<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C., 20549

                                  FORM 10-QSB/A

  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

                    For the quarter ended September 30, 1997

                         Commission File Number 0-28392

                             HARVARD SCIENTIFIC CORP
                             -----------------------
             (Exact name of registrant as specified in its charter)

             Nevada                                  88-0226455
----------------------------------------------------------------------------
(State or other jurisdiction of         (IRS Employer Identification Number)
       incorporation)

       100 North Arlington Avenue, Suite 23P, Reno, Nevada        89501
----------------------------------------------------------------------------
            (Address of principal executive offices)            (Zip Code) 

      Registrant's Telephone number, including area code:  (702) 786-9005

         Securities registered pursuant to Section 12(b) of the Act:

                    Common Stock, Par Value $0.001 Per Share
                    ----------------------------------------
                                (Title of Class)

Check whether the issuer (1) 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 day.

(1)  Yes  _____   No  __X___  (2) Yes _____  No ___X___

Indicate the number of shares outstanding of each of the Issuer's classes of 
Common Equity, as of the latest practicable date:

     Common Stock, Par                 
  Value $0.001 Per Share                          20,219,755
  ----------------------                          ----------
     (TITLE OF CLASS)                    (NUMBER OF SHARES OUTSTANDING 
                                             on November 13, 1997)



<PAGE>

                 Amendment to Form 10-QSB for the quarter ended
                 ----------------------------------------------
                               September 30, 1997
                               ------------------

Part I

Item No. 1.  FINANCIAL STATEMENTS


FOOTNOTE NO. 9. - AGREEMENTS, AMENDED THE FIRST PARAGRAPH, ADDED THE SECOND
PARAGRAPH.

     In footnote No. 9, the first paragraph is hereby amended and the second
paragraph is added to reflect the revised disclosure for contracts entered into
relating to the manufacture, marketing, and distribution of the PGE-1 product
overseas.

FOOTNOTE NO. 13 - SUBSEQUENT EVENTS, ADDED THE LAST PARAGRAPH. (NO. SIX).

     In footnote No. 13, the Company added a paragraph (No. six) to be dated
through the date of this amendment, to reflect the status of a specific 
agreement entered into with a European Licensor.

<PAGE>


                          HARVARD SCIENTIFIC CORP.

                                    INDEX


Balance Sheet - Assets

Balance Sheet - Liabilities and Stockholders' Equity

Statement of Operations

Statement of Stockholders' Equity (3 pages)

Statement of Cash Flows

Notes to the Financial Statements (7 pages)

Management's Discussion and Analysis or Plan of Operation  

Other Information (including Report on Form 8-K)

Signatures




<PAGE>

                           HARVARD SCIENTIFIC CORP. 
                        (A DEVELOPMENT STAGE COMPANY)

                               BALANCE SHEETS  

                                    ASSETS
                                
                                
                                                 September 30,   December 31,
                                                     1997           1996  
                                                  (Unaudited)     (Audited) 
                                                  -----------    -----------
                                
Current Assets:                                
    Cash and cash equivalents                     $1,619,339     $      -
    Prepaid  expenses                                    -            1,565 
    Accounts Receivable                                  700            -
    Deferred debt issue costs (Note 11)              312,500            -
                                                  -----------    -----------
        Total Current Assets                       1,932,539          1,565 
                                                  -----------    -----------

Equipment and Leasehold Improvements:                                
    at cost, less accumulated depreciation of                            
    $8,891 at September 30, 1997 and $3,491 at                             
    December 31, 1996 (Note 3)                        53,336          5,925 
                                                  -----------    -----------

Intangible Assets:                                
    Intellectual Property, net of accumulated 
      amortization of $1,550 at September 30, 
      1997 and $1,048 at December 31, 1996 
      (Notes 4)                                        7,445          7,948 
    Organizational cost, net of accumulated 
      amortization of $130,257 at September 30, 
      1997 and $105,760 at December 31, 1996 
      (Note 7)                                        45,293         69,789 
                                                  -----------    -----------
                                                      52,738         77,737 
                                                  -----------    -----------

Other Assets:                                
    Deposits                                           6,000            300 

        TOTAL ASSETS                              $2,044,613     $   85,527 
                                                  ===========    ===========

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


<PAGE>

                           HARVARD SCIENTIFIC CORP.                    
                        (A DEVELOPMENT STAGE COMPANY)        

                           BALANCE SHEETS (CONTINUED)            

                   LIABILITIES AND STOCKHOLDERS' EQUITY               
                    
                    
                                                 September 30,   December 31,
                                                     1997            1996
                                                  (Unaudited)     (Audited)
                                                  -----------    -----------
                    
Current Liabilities:                    
    Accounts payable                              $   14,211     $   36,625 
    Accrued expenses (Note 5)                        188,781         20,329 
    Bank overdraft                                       -              134 
    Obligation under capital lease - current           3,748            -   
    Due to related parties                           183,535         190,860 
    Note payable to related parties 
      (Notes 6 and 7)                                    -            37,275 
    Debentures payable - Convertible (Note 11)     3,750,000             -  
    Note payable - Convertible (Note 6)              125,000         250,000 
                                                  -----------    -----------
                    
        Total Current Liabilities                  4,265,275         535,223 
                                                  -----------    -----------
                    
