SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                   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, 2000

                         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.)

                1325 Airmotive Way, Suite 125, Reno, Nevada 89502
               (Address of Principal Executive Offices) (Zip Code)
       Registrant's Telephone Number, Including Area Code: (775) 323-7122

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


                     Common Stock, Par Value $0.01 Per Share

                   Preferred 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  $.150 on April  12,  2001,  such  market  value is
calculated net of 10,825,712 affiliate shares which equals $ 1,623,856.

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 12, 2001 there were
29,325,712 shares of Common Stock outstanding.

<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

General:

         The Company is a  development  stage  biopharmaceutical  company  whose
corporate  objective  has two lines of  business.  One, is to utilize  medically
researched  and  developed  drug  substances,  determine  the  ability  of these
substances to be  encapsulated  in liposomes and determine the potential  market
for such products.  This will be further described in this section.  Two, is the
recently  acquired  group  of  entertainment  businesses,  see 1  thru  6 of the
Managements   Discussion  and  Analasys  of  Financial   condition  or  Plan  of
operations.  The Company  intends to conduct and conclude,  either on its own or
with the assistance of an industry  partner(s),  all clinical testing  necessary
for  regulatory   approval  of  such  products  from  the  U.S.  Food  and  Drug
Administration  ("FDA") or similar  regulatory  agencies in foreign countries in
order  to  initiate  marketing  and  establish  distribution  channels  for  its
products.  However,  during the coming  year,  the  Company  plans to devote its
resources to the Entertainment Businesses.

Products:

         Thus  far,  the  Company  has  developed  five  products   designed  to
ameliorate  sexual  dysfunction  and  licensed  worldwide a  technology  for the
treatement of Psoriasis:

(1)  An  intrameatal  therapeutic  treatment  for  erectile  dysfunction  ("Male
     Intrameatal  Product")
(2)  A  topical  therapeutic  treatment  for male  erectile  dysfunction  ("Male
     Topical  Product")  (3) A topical  therapeutic  treatment for female sexual
     dysfunction ("Female Topical Product").

(4)  An orally  administered  form of liposomal,  lyophilized  Apomorphine  ("LL
     Apomorphine")  for the treatment of male erectile  dysfunction  ("Male Oral
     Product"), and

(5)  An orally  administered  LL Apomorphine  for the treatment of female sexual
     dysfunction ("Female Oral Product").

(6)  Exclusive  worldwide  license for  manufacture and marketing of lyophilized
     liposomal PGE-1 topically applied compound for the treatment of Psoriasis.

         PGE1 and Alprostadil, the active ingredients in the Company's products,
have  already been  approved by the FDA. In each of the  Company's  products,  a
substance  (Prostaglandin E1 ("PGE1") in the case of the Male Intrameatal,  Male
Topical and Female Topical Products, and Apomorphine in the case of the Male and
Female  Oral  Products  is  encapsulated  in  liposomes  and  then   lyophilized
(freeze-dried).  This process provides the product with stability,  a shelf life
recently  proven  to be at least 12  months  at room  temperature.  LLPGE1 is an
oxygenated,  unsaturated cyclic fatty acid that occurs naturally in all cells of
the body. For over 20 years, the FDA has approved PGE1 for therapeutic use as an
intravenous  infusion in newborn babies with congenital heart defects.  PGE1 has
also been  approved by the FDA in the past three  years,  for the  treatment  of
erectile  dysfunction,  as an injection and as an intra-urethrally  administered
pellet.

         In the case of the Male Intrameatal  Product,  the lyophilized material
is reconstituted  through the use of a non-irritating  dilute  detergent,  which
lyse the  liposomes,  releasing  the PGE1 into  solution.  This solution is then
applied via the urethral meatus (the opening at the end of the urethral tract at
the tip of the  penis).  In the  case of the Male  Intrameatal  and the Male and
Female Topical Products, the agent is freeze dried and encapsulated in liposomes
and later reconstituted to form an aqueous solution suspended in a cream base, a
small  amount of which is  administered  locally to the male's  penis  glands or
female's external vaginal area. In the case of the Male and Female Oral Products
LL Apomorphine is delivered orally.

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         PGE1 applied  intra-urethrally  is absorbed  across the urethral mucosa
into the corpus  spongiosum.  Some of the dose  enters the  corpora  cavernosum,
while some of the dose goes into pelvic  venous  circulation.  The  half-life of
PGE1  varies from 30 seconds to 10 minutes,  and  intra-urethrally  administered
product is barely discernible in the circulation.  PGE1 causes the smooth muscle
in the penile corpora to relax and dilates the penile arteries.  This results in
the rapid  filling of the corpora with blood,  which causes the  compression  of
corporal  sinusoids  against  the tunica  albuginea,  impeding  venous  outflow.
Topically applied PGE1 has similar effects.  The result is the development of an
erection. LL Apomorphine works by stimulating  erection-inducing  centers in the
brain while it is slowly  released  across the wall of the small  intestine that
the Company's product, LL Apomorphine, makes possible.

Patents and Other Intellectual Property:

         On April 4, 2000,  The U.S.  Patent Office issued to the Company Patent
No.  6,046,240  for an invention  providing a method for treating  female sexual
dysfunction or a method for female sexual  enhancement with the administrtion to
the vagina of a topical cream with the PGE1 compound.

         There can be no  assurance  that these  patents  and  licenses  will be
effective to protect the Company's  products covered  duplication by others.  In
addition,  there can be no assurance that the Company will be able to afford the
expense of any  litigation  that may be  necessary  to enforce its rights  under
these patents and licenses or other patents and licenses the Company may obtain.
Although  the Company  believes  that its  products do not and will not infringe
upon the patents or violate  the  proprietary  rights of others,  it is possible
that such  infringement  or  violation  has or may occur.  In the event that the
Company's  products are  determined to infringe upon the patents or  proprietary
rights of others, the Company could be required to modify its products or obtain
a  license  for  the  manufacture  and/or  sale of the  products,  or  could  be
prohibited from selling the products. There can be no assurance that, in such an
event,  the Company would be able to do so in a timely manner,  upon  acceptable
terms and  conditions,  or at all,  and the  failure to do any of the  foregoing
could have a material adverse effect upon the Company. There can be no assurance
that the Company will have the financial or other resources necessary to enforce
or defend a patent  infringement or proprietary  rights violation action. If the
Company's products are deemed to infringe upon the patents or proprietary rights
of others,  the Company could,  under certain  circumstances,  become liable for
damages, which could also have a material adverse effect on the Company.

         The   Company   also   relies   substantially   upon  its   proprietary
technologies,   utilizing   non-disclosure   agreements   with  its   employees,
consultants  and  customers  to  establish  and protect the ideas,  concepts and
documentation of its proprietary technology and know-how. Such methods, however,
may not afford  complete  protection,  and there can be no assurance  that third
parties will not  independently  develop such  know-how or obtain  access to the
Company's  know-how,  ideas,  concepts  and  documentation,  which  could have a
material adverse effect on the Company.

Liquidity:

         Losses are continuing  through the date of this filing, and the Company
anticipates that it will continue to incur such losses until such time, if ever,
as the Company  generates  sufficient  levels of revenues  from product sales to
offset its  operating  costs.  The  Company  believes  that  generation  of such
revenues is dependent upon licensing, entering into joint ventures the Company's
ability to obtain FDA and/or foreign jurisdiction  approval for the marketing of
its  products.  However,  there can be no assurance  the Company will be able to
operate profitably.

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<PAGE>

Future:

         The  Company  will  continue  to qualify  products  in  development  to
determine  safety,  effectiveness,  market  potential,  and  time  and  cost  to
commercialization.    In   addition,   the   Company   is   reviewing   existing
pharmacological agents of other pharmaceutical companies that could be made more
effective by utilizing  the Company's  delivery  system  technology.  As of this
date,  the Company  intends to develop for at least a year,  its  personnel  and
financing  resources for the five sexual dysfunction  products and the psoriasis
treatment product.


                                   The Market

The Market for Male Sexual Dysfunction

         According to the Consensus Report of the American Medical  Association,
ten to twenty  percent  of adult men in the United  States  suffer  from  sexual
dysfunction.  The market for  treatments  for Male sexual  dysfunction,  such as
LLPGE1 products, is expected to grow over the next few years, as more men become
comfortable with the fact that sexual dysfunction is treatable. The aging of the
male  population  as the  so-called  "Baby  Boomers"  enter  middle  age is also
expected to expand the market,  since the incidences of Male sexual  dysfunction
is likely to increase with a man's age.

The Market for Female Sexual Dysfunction:

         A sizable  market  already  exists with female sexual  dysfunction,  as
suggested by the widespread  interest in Pfizer's intentions to test its pill on
women in  Europe.  The  Company  believes  that this  market is likely to expand
rapidly  as  effective  therapeutic  drugs  are  introduced  for this  disorder.
Approximately 10 million women in the United States,  between the ages of 50 and
74, reported a lack of lubrication on 229 million sexual intercourse  occasions.
Women experience  sexual  dysfunction as discomfort  during sexual  intercourse,
dryness,  increased  time for  arousal,  diminished  ability to reach  orgasm or
diminished  clitoral  sensation.  Women  are more  likely to  experience  sexual
difficulties if they are older and if they have medical  conditions  relating to
vascular problems.

The Market for Psoriasis

         Approximately  three million  people in the United States are afflicted
by Psoriasis and the disease  consumes  about two billion  dollars  allocated to
health care each year. According to the National Psoriasis Foundation, there are
approximately  2.4 million patient visits annually to dermatologist by Psoriasis
patients,  with each  dermatologist  seeing an average of 28 patients per month.
The majority of the patients  receive a topical  steroid  therapy,  however most
patients  develop a tolerance to the cortical  steroid lotions and there is lack
of long term control of their Psoriasis.  A topically  applied product utilizing
PGE-1  with a  capture  rate  of 5% of  the  U.S.  market  would  generate  over
$100,000,000 in sales potential.

                                   Competition

Competition for  Male Sexual Dysfunction Product

The market for treatment of sexual  dysfunction  is emerging and evolving and is
characterized  by a number of entrants.  The Company  faces  competition  from a
number of existing and potential  competitors.  Prostaglandin  E-1 ("PGE1") is a
naturally occurring  vasodilator  originally approved by the FDA for intravenous
infusion in neonates. In 1995, PGE1 was approved by the FDA for use in Pharmacia
& Upjohn  Inc.'s  Caverject,  which is  administered  by needle  injection  as a
treatment for male erectile  dysfunction.  The FDA approved PGE1 again by needle
administration  via Edex(R),  a Schwartz-Pharma  product.  Senetek also produces
PGE1 in  injectable  formulations.  Upjohn's  product  has  received  regulatory
approval worldwide,  Schwarz-Pharma's  product is approved for use in the United
States and Europe,  and Senetek's  product has received FDA approval for sale in
the United States.

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<PAGE>

         The product most similar to the Company's Male  Intrameatal  Product is
produced  by Vivus,  Inc.,  and was  approved by the FDA in  November  1996.  It
consists of a pellet  containing  PGE1 that is released into the urethra via the
specialized MUSE(R) device designed specifically for this purpose. This product,
like injectable PGE1, has the potential for side effects,  including  dizziness,
prolonged erection, priapism, headache,  nervousness, drop in blood pressure and
pain at application.

         Macrochem and NexMed are currently  undertaking Phase I clinical trials
of a topical  solution  containing  PGE1.  These products would compete directly
with the Company's  Male Topical  Product,  which has not yet commenced  Phase I
clinical trials.

         There are tablet  formulations of the Male sexual dysfunction  products
(phentolamine and sildenafil) currently being evaluated for New Drug Application
("NDA") approval by the Food and Drug  Administration  ("FDA").  NDA's for these
oral products have recently been  submitted to the FDA. The tablet  formulations
have  potential  benefits  for  patients  who suffer from mild to moderate  Male
sexual dysfunction problems. However, clinical trials have shown that they cause
various  side  effects due to systemic  vasodilatation,  which must be overcome.
Pfizer,  developer of Viagra(R),  and Zonagen(R)  are the two known  competitors
that are developing  tablet  formulations.  Viagra(R) was approved by the FDA in
March 1998.  Zonagen(R)  has not yet been  approved  by the FDA.  The Company is
developing its own oral formulation of liposomal,  lyophilized  Apomorphine ("LL
Apomorphine")  to compete with these oral drugs  through its Male Oral  Product.
Apormorphine  has been used without life threatening side effects since 1869 but
can be associated with significant nausea and vomiting.

