas E. Waite, President & CEO

        In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

               Name                         Title                       Date
               ----                         -----                       ----

                                    Chairman of the Board
                                    of Directors,President,
/S/ Thomas E. Waite                 and Chief Executive           April 28, 1998
----------------------------        Officer
    Thomas E. Waite

/S/ Jackie R. See, M.D.             Director                      April 28, 1998
----------------------------
    Jackie R. See, M.D.

                                    Director, Treasurer, and
/S/ Curtis A. Orgill                Chief Financial Officer       April 28, 1998
----------------------------
    Curtis A. Orgill

                                    Secretary and Chief
/S/ Barbara L. Krilich              Operating Officer             April 28, 1998
----------------------------
    Barbara L. Krilich

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