Long-Term Liabilities:                    
    Obligation under capital lease - non-current      23,295             -  
                                                  -----------    -----------
Stockholders' Equity:                    
    Common Stock, $.001 par value; 
        100,000,000 shares authorized; 
        19,615,454 and 9,883,129 shares issued 
        and outstanding at September 30, 1997            
        and December 31, 1996, respectively.          19,615          9,883 
    Additional paid-in capital                     5,989,390      2,706,207 
    Deficit accumulated during the 
        development stage                         (8,252,962)    (3,165,786)
                                                  -----------    -----------
                    
       Total Stockholders' Equity                 (2,243,957)      (449,696)
                                                  -----------    -----------
                    
       TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $2,044,613        $85,527 
                                                  ===========    ===========

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



<PAGE>
<TABLE>

                                       HARVARD SCIENTIFIC CORP.
                                    (A DEVELOPMENT STAGE COMPANY) 
                                       STATEMENTS OF OPERATIONS
                                                            
                                                            
<CAPTION>
                                                                                           
                                   Three Months Ended        Nine Months Ended           1/13/87 
                               --------------------------  --------------------------  (Inception)
                               September 30  September 30  September 30  September 30      to 
                                  1997            1996        1997          1996         9/30/97
                               (Unaudited)     (Audited)   (Unaudited)    (Audited)    (Unaudited) 
                               ------------  ------------  ------------  ------------  ------------
<S>                            <C>           <C>           <C>           <C>           <C>
Net Sales                      $       -     $   154,041   $       -     $   181,000   $   187,387 
Cost of Sales                          -         131,195           -         216,870       221,557 
                               ------------  ------------  ------------  ------------  ------------
     Gross Profit                      -          22,846           -         (35,870)      (34,170)
                               ------------  ------------  ------------  ------------  ------------
                                                            
Operating Expenses:                                                        
  General and administrative 
    expenses                      (732,310)      923,333     1,966,508     1,210,481     4,007,378 
  Research and development 
    (Note 7)                       701,185        28,419       894,401        66,948     1,323,285 
  Depreciation and amortization    152,573        20,712       342,899        30,959       463,533 
                               ------------  ------------  ------------  ------------  ------------
     Total Operating Expenses      121,449       972,463     3,203,809     1,308,387     5,794,197 
                               ------------  ------------  ------------  ------------  ------------
     Loss from Operations         (121,449)     (949,617)   (3,203,809)   (1,344,257)   (5,828,367)
                               ------------  ------------  ------------  ------------  ------------
Other Income (Expense):                                                        
  Settlements (Note 10)            (10,000)       (3,696)      (10,000)       (3,696)     (504,813)
  Interest Income                       26           -             217           -             614 
  Dividend Income                   19,523           -          37,711           -          37,711 
  Interest Expense                 (68,175)     (508,710)   (1,411,296)     (510,322)   (1,933,608)
  Loss on disposition of 
    marketable securities              -             -             -             -         (24,500)
                               ------------  ------------  ------------  ------------  ------------
     Total Other Income 
       and Expense                 (58,626)     (512,405)   (1,383,368)     (514,017)   (2,424,596)
                               ------------  ------------  ------------  ------------  ------------
Net Loss                       $  (180,075)  $(1,462,022)  $(4,587,177)  $(1,858,274)  $(8,252,963)
                               ============  ============  ============  ============  ============
Loss per Common Share          $     (0.01)  $     (0.16)  $     (0.33)  $     (0.21)  $     (4.32)
                               ============  ============  ============  ============  ============
Weighted Average Shares 
    Outstanding (Note 2)        19,041,019     9,133,397    14,108,388     8,941,734     1,911,813 
                               ============  ============  ============  ============  ============

    The accompanying Notes are an integral part of these financial statements. 
</TABLE>


<PAGE>
<TABLE>

                                      HARVARD SCIENTIFIC CORP. 
                                    (A DEVELOPMENT STAGE COMPANY)      
                                            
                                 STATEMENTS OF STOCKHOLDERS' EQUITY
                     FOR THE PERIOD FROM JANUARY 13, 1987 (DATE OF INCEPTION)
                                 TO SEPTEMBER 30, 1997 (UNAUDITED) 
                                            
<CAPTION>
                                
                                            Restated                        Deficit
                                          Common Stock        Additional      From
                                    ------------------------    Paid-in    Inception
                                     Shares        Amount       Capital     To Date        Total
                                    -----------  -----------  -----------  -----------  -----------
<S>                                 <C>          <C>          <C>          <C>          <C>
                                            
Issuance of shares for cash on     
   January 13, 1987 (inception)        103,000   $      103   $    2,097   $      -     $    2,200 

Issuance of shares for cash,                                             
   net of offering costs                51,000           51       19,223                    19,274 
                                            
Issuance of shares for services        146,000          146          -                         146 

Issuance of shares to acquire                                            
   Grant City Corporation               50,000           50       39,827                    39,877 

BALANCE DECEMBER 31, 1993              350,000          350       61,147          -         61,497 

Issuance of shares to effect a                                             
   four-for-one split                1,050,000        1,050       (1,050)                      - 

Issuance of shares for                                             
   intellectual property rights      4,196,000        4,196          -                       4,196 

Issuance of shares for                                             
   corporation property rights         394,000          394       24,231                    24,625 

Issuance of shares for fees                                            
   and services                      1,045,000        1,045       96,893                    97,938 