         Other  forms of  competition  are penile  implants  and  vacuum  pumps.
However,  the Company anticipates that the market for these devices will decline
with the increasing  awareness of various drug formulations which provide a more
natural erection.

Competition for Female Sexual Dysfunction Product:

         A product for the treatment of Female sexual  dysfunction is fairly new
to the market.  Pfizer Inc. has submitted an IND to assess  Viagra(R) in Phase I
trials  for the  treatment  of  female  sexual  dysfunction.  No data  has  been
generated  to  suggest  efficiency  or  inefficiency.  Many of the  Male  sexual
dysfunction  products noted above are competitive,  or potentially  competitive,
with the Company's  Male sexual  dysfunction  Products,  and may be adaptable as
Female sexual dysfunction Products. It is the Company's belief that there are no
other companies with female sexual dysfunction products in development.

Competition for Psoriasis Product:

There  are a  large  number  of  companies  that  market  topical  steroids  for
Psoriasis,  however,  these  therapies are associated  with  potential  systemic
toxicities of steroid dependence and their effects are transient.

         Several  companies  produce  vitamin D analogs which,  while  producing
little toxicity, have low therapeutic benefit.

         A relatively new product,  Tazorac,  is a Vitamin A analog manufactured
by Allergan.  Annual sales are in the $100 million  range and  increasing.  This
product is very effective,  has little system  toxicity,  but has local toxicity
such as burning and/or pain in 10-30% of patients.

         Oral   drugs   include   potent   immunosuppressive   agents   such  as
methotrexate,  etretinate and  cyclosporine.  These products are limited by high
cost, toxicities  associated with systemic  immunosuppressive and development of
tolerance.

         Finally,   exposure  to  ultraviolet   light  and  medium  wave  length
ultraviolet  B radiation  are effective but may enhance the risk of skin cancer.
All therapies  combined produce a market with  approximately two billion dollars
in sales annually in the United States alone.

                                       4
<PAGE>

         A number of treatments  for  Psoriasis  are partially  effective and as
reviewed by Gerald J. Krueger M.D. in the New England Journal of Medicine,  June
24, 1993, they are divided into three categories.

         One:  Topically  applied  agents  such as cortical  steroids,  lotions,
anthrolin and vitamin D analogs.

         Two:  Exposure to  ultraviolet  light or artificial  medium wave length
ultraviolet B radiation (UVB) or photoaugmented  long wave length  ultraviolet A
radiation (PUVA).

         Three:  Orally  administered drug such as methotrexate,  etretinate and
cyclosporine. PUV treatments are expensive, approximately $2,600 per year, while
methotrexate is less expensive,  approximately $1,400 per year.  Frequently such
treatments  become  ineffective  with  continued  use  and  require  cycling  or
rotation.

         In summary,  using  currently  available  therapies:  1) the  topically
applied lotions become ineffective as tolerance develops, 2) the light therapies
are very expensive and become  ineffective  over time, and 3) the oral agents as
mentioned above can induce cancer,  have serious liver toxicity and are reserved
for disease that is severe.

         Based upon third party opinion,  the Company's  liposomal  PGE-1 lotion
for use as a treatment  for  psoriasis  will be effective  and safe.  PGE-1 is a
known effective agent for treating inflammation and immune system abnormalities.

General

         Although  the Company is not aware of any  additional  technologies  or
products that are functionally similar to the biopharmaceutical  products of the
Company  currently  under  development,  there  can be no  assurance  that  such
technologies  or products will not be developed or that other companies with the
expertise or resources that would encourage them to attempt to develop or market
competing  products will not develop new products directly  competitive with the
Company's products.  Some of the Company's competitors and potential competitors
have  well-established  reputations  for  success in the  development,  sale and
service  of   biopharmaceuticals   and  have  substantially  greater  financial,
technical,  personnel  and other  resources  than the Company,  enabling them to
undertake  clinical  testing  of  products,   obtain  regulatory  approvals  and
manufacture  and market  pharmaceutical  products  in  response  to  competitors
seeking to market new products and enter into new  markets.  In addition,  there
can be no  assurance  that the  Company  can  complete  clinical  testing of its
products,    obtain   regulatory   approvals   and   commence   commercial-scale
manufacturing in a timely manner to be effectively competitive.

                          Production and Manufacturing

General:

         The Company does not own or lease any  manufacturing  facilities,  does
not manufacture the products or any of their ingredients,  and will purchase all
ingredients from unaffiliated  suppliers,  including FDA validated  suppliers of
LLPGE1. The Company does not now have any contracts with manufacturers, although
it is in the  process  of  negotiating  such  contracts.  Although  the  Company
believes  that there are adequate  suppliers  and  manufacturers  sufficient  to
satisfy  the  Company's   requirements,   the  terms  on  which   suppliers  and
manufacturers  will be available  could have a material effect on the success of
the Company.

Dependence on Third-Party Research:

         The Company  plans to continue to utilize  third parties to conduct the
necessary clinical trials, and, therefore,  will be substantially dependent upon
third-party researchers and others, over whom the Company will not have absolute
control,  to satisfactorily  complete  scientific studies performed on behalf of
the Company.  There can be no assurance that third parties will be able to carry

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<PAGE>

out these studies in the proper  manner,  within the time frame,  and within the
cost  estimates  currently  relied  upon by  management.  In the event  that the
studies were carried out incorrectly or improperly, or were not completed within
the time frame currently contemplated,  or exceeded current cost parameters, the
Company's business could be materially adversely affected.


                                    Marketing

         The  commercial   success  of  the  Company's   products  will  require
acceptance by urologists,  gynecologists,  dermatologists,  family practitioners
with a  significant  elderly  female  and/or  male  clientele,  medical  doctors
practicing  as sex  therapists  and  the  medical  community  as a  whole.  Such
acceptance  will depend in large part on the results of the clinical  trials and
the conclusion by these  physicians that the Company's  products furnish a safe,
cost-effective and acceptable method of treatment. Accordingly, achieving market
acceptance of the Company's products will require substantial  marketing efforts
and expenditure of significant  funds to educate doctors,  pharmacists,  and the
public about what the Company  believes are their  advantages  and benefits.  To
that end, the Company will soon begin  negotiations with potential  distributors
for major international pharmaceutical companies in the United States, European,
South  American and Asian  markets.  As is  customary  in the  biopharmaceutical
industry  operating  in  these  markets,  the  Company  anticipates  that  these
distribution agreements if reached, as to which there can be no assurance,  will
provide for the  distributor to pay to the Company  up-front  licensing fees and
milestone  payments.  In addition,  the distributor  will be responsible for the
costs of registration and/or FDA or regulatory  approval and validations.  Based
on market  studies  undertaken  by the Company,  it expects that sales of LLPGE1
products,  both in the United States and internationally,  may generate material
revenues  to the Company by the end of 2003,  or possibly  sooner with regard to
the Male and Female Topical Products.

                                    Employees

         The Company had no full time employees at December 31, 2000. On January
13, 2000, Stuart Brame was elected as president,  but he resigned. He had agreed
to work at no salary.  The Company  will be required to retain  other  qualified
personnel,  for whose  services  the Company will be in  competition  with other
employers,  many of which have significantly greater resources than the Company.
There can be no  assurance  that the Company will be able to hire or retain such
other qualified personnel. The entertainment companies have eighteen employees.

                                    Insurance

Officers and Directors:

         The Company currently has no Directors and Officers insurance.

Product Liability:

         The Company  currently  has no product  liability  insurance.  Upon the
commencement  FDA trials the Company  will seek to obtain a policy with  minimum
coverage of $1,000,000,  with increases to such required  levels of insurance as
its products are commercialized.  There can be no assurance,  however,  that the
Company will be able to obtain, maintain or increase its insurance on acceptable
terms or at reasonable  costs,  or that such  insurance will provide the Company
with adequate coverage against potential liabilities.

Business Interruption Insurance:

         The Company does not currently maintain business interruption insurance
coverage.

                              Government Regulation

         The  Company  is  subject to various  FDA  regulations  and/or  foreign
regulatory   bodies   which   govern  or  influence   the   research,   testing,

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<PAGE>

manufacturing,  safety,  labeling,  storage,  record keeping and advertising and
promotion of pharmaceutical products and medical devices.

         The Company believes it is in substantial  compliance with all material
federal and state laws and regulations. There can be no assurance, however, that
the Company will be able, for financial and other reasons, to continue to comply
with applicable  laws,  rules and  regulations.  Failure or delay by the Company
and/or its designated  agents to comply with FDA regulations or other applicable
regulatory  requirements could subject the Company to civil remedies,  including
fines,  suspensions,  delays of approvals,  injunctions,  recalls or seizures of
products, operating restrictions, as well as potential criminal sanctions, which
could have a material adverse effect on the Company.

         The Company's research, development, clinical trials, manufacturing and
marketing of its  products,  are subject to extensive,  rigorous and  frequently
changing  regulatory review process by the FDA and other regulatory  agencies in
the U.S. and various foreign countries. The process of obtaining and maintaining
required  regulatory  approvals  is  lengthy,   expensive  and  uncertain.   FDA
procedures  for  approval of  pharmaceuticals  and  biologics  involve  clinical
testing which occurs in three phases to  demonstrate  the safety and efficacy of
the  product.  Phase I clinical  trials  consist  of testing  for the safety and
tolerance  of the  product  with a small  group of  subjects  and may also yield
preliminary  information  about  the  effectiveness  and  dosage  levels  of the
product. Phase II clinical trials involve testing for efficacy, determination of
optimal dosage,  and identification of possible side effects in a larger patient
group.  Phase III clinical trials consist of additional testing for efficacy and
safety with an expanded patient group.  Upon successful  completion of Phase III
testing, a New Drug Application ("NDA") can be filed. Approval requires a review
of detailed data resulting  from the clinical  studies,  the  composition of the
drug, the labeling that will be used,  information on manufacturing methods, and
samples of the products.  After the FDA completes its review of the application,
a panel of medical experts typically  reviews the product,  and the applicant is
required  to  answer  questions  regarding  its  safety  and  efficacy.  At  the
recommendation  of the panel,  an NDA may be granted and the product may then be
marketed.  After  the  product  has  been  approved  for  marketing,   Phase  IV
post-marketing  surveillance  studies may be required to provide additional data
to the FDA for longer term follow-up concerns.

         There can be no assurance that FDA or other  regulatory  clearance will
not take  longer  than  currently  anticipated  because of delays,  problems  or
unforeseen  safety  difficulties  or  that  regulatory  clearance  will  ever be
granted,  although the Company believes that FDA and other regulatory  clearance
ultimately  will be  forthcoming.  Failure to obtain FDA  approval for a product
would  prevent the Company from  marketing  that  product in the United  States,
which would have a material adverse effect on the Company's business,  financial
condition and results of operations.  Even if regulatory approval is obtained, a
marketed  pharmaceutical  product and its manufacturer are subject to continuing
regulatory review, and discovery of previously unknown problems or amendments to
existing  statutes or regulations or the adoption of new statutes or regulations
could  result  in  restrictions  on  such  product  or  manufacturer,  including
withdrawal of the product from the market.

         The manufacturing  processes of the Company's  products will be subject
to certain  regulatory  guidelines.  The FDA establishes these guidelines as GMP
(Good Manufacturing Practice). All pharmaceutical  manufacturers must conform to
these guidelines. The FDA inspects these facilities on a regular basis and notes
any deficiencies. The facility must correct such deficiencies within a specified
period of time.

         Any new pharmaceutical  facility must go through a strict inspection by
the FDA, in a full audit,  and then adhere to the  guidelines.  Any facility not
adhering to these guidelines is subject to FDA regulatory action.

