SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB


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


For the Quarter ended                                     Commission File Number
   March 31, 1997                                               0-28392
---------------------                                     ----------------------


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



        Nevada                                                88-0226455
----------------------------                           -------------------------
(State or other jurisdiction                                (I.R.S. Employer
of incorporation)                                        Identification Number)



 100 N. Arlington Ave., Suite 23P, Reno, Nevada                 89501
-----------------------------------------------               ----------
(Address of principal executive offices)                      (Zip Code)


Registrant's Telephone number, including area code:  (702) 796 1173
                                                     --------------



Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Exchange  Act of 1934 during the  preceding 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. (1) Yes X
No (2) Yes X No

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


Common Stock,
Par Value $0.001 Per Share                                         11,703,129
--------------------------                                     -----------------
    (Title of Class)                                           (Number of Shares
                                                                 Outstanding at
                                                                  May 21, 1997)



<PAGE>




PART I

Item No. 1.       Financial Statements
-----------       --------------------

<PAGE>


                            HARVARD SCIENTIFIC CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                                 BALANCE SHEETS

                                     ASSETS
<TABLE>
<CAPTION>

                                                                                             March 31,   December 31,
                                                                                                1997         1996
                                                                                            (Unaudited)   (Audited)
                                                                                            -----------  -----------

Current Assets:
<S>                                                                                         <C>          <C>      
  Cash                                                                                      $3,497,023   $     --
  Prepaid  expenses (Note 7)                                                                   220,000        1,565
                                                                                            -----------  -----------
       Total Current Assets                                                                  3,717,023        1,565
                                                                                            -----------  -----------
Equipment:
  at cost, less accumulated depreciation of
  $3,874 at March 31, 1997 and $3,491 at
  December 31, 1996 (Note 3)                                                                     5,542        5,925
                                                                                            -----------  -----------
Intangible Assets:
  Intellectual Property, net of accumulated amortization
        of $1,357 at March 31, 1997 and $1,048 at
        December 31, 1996 (Notes 4 and 7)                                                        7,638        7,948
  Organizational cost, net of accumulated amortization
        of $109,397 at March 31, 1997 and $105,760
        at December 31, 1996 (Note 7)                                                           66,153       69,789
                                                                                            -----------  -----------
                                                                                                73,791       77,737
                                                                                            -----------  -----------
Other Assets
  Deposits                                                                                         300          300
                                                                                            -----------  -----------
                                                                                            
       TOTAL ASSETS                                                                         $3,796,656   $   85,527
                                                                                            ===========  ===========

</TABLE>




   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
<TABLE>
<CAPTION>


                                                           March 31,   December 31,
                                                             1997         1996
                                                         (Unaudited)    (Audited)
                                                        ------------   ------------
Current Liabilities:
<S>                                                     <C>            <C>        
 Accounts payable                                       $     5,226    $    36,625
 Accrued Expenses (Note 5)                                   97,917         20,329
 Bank overdraft                                                --              134
 Due to related parties (Note 7)                            183,535        190,860
 Note payable to related parties (Notes 6 and 7)             37,275         37,275
 Note Payable-Convertible (Note 6)                          250,000        250,000
                                                        ------------   ------------
      Total Current Liabilities                             573,953        535,223
                                                        ------------   ------------

Contingencies (Note 11)                                        --             --


Stockholders' Equity:
 Common Stock, $.001 par value; 100,000,000
      shares authorized; 11,403,129 and 9,883,129
      shares issued and outstanding at March 31, 1997
      and December 31, 1996, respectively (Note 1)           11,403          9,883
 Additional paid-in capital                               3,876,287      2,706,207
 Debentures (net) - convertible to common stock (Note     4,375,000
                                                                  9)          --
 Deficit accumulated during the development stage        (5,039,988)    (3,165,786)
                                                        ------------   ------------
      Total Stockholders' Equity (Deficit)                3,222,703       (449,696)
                                                        ------------   ------------
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY        $ 3,796,656    $    85,527
                                                        ============   ============
</TABLE>









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

<PAGE>






                            HARVARD SCIENTIFIC CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>



                                                            Three Months Ended        
                                                       ---------------------------    Inception                 
                                                         March 31,      March 31,         to
                                                           1997           1996         3/31/97
                                                       (Unaudited)      (Audited)    (Unaudited)
                                                       -----------    -----------   ------------