Issuance of shares for cash,                                            
   net of offering costs               393,500          393      353,757                   354,150 

Adjustment of shares to effect a                                            
   four-for-one reverse split       (5,571,375)      (5,571)       5,571                       - 

Cumulative (loss) from inception                                            
   to December 31, 1994                    -            -            -       (550,386)    (550,386)
                                    -----------  -----------  -----------  -----------  -----------
BALANCE DECEMBER 31, 1994            1,857,125   $    1,857   $  540,549   $ (550,386)  $   (7,980)

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

<PAGE>
<CAPTION>
                                                                          
                                            Restated                        Deficit
                                          Common Stock        Additional      From
                                    ------------------------    Paid-in    Inception
                                     Shares        Amount       Capital     To Date        Total
                                    -----------  -----------  -----------  -----------  -----------
<S>                                 <C>          <C>          <C>          <C>          <C>
                                            
DECEMBER 31, 1994 BALANCE FORWARD    1,857,125   $    1,857   $  540,549   $ (550,386)  $   (7,980)

Issuance of shares for fees                                            
   and services                        553,500          553      530,796                   531,349 

Issuance of shares at par value for                                            
   intellectual property rights      6,138,500        6,139          -                       6,139

Issuance of shares for cash,                                             
   net of offering costs               200,000          200      831,100                   831,300

Net (loss) for the year ended                                            
   December 31, 1995                       -            -            -       (676,455)    (676,455)
                                    -----------  -----------  -----------  -----------  -----------
BALANCE DECEMBER 31, 1995            8,749,125        8,749    1,902,445   (1,226,841)     684,353

Issuance of shares for services        255,000          255       59,828                    60,083

Issuance of shares in conversion 
   of debt                             310,254          310      249,690                   250,000

Issuance of shares for legal 
   settlement                          568,750          569      494,244                   494,813

Discount on 7% Convertible Debentures      -            -        500,000                   500,000

Net (loss) for the year ended                                            
   December 31, 1996                       -            -            -     (2,438,945)  (2,438,945)
                                    -----------  -----------  -----------  -----------  -----------
BALANCE DECEMBER 31, 1996            9,883,129        9,883    3,206,207   (3,665,786)    (449,696)

Issuance of shares for cash,                                             
   net of offering costs               250,000          250      124,750                   125,000

Issuance of shares for fees                                            
   and services                      1,270,000        1,270          -                       1,270 

Discount on 6% Convertible Debentures      -            -      1,250,000                 1,250,000

Net (loss) for the Quarter ended 
   March 31,1997                           -            -            -     (3,140,868)  (3,140,868)
                                    -----------  -----------  -----------  -----------  -----------
BALANCE MARCH 31, 1997              11,403,129   $   11,403   $4,580,957  $(6,806,654) $(2,214,294)

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

<PAGE>

<CAPTION>
                                                                          
                                            Restated                        Deficit
                                          Common Stock        Additional      From
                                    ------------------------    Paid-in    Inception
                                     Shares        Amount       Capital     To Date        Total
                                    -----------  -----------  -----------  -----------  -----------
<S>                                 <C>          <C>          <C>          <C>          <C>
MARCH 31, 1997 BALANCE FORWARD      11,403,129   $   11,403   $4,580,957  $(6,806,654) $(2,214,294)

Issuance of shares for fees and 
   services                          6,172,000        6,172          -                       6,172

Issuance of shares in conversion 
   of debt                             450,000          450      133,300                   133,750

Net (loss) for the Quarter ended                                            
   June 31, 1997                           -            -            -     (1,266,233)  (1,266,233)
                                    -----------  -----------  -----------  -----------  -----------
BALANCE JUNE 30, 1997               18,025,129   $   18,025   $4,714,257  $(8,072,887) $(3,340,605)

Issuance of shares in conversion 
   of debt                           1,446,325        1,446    1,275,133                 1,276,579

Issuance of shares for fees 
   and services                        144,000          144          -                         144

Net (loss) for the Quarter ended                                            
   September 30, 1997                      -            -            -       (180,075)    (180,075)
                                    -----------  -----------  -----------  -----------  -----------
BALANCE SEPTEMBER 30, 1997          19,615,454   $   19,615   $5,989,390  $(8,252,962) $(2,243,957)
                                    ===========  ===========  ===========  ===========  ===========

The accompanying Notes are an integral part of these financial statements.
                                            
</TABLE>

<PAGE>
<TABLE>

                                       HARVARD SCIENTIFIC CORP.
                                     (A DEVELOPMENT STAGE COMPANY) 

                                       STATEMENTS OF CASH FLOWS
<CAPTION>
                             
                                                                 Nine Months            1/13/87
                                                             Ended September 30        (Inception)
                                                           --------------------------      to
                                                              1997          1996         9/30/97
                                                           (Unaudited)   (Unaudited)   (Unaudited)
                                                           ------------  ------------  ------------
<S>                                                        <C>           <C>           <C>
Reconciliation of Net Loss to Net Cash                                            
    Used in Operating Activities:                                        
                                            
Net Loss                                                   $(4,587,177)  $(1,858,274)  $(8,252,963)
                                                           ------------  ------------  ------------
                                            