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<PAGE>

                           Collaborative Arrangements

         The   Company   operates   as  a  "virtual   company"   and  relies  on
subcontracting  and  collaborative  arrangements  for much of its  research  and
development,   manufacturing,   clinical  trial  and  marketing   operations  in
connection with its biopharmaceutical produicts. The Company intends to continue
to  seek  and  enter  into   collaborative   arrangements  with   pharmaceutical
consulting,  manufacturing and distribution  concerns to eventually  manufacture
and distribute its products.


ITEM 2.  DESCRIPTION OF PROPERTY

         The Registrant had no office lease commitments at December 31, 2000:

         The  Registrant  does not own any real  estate,  nor is the  Registrant
engaged in the business of investing in real estate or real estate mortgages.

ITEM 3.  LEGAL PROCEEDINGS

Legal Proceedings Unresolved:

The Company is a party in certain  pending or  threatened  legal,  governmental,
administrative,  or judicial  proceedings  that arose in the ordinary  course of
business.  The  following  includes  a list of  current  pending  or  threatened
proceedings,  which are  believed  not to affect the  financial  position of the
Company in a material way at this time:

(a) Investors  Capital  Enterprises,  Inc. v. Harvard  Scientific Corp. and Does
1-50 Case No:  BC209049,  filed April 20, 1999 in  Superior  Court,  Los Angeles
County , State of California.  Investor's Capital Enterprises, Inc. alleges that
it was due a fee of 87,500 shares  (post-split) of the Company's Common Stock in
exchange for arranging  certain  financing.  The  complaint  alleges that it did
arrange certain financing through DJ Ltd.  Investors Capital  Enterprises claims
that such an  investment  qualifies  for its  commission  agreement  and that it
advised the Company in writing on July 1, 1996.  The complaint  alleges that the
market value of 87,500 shares on May 15, 1996 was $2,100,000.

During  September  1999,  the court  ordered  this Case to  proceed  to  binding
arbitration.  However,  to date,  Investors  Capital  Enterprises,  Inc. has not
initiated the arbitration.


(b) RK Company v. Harvard  Scientific  Corp.  dba Vibragen  Inc.,  Case No. 99 C
4261,  United States  District  Court,  Northern  District of Illinois,  Eastern
Division. Plaintiff alleges securities fraud perpetrated by Defendant and/or its
agents to induce Plaintiff to invest and hold securities in Harvard Scientific.

Legal Proceedings Resolved:

(a) Hardesty;  Ltd. V Harvard  Scientific  Corp. et al, Case CV99-05715 filed on
October 22, 1999, in the Second Judicial District Court, Washoe County, State of
Nevada.  Hardesty,  Ltd challenges it rendered legal services and advanced costs
for Defendant from December 1997 through December 1998 in excess of $10,000.

(b) Eric N. Savage v. Harvard  Scientific  Corp., Dr. Jackie See, Does I through
X, Case No.  A381022  filed on November  10, 1997 in the District  Court,  Clark
County,  Nevada.  Eric N. Savage  ("Savage"),  a former  employee and officer of
Harvard,  alleges that  pursuant to an oral  representation  made in March 1994,
that he was entitled to receive 150,000 shares  (restated to reflect the current
stock splits and reverse stock  splits),  which were not authorized for issuance
to him until July 1994.  Savage also alleges that the Company agreed to backdate
the  issuance  of the  150,000  shares  to Savage  to the date  March  17,  1994
employment  contract,  which contract made no mention of any share compensation.
Savage  further  alleges  that the  defendants  restricted  and delayed him from
selling shares causing him financial losses in excess of $1,250,000.  On May 18,
2000 an agreement was reached  whereby  Harvard issued 50,000 shares of stock to
Savage.

                                       8
<PAGE>

(c) Harvard Scientific  Corporation vs. David E Jordan, Case No. 98-2031-CA-16-P
filed in the circuit court of the 18th  Judicial  Circuit,  in Seminole  County,
Florida,  filed on or about October 1, 1998.  David E. Jordan  ("Jordan")  was a
consultant to the Company. On May 15, 1997, the Board of Directors  considered a
resolution engaging Jordan for his services.  At that time the Company discussed
a compensation of $15,000 per month plus 100,000 shares (restated to reflect the
1 for 10 reverse  split  effective  February  2, 1998) of the  Company's  Common
Stock.

A Consulting Agreement was never consummated. Despite the fact that no agreement
was consummated,  stock certificates  evidencing 100,000 shares of the Company's
Common Stock were issued and  delivered  to Jordan on June 6, 1997.  On or about
June 17, 1997, the Company  cancelled the 100,000 shares issued and delivered to
Jordan. In April 1997, prior to the issuance date of the 100,000 shares,  Jordan
marketed and sold portions of these shares.  Jordan also presented himself as an
agent of the  Company in the sale of these  shares  when,  indeed,  he had never
received the  authority to do so. This case was settled and dismissed by a Court
Order dated April 17, 2000. Harvard issued 125,000 shares to David Jordan.

(d) Pyramid  Laboratories  vs. Harvard  Scientific  Corp.,Case No. 811584 in the
Superior Court of the State of  California,  County of Orange,  Central  Justice
Center:  Pyramid  Laboratories is seeking  approximately  $128,000.00 in damages
from  Harvard  for  services  allegedly  provided  to  Harvard.  This amount was
disputed by Harvard  asserting that there should be an offset of this amount due
to actions of Pyramid  Laboratories.  By agreement  dated  August 27, 2000,  the
company  agreed to pay $133,100 and issued  33,725 shares of stock on this claim
with the debt accruing  interest at the rate of 10% per annum  beginning June 1,
2000. (See Note 5)

(e) Medhat Gorgy vs. Harvard Scientific Corp., Case No. CV99-04662 in the Second
Judicial District Court of Washoe County,  Nevada.  Medhat Gorgy, a principal of
Pyramid  Laboratories,  has filed suit  against  Harvard  claiming  damages  for
services  alledgedly  provided to  Harvard.  The amount  sought was  disputed by
Harvard.  The  Company  sought an offset of the  amount due to actions of Medhat
Gorgy and seeks  damages  against  Medhat Gorgy in a  counterclaim.  The Company
sought damages  against  Pyramid  Laboratory as a third party  defendant to this
action.  By agreement  dated August 27, 2000, the company agreed to pay $165,000
and issued 70,000 shares of the stock of the Company on this claim with the debt
accruing interest at the rate of 10% per annum beginning June 1, 2000. (See Note
5)

NOTE 11 - UNCERTAINTY - GOING CONCERN

The financial  statements of the Company have been prepared assuming the Company
will continue as a going concern. The Company's continued existence is dependent
upon its ability to resolve its  liquidity  problems,  principally  by obtaining
additional equity capital from other sources.

NOTE 12 - SUBSEQUENT EVENTS

    (a)  On March 19, 2001,  Harvard  Scientific  Corp. (the "Company")  entered
         into  an  Exchange  Agreement  with  the  Stockholders  of  Four  Starz
         Holdings,  Inc., Four Starz Productions,  Inc.,  Gladiator Films, Inc.,
         and LaPlaya Studios,  Inc., all four of which are Florida corporations.
         Under the terms of the  Exchange  Agreement,  the Florida  corporations
         obtained equity and management control of the Company by exchanging all
         of the issued and outstanding shares of Four Starz Holdings, Inc., Four
         Starz  Productions,  Inc.,  Gladiator Films, Inc., and LaPlaya Studios,
         Inc., for 14,000,000 shares of the Company's common stock. The Exchange
         Agreement represents not only a change in control of the Company, but a
         change in the Company's principal line of business.

    (b)  On March 19, 2001 The former Directors and Officers of the corporation,
         namely  Stewart  Brame,  Gordon Cole,  Curtis  Orgill and  Alexander H.
         Walker Jr., elected Abraham M. Daniels to the Board of Directors as its
         Chairman and CEO and Daniel De Liege as a Director, President and COO.

    (c)  The former  Directors and Officers of the  corporation,  namely Stewart
         Brame, Gordon Cole, Curtis Orgill and Alexander H. Walker Jr., resigned
         as Officers and  Directors  effective  the close of business on Monday,
         March 19, 2001.

                                       9
<PAGE>

    (d)  On March  30,  2001 the  Company  agreed to a  settlement  in the civil
         action  brought  by  Hardesty,  LTD.  The  settlement  amount  is for $
         38,855.00 and payable no later than April 25, 2001.

    (e)  On March 19, 2001 Bruno Trimpoli,  Angelo Mannarino and Dr. Ira Ashwall
         were elected  Directors of the Company.  Each was issued 250,000 shares
         of the Companies Common Stock as an inducement to serve as Directors.

    (f)  On April 9,  2001 the  Company  entered  into a  non-binding  letter of
         intent to acquire  Muller Media,  Inc., a twenty five year old film and
         television  distribution  company  located  in New York City and wholly
         owned  by DCI  Telecommunications,  Inc.  Due  diligence  is now  being
         conducted and the details of the acquisition are being negotiated.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matters were submitted  during the fourth quarter of the fiscal year
covered by this report to a vote of security holders through the solicitation of
proxies or otherwise.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         The  Common  Stock of the  Company  is  trading  on the  system  of the
National  Association  of  Securities  Dealers,  Inc.  (NASD)  known  as the OTC
Electronic Bulletin Board under the symbol "VGEN".

         The Company's authorized stock consists of 110,000,000 shares, $.01 par
value per share, 100,000,000 of which are shares of Common Stock, and 10,000,000
of which are Preferred Stock.

         The following table sets forth the range of high and low bid quotations
for the Company's Common Stock for each quarterly period indicated,  as reported
by brokers and dealers  making a market in the capital  stock.  Such  quotations
reflect inter-dealer prices without retail markup,  markdown or commission,  and
do not necessarily represent actual transactions:

                              Common Stock

                         Quarter Ended High Bid Low Bid

           ---------------------------------------------------
                   December 31, 2000        $.13         $.11
                  September 30, 2000        $.438        $.41
                       June 30, 2000        $.50         $.48
                      March 31, 2000        $.875        $.853


         The approximate  number of record holders of the  Registrant's  capital
stock as of April 12, 2001 was 302. The  transfer  agent and  registrar  for the
Common Stock is Nevada Agency and Trust & Co., Reno, Nevada.

Dividends:

         The  Registrant  has never paid cash  dividends on its Common Stock and
does not intend to do so in the  foreseeable  future.  The Registrant  currently
intends to retain its  earnings,  if any, for the operation and expansion of its
business.

Preferred Stock:

         The Board of Directors of the Company has authority to establish series
of the 10,000,000  unissued  shares of Preferred Stock by fixing and determining
the designations, preferences, limitations and relative rights, including voting
rights,  of the shares of any series so established to the same extent that such
designations,  preferences,  limitations  and relative rights could be stated if
fully set forth in the Articles of Incorporation.  The Company believes that the
flexibility  provided  through  this "blank  check"  Preferred  Stock allows the
Company  to address  potential  future  financing  needs by  creating  series of
Preferred  Stock  that may be  customized  to meet the  needs of any  particular
transaction and to market conditions.

                                       10
<PAGE>

         If any series of Preferred  Stock  authorized by the Board provides for
dividends, such dividends, when and as declared by the Board of Directors out of
any  funds  legally  available  therefor,  may  be  cumulative  and  may  have a
preference  over  the  Common  Stock as to the  payment  of such  dividends.  In
addition,  if any series of Preferred Stock authorized by the Board so provides,
in the event of any  dissolution,  liquidation  or  winding  up of the  Company,
whether  voluntary or  involuntary,  the holders of each such series of the then
outstanding   Preferred  Stock  may  be  entitled  to  receive,   prior  to  the
distribution  of any  assets  or  funds  to  the  holders  of  Common  Stock,  a
liquidation preference established by the Board of Directors,  together with all
accumulated  and unpaid  dividends.  Depending upon the  consideration  paid for
Preferred  Stock,  the  liquidation  preference  of  Preferred  Stock  and other
matters,  the issuance of Preferred Stock could therefore  result in a reduction
in the assets  available for  distribution to the holders of Common Stock in the
event of  liquidation  of the  Company.  Holders of Common Stock do not have any
preemptive  rights to acquire  Preferred  Stock or any other  securities  of the
Company.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR  PLAN OF
         OPERATION

Some of the discussion contained in this Item 6 and elsewhere in this form 10KSB
is "forward looking", as that term is identified in, or contemplated by, Section
27A of the  Securities  Act and Section 21E of the  Exchange  Act.  Accordingly,
actual results may materially  differ from  projections or other  indications of
future results.  Information  concerning factors that could cause actual results
to differ  materially from any projection or other indications of future results
is  available  in this item 6,  elsewhere in this Form 10K-SB and in the filings
that  the  company  has  made or may  make  with  the  Securities  and  Exchange
Commission in connection  to the Company's  shareholders  or in news releases by
the Company.