<S>                                                    <C>            <C>           <C>         
Net Sales                                              $     --       $   26,959    $    187,387
Cost of  Sales                                               --           85,675         221,557
                                                       -----------    -----------   ------------
        Gross Profit                                         --          (58,716)        (34,170)
                                                       -----------    -----------   ------------

Operating Expenses:
     General and administrative expenses (Note 7)      1,856,154         287,148       3,897,024
     Research and development (Note 7)                       377          38,529         429,261
     Depreciation and amortization (Note 7)                4,330          10,247         124,964
                                                       -----------    -----------   ------------
        Total Operating Expenses                       1,860,861         335,924       4,451,249
                                                       -----------    -----------   ------------
        Loss from Operations                          (1,860,861)       (394,640)     (4,485,419)
                                                       -----------    -----------   ------------
Other Income (Expense):
     Settlements (Note 11)                                  --              --          (494,813)
     Interest Income                                        --              --               397
     Interest Expense                                    (13,341)         (1,612)        (35,653)
     Loss on disposition of marketable securities           --              --           (24,500)
                                                       -----------    -----------   ------------
        Total Other Income and Expense                   (13,341)         (1,612)       (554,569)
                                                       -----------    -----------   ------------
Net Loss                                            $ (1,874,202)   $   (396,252)   $ (5,039,988)
                                                       ===========    ===========   ============
Loss per Common Share                               $      (0.18)   $      (0.05)   $      (4.91)
                                                       ===========    ===========   ============
Weighted Average Shares Outstanding (Note 2)          10,308,240       8,757,903       1,025,851
                                                       ===========    ===========   ============

</TABLE>







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

<PAGE>










                            HARVARD SCIENTIFIC CORP.
                          (A DEVELOPMENT STAGE COMPANY)


                       STATEMENTS OF STOCKHOLDERS' EQUITY
         FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995, AND THE PERIOD
             FROM INCEPTION DATE JANUARY 13, 1987 TO MARCH 31, 1997
<TABLE>
<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                             90,000            90          --                            90

Issuance of shares for services                             20,000            20          --                            20

Issuance of shares for services                             36,000            36          --                            36

Issuance of shares to acquire
    Grant City Corporation                                  50,000            50        39,827                      39,877
 
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)
</TABLE>




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

                            HARVARD SCIENTIFIC CORP.
                          (A DEVELOPMENT STAGE COMPANY)


                       STATEMENTS OF STOCKHOLDERS' EQUITY
         FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995, AND THE PERIOD
             FROM INCEPTION DATE JANUARY 13, 1987 TO MARCH 31, 1997
<TABLE>
<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 for                          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
    and debt reduction                                   565,254           565        309,518                      310,083

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

Net (loss) for the year ended
    December 31, 1996                                       --             --            --       (1,938,945)   (1,938,945)
                                                    ----------------  -----------------------------------------------------
Balance December 31, 1996                              9,883,129          9,883     2,706,207     (3,165,786)     (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      1,045,330                    1,046,600
      
Net (loss) for the Quarter ended
    March 31, 1997                                          --             --            --       (1,874,202)   (1,874,202)
                                                    ----------------  -----------------------------------------------------
Balance March 31, 1997                                11,403,129      $  11,403   $ 3,876,287    $(5,039,988)  $(1,152,298)
                                                    ================  =====================================================

</TABLE>




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

<PAGE>


                            HARVARD SCIENTIFIC CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>



                                                      Three Months Ended        
                                                 ---------------------------    Inception          
                                                   March 31,      March 31,        to
                                                     1997           1996         3/31/97
                                                  (Unaudited)     (Audited)    (Unaudited)
                                                 ------------   ------------   -----------
Cash Flows form Operating Activities:

<S>                                               <C>           <C>            <C>        
     Cash received from customers                 $     --      $    26,959    $   181,000
     Cash paid to suppliers and employees         (1,002,843)      (772,300)    (3,339,710)
     Cash paid for interest                             --           (1,612)        (3,167)
     Cash paid for settlement                           --             --          (50,000)
                                                 ------------   ------------   ------------
         Net Cash Used in Operating Activities    (1,002,843)      (746,953)    (3,211,877)
                                                 ------------   ------------   ------------
Cash Flows from Investing Activities:
     Cash from sale (purchase) of equipment             --           (2,103)       (24,897)
     Capitalized organization costs                     --             --         (150,924)
     Purchase of marketable securities                  --             --          (24,500)
                                                 ------------   ------------   ------------
         Net Cash Used in Investing Activities          --           (2,103)      (200,321)
                                                 ------------   ------------   ------------
Cash Flows from Financing Activities:
     Proceeds from issuance of capital stock,
         net of offering costs                       125,000           --        1,621,946
     Proceeds from debt, net of costs                   --             --          415,444
     Proceeds from debentures, net of costs        4,375,000           --        5,000,000
     Principal payments on debt                         --          (30,400)      (128,169)
                                                 ------------   ------------   ------------
         Net Cash Provided by Financing
             Activities                            4,500,000        (30,400)     6,909,221
                                                 ------------   ------------   ------------
Net Increase (Decrease) in Cash                    3,497,157       (779,456)     3,497,023

Cash at beginning of period                             (134)       799,466           --  
                                                 ------------   ------------   ------------
Cash at end of period                            $ 3,497,023    $    20,010    $ 3,497,023
                                                 ============   ============   ============
</TABLE>



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


<PAGE>






                            HARVARD SCIENTIFIC CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                      STATEMENTS OF CASH FLOWS (CONTINUED)
<TABLE>
<CAPTION>




                                                        Three Months Ended          
                                                  -----------------------------     Inception
                                                      March 31,      March 31,         to
                                                        1997           1996          3/31/97
                                                    (Unaudited)      (Audited)     (Unaudited)
                                                  --------------  -------------  -------------

Reconciliation of Net Loss to Net Cash
     Used in Operating Activities:

<S>                                                 <C>            <C>            <C>         
Net Loss                                            $(1,874,202)   $  (396,252)   $(5,039,988)

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                        4,330         10,247        124,964
     Issuance of stock for director's fees
          and services                                1,046,600          5,000      1,735,975
     Issuance of stock in legal settlement                 --             --          494,813
     (Increase) decrease in assets:
         Prepaid expenses                              (218,435)        57,105       (220,000)
         Deposits                                          --          (10,000)          (300)
     Increase (decrease) in liabilities:
         Accounts payable                               (31,399)       (70,780)         5,225
         Accrued expenses                                77,588        (84,080)        97,916
         Due to related parties                          (7,325)      (258,193)       183,535
                                                  --------------  -------------  -------------
                 Total Adjustments                      871,359       (350,701)     2,453,111
                                                  --------------  -------------  -------------
Net Cash Used in Operating Activities               $(1,002,843)   $  (746,953)   $(2,586,877)
                                                  ==============  =============  =============

</TABLE>








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

<PAGE>







                            HARVARD SCIENTIFIC CORP.
                          (A DEVELOPMENT STAGE COMPANY)


                          NOTES TO FINANCIAL STATEMENTS
                      March 31, 1997 and 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 11,403,129
shares issued and  outstanding  as of March 31, 1997,  and 9,883,129  issued and
outstanding on December 31, 1996. BTI owned  approximately  56% of the Company's
shares at March 31, 1997.


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.


<PAGE>


                            HARVARD SCIENTIFIC CORP.
                          (A DEVELOPMENT STAGE COMPANY)


                          NOTES TO FINANCIAL STATEMENTS
                      March 31, 1997 and December 31, 1996


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 expenses 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:
To prepare 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:
Primary  loss per share  amounts are computed  based upon the  weighted  average
number of shares actually  outstanding  plus the additional  estimated number of
shares that would be  outstanding,  assuming  conversion  of the 6%  convertible
debenture. See Note 9.

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


NOTE 3 - EQUIPMENT

Equipment at March 31, 1997 and December 31, 1996, consists of the following:

                                   March 31, 1997          December 31, 1996
                                ---------------------   ----------------------
Equipment                       $              9,416    $               9,416
Less: accumulated depreciation                 3,874                    3,491
                                ---------------------   ----------------------
                                $              5,542    $               5,925
                                ---------------------   ----------------------

The Company relocated to Reno, Nevada, during December 1996. 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.