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 marketable securities                   -             -          24,500
    Depreciation and amortization                              342,899        30,960       453,198 
    Issuance of stock for director's fees                                        
         and services                                            7,586       265,000       697,107 
    Issuance of stock for Property Rights                          -             -          50,337 
    Issuance of stock in legal settlement                          -             -         494,813 
    Discount on Convertible Debentures                       1,250,000       500,000     1,750,000 
    Interest Expense converted to Stock                         35,329           -          35,329 
    (Increase) decrease in assets:                                        
        Prepaid expenses                                         1,565       286,862             0 
        Deposits                                                (5,700)          -          (6,000) 
        Other Assets                                              (700)          -            (700)
    Increase (decrease) in liabilities:                                      (56,647)        
        Accounts payable                                       (22,414)      (72,334)       14,210 
        Accrued expenses                                       168,452       (24,429)      188,780 
        Due to related parties                                  (7,325)     (236,574)      183,535 
                                                           ------------  ------------  ------------
          Total Adjustments                                  1,769,692       692,838     3,891,592
                                                           ------------  ------------  ------------
Net Cash Used in Operating Activities                      $(2,817,485)  $(1,165,437)  $(4,361,371)
                                                           ============  ============  ============

Cash Flows from Investing Activities:                                            
    Cash from sale (purchase) of equipment                     (52,810)       (7,399)      (77,707)
    Capitalized organization costs                                 -             -        (175,550) 
                                                           ------------  ------------  ------------
        Net Cash Used in Investing Activities                  (52,810)       (7,399)     (253,257)
                                                           ------------  ------------  ------------

Cash Flows from Financing Activities:                                            
    Proceeds from issuance of capital stock,                                        
        net of offering costs                                  125,000           -       1,331,924 
    Proceeds from debt converted to capital stock                  -         500,000       250,000 
    Proceeds from debt, net of costs                            27,043                     442,487 
    Proceeds from debentures, net of costs                   4,375,000           -       4,375,000 
    Principal payments on debt                                 (37,275)      (30,400)     (165,444) 
                                                           ------------  ------------  ------------
        Net Cash Provided by Financing                                    
            Activities                                       4,489,768       469,600     6,233,967 
                                                           ------------  ------------  ------------
Net Increase (Decrease) in Cash                              1,619,473      (703,235)    1,619,339 

Cash at beginning of period                                       (134)      799,466           -   
                                                           ------------  ------------  ------------
Cash at end of period                                      $ 1,619,339   $    96,231   $ 1,619,339 
                                                           ============  ============  ============

The accompanying Notes are an integral part of these financial statements. 
</TABLE>



<PAGE>

                          HARVARD SCIENTIFIC CORP
                        (A DEVELOPMENT STAGE COMPANY)

                      NOTES TO THE FINANCIAL STATEMENTS
        Based on Unaudited Financial Statements at September 30, 1997
            and Audited Financial Statements at December 31, 1996


NOTE 1 - NATURE OF BUSINESS AND ORGANIZATION

NATURE OF BUSINESS:
Harvard Scientific Corp. (the "Company") is a development stage company.  
The Company's primary business operations consist of development, 
commercialization, marketing, and distribution of products relating to 
prostaglandin/microsphere delivery and the manner in which the product is 
applied in treating male sexual dysfunction.  The Company has preliminary 
data available, indicating the possible benefits of such a therapy.

On February 13, 1996, the Company received an assignment of an application 
for a patent entitled "PGE-1 Containing Lyophilized Liposomes For Use In The 
Treatment of Erectile Dysfunction" and identified as United States 
Application No. 08/573,408 ("PGE-1").  The assignment was made by the holder 
of the application, Bio-Sphere Technology, Inc. ("BTI"), the Company's 
majority shareholder.  The Company plans to focus on PGE-1 to bring the 
product to the marketplace.

ORGANIZATION:
The Company was incorporated under the laws of the State of Nevada on 
January 13, 1987, under the name of Witch Doctors Bones, Inc.  On August 12, 
1987, the Company qualified a public offering under Rule 504 of Regulation D 
of the Securities Act of 1933, as amended, with the Secretary of State of 
Nevada.  On June 17, 1988, the Company changed its name to Carey Ward, Inc.

On October 18, 1993, the Company acquired Grant City Corporation by merger, 
changed its name to Grant City Corporation, and issued 50,000 shares of 
stock carrying two classes of warrants.  Class A warrants entitled the 
holder to purchase stock at $8.00 per share and the Class B warrants 
entitled the holder to purchase stock for $10.00 per share.  The warrants 
could only be exercised if a registration statement was filed with the 
United States Securities and Exchange Commission ("SEC") pursuant to the 
Securities Act of 1933 as amended.  The warrants were redeemable by written 
notice of twenty (20) days at a redemption price of $.001 per warrant.  
During 1996, before the warrants could be exercised, the Company gave the 
required notice and redeemed both classes of warrants.

On January 18, 1994, the Company changed its name to The Male Edge, Inc.  On 
May 10, 1994, the Company changed its name to Harvard Scientific Corp.

The Company has 100,000,000 shares of common stock authorized with 
19,615,454 shares issued and outstanding as of September 30, 1997, and 
9,883,129 issued and outstanding on December 31, 1996.  BTI owned 
approximately 29% and 63% of the Company's shares on September 30, 1997 and 
on December 31, 1996, respectively, of which Jackie R. See M.D. is 
Director of the Company and a controlling person of all the shares of BTI.  