OVERVIEW:
--------

Harvard  Scientific  Corporation has been exclusively a  biopharmaceutical  drug
development  company.  The  Company's  corporate  objective  has been to utilize
medically  researched  and developed drug  substances,  determine the ability of
these  substances to be encapsulated in liposomes and to determine the potential
market for such products. However, the company's primary focus may shift from an
exclusive   biopharmaceutical  drug  development  company  to  an  Entertainment
Conglomerate.  The  Company  has  acquired  four,  Florida  based  entertainment
companies and may begin to identify and acquire other appropriate  entertainment
related   companies.   The   Company   may   eventually   further   develop  its
biopharmaceutical  products under a separate name and company,  to be determined
at a later date. The focus of the Company's activity over the next twelve months
will be to attempt to further  develop,  produce  and  distribute  the  existing
projects in the  Company's  recently  acquired  wholly owned  subsidiaries.  The
Company and its new management  are currently in the process of discharging  the
Company's  outstanding debts, and is actively  negotiating with its debt holders
to this end. The Company may use cash or Company securities for this purpose and
to the extent  funds are  required  may seek loans or stock  purchases  by third
parties, the sale of assets of the newly acquired subsidiaries or personal loans
from the officers and directors of the Company.

The Board of Directors of the Company will be increased to seven  members.  As a
condition  to fund  from  the  underwriters  of the  proposed  loan to La  Playa
Studios,  Inc. for the design,  construction  and  operation  of the  production
facilities,  two board  positions  will be reserved for their  appointment.  The
current Board of Directors will seek qualified individuals with solid experience
in the entertainment industry to complete the Board of Directors.

Four Starz  Productions,  Inc. is now a wholly owned  subsidiary of the Company.
Daniel De Liege,  a director and  President of the Company,  is the President of

                                       11
<PAGE>

Four Starz  Productions,  Inc.  Four Starz  Productions,  Inc. is a producer and
funder of feature length motion pictures. Four Starz Productions,  Inc. provided
portions of the financing for two feature  length motion  pictures;  Amati Girls
and Carlos Wake. Four Starz Productions,  Inc. is also the owner of copyright of
the screenplay  "Donzi - The Legend.  Four Starz  Productions,  Inc. has entered
into a  production  agreement  to  produce  "Donzi - The  Legend",  with  Masque
Pictures, a private California corporation owned and operated by Steve Perry.

Gladiator Films, Inc. is now a wholly owned subsidiary of the Company. Gladiator
Films,  Inc is a producer of feature length motion  pictures.  Gladiator  Films,
Inc. is a newly  formed  company and has of yet  produced  any films.  Gladiator
Films, Inc. has entered into a distribution  agreement with AKA Movies,  Inc. to
distribute  its films  worldwide.  Gladiator  Films,  Inc.  intends to  develop,
produce and distribute up to three feature length motion pictures every year.

La Playa Studios,  Inc. is a wholly owned  subsidiary of the Company.  Daniel De
Liege is the  president of La Playa  Studios,  Inc. La Play  Studios,  Inc. is a
newly formed  corporation  whose sole purpose is to attempt to design,  develop,
construct and operate a full service television, film and music recording studio
within the boundaries of Miami Dade County.  La Playa  Studios,  Inc has applied
for the needed  financing  for this  project.  Through an  Interlocal  Agreement
between  Miami  Dade  County  and  Capital  Finance  Authority,  funds  of up to
$150,000,000 are available for this project. There can be no assurances that the
Company will actually receive these funds.

It is  anticipated  that the project  will be  completed  in the Summer of 2003,
although  there is no  assurance  that this time table can be met,  assuming the
project goes forward.

Four Starz Holdings,  Inc. is a wholly owned subsidiary of the Company.  Abraham
M.  Daniels,  Chairman  and  Chief  Executive  Officer  of the  Company,  is the
President  of Four Starz  Holdings,  Inc.  Four Starz  Holdings,  Inc.  owns the
copyright to five screenplays with talent under contract and foreign territorial
rights  sold  under  contract.  Eric  Roberts is under  contract  to star in the
suspense   thriller  "M".  This  screenplay  was  pre-sold  in  several  foreign
territories  totaling  more  than $ 932,000  in sales  under  contract.  Michael
Dudikoff  is under  contract  to star in the action  film  "Death  Game" and has
foreign  pre-sale  contracts  totaling  more than $ 776,100 USD. The  screenplay
"Kumite" has $ 123,000 in foreign  pre-sale  contracts,  "Elian" has more than $
111,600 in foreign pre-sale  contracts.  All foreign pre-sales were made under a
license  agreement  with foreign sales agent Belfair  International,  LTD at the
2000 Cannes Film Festival.  Four Starz Holdings, Inc. also owns the copyright to
the  screenplay  entitled  "Open  Hearts" based on the best selling novel of the
same name.

Four Starz Holdings,  Inc. may contract with Gladiator Films, Inc. to physically
produce the  aforementioned  screenplays  once the  production  funding has been
secured.

Liquidity and Capital Resources
-------------------------------

         To  complete  the  regulatory  process  for its  products,  the Company
estimates it will need as much as $12-million  for the Female  Topical  Product,
potentially $10-million for the Male Topical Product and as much as $12-million
for the Male  Intraurethral  Product.  Up to an  additional  $20-million  may be
required  to  complete  testing  and bring to market  the  Company's  additional
products. However, regulatory and testing costs per product for these additional
products are projected to be lower due to data generated by the CMC,  animal and
clinical data related to the Male Intraurethral  Product.  It is not anticipated
that any material amount of funds will be expended for these purposes during the
next 12 months.

         The Company expects to obtain capital funds either from the issuance of
common stock or debt.  Management is working  extensively on obtaining financing
for the  Company.  It is expected  that  external  sources  will be available to
provide  these  funds,  but there can be no  guarantees  of such  funding.  . If
additional  capital  is not  secured,  there is  considerable  doubt  about  the
Company's ability to continue as a going concern.

                                       12
<PAGE>

Results of Operations:
----------------------

         During the period  ending  December  31,  2000,  the Company had no net
sales, and, accordingly, had no cost of sales. During that time, the Company has
remained focused on 1) completing the required regulatory review process for its
Male  Intraurethral  product,  2)  introducing  the new male and the new  female
sexual  dysfunction  products,  and 3) forming  alliances  for  securing a joint
venture or licensing  agreement.  The Company  intends to focus on promotions of
their products only after completing the regulatory review process.

         The Company's  total current  liabilities  for the year ending December
31, 2000 are $545,268

         The Company  issued a total of 3,346,975 shares of common stock during
the twelve  months  ending  December 31, 2000,  mostly  attributed to payment of
services in lieu of cash.  The Company  anticipates  that it will  continue  the
practice of issuing  shares of its common  stock as  compensation  for  services
rendered to the Company.

Date     Issued to         in consideration of                # of shares
----------------------------------------------------------------------------
2/29/00  Harris            Cash                                   140,000
----------------------------------------------------------------------------
3/6/00   Walker            Officers Salary                      1,000,000
----------------------------------------------------------------------------
3/6/00   Orgil             Accounting Services                  1,000,000
----------------------------------------------------------------------------
3/6/00   Cole              Accounting Services                    500,000
----------------------------------------------------------------------------
3/17/00  Magicar LTD       Cash                                   115,700
----------------------------------------------------------------------------
4/17/00  McMurty           Cash                                   100,000
----------------------------------------------------------------------------
4/17/00  Heffnon           Cash                                     8,000
----------------------------------------------------------------------------
4/17/00  Borlack           Fees                                    70,000
----------------------------------------------------------------------------
5/16/00  Jordan            Settlement                             100,000
----------------------------------------------------------------------------
5/18/00  Lang              Cash                                    20,000
----------------------------------------------------------------------------
7/17/00  Fitzpatrick       Cash                                    50,000
----------------------------------------------------------------------------
7/28/00  Savage            Settlement                              50,000
----------------------------------------------------------------------------
8/23/00  Tawes             Settlement                              50,000
----------------------------------------------------------------------------
8/31/00  Butko             Fees                                    20,000
----------------------------------------------------------------------------
9/6/00   Optima                                                   500,000
                           Cancelled by Board                    (500,000)
----------------------------------------------------------------------------
9/12/00  Miller            Settlement                              20,000
----------------------------------------------------------------------------
11/28/00 Gorgy             Settlement                              70,000
----------------------------------------------------------------------------
11/28/00 Pyramid Labs      Settlement                              33,275
----------------------------------------------------------------------------

                                       13
<PAGE>

ITEM 7.    FINANCIAL STATEMENTS

                          INDEPENDENT AUDITOR'S REPORT

                             FORBUSH AND ASSOCIATES
                       1155 West Fourth Street, Suite 225
                               Reno, Nevada 89503
                    Phone (775) 337-6001 Cell (775) 771-5129
                               Fax (775) 348-0872
                           email: danforbush@juno.com


To the Board of Directors
And Shareholders of
Harvard Scientific Corp.

I have audited the balance  sheet of Harvard  Scientific  Corp.  (A  Development
Stage Company) as of December 31, 2000 and the related statements of operations,
stockholders'equity,  and cash flows for the year then  ended.  These  financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on the financial statements based on my audit.

I have  conducted  my audit  in  accordance  with  generally  accepted  auditing
standards.  Those standards require that I plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material  respects,  the financial  position of Harvard  Scientific  Corp. as of
December 31, 2000 and the results of its  operations  and its cash flows for the
year then ended in conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been presented  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in Note 10 to the
financial statements,  the Company has suffered recurring losses from operations
that raises  substantial doubt about its ability to continue as a going concern.
The financial  statements do not include any adjustments  that might result from
the outcome of this uncertainty.


By: /s/ Daniel J. Forbush
-------------------------
Daniel J. Forbush
Certified Public Accountant

Reno, Nevada
March 28, 2001

                                       14
<PAGE>

                            HARVARD SCIENTIFIC CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                                  BALANCE SHEET

                                     ASSETS
<TABLE>
<CAPTION>
                                                                December 31,    December 31,    December 31,
                                                                   2000            1999            1998
                                                                (Audited)        (Audited)
                                                               ------------    ------------    ------------
<S>                                                            <C>             <C>             <C>
Current Assests
    Cash and cash equivalents                                  $         78    $      1,610    $     13,430
    Prepaid expenses                                                   --             1,610          37,173
    Note and interest receivable (Note 6,8 & 9)                        --         2,751,493       4,850,058
    Reserve for receivables (Note 6,8 & 9)                             --        (2,751,493)     (4,850,058)
    Accounts receivable - employees                                    --              --            12,997
    Accounts receivable - other                                        --              --               300
                                                                       --              --            18,000
                                                               ------------    ------------    ------------
                  Total Current Assets                                   78           1,610          81,900
                                                               ------------    ------------    ------------
Equipment and Leasehold Improvements:
    At cost, less accumulated depreciation of
      $35,461 at December 31, 1998  (Notes 3)                          --              --             9,838
                                                               ------------    ------------    ------------

Intangible Assets:
    Intellectual Property (Note 4)                                     --              --              --
                                                               ------------    ------------    ------------

Other Assets:
    Deposits                                                            300             300           1,510
                                                               ------------    ------------    ------------

         TOTAL ASSETS                                          $        378    $      1,910    $     93,248
                                                               ============    ============    ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
    Accounts payable                                           $    297,905    $    349,753    $    350,859
    Accrued expenses (Note 5)                                        23,763            --            63,662
    Notes and leases payable (Note 6)                               223,600            --             8,263
                                                               ------------    ------------    ------------
         Total Current Liabilities                                  545,268         349,753         422,784
                                                               ------------    ------------    ------------
Long-Term Liabilities:                                                 --              --              --
                                                               ------------    ------------    ------------

Stockholders' Equity:
    Common Stock, $.001 par value; 100,000,000 shares
     authorized; 9,500,712, 6,153,737 and                         5,988,712
     shares issued and outstanding at December 31, 2000,
     1999 and 1998, respectively                                     64,884          61,537          59,887
    Preferred Stock, 10,000,000 shares authorized, none
      issued and outstanding                                           --              --              --
    Additional paid-in capital                                   13,040,814      12,841,840      12,804,614
    Deficit accumulated during the development stage            (13,650,589)    (13,251,220)    (13,194,037)
                                                               ------------    ------------    ------------

                 Total Stockholders' Equity                        (544,891)           --              --
                                                               ------------    ------------    ------------

                  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $        378    $      1,910    $     93,248
                                                               ============    ============    ============
</TABLE>

   The accompanying Notes are an integral part of these financial statements.