<PAGE>





                            HARVARD SCIENTIFIC CORP.
                          (A DEVELOPMENT STAGE COMPANY)


                          NOTES TO FINANCIAL STATEMENTS
                      March 31, 1997 and 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 5 - ACCRUED EXPENSES

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

                                       March 31, 1997        December 31, 1996
                                     ------------------    ---------------------
Payroll                               $          63,640     $              9,680
Payroll taxes                                     4,869                    1,000
Interest on notes and debentures                 29,408                    9,649
                                     ------------------    ---------------------
                                      $          97,917     $             20,329
                                     ------------------    ---------------------

Also see Notes 9 and 10.


NOTE 6 - NOTES PAYABLE

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

                                       March 31, 1997        December 31, 1996
                                     ------------------    ---------------------
8% note, payable to former director
       on demand, unsecured (Note 7)  $          37,275     $             37,275
7% convertible debentures                       250,000                  250,000
                                     -------------------   ---------------------
                                      $         287,275     $            287,275
                                     -------------------   ---------------------

Also see Notes 9 and 10.
<PAGE>


                            HARVARD SCIENTIFIC CORP.
                          (A DEVELOPMENT STAGE COMPANY)


                          NOTES TO FINANCIAL STATEMENTS
                      March 31, 1997 and December 31, 1996


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 March 31, 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  Company  has a note  payable to a former  director as of March 31, 1997 and
December 31, 1996 (Note 6). The amount of accrued  interest  associated with the
note  at  March  31,  1997  and   December  31,  1996  was  $7,164  and  $6,419,
respectively.

The Company often pays for  services,  fees,  and salaries by issuing  shares of
common  stock.  The shares are valued at a discount of  free-trading  stock,  if
market  valuation  is  available.  Several  material  transactions  of this type
occurred  during 1995 and 1996,  during which time the Company issued  1,188,754
shares, recorded at $841,432.

On March 18, 1997, the Company issued 420,000 shares of its common stock to four
individuals for prepaid legal fees through March of 1998 and for past consulting
services,  and 850,000 shares to officers and directors of the Company for prior
services rendered.

Also  see  discussions  regarding  agreements,   intellectual  properties,   and
subsequent events in Notes 4, 10, and 13.


NOTE 8 - INCOME TAXES

The Company has federal net operating loss carryforwards for financial statement
purposes of  approximately  $5,600,000 at March 31, 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.


<PAGE>




                            HARVARD SCIENTIFIC CORP.
                          (A DEVELOPMENT STAGE COMPANY)


                          NOTES TO FINANCIAL STATEMENTS
                      March 31, 1997 and December 31, 1996


NOTE 9 - 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 13.


NOTE 10 - 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 is prepared to  terminate a fourth  agreement  with its
European licensor,  Pharma Maehle unless Pharma Maehle can resolve the Company's
concerns (Note 11).

In December 1996,  the Company  entered into an agreement with Martin E. Janis &
Company,  Inc.,  a public  relations  agency.  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.


NOTE 11 - 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  December  31,  1996  financial  statements  reflect the manner in which the
Company has resolved two litigations:

         a.   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.

         b.   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.
<PAGE>

                            HARVARD SCIENTIFIC CORP.
                          (A DEVELOPMENT STAGE COMPANY)


                          NOTES TO FINANCIAL STATEMENTS
                      March 31, 1997 and December 31, 1996


NOTE 11 - CONTINGENCIES (CONTINUED)

In February 1997, two noteworthy legal actions transpired:

         a.   The Company  became a defendant  in a U.S.  District  Court action
              initiated by Ailouros Ltd.  Ailouros claims that it is entitled to
              263,225  shares of common  stock  and/or  damages in the amount of
              $2,000,000.  The Company had previously initiated a lawsuit in the
              Nevada  courts  respecting  the same claim,  and both matters were
              removed to Federal  court.  The  Company is asking that any shares
              issued to Ailouros be issued  pursuant to the  requirements of the
              SEC's  Regulation  S. It is too  early to  estimate  the  monetary
              outcome of this litigation.

         b.   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  tortious  interference  with the  contract.  The
              Weckstein  plaintiffs  seek damages on their contract claim in the
              amount of $250,000 and $400,000,  and damages in excess of $10,000
              on an abuse of process claim. However, this litigation was settled
              in April 1997 (See Note 13 - Subsequent Events).

One additional act may impact the Company in the future. The Company is prepared
to terminate  its  licensing  agreement  with Pharma  Maehle,  the holder of the
Company's  distribution  rights in a portion of its overseas market. The Company
is negotiating to resolve the contract  issues to benefit  business  operations,
but the ultimate resolution and its impact upon the Company cannot be estimated.