<PAGE>


                          HARVARD SCIENTIFIC CORP

                        (A DEVELOPMENT STAGE COMPANY)



                      NOTES TO THE FINANCIAL STATEMENTS

        Based on Unaudited Financial Statements at September 30, 1997
            and Audited Financial Statements at December 31, 1996


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATIONAL COSTS:
Organization costs are being amortized over a five-year period using the 
straight-line method.  Also see the discussion contained in Note 7.

EQUIPMENT:
Equipment is stated at cost.  Depreciation is incorporated on a double 
declining balance basis over periods of 5 to 7 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.  
See Note 3.

USE OF ESTIMATES:
In order to prepare the financial statements in conformity with generally 
accepted accounting principals, 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.  See Note 4.

EARNINGS PER SHARE: 
The earnings per share calculations were based on the weighted average 
number of shares outstanding during the period: 14,108,388 and 8,941,734 
shares for the nine months ending September 30, 1997 and September 30, 1996,   
19,041,019 and 9,133,397 shares for the three months ending September 30, 
1997 and September 30, 1996, and 1,911,813 shares outstanding from 
inception to September 30,1997. Fully dilutive earnings per share are not 
reflective because they are anti-dilutive.

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

NOTE 3 - EQUIPMENT & LEASEHOLD IMPROVEMENTS

Equipment and building improvements at September 30, 1997 and December 31, 
1996, consists of the following:


                                      September 30, 1997  December 31, 1996
                                          (unaudited)
                                      ------------------  ------------------
Equipment & Leasehold Improvements    $          62,227   $           9,416

Less: accumulated depreciation                    8,891               3,491 
                                      ------------------  ------------------
                                      $          53,336   $           5,925 
                                      ------------------  ------------------



During December 1996, the Company relocated to Reno, Nevada.  By relocating, 
the Company reduced its need for certain equipment and leasehold 
improvements.  The Company does not own manufacturing equipment for its 
product.  The product has been and will continue to be manufactured by 
third-party manufacturers according to the Company's specifications.


                                 2


<PAGE>


 
                           HARVARD SCIENTIFIC CORP
                        (A DEVELOPMENT STAGE COMPANY)

                      NOTES TO THE FINANCIAL STATEMENTS
        Based on Unaudited Financial Statements at September 30, 1997
            and Audited Financial Statements at December 31, 1996


NOTE 4 - INTELLECTUAL PROPERTIES

On January 7, 1994, the Company exchanged 2,856,000 shares of common stock 
with BTI for the intellectual rights to patent, develop, manufacture, and 
market PGE-1.  The Company recorded the transfer of intellectual properties 
at the par value of stock transferred, which amounted to $2,856.  BTI's 
largest shareholder, the originator of PGE-1, holds a 2% royalty interest in 
the Company's gross proceeds.

On November 16, 1995, the Company exchanged 6,138,500 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 PGE-1 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 335,000 shares 
of common stock, ceased product development in connection with a settlement 
accrued in 1995 (Note 10).

NOTE 5 - ACCRUED EXPENSES

Accrued expenses at September 30, 1997 and December 31, 1996 consist of the 
following:


                                      September 30, 1997  December 31, 1996
                                          (unaudited)
                                      ------------------  ------------------
Payroll                               $          15,714   $           9,680 
Payroll taxes                                     4,377               1,000 
Interest on notes and debentures                132,998               9,649
Other - Legal & Professional Fees                35,692
                                      ------------------  ------------------
                                      $         188,781    $         20,329 
                                      ------------------  ------------------



Also see Notes 11 for interest on debentures.



NOTE 6 - NOTES PAYABLE


The Company had the following notes payable at September 30, 1997 and 
December 31, 1996:



                                      September 30, 1997  December 31, 1996
                                          (unaudited)
                                      ------------------  ------------------
8% note, payable to former 
  director on demand, unsecured 
  (Notes 7)                           $               0   $          37,275 

7% convertible debenture with 
  Wood Gundy, convertible at 

  50% of the market price of the 
  common stock on the day before 
  the conversion date.                          125,000             250,000 
                                      ------------------  ------------------
                                      $         125,000   $         287,275 
                                      ------------------  ------------------

                                 3

<PAGE>


                          HARVARD SCIENTIFIC CORP
                        (A DEVELOPMENT STAGE COMPANY)

                      NOTES TO THE FINANCIAL STATEMENTS
        Based on Unaudited Financial Statements at September 30, 1997
            and Audited Financial Statements at December 31, 1996


In June 1996, the Company issued $500,000 worth of 7% convertible debentures 
to three non-US residents. The debentures were to be converted into shares 
of common stock in December 1996, at 50% of the current market value of the 
stock. By December 31, 1996, $250,000 of the debentures had been converted 
to equity. A total of $500,000 was reflected as a discount and recorded to 
interest expense and paid-in-capital in 1996. June 12, 1997, an additional 
$125,000 was converted into 450,000 shares of common stock (see note10).

NOTE 7 - RELATED PARTY TRANSACTIONS

During 1994, the Company paid $150,000 to related parties for work performed 
in completing a merger (described in Note 1).  Of this amount, $100,000 was 
paid to BTI.  The remaining $50,000 was paid to individuals affiliated with 
BTI.  These amounts have been capitalized, and are included in 
organizational costs.