                                       15
<PAGE>

                            HARVARD SCIENTIFIC CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                                             1/13/87
                                                                                           (Inception)
                                           December 31,    December 31,    December 31,        to
                                               2000            1999            1998          12/31/00
                                            (Audited)       (Audited)       (Audited)      (Unaudited)
                                          ------------    ------------    ------------    ------------
<S>                                       <C>             <C>             <C>             <C>
Net Sales                                 $       --      $       --      $       --      $    187,387
Cost of  Sales                                    --              --              --           221,557
                                          ------------    ------------    ------------    ------------

    Gross Profit                                  --              --              --           (34,170)
                                          ------------    ------------    ------------    ------------

Operating Expenses:
    General and administrative expenses        256,203          80,385       2,204,248       6,877,043
    Research and development                    69,500          46,079       1,035,638       2,954,776
    Depreciation and amortization                 --              --           275,080         910,927
                                          ------------    ------------    ------------    ------------

    Total Operating Expenses                   325,703         126,464       3,514,966      10,742,746
                                          ------------    ------------    ------------    ------------

    Loss from Operations                      (325,703)       (126,464)     (3,514,966)    (10,776,916)
                                          ------------    ------------    ------------    ------------

Other Income (Expense):
    Settlements                                (50,000)           --           (70,354)       (835,983)
    Foregiveness of Debt                          --            79,057         968,901       1,047,958
    Interest Income                               --                62           5,875           7,500
    Dividend Income                               --              --            11,510          62,963
    Interest Expense                           (23,665)           --          (100,776)     (2,109,574)
    Loss on disposition of Assets
     or Securities                                --            (9,838)     (1,012,198)     (1,046,536)
                                          ------------    ------------    ------------    ------------

     Total Other Income and Expense            (73,665)         69,281        (197,042)     (2,873,672)
                                          ------------    ------------    ------------    ------------

Net Loss                                  $   (399,368)   $    (57,183)   $ (3,712,008)   $(13,650,588)
                                          ============    ============    ============    ============

Loss per Common Share                     $      (0.05)   $      (0.01)   $      (0.69)   $      (2.44)
                                          ============    ============    ============    ============

Weighted Average Shares Outstanding          7,827,225       6,071,225       5,363,250       5,435,701
                                          ============    ============    ============    ============
</TABLE>


   The accompanying Notes are an integral part of these financial statements.

                                       16
<PAGE>

                            HARVARD SCIENTIFIC CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                           STATEMENTS OF STOCKHOLDERS'
                       EQUITY For the Years ended DECEMBER
                             31, 1998, 1999 and 2000
<TABLE>
<CAPTION>
                                                                                                       Deficit
                                                                                      Additional        From
                                                             Common Stock               Paid-in       Inception
                                                       Shares           Amount          Capital        To Date           Total
                                                     ------------    ------------    ------------    ------------    ------------
<S>                                                    <C>           <C>             <C>             <C>             <C>
Balance at year end December 31, 1997                  33,441,373    $     33,441    $  8,694,904    $ (9,482,027)   $   (753,682)

Issuance of shares in conversion of debt                1,036,064           1,036         260,882            --           261,918

February 2, 1998, adjustment of shares to
   effect a one-for-ten reverse split                 (31,029,693)           --              --              --              --

Issuance of shares for a commitment to a
   financing agreement                                  1,580,278          15,803       4,984,197            --         5,000,000

Issuance of shares for fees and services                  117,500           1,175         324,809            --           325,984

Issuance of shares for cash                             1,058,000          10,580       3,163,418            --         3,173,998

Net reversal of Reeivable due from related
   parties reflecting the sale of stock Rule 16(b)           --              --           (17,197)           --           (17,197)

Shares returned to Treasury - legal settlement           (270,200)         (2,702)           --              --            (2,702)

Issuance of shares for legal settlement                    55,390             554          59,799            --            60,353

Inventory contributed                                        --              --            18,000            --            18,000

Reserve for promissory note receivable                       --              --        (4,684,198)           --        (4,684,198)

Net (loss) for the Year ended
   December 31, 1998
                                                             --              --              --        (3,712,010)     (3,712,010)
                                                     ------------    ------------    ------------    ------------    ------------

Balance at year end December 31, 1998                   5,988,712    $     59,887    $ 12,804,614    $(13,194,037)   $   (329,536)

Issuance of Shares for fees and services                  165,025           1,650          15,226            --            16,876

Reduction of Note receivable                                 --              --            22,000            --            22,000

Net (loss) for the year ended
   December 31, 1999                                         --              --              --           (57,183)        (57,183)
                                                     ------------    ------------    ------------    ------------    ------------

Balance at year end December 31, 1999                   6,153,737    $     61,537    $ 12,841,840    $(13,251,220)   $   (347,843)

Issuance of Shares for cash
   and services                                         3,346,975           3,347         198,974            --           202,321

Net (loss) for the year ended
   December 31, 2000                                         --              --              --              --              --
                                                     ------------    ------------    ------------    ------------    ------------

Balance at year end December 31, 2000                   9,500,712    $     64,884    $ 13,040,814    $(13,251,220)   $   (145,522)
                                                     ============    ============    ============    ============    ============
</TABLE>

   The accompanying Notes are an integral part of these financial statements.

                                       17
<PAGE>

                            HARVARD SCIENTIFIC CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                             1/13/87
                                                   Year ended                              (Inception)
                                                   December 31                                 to
                                               2000           1999            1998          12/31/00
                                            (Audited)       (Audited)       (Audited)     (Unaudited)
                                          ------------    ------------    ------------    ------------
<S>                                       <C>             <C>             <C>             <C>
Net Loss                                  $   (399,368)   $    (57,183)   $ (3,712,008)   $(14,619,489)
                                          ------------    ------------    ------------    ------------

Adjustments to Reconcile Net Loss to
    Net Cash Provided by (Used in)
    Operating Activities:

    Book value of assets sold                     --              --              --             6,483
    Loss on disposition of securities
         or assets                                --             9,838       1,012,199       1,022,037
    Forgiveness of debt                           --           (79,057)       (968,901)     (1,047,958)
    Depreciation and amortization                 --              --           118,830         285,928
    Amortization of Debt Issuance cost            --              --           156,250         625,000
    Issuance of stock for director's
     fees and employment services               25,000            --            40,100       1,314,875
    Issuance of stock for consulting &
     legal fees                                 35,821            --           283,181         319,002
    Issuance of stock for Property
      Rights                                      --              --              --             2,000
    Issuance of stock in legal
      settlement                                70,000            --            60,354         926,208
    Discount on Convertible Debentures            --              --              --         1,750,000
    Interest Expense converted to Stock           --              --            11,917          98,795
    (Increase) decrease in assets:
      Prepaid expenses                            --            37,173            --            37,173
      Deposits/Retainers                          --             1,210           7,112         (37,474)
      Other Assets                                --            31,297         (13,297)         18,000
    Increase (decrease) in liabilities:
      Accounts payable                         (51,848)         77,951         345,830         376,960
      Accrued expenses                          23,763         (63,662)        (89,373)         15,147
      Due to/from related parties                 --              --           514,040         310,300
                                          ------------    ------------    ------------    ------------
              Total Adjustments                102,736          14,750       1,478,242       6,022,476
                                          ------------    ------------    ------------    ------------

Net Cash (Used) by Operating Activities   $   (296,632)   $    (42,433)   $ (2,233,768)   $ (8,597,013)
                                          ------------    ------------    ------------    ------------

Cash Flows from Investing Activities:
    Cash from sale (purchase) of
      equipment                                   --              --              --           (78,114)
    Cash from sale (purchase) of
    Intellectual Rights                           --              --              --          (150,000)
    Capitalized organization costs                --              --              --          (150,924)
                                          ------------    ------------    ------------    ------------
      Net Cash Used in Investing
      Activities                                  --              --              --          (379,038)
                                          ------------    ------------    ------------    ------------

Cash Flows from Financing Activities:
    Proceeds from issuance of capital
      stock,
      net of offering costs                     71,500          38,876       3,173,999       4,656,321
    Proceeds from debt converted to
    capital stock                                 --              --              --           250,000
     Proceeds from debt                        223,600            --              --           662,339
    Proceeds from debentures, net of
     costs                                        --              --              --         5,343,901
    Principal payments on debt                    --            (8,263)     (1,800,000)     (1,936,432)
                                          ------------    ------------    ------------    ------------

      Net Cash Provided by Financing
       Activities                              295,100          30,613       1,373,999       8,976,129
                                          ------------    ------------    ------------    ------------

Net Increase (Decrease) in Cash                 (1,532)        (11,820)       (859,769)             78

Cash at beginning of period                      1,610          13,430         873,199            --
                                          ------------    ------------    ------------    ------------

Cash at end of period                     $         78    $      1,610    $     13,430    $         78
                                          ============    ============    ============    ============
</TABLE>

   The accompanying Notes are an integral part of these financial statements.

                                       18
<PAGE>

                     NOTES TO THE FINANCIAL STATEMENTS Based
       on Audited Financial Statements at December 31, 2000, 1998 and 1999


NOTE 1 - NATURE OF BUSINESS AND ORGANIZATION

Nature of Business:
During  the  audit  period,  Harvard  Scientific  Corp.  (the  "Company")  is  a
biopharmaceutical  drug development  company  specializing in sexual dysfunction
for both male and female.

The Company's corporate  objective has been to utilize medically  researched and
developed  drug  substances,  determine  the ability of these  substances  to be
encapsulated  in  liposomes  and to  determine  the  potential  market  for such
products.

The Company's corporate  objective has been to utilize medically  researched and
developed  drug  substances,  determine  the ability of these  substances  to be
encapsulated  in  liposomes  and to  determine  the  potential  market  for such
products.  The Company  intends to conduct all clinical  testing  necessary  for
regulatory  approval of such products from the U.S. Food and Drug Administration
("FDA") or similar regulatory agencies in foreign countries in order to initiate
marketing and establish distribution channels for its products.

Thus far, the Company's  intention is to develop the following products designed
to ameliorate sexual dysfunction:

     1.  An Intraureathral  therapeutic  treatment for male erectile dysfunction
         ("Male Intraureathral Product")
     2.  A topical  therapeutic  treatment for male erectile  dysfunction ("Male
         Topical Product")
     3.  A topical therapeutic  treatment for female sexual dysfunction ("Female
         Topical Product"), and
     4.  An orally administered form of liposomal,  lyophilized  Apomorphine for
         the treatment of male erectile dys- function ("Male Oral Product")

During the audit period the Company is a development stage enterprise as defined
by FASB No. 7, "Accounting and Reporting by Development Stage Enterprises".

However,   the   company's   primary   focus  will   shift  from  an   exclusive
biopharmaceutical  drug development  company to an  Entertainment  Conglomerate.
Subsequent to year end, the Company acquired four,  Florida based  entertainment
companies and will begin to identify and acquire other appropriate entertainment
related   companies.   The  Company   will   eventually   further   develop  its
biopharmaceutical  products under a separate name and company,  to be determined
at a later date. The focus of the Company's activity over the next twelve months
will be to further develop,  produce and distribute the existing projects in the
Company's recently acquired wholly owned  subsidiaries.  The Company and its new
management  are  currently  in the  process of  securing  sufficient  capital to
satisfy all of the  company's  outstanding  debts.  This capital may come in the
form of a loan,  selling off of assets of the newly acquired  subsidiaries  or a
personal loan from the officers and directors (See note 11).