Additional organizational costs of $24,625 were capitalized in 1994.  The 
Company transferred 246,000 shares of common stock to former owners and 
directors in return for corporation property rights and 148,000 shares to 
individuals for assistance in acquiring the rights.  These shares were 
valued at $.0625 per share, as determined by a 1994 appraisal.

During 1994 and 1995, the Company entered into three significant 
transactions with related parties for the acquisition of intellectual 
rights, and for the provision of technological, management, fundraising and 
marketing assistance.  Note 4 describes the valuation of these transactions.

The Company has a payable to BTI of $183,535 as of September 30, 1997 and 
December 31, 1996.  The payable is related to costs incurred by BTI, on the 
Company's behalf, for consultation and rent, and for research and 
development of the PGE-1 product.  The terms of the payable are to be an 
open intercompany account, which does not accrue interest.

On September 30, 1997, BTI owned approximately 29% of the Company's shares 
of which Dr. Jackie See is a controlling person of all the shares of BTI.  
Jackie R. See M.D. is a Director of the Company and may be considered a 
promoter of the Company.

As of December 31, 1996, the Company had a note payable with a former 
director (Note 6).  The amount of accrued interest associated with the note 
at December 31, 1996 was $6,419. This note was paid in full on May 7th, 
1997.
 
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. The Company 
registration statement was effective August 14, 1997, at which time the two-
year restriction was lifted for the 6% debenture holder only. 

During the first three quarters of 1997, the Company issued a total of 
6,652,000 shares to officers and directors of the Company for prior and 
current services rendered. These shares were valued at par value.

Also see discussions regarding intellectual properties, agreements, and 
subsequent events in Notes 4, 9, and 13.

                                 4

<PAGE>

                          HARVARD SCIENTIFIC CORP
                        (A DEVELOPMENT STAGE COMPANY)

                      NOTES TO THE FINANCIAL STATEMENTS
        Based on Unaudited Financial Statements at September 30, 1997
            and Audited Financial Statements at December 31, 1996


NOTE 8 - INCOME TAXES

The Company has federal net operating loss carryforwards for financial 
statement purposes of approximately $6,000,000 at September 30, 1997, which 
will be used to offset future earnings of the Company.  The loss 
carryforwards will expire during the years ending 2002 through 2012 if not 
used.

NOTE 9 - AGREEMENTS

In conjunction with the agreement of November 16, 1995, between BTI and the 
Company (Note 4), BTI transferred four agreements to the Company related to 
the manufacture, marketing, and distribution of the PGE-1 product overseas.  
The Company terminated two of these agreements during 1996 for 
nonperformance.  A third agreement for distribution in Korea was terminated 
in 1996 by mutual agreement.  The Company has terminate a fourth agreement 
with its European licensor, Pharma Maehle unless Pharma Maehle. There has 
been no response from Pharma Maehle.

On November 3, 1995, BTI entered into an agreement with a European licensor,
Pharma Maehle ("Pharma"), whereby Pharma was to establish the European market
for the Company's erectile dysfunction product to develop, manufacture, sell,
practice and exploit the use of the Company's proprietary license technology.
In February 1996, the agreement was amended to reflect the transfer of said
agreement from BTI to the Company.  On December 30, 1996, the Company notified
Pharma in writing that it was terminating the agreement for breach of contract.
On January 13, 1997, the Company signed a Letter of Understanding with Pharma, 
whereby the parties would consider working out a formal agreement only after
seeking advice from legal counsel.  On several dates thereafter, the Company
again notified Pharma of it's intent to terminate any and all agreements with 
Pharma.  Although Pharma contends the agreement is enforceable, the Company 
believes they have rightfully terminated the agreement giving Pharma adequate
notice of such termination.  The validity of the agreement is currently in
dispute.  See Note 13.


In December 1996, the Company entered into an agreement with Martin E. Janis 
& Company, Inc., a public relations agency which has been terminated.  The 
agency was to carry out a financial public relations program for the Company 
through June of 1997 in exchange for out-of-pocket costs and an option on 
50,000 shares of free-trading common stock, exercisable at $1.25 per share. 

On September 18, 1997, the Company entered into a consulting agreement with 
I.W. Miller & Co. ("Miller"), which supersedes the prior agreement dated 
August 4, 1997. Miller will provide consulting services and carry out an 
investor relations program utilizing a business plan strategy, long-term 
financial planning and other services. Under this agreement, which is for a 
term of six months, Miller will receive $10,000 a month. At September 30, 
1997 $40,000 has been paid to the consultant. See Note 13.

NOTE 10 - CONTINGENCIES

The Company has been named as a party in certain pending or threatened 
legal, governmental, administrative, or judicial proceedings that arose in 
the ordinary course of business.  These pending or threatened proceedings 
may affect the Company in a material way.

The financial statements reflect the manner in which the Company has 
resolved certain litigations:

(a)   The Company amicably settled an action with Thomas E. Waite & 
Associates regarding a contract under which Waite was to provide an array of 
business services.  The Company issued 568,750 shares of common stock in 
settlement, which accrued in the December 31, 1996 financial statements at 
$494,813.

(b)   The Company reached a mutual release regarding a Distribution 
Agreement, which provided for the manufacturing, marketing, and distribution 
of HIV test kits.  The mutual release called for a $50,000 payment, which 
accrued during 1995 and was paid in full during the first quarter of 1996.

                                 5
<PAGE>


                          HARVARD SCIENTIFIC CORP
                        (A DEVELOPMENT STAGE COMPANY)

                      NOTES TO THE FINANCIAL STATEMENTS
        Based on Unaudited Financial Statements at September 30, 1997
            and Audited Financial Statements at December 31, 1996


(c) The D. Weckstein & Co., Inc. ("Weckstein") lawsuit was settled on April 23,
1997, with the issuance of 35,000 shares of the Company's common stock
Weckstein. The Company filed an action for damages due to negligence and breach
of contract by D. Weckstein and Co., Inc. and Donald Weckstein. The contract at
issue was an agreement to obtain financing in exchange for Company stock. The
Weckstein defendants subsequently filed a lawsuit in New York against the
Company respecting the same contract, and asked for damages against a third
party for tortuous interference with the contract.

(d) On June 12, 1997, the Company reached a mutual settlement with Ailouros Ltd.
Converting $125,000 of the 7% Debenture into 450,000 shares of common stock.

NOTE 11 - CONVERTIBLE DEBENTURES

In March 1997, pursuant to a private placement, the Company (a) sold to one
investor $5,000,000 principal amount of 6% Convertible Debentures (the
"Debentures") due March 30, 1998 and (b) received a commitment from that
investor, subject to various conditions, to purchase additional Debentures in
the aggregate principal amount of up to $10,000,000 in two tranches of
$5,000,000 each, also to be due March 30, 1998. The Debentures will be
convertible into shares of common stock at the lesser of the market price on
March 21, 1997 or 80% of the market price on the conversion date. The Company
has the right to require, by written notice to the holder of this debenture at
any time on or before ten days prior to the maturity date, that the holder of
this debenture exercise its right of conversion with respect to all or that
portion of the principal amount and interest outstanding on the maturity date.
The Company's intention is to require conversion. See Note 12.

Issuance costs of $625,000 related to the first $5,000,000 principal amount of
6% Convertible Debentures sold in March 1997 were deferred, and will be
amortized on a straight-line basis through March 30, 1998. At September 30,
1997, $1,250,000 of the Debenture plus $26,579 interest on the Debenture had
been converted into 1,446,325 shares of common stock of the Company. At the time
of issuance, the Company accounted for the 20% discount to market of $1,000,000
as additional interest expense and paid-in-capital.

NOTE 12 - 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 and through the sale of the PGE-1 product.
If additional capital is not secured, then there is substantial doubt about the
Company's ability to continue as a going concern. See Note 11 regarding the
Company's plans to issue 6% Convertible Debentures in 1997.

The Company intends to obtain additional capital through public and private
financing or from other sources, such as collaboration agreements. Although the
Company sold $5,000,000 principal amount of 6% convertible debentures (see Note
11) and has an undertaking, subject to various conditions, to sell an additional
$10,000,000 principal amount of 6% convertible debentures, there can be no
assurance that this additional funding will occur, or be sufficient. If
additional funding does not occur or is insufficient, there is not assurance
that other required funds will be available on terms satisfactory to the
Company. Failure to obtain adequate financing could cause a delay or termination
of the Company's product development and marketing efforts.

                                 6
<PAGE>


                          HARVARD SCIENTIFIC CORP
                        (A DEVELOPMENT STAGE COMPANY)

                      NOTES TO THE FINANCIAL STATEMENTS
        Based on Unaudited Financial Statements at September 30, 1997
            and Audited Financial Statements at December 31, 1996


NOTE 13 - SUBSEQUENT EVENTS

On October 24, 1997, the investor who purchased the initial $5,000,000 principal
amount of 6% Convertible Debentures in March 1997, served a conversion notice
for the sum of $500,000 of the principal amount plus $17,506 of interest
expense. The conversion at 80% of market price resulted in the issuance of
404,301 shares of common stock to the investor. The debenture balance after this
conversion is $3,250,000 plus accrued interest.

The Company has a consulting agreement with I.W. Miller & Co. ("Miller") (see
Note 9) whereby Miller provides investor relation consulting services for the
Company. On November 6, 1997, 400,000 shares were issued to I.W. Miller & Co.,
for various services on behalf of the Company. The stock is to be valued at the
market value on the date of the agreement less 35% or $1.05 per share.

On October 20, 1997, 200,000 shares of the Company's common stock plus $10,000
was issued to Neil Armstrong, former President & CEO of the Company, in
settlement of a dispute regarding termination of employment.

In October, 1997, the Company agreed to purchase the rights to Prostaglandin E-1
Lyophilized Liposomes ("PE-1") used in the treatment of Psoriasis. The rights to
PE-1 is currently owned by the parent and affiliate of the Company Bio-Sphere.
It has been agreed that in exchange for the conveyance of all rights of the
PE-1, that the Company exchange $150,000 in cash plus 2,000,000 shares of the
Company's common stock plus Bio-Sphere receives a 3% override on royalties.

On October 15,1997, the Company became a defendant in a U.S. District Court 
action initiated by Wood Gundy ("Gundy"), a 7% debenture holder. Gundy 
claims it is entitled to convert its debenture into 258,065 shares of common 
stock and/or damages in the amount of $2,000,000. The Company is asking that 
any shares issued to Gundy be issued pursuant to the requirements of the 
SEC's Regulation S. It is too early to estimate the monetary outcome of this 
litigation.