                                       19
<PAGE>

                     NOTES TO THE FINANCIAL STATEMENTS Based
       on Audited Financial Statements at December 31, 2000, 1998 and 1999

Organization:
The  Company was  incorporated  under the laws of the State of Nevada on January
13, 1987.  Effective  February 2, 1998, the Company  approved a 1 for 10 reverse
stock split.  Shares  outstanding  went from  34,477,437  on February 1, 1998 to
3,447,769  just after the split.  The Company is moving forward with a strategic
plan to  facilitate  marketing of its  products in a manner which is  consistent
with enhancing its corporate image and further increasing shareholder value. All
figures in this  Report give  effect to  previous  stock  splits and the reverse
stock splits, and previously stated number of shares is appropriately  restated.
The Company has 100,000,000 shares of Common Stock authorized.  In addition,  on
July 9, 1998, the shareholders of the Company  authorized  10,000,000  shares of
"blank check" Preferred  Stock,  none are outstanding on December 31, 2000, 1999
or 1998.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organizational Costs:
Organization  costs  are  being  amortized  over a  five-year  period  using the
straight-line  method. At December 31, 1999, the Organizational Costs were fully
amortized.

Inventory:
Inventory is valued at the lower of cost or market.

Equipment:
Equipment is stated at cost.  Depreciation is incorporated on a double declining
balance basis over a period of 5 years. Expenditures for maintenance and repairs
are charged to expense as incurred.  Upon retirement or disposal of assets,  the
cost and  accumulated  depreciation  are  eliminated  from the  accounts and any
resulting gain or loss is included in expense.

Use of Estimates:
In order to prepare  the  financial  statements  in  conformity  with  generally
accepted accounting  principles,  management must make estimates and assumptions
that affect  certain  reported  accounts and  disclosures.  Actual results could
differ from these estimates.

Intellectual Properties:
The costs of  intellectual  properties  are  amortized  using the  straight-line
method over a period of fifteen years.

Earnings per share:
The earnings per share calculations were based on the weighted average number of
shares outstanding during the period.

Fully  dilutive   earnings  per  share  are  not  reflected   because  they  are
anti-dilutive.

Income Tax:
Because of losses  sustained  since  inception,  no provision  has been made for
income tax.

                                       20
<PAGE>

                     NOTES TO THE FINANCIAL STATEMENTS Based
       on Audited Financial Statements at December 31, 2000, 1998 and 1999

NOTE 3 - EQUIPMENT & LEASEHOLD IMPROVEMENTS

Equipment and building improvements consists of the following:

December 31, 1998
Equipment & Leasehold Improvements                        $       45,299
Less:  Accumulated depreciation                                   35,461
                                                          --------------

                              Total                       $        9,838
                                                          ==============

The  Company  had  incurred  leasehold  improvements  to the  Irvine  office  of
approximately $4,300 in 1997, amortized over the life of the lease. In May 1998,
the Company  terminated the Irvine lease and moved the research and  development
office  from  Irvine to Costa  Mesa,  California.  The  balance  of  unamortized
improvements of approximately $2,755 was written off.

During the fourth  quarter of 1998 and the first  quarter of 1999,  the  Company
closed three  offices  (Florida,  Arizona and  California)  with all  operations
maintained out of a Reno,  Nevada office.  The office equipment in these offices
were donated to charitable organizations

NOTE 4 - INTELLECTUAL PROPERTIES

On January 7, 1994,  the Company  exchanged  285,600 shares of common stock with
BTI for the intellectual rights to patent, develop,  manufacture, and market the
LLPGE1 for the  treatment of male  erectile  dysfunction,  impotency  and sexual
enhancement. The Company recorded the transfer of intellectual properties at the
par value of stock transferred, which amounted to $2,856.

On November 16, 1995, the Company  exchanged 613,850 shares of common stock with
BTI for assistance in raising  working  capital and patent  application  and for
management  assistance and  distribution  agreements  associated with the LLPGE1
product.   The  Company  recorded  the  transfer  at  the  par  value  of  stock
transferred, which amounted to $6,139.

During 1996, the Company expensed the unamortized  cost of acquiring  technology
relating  to the  development  of an HIV  home  test  kit.  The  Company,  which
originally  acquired the rights in exchange for 33,500  shares of common  stock,
ceased product development in connection with a settlement accrued in 1995.

During 1997, the Company entered into three additional significant  transactions
with BTI for the  acquisition of intellectual  rights,  and for the provision of
technological, management, fundraising and marketing assistance. In addition, in
1996,  the Company  incurred costs payable to BTI for  consultation  and rent of
$133,157 and for research and development $50,378 of the LLPGE1 product.  During
1997,  BTI chose to  convert  the  accounts  payable  balance of  $333,535  as a
contribution to additional-paid-in-capital.

On November 20, 1997,  the Company  agreed to exchange  200,000 shares of common
stock,  which has been issued,  to BTI for the  Intellectual  Property Rights to
Prostaglandin E1 Lyophilized Liposomes for the use of treatment of Psoriasis. In

                                       21
<PAGE>

                     NOTES TO THE FINANCIAL STATEMENTS Based
       on Audited Financial Statements at December 31, 2000, 1998 and 1999

addition,  the Company is to pay BTI $150,000.  BTI was to receive a 3% override
on royalties of the  Psoriasis  product.  On June 11, 1998,  BTI and the Company
agreed  that BTI would  transfer  an  irrevocable  royalty-free  license  to all
intellectual property,  intangibles,  patents, trade secrets,  trademarks, trade
names and goodwill relating to BTI that exists or is in development, relating to
male  and/or  female  sexual  dysfunction,  for the  return of the  intellectual
property related to the Psoriasis product that BTI previously had transferred to
the Company and the granting to BTI registration right (effective July 28, 1998)
as to all shares of the Company's  common stock held by BTI on July 20th,  1998.
In addition,  all royalty  agreements with respect to products other than sexual
dysfunction  have  been  terminated.   In  addition,  the  Company  forgave  the
indebtedness of BTI of $892,819.  The debt forgiveness is treated as part of the
cost of the intellectual properties received from BTI.

In  December  1998,  the  Company had a balance in  Intellectual  Properties  of
$1,053,814, with accumulated depreciation of $53,196 for a net of $1,000,619. On
December  31,  1998,  Intellectual  Properties  was  written  down to zero,  the
determined market value at that time.

NOTE 5 - ACCRUED EXPENSES

Accrued expenses consist of the following:


                                     (Audited)                  (Audited)
                                 December 31, 2000          December 31, 1998
                                    ----------                 -----------
Interest on notes and debentures    $   23,763                 $       -0-
Accrued payroll & payroll taxes            -0-                      63,662
Total                               $    3,763                 $    63,662
                                    ==========                 ===========

NOTE 6- NOTES PAYABLE

At December 31, 2000, Notes payable consists of the following:

                                 Note Holder                     Amount
                                 -----------                   ---------
                                 Snell                         $     500
                                 Hidden Splendor                  25,000
                                 Medhat Gorgy                     65,000
                                 Pyramid Laboratories            133,100
                                                               ---------

                                  Total                        $ 223,600
                                                               =========

NOTE 7 - RELATED PARTY TRANSACTIONS

1.   During  1997,  the  Company  incurred a payable of  $150,000 to BTI for the
     Intellectual  Property Rights to Prostaglandin E1 Lyophilized Liposomes for
     the use of treatment of  Psoriasis.  On June 11, 1998,  BTI and the Company
     agreed that BTI would transfer an irrevocable  royalty-free  license to all
     its intellectual property relating to sexual dysfunction, for the return of
     the  intellectual  property  related to the Psoriasis and other  non-sexual
     dysfunction products that BTI previously had transferred.  In addition, the
     Company forgave BTI's  indebtedness of $895,819,  which was treated as part
     of the basis of the intellectual properties.

                                       22
<PAGE>

                     NOTES TO THE FINANCIAL STATEMENTS Based
       on Audited Financial Statements at December 31, 2000, 1998 and 1999


2.   During 1996, BTI advanced  20,000 of its shares on behalf of the Company as
     a subordinated  loan agreement.  The shares were loaned and are expected to
     be returned  to BTI in 1998.  At the time of the  advance,  the fair market
     value of the shares  transferred  was  $500,000.  During 1997,  the Company
     advanced to BTI $500,000 in connection with this  settlement.  The $500,000
     was part of the forgiven debt of $895,819 described above.

3.   In 1997, BTI, a major  stockholder of the Company,  received  $352,305 from
     the sale of the Company's Common Stock that was subject to recapture by the
     Company pursuant to Section 16(b) of the Securities Exchange Act of 1934.

     In January 1998, BTI received $40,514 from the sale of the Company's Common
     Stock that was subject  recapture by the Company  pursuant to Section 16(b)
     of the Securities Exchange Act of 1934. In January 1998, $40,514 was booked
     as a receivable from related parties to reflect the recapture.  This amount
     was also part of the forgiven debt of $895,819 described above.

4.   The Company has entered into a financing  agreement dated January 13, 1998,
     as amended on February 3, 1998,  between Dr. Jackie R. See, Thomas E. Waite
     and the  Company  for the  funding of the  Company up to  $10,000,000.  Dr.
     Jackie R. See and Mr. Thomas E. Waite were Directors of the Company. Thomas
     E. Waite was also President and Chief Executive Officer of the Company.  On
     February 3, 1998, the Company issued 790,139 shares to each Dr. Jackie See,
     M.D. and Thomas E. Waite in  connection  with this private  placement.  All
     shares  owned by Dr.  Jackie See and  Thomas E.  Waite,  have  registration
     rights.  These  registration  rights  have  been  exercised  and  upon  the
     registration  statement  becoming effective (July 28, 1998), the shares can
     be sold in accordance  with the  Securities  Act of 1933,  subject to state
     securities laws. See Note 8 and Note 9.

5.   The Company often pays for services,  fees,  and salaries by issuing shares
     of Common  Stock.  Most of this stock issued for services  must be held for
     investment to satisfy the exemption from registration under Section 4(2) of
     the Securities Act of 1933, as amended. Rule 144 under the statute requires
     that such  stock be held for a year,  before  it can be sold in  accordance
     with rule 144.

     During 1998, the Company issued a total of 1,590,278 shares of Common Stock
     to  directors  of the  Company.  10,000 of these  shares were booked at the
     price of the most recent sale of the stock for cash to  shareholders of the
     registration  statement  held  effective  July 28,  1998.  The  balance  of
     1,580,278 was issued in conjunction  with the Waite and See Agreement,  see
     Notes 8 and 9.

     During 1998, the Company  approved and issued 10,000 shares of Common Stock
     (restricted)  to an employee of the Company for prior and current  services
     rendered.  In addition,  during 1998 the Company  issued  97,500  shares of
     Common Stock for services performed by outside consultants.  270,200 shares
     of Common  Stock were  returned to the Company  treasury as part of a legal
     settlement with prior affiliates of the Company (see Note 10). These shares
     were recorded at the lesser of 1) the value of the Common Stock on the date
     issued or 2) the most recent sale of the stock for cash to  shareholders of
     the registration statement held effective July 28, 1998.

     During the first quarter 1999,  the Company  issued 15,000 shares of Common
     Stock  to an  employee  of  Company,  in  accordance  with  her  employment
     agreement and considered additional  compensation fully earned in 1998. The
     stock is  restricted as defined in Rule 155 under  Securities  Act of 1933.
     The employee is no longer with the Company.  The  transaction was valued at
     the low bid price on the day of the transfer, or $16,875.

6.   The Company often pays for services,  fees,  and salaries by issuing shares
     of Common  Stock.  Most of this stock issued for services  must be held for
     investment to satisfy the exemption from registration under Section 4(2) of
     the Securities Act of 1933, as amended. Rule 144 under the statute requires
     that such  stock be held for a year,  before  it can be sold in  accordance
     with rule 144.

     During the first  quarter  2000,  the Company  issued  2,500,000  shares of
     Common Stock to an officers and directors of the Company,  as authorized by
     the Board of Directors of the Company.  The stock is  restricted as defined
     in Rule 155 under Securities Act of 1933. These transactions were valued at
     $25,000.

                                       23
<PAGE>

                     NOTES TO THE FINANCIAL STATEMENTS Based
       on Audited Financial Statements at December 31, 2000, 1998 and 1999

NOTE 8 - INCOME TAXES

The Company has federal net operating loss carryforwards for financial statement
purposes of  approximately  $14,000,000 at December 31, 2000, which will be used
to offset future  earnings of the Company.  The loss  carryforwards  will expire
during the years ending 2002 through 2013 if not used.

NOTE 9 - CONTINGENCIES

The Company is a party in certain  pending or  threatened  legal,  governmental,
administrative,  or judicial  proceedings  that arose in the ordinary  course of
business.  The  following  includes  a list of  current  pending  or  threatened
proceedings,  which are  believed  not to affect the  financial  position of the
Company in a material way at this time:

1.   Investors Capital  Enterprises,  Inc. v. Harvard  Scientific Corp. and Does
     1-50 Case No: BC209049, filed April 20, 1999 in Superior Court, Los Angeles
     County , State of California.  Investor's Capital Enterprises, Inc. alleges
     that it was due a fee of 87,500 shares (post-split) of the Company's Common
     Stock in exchange for arranging  certain  financing.  The complaint alleges
     that it did arrange certain  financing  through DJ Ltd.  Investors  Capital
     Enterprises  claims that such an investment  qualifies  for its  commission
     agreement  and that it advised the Company in writing on July 1, 1996.  The
     complaint  alleges that the market  value of 87,500  shares on May 15, 1996
     was $2,100,000.

During  September  1999,  the court  ordered  this Case to  proceed  to  binding
arbitration.  However,  to date,  Investors  Capital  Enterprises,  Inc. has not
initiated the arbitration.

2.   RK Company vs. Harvard  Scientific Corp., Case No. 99 C 4261, United States
     District Court, Northern District of Illinois, Eastern Division.  Plaintiff
     alleges  massive  fraud  perpetrated  by Defendant  to induce  Plaintiff to
     invest and hold securities in Harvard Scientific.

NOTE 10 - UNCERTAINTY - GOING CONCERN

The financial  statements  of the Company have been  prepared  assuming that the
Company will continue as a going concern.  The Company's  continued existence is
dependent  upon its ability to resolve its liquidity  problems,  principally  by
obtaining additional equity capital from other sources. If additional capital is
not secured, there is considerable doubt about the Company's ability to continue
as a going concern.

NOTE 11 - SETTLEMENTS

         Eric N. Savage v. Harvard  Scientific  Corp.,  Dr.  Jackie See,  Does I
through X, Case No.  A381022  filed on November 10, 1997 in the District  Court,
Clark County,  Nevada. Eric N. Savage ("Savage"),  a former employee and officer
of Harvard,  alleges that pursuant to an oral representation made in March 1994,
that he was entitled to receive 150,000 shares  (restated to reflect the current
stock splits and reverse stock  splits),  which were not authorized for issuance
to him until July 1994.  Savage also alleges that the Company agreed to backdate
the  issuance  of the  150,000  shares  to Savage  to the date  March  17,  1994
employment  contract,  which contract made no mention of any share compensation.
Savage  further  alleges  that the  defendants  restricted  and delayed him from
selling shares causing him financial losses in excess of $1,250,000.  On May 18,
2000 an agreement was reached  whereby  Harvard issued 50,000 shares of stock to
Savage.

         Harvard   Scientific   Corporation   vs.  David  E  Jordan,   Case  No.
98-2031-CA-16-P  filed in the circuit  court of the 18th  Judicial  Circuit,  in
Seminole  County,  Florida,  filed on or about October 1, 1998.  David E. Jordan
("Jordan")  was a  consultant  to the  Company.  On May 15,  1997,  the Board of
Directors considered a resolution engaging Jordan for his services. At that time
the Company  discussed a  compensation  of $15,000 per month plus 100,000 shares
(restated to reflect the 1 for 10 reverse split  effective  February 2, 1998) of
the  Company's  Common  Stock.  A Consulting  Agreement  was never  consummated.
Despite  the  fact  that  no  agreement  was  consummated,   stock  certificates
evidencing  100,000  shares  of the  Company's  Common  Stock  were  issued  and
delivered  to Jordan on June 6, 1997.  On or about June 17,  1997,  the  Company
cancelled  the 100,000  shares  issued and  delivered to Jordan.  In April 1997,
prior to the  issuance  date of the 100,000  shares,  Jordan  marketed  and sold
portions  of these  shares.  Jordan  also  presented  himself as an agent of the
Company in the sale of these  shares  when,  indeed,  he had never  received the
authority  to do so. This case was settled and  dismissed by a Court Order dated
April 17, 2000. Harvard issued 125,000 shares to David Jordan.

                                       24
<PAGE>

                     NOTES TO THE FINANCIAL STATEMENTS Based
       on Audited Financial Statements at December 31, 2000, 1998 and 1999

         Pyramid  Laboratories vs. Harvard  Scientific  Corp.,Case No. 811584 in
the Superior Court of the State of California, County of Orange, Central Justice
Center:  Pyramid  Laboratories is seeking  approximately  $128,000.00 in damages
from  Harvard  for  services  allegedly  provided  to  Harvard.  This amount was
disputed by Harvard  asserting that there should be an offset of this amount due
to actions of Pyramid  Laboratories.  By agreement  dated  August 27, 2000,  the
company  agreed to pay $133,100 and issued  33,725 shares of stock on this claim
with the debt accruing  interest at the rate of 10% per annum  beginning June 1,
2000. (See Note 5)

         Medhat Gorgy vs. Harvard  Scientific  Corp., Case No. CV99-04662 in the
Second  Judicial  District  Court of Washoe  County,  Nevada.  Medhat  Gorgy,  a
principal  of Pyramid  Laboratories,  has filed suit  against  Harvard  claiming
damages for  services  alledgedly  provided to  Harvard.  The amount  sought was
disputed by Harvard.  The Company  sought an offset of the amount due to actions
of Medhat Gorgy and seeks damages  against Medhat Gorgy in a  counterclaim.  The
Company sought damages against Pyramid  Laboratory as a third party defendant to
this action.  By agreement  dated  August 27,  2000,  the company  agreed to pay
$165,000 and issued 70,000 shares of the stock of the Company on this claim with
the debt accruing  interest at the rate of 10% per annum beginning June 1, 2000.
(See Note 5)

NOTE 12 - SUBSEQUENT EVENTS

         Harvard    Scientific   Corp.   v.   Thomas   E.   Waite,    Case   No.
CV-N-99-00245-ECR,  was filed on April 30,  1999 in the United  States  District
Court for the District of Nevada, Reno. The complaint alleges breach of contract
of fiduciary duty and unjust  enrichment  claims in connection  with former CEO,
President and Director,  Thomas E. Waite's  non-payment of a promissory note due
to the Company on March 31, 1999 in the amount of  $2,492,098.61.  The complaint
also alleges a claim under section 16(b) of the Securities Exchange Act of 1934,
as amended,  in connection  with profits alleged to be over $700,000 on sales of
Company  stock in 1997.  An agreement  was reached on this action as of March 2,
2001, in which Waite return the stock issued to him to a designee of the Company
and his indebted to the Company was relieved.

         Hardesty, Ltd., vs. Harvard Scientific Corp. et al, Case No. CV99-05715
filed on October 22, 1999, in the Second Judicial District Court, Washoe County,
State of Nevada.  Hardesty,  Ltd.  Challenges  it rendered  legal  services  and
advanced costs for Defendant from December 1997 through  December 1998 in excess
of $10,000.  On or about March 14, 2001 the company accepted a settlement in the
amount of $ 38,855 to be paid from the assets of the Company.

         On March 19,2001, Harvard Scientific Corp. (the "Company") entered into
an Exchange  Agreement with the Stockholders of Four Starz Holdings,  Inc., Four
Starz Productions,  Inc., Gladiator Films, Inc., and LaPlaya Studios,  Inc., all
four of  which  are  Florida  corporations.  Under  the  terms  of the  Exchange
Agreement,  the Florida  corporations  obtained equity and management control of
the Company by exchanging all of the issued and outstanding shares of Four Starz
Holdings, Inc., Four Starz Productions, Inc., Gladiator Films, Inc., and LaPlaya
Studios, Inc., for 14,000,000 shares of the Company's common stock.

                                       25
<PAGE>

ITEM 8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE.

Daniel J. Forbush, independent certified public accountant, was appointed by the
Board of  Directors  of the  Company  on March  1,2001  to audit  the  financial
statements  of the  Company for the year ended  December  31,  2000,  dismissing
Ronald D. Simpkins,  who had audited the Company's financial  statements for the
year's ended December 31, 1999 and 1998. Mr. Simpkin's  reports on the financial
statements for those years  contains a statement  that the financial  statements
have been presented  assuming that the Company will continue as a going concern,
and references a Note to the financial  statements  that states that the Company
has suffered  recurring  losses from  operations that raises  substantial  doubt
about its  ability to continue  as a going  concern and further  states that the
financial  statements do not include any adjustments  that might result from the
outcome  of this  uncertainty.  The  report  of Mr.  Forbush  on the year  ended
December 31, 2000 contains a similar statement. There were no disagreements with
Mr.  Simpkins on any matter of accounting  principles  or  practices,  financial
statement disclosure, or auditing scope or procedure,  which, if not resolved to
Mr.  Simpkin's  satisfaction,  would have caused him to make  reference  to make
reference to the subject matter of the  disagreement(s)  in connection  with his
reports.

PART III

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

During the year 2000 up through April 2001, the directors and executive officers
of the Company,  their ages,  positions and offices in the Company, the dates of
their initial election or appointment as director or executive officer,  and the
expiration of the terms as directors were as follows:
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                                                                                             Period Served
                                                                                             as Director
Name                              Age              Position (1)                              or Executive Officer
---------------------------------------------------------------------------------------------------------------------------
<S>                               <C>              <C>                                       <C>
Curtis A. Orgill                  49               Director, Treasurer, and                  Officer since
                                                   Chief Financial Officer                   12/12/97 - 3/19/2001; Director
                                                      (2) (3)                                2/10/98resigned 3/19/2001
---------------------------------------------------------------------------------------------------------------------------
Daniel De Liege                   34               President, Chief Operating Officer        Since 3/19/2001
                                                   Director
---------------------------------------------------------------------------------------------------------------------------
Abraham M. Daniels                53               Chief  Executive Officer,                 Since 3/19/2001
                                                   Chairman of the Board (5)
---------------------------------------------------------------------------------------------------------------------------
Alexander H. Walker, Jr.          74               Director and Chairman of                  Since 1/13/2000
                                                   the Board                                 Resigned 3/19/01
---------------------------------------------------------------------------------------------------------------------------
Stuart  V. Brame                  53               Director, President, and                  Since 1/13/2000 -
                                                   Chief Executive Officer                   3/19/2001
                                                   (2) (3)(4)                                Resigned 3/19/01
---------------------------------------------------------------------------------------------------------------------------
Gordon W. Cole                    63               Director (3)                              Since March 3, 1999 -
                                                                                             Resigned 3/19/2001
---------------------------------------------------------------------------------------------------------------------------
Bruno Trimpoli                    58               Director                                  Since March 19, 2001
---------------------------------------------------------------------------------------------------------------------------
Angelo Manarino                   70               Director                                  Since March 19, 2001
---------------------------------------------------------------------------------------------------------------------------
Ira Ashwall                       50               Director                                  Since March 19, 2001
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  The Company's  directors are elected at the annual meeting of  stockholders
     and hold office until their  successors  are elected and qualified or until
     the director resigns.  The Company's officers are appointed annually and as
     needed by the Board of Directors and serve at the pleasure of the Board.

(2)  These Directors were members of the Compensation  Committee.  Mr. Orgill is
     Chairman of this committee.

(3)  These Directors were members on the Audit Committee. Mr. Orgill is Chairman
     of this committee.

(4)  These Directors were members of the Company's Executive Committee.

Business Experience:

Curtis A. Orgill, CPA, was 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

                                       26
<PAGE>

American  Institute  of  Certified  Public  Accountants,  the Nevada  Society of
Certified  Public  Accountants  and the Utah  Association  of  Certified  Public
Accountants.