This paragraph is dated through the date of this amendment. On October 17, 1997,
the Company again issued a letter clarifying termination of the agreement with
Pharma Maehle ("Pharma"), a European licensor. The validity of the agreement is
currently in dispute.  See Note 9.

                                 7

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION ANALYSIS AND PLAN OF OPERATION

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

The Company's major transaction during the first quarter of 1997 was the
issuance of $5,000,000 aggregate principal amount of 6% Convertible Debentures,
which are at the heart of the transaction which is the subject of the
Registrant's Registration Statement Amendment No. 4 to Form SB-2 filed with the
Securities and Exchange Commission effective on August 14, 1997. This issuance
brought a net of $4,375,000 into the Company's general operating account.
Indeed, almost all of the cash generated by the registrant's operations during
the first quarter of 1997 came from the issuance of the Debenture.

Comparison of the three month period ended September 30, 1997, with the 
three month period ended September 30, 1996.

The Registrant had no net sales during the third quarter of 1997, and
accordingly, had no cost of sales during that period. The third quarter of 1996,
the Company reported net sales of $154,041 and cost of sales of $22,846 as a
result of selling clinical supplies to Korea. The difference in the sales
figures for the third quarters of 1997 and 1996 is attributable primarily to the
Registrant's focus on raising investment capital in 1997, for the purpose of
completing the required regulatory review process for its erectile dysfunction
product, as opposed to promotions of the Registrant's products in 1996.

During the third quarter of 1997, the Registrant also experienced an overall
decrease in operating expenses over what was experienced in the third quarter
1996 as a result of consulting fees. For the third quarter of 1997, total
operating expenses were $121,449 as compared to $972,463 in 1996.

With exception to the reclassification discussed above, management anticipates
that such general and administrative expenses will continue to be incurred in
similar amounts throughout 1997 as the Registrant obtains additional investment
capital and expands its operations. The Registrant also continues to incur legal
expenses in connection with litigation in which the Registrant is involved.

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

On March 21, 1997, the Registrant sold $5,000,000 aggregate principal amount of
6% Convertible Debentures ("Debentures") to an investor. This transaction is the
primary subject of the above-mentioned Registration Statement on Form SB-2. As a
result of the sale of the Debentures, at the end of the third quarter of 1997,
the Registrant reported total assets of $2,044,613. This compares with total
assets at December 31, 1996 of $85,527. The primary reason for the increase in
assets was the increase in cash of $1,619,473 and the appearance of deferred
debt issue costs of $625,000, all in connection with the Debentures issued in
March 1997. See Note 11 in Notes to the Financial Statements.

The Registrant's total current liabilities for the third quarter of 1997 also
increased significantly over the total current liabilities at December 31, 1996.
Total current liabilities in the third quarter of 1997 were $4,265,275 as
compared with $535,223 at December 31, 1996. Again, the difference comes
primarily from the issuance of the $5,000,000 in 6% Debentures in March 1997.

The Registrant also issued shares of common stock during the third quarter of
1977. During this time, the Registrant issued a total of 1,590,000 shares of
common stock, mostly attributed to the Debentures converted during the third
quarter. During the third quarter 1997, $1,250,000 of the Debentures plus
interest were converted into 1,446,325 shares common stock. The balance of the
shares issued were in connection with legal and consulting services performed
for the Company. The Registrant anticipates that it will continue the practice
of issuing shares of its common stock as compensation for services rendered to
the Registrant.

<PAGE>

PART II - OTHER INFORMATION

ITEM NO. 1. LEGAL PROCEEDINGS.

Registrant incorporates herein by this reference the description of legal
proceedings contained in the Registrant's Amendment No. 4 for Form SB-2 filed
with the Securities and Exchange Commission and effective on August 14, 1997.

ITEM NO. 2.  CHANGES IN SECURITIES.

Any Changes regarding the securities of the Registrant are described in the
Registrant's Amendment No. 4 to Form SB-2 filed with the Securities and Exchange
Commission and effective August 14, 1997. Such information is contained in the
section captioned "Description of Securities" in Amendment No. 4 to Form SB-2
and such description is incorporated herein by this reference.

ITEM NO. 3. DEFAULTS UPON SENIOR SECURITIES.
None.

ITEM NO 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters have been submitted to a vote of the security holders during the
period covered by this report through the solicitation of proxies or otherwise.

ITEM NO. 5.  OTHER INFORMATION.
None.

ITEM NO. 6.  EXHIBITS AND REPORTS ON FORM 8-K

   A.   Exhibits
   (2)  Plan of acquisition, reorganization, liquidation or succession: 
        NONE.
   (3)  (i)  Articles of Incorporation *
        (ii) By-laws *
   (10) Materials contracts: Securities Purchase Agreement dated March 21, 
        1997 between the Registrant and Springrange Investment Group, Ltd.**
   (27) Financial Data Schedule.

*     Incorporated by reference from the Registrant's Form 10-SB.

**   Incorporated by references from the Registrant's Amendment No. 4 to 
Form SB-2 filed and effective on August 14, 1997.

   B.  Reports on Form 8-K.
       The Registrant filed a Form 8-K on October 31, 1997. Such filings are 
       incorporated herein by this reference.
<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.

Dated:   February 5, 1998

                                       HARVARD SCIENTIFIC CORP


                                     By:  /s/ Thomas E. Waite
                                         --------------------------
                                          Thomas E. Waite
                                          President and Chief Executive Officer