Gordon W. Cole was a Director  of the  Company  and has been such since March 3,
1999. Mr. Cole is currently  working for Bartig,  Basler and Ray as a Consultant
and accountant. The prior 20 years, Mr. Cole was self-employed as an accountant,
a tax preparer  and  consultant.  Additional  professional  experience  included
positions as Controller with Montgomery  Ward, Cook United (discount store chain
based  in  Cleveland,  Ohio),  and a  major  national  geotechnical  firm.  This
experience  is  augmented  by 5 years as a  programmer  analyst  with Ticor,  an
aerospace  contractor in Southern California.  Additional  experience was gained
with his 2 1/2  years  at a  national  CPA  firm  and over 2 years in the  trust
department at Wells Fargo Bank.  Mr. Cole received a BS degree at the University
of California, Berkeley, and an MBA at the University of Southern California. He
has had  extensive  training  in  programming  and  systems  analysis at the IBM
Institute, in both San Francisco and Los Angeles, California.

Alexander H. Walker, Jr. was Chairman of the Board and a Director of the Company
as of January 13,  2000.  Mr.  Walker has been a  practicing  since 1956 with an
emphasis on trial and  transactional  work in the area of corporate  securities.
From 1955 to 1956,  he served  as the  Attorney  in Charge of the Salt Lake City
branch office of the SEC.  Prior to that he served as the advising  attorney for
the SEC division of  corporate  finance in  Washington,  D.C. He maintains a law
office in Salt Lake City and is a member of the state bars of  Pennsylvania  and
Utah. He is an owner of Nevada Agency and Trust Company and serves as a Director
on other public and private companies from time to time.

Stuart V. Brame was Chief  Executive  Officer,  President  and  Director  of the
Company as of January 13, 2000 until March 19,  2001.  Mr. Brame is from British
Columbia,  Canada  hand has  extensive  experience  in the  areas  of  corporate
development and financial restructuring. He has served as a Director and Officer
of both private and public  companies and was  instrumental in raising money for
the purpose of advancing  those  companies  and advising  them on all aspects of
their future growth. Mr. Brame has developed international private and corporate
networks which can assist the Company in its long term positioning.

Abraham M.  Daniels is Chief  Executive  Officer and Chairman of the Board since
March 19, 2001.  Mr.  Daniels has  successfully  raised  millions of dollars for
various companies,  projects and entities for the past 20 years. Specializing in
mezzanine  financing in the late eighties and early  nineties,  Mr.  Daniels has
brought more than one hundred  million dollars in capital to various private and
public  companies.  Mr. Daniels  attended C.W. Post College and division of Long
Island University and holds a bachelors degree in Business  Administration  from
Ft.  Lauderdale  University.  Mr.  Daniels has owned several  private  companies
including Lewis Marlowe  Commodities  commodities trading company located in New
York.  On April 29,  1997 in the Circuit  Court of Dade  County Mr.  Daniels was
convicted  of a third  degree  felony for the charge of unlawful  acts by a loan
broker  and was  sentenced  to 364 days of which Mr.  Daniels  served 285 and is
currently on probation until 2017 or until full restitution has been paid.

Daniel De Liege is  President,  Chief  Operating  Officer  and  Director  of the
Company. Mr. De Liege is President of Four Starz Productions, Inc

Mr. De Liege attended Palm Beach Community College in Palm Beach,  Florida.  Mr.
De Liege was  president of 24/Seven  Entertainment  a Florida  Corporation  that
produced special events and music concerts.

Mr. De Liege  also  produced  created  and  produced  several  cable  television
specials for Tricom  Pictures.  Before coming to Four Starz,  Mr. De Liege was a
producer for Prelude Pictures.

                                       27
<PAGE>

ITEM 10.  EXECUTIVE COMPENSATION.

          The following table sets forth information about  compensation paid or
          accrued by the Company during the year ending December 31, 2000
<TABLE>
<CAPTION>
Summary Compensation Table

-------------------------------------------------------------------------------------------------
Name and                                                                          Other
Principal Position      Year   Salary/Consulting/Director Fees        Bonus       Compensation
-------------------------------------------------------------------------------------------------
                                   (a)        (b) STOCK   (a) +  (b)
                                   CASH       GRANTS (1)    TOTAL
-------------------------------------------------------------------------------------------------
<S>                     <C>     <C>        <C>           <C>            <C>         <C>
Jackie R. See (2)       2000    None       None          None           None        None
Was a Director          1999    None       None          None           None        None
                        1998    $138,462   $3,753,161    $138,462       None        None
-------------------------------------------------------------------------------------------------
Ian Hicks (3)           2000    None       None          None           None        None
Was  CEO,  President &  1999    None       None          None           None        None
Director                1998    None       $10,281       $10,281        None        None
-------------------------------------------------------------------------------------------------
Don Steffens (4)        2000    None       None          None           None        None
Was  CEO,  President &  1999    None       None          None           None        None
Director                1998    None       $46,677       $46,677        None        None
-------------------------------------------------------------------------------------------------
Alexander H.            2000    None       1,000,000     1,000,000      None        None
Walker(5)               1999    None       None          None           None        None
Chairman of the Board & 1998    None       $47,000       $47,000        None        None
and Director
-------------------------------------------------------------------------------------------------
Curtis A. Orgill (8)    2000    None       None          None           None        None
                        1999    None       None          None           None        None
                        1998    $110,770   $345,000      $455,770       None        None
-------------------------------------------------------------------------------------------------
</TABLE>

(1)  The  transfer of shares  issued to  directors  and  officers is  restricted
     pursuant to applicable  securities laws,  although some recipients may have
     registration  rights in respect of their  shares.  The dollar  value of all
     share grants  reflected in this Summary  Compensation  Table as of the date
     involved  are  calculated  in  accordance  with  item  402(b)(2)(iv)(A)  of
     Regulation  S-B, which requires the dollar value of any award of restricted
     stock to be  calculated  by  multiplying  the closing  market  price of the
     registrant's  unrestricted  stock on the date of  grant  by the  number  of
     shares awarded, even if that amount could not than be realized.

(2)  The Company  entered into two  agreements on March 19, 1997, and on May 15,
     1997,  with Alexander H. Walker,  Jr.  ("Walker"),  currently the Company's
     Chairman  of the Board and a Director.


(3)  Curtis A. Orgill became  Treasurer and Chief Financial  Officer on December
     12, 1997. On February 10, 1998 Mr. Orgill became a Director and Chairman of
     the Compensation Committee and the Audit Committee. On January 26,1998, Mr.
     Orgill was issued 50,000 shares  (restricted) of the Company's Common Stock
     to induce  him to work for the  issuer and  provide  an  incentive  for his
     successful  performance.  . The  dollar  value of such  stock  based on the
     closing  price on the date of issue was  $345,000.  Mr. Orgill had a 1-year
     contract with the Company effective  November 17, 1997 authorizing a salary
     of $10,000 per month.  This contract was renewed on November 17, 1998 for 1
     year.  Prior to November  17, 1997,  Mr.  Orgill was not an employee of the
     Company nor was he affiliated in any way with the Company.

                                       28
<PAGE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

All shares  included in the  following  table and in this  section  reflect sets
forth information concerning ownership of the Company's Common Stock by (i) each
Director and Executive  Officer of the Company,  (ii) all Directors and Officers
as a group and (iii) each person known to the Company to be the beneficial owner
of more than 5% of the Company's Common Stock as of December 31, 1999:
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
                                                                                    Percentage of
                                                           Amount and               Outstanding Shares
                       Name and Address                    Nature of Beneficial     of Common Stock
    Title of Class     of Beneficial Owner                 Ownership (1)            as of 4/12/01(1)
----------------------------------------------------------------------------------------------------------
<S>                    <C>                                   <C>                       <C>
    Common Stock       Daniel De Liege                       7,000,000                 24%
                       13899 Biscayne Blvd.
                       Suite 400
                       North Miami Beach, FL 33181
----------------------------------------------------------------------------------------------------------
    Common Stock       Abraham M. Daniels                    7,000,000                 24%
                       13899 Biscayne Blvd.
                       Suite 400
                       North Miami Beach, FL 33181
----------------------------------------------------------------------------------------------------------
    Common Stock       Curtis Orgill (6)                      50,000                   <1%
                       1325 Airmotive Way
                       Suite 125
                       Reno, NV 89502
----------------------------------------------------------------------------------------------------------
</TABLE>

(1)      The  percentage  calculation  for each  person or group,  reflects  the
         addition to the number of shares  beneficially  owned by such person or
         group and to the  aggregate  outstanding  shares,  the number of shares
         that the person or group  involved  has the right to acquire  within 60
         days.
(2)      Mr.  Orgill was  appointed  Treasurer  and Chief  Financial  Officer on
         December 12, 1997. On February 10, 1998,  Mr. Orgill was appointed as a
         Director to the Company and resigned on March 19, 2001.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.


During  1999,  the Company  issued no shares of Common Stock to current or prior
Officers and Directors of the Company, relatives of those Officers and Directors
and other related parties.

The Company may continue the practice of issuing  shares of Common Stock in lieu
of cash payment in the future if it determines that such issuance is in the best
interests of the Company and is consistent with the Company's other agreements.

The  foregoing  arrangements  and  relationships  may give rise to  conflicts of
interest with respect to future  interpretation  of the  agreements  between the
Company and its  affiliates  or with respect to future  transaction  between the
Company and its affiliates.  There can be no assurance those future transactions
between the Company and any affiliates will be advantageous to the Company.

                                       29
<PAGE>

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

The following exhibits are filed herewith:

Number   Description
------   -----------
3.1      Articles of  Incorporation  of Registrant,  including all amendments to
         April 30, 1996. *
3.2      Amendment to Articles of Incorporation of Registrant,  amended June 18,
         1996***
3.3      Amendment to Articles of Incorporation  of Registrant,  amended July 9,
         1996 ***
3.4      Amendment to Articles of Incorporation of Registrant,  amended July 13,
         1998 ***
3.5      Certificate  of  Change in  Number  of  Authorized  Shares of Class and
         Series, filed February 2, 1998 ***
3.6      By-Laws of Registrant, as amended to date. *
10.1     Consulting Agreement,  dated April 19, 1996, between the Registrant and
         Dr. Jackie R. See.**
10.1a    Financing Agreement,  dated January 13, 1998 between the Registrant and
         Dr. Jackie R. See and Thomas E. Waite.****
10.5     Amendment to  Financing  Agreement  dated  February 3, 1998 between the
         Registrant and Dr. Jackie R. See and Thomas E.
         Waite.****
10.6     H.D.  Brous Opinion as to Financing  Agreement  dated  February 5, 1998
         between Dr. Jackie R. See and Thomas E. Waite. *****
10.7     Assignment of Patent Application No. 08/573408,  filed 12/15/95, for an
         invention  entitled  PGE1  Containing  Lyophilized  Liposomes  for  the
         Treatment of Erectile Dysfunction.**
10.12    Consulting  Agreement,  dated June 10, 1998, between the Registrant and
         Medhat Gorgy. ***

================================================================================
    *    Incorporated by reference from the Registrant's  Registration Statement
         on Form 10-SB filed on April 30, 1996.

   **    Incorporated by reference from the Registrant's  Registration Statement
         on Form SB-2,  filed on April 21, 1997, and Amendments Nos. 1, 2, 3 and
         4 thereto, which became effective on August 14, 1997.

  ***    Incorporated by reference from the Registrants  Registration  Statement
         on Form SB2 filed on July 20, 1998.

 ****    Incorporated by reference to Form 8-K filed on January 26, 1998.

*****    Incorporated by reference to Schedule 14A (Proxy Statement Information)
         filed on May 22, 1998, definitive on June 5,1998.

                                       30
<PAGE>

                                   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/ Abraham M. Daniels
                         ----------------------
                             Abraham M. Daniels, Chairman of the Board


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

/s/ Daniel De Liege        President, Chief Operating             April 15, 2001
-------------------        Officer, Chief Financial Officer
    Daniel De Liege        And Director





/s/ Abraham M. Daniels       Chief Executive Officer &            April 14, 2001
----------------------       Chairman of the Board
    Abraham M. Daniels

                                       31
<PAGE>