The Company  experienced  a management  change in December  1996 as it moved its
headquarters to Reno, Nevada, but expects no negative impact from that change.

The ultimate effect of other proceedings cannot be estimated


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  future  success is
dependent  upon  its  ability  to  raise   additional   funds  to  complete  the
commercialization  process for its erectile  dysfunction  treatment product. The
Company  intends to obtain these funds through  public and private  financing or
from other sources, such as collaboration  agreements.  Although the Company has
sold $5,000,000 principal amount of Debentures (Note 9), and has an undertaking,
subject to various  conditions,  to raise an  additional  $10,000,000  principal
amount of  Debentures,  there can be no assurance that this  additional  funding
will occur or be sufficient and that, if this additional  funding does not occur
or is sufficient, other required funds will be available or 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.
<PAGE>



                            HARVARD SCIENTIFIC CORP.
                          (A DEVELOPMENT STAGE COMPANY)


                          NOTES TO FINANCIAL STATEMENTS
                      March 31, 1997 and December 31, 1996


NOTE 13 - SUBSEQUENT EVENTS

Relative to the Company's  undertaking  to issue  $15,000,000  in 6% Convertible
Debentures,  on April 14,  1997,  the  Company  filed  with the  Securities  and
Exchange  Commission a  registration  statement on Form SB-2  (together with all
amendments  thereto),  under the  Securities  Act with respect to the securities
offered thereby.  The registration  relates to an aggregate of 12,064,344 shares
of Common Stock,  $.001 par value per share,  which is approximately 300% of the
4,021,448  shares  issuable  if the  proposed  $15,000,000  principal  amount of
Debentures  had been  outstanding  on April 14, 1997, and all the Debentures had
been converted on that date. See Note 9.

The lawsuits involving D. Weckstein and Co., Inc. and Donald Weckstein,  and the
Company and a third party,  were settled on April 23, 1997, with the issuance of
35,000 shares of the Company's common stock to D. Weckstein & Co., Inc.







<PAGE>

Item No. 2.       Management's Discussion and Analysis or Plan of Operation.
-----------       ----------------------------------------------------------

         The  Registrant  incorporates  herein  by this  reference  Management's
Discussion and Analysis  contained in the Registrant's  Form SB-2 filed with the
Securities and Exchange Commission on or about April 21, 1997.



PART II - OTHER INFORMATION

Item No. 1.       Legal Proceedings.
-----------       ------------------

         The Registrant incorporates herein by this reference the description of
legal  proceedings  contained  in the  Registrant's  Form  SB-2  filed  with the
Securities and Exchange Commission on or about April 21, 1997 with the following
modifications:

         A.       Harvard  Scientific  Corp.  v.  D.  Wechstein  & Co., Inc. and
                  D.  Wechstein  &  Co.,  Inc.  v.  Harvard Scientific Corp. and
                  Thomas E. Waite & Associates Inc.

                  The  Registrant's  Form SB-2 refers to two cases involving the
                  Registrant  and D.  Wechstein & Co., Inc. One action was filed
                  in the Second  Judicial  District  Court of Nevada,  County of
                  Washoe,  on or about February 10, 1997 and the second case was
                  filed in the  Supreme  Court of New York,  County of New York,
                  filed on or about  February  18,  1997.  The  actions are more
                  fully described in the  Registrant's  Form SB-2 filed with the
                  Securities and Exchange Commission on or about April 21, 1997,
                  and such description is incorporated herein by this reference.
                  Both actions were settled amicably between the parties and the
                  litigation is no longer pending.

         B.       Rex Morden v. Harvard Scientific Corp.

                  The  Registrant's  Form SB-2 describes an action involving the
                  Registrant and an individual  known as Rex Morden.  The action
                  was filed on or about March 17, 1997 in the District  Court of
                  Nevada, County of Clark. The action is more fully described in
                  the  Registrant's  Form SB-2  filed  with the  Securities  and
                  Exchange  Commission  on or about  April  21,  1997,  and such
                  description  is  incorporated  herein by this  reference.  The
                  action was  settled  amicably  between  the  parties and is no
                  longer pending.







<PAGE>



         C.       Neal Armstrong v. Harvard Scientific Corp.

                  On or about April 4, 1997,  Neal  Armstrong,  a former officer
                  and  director  of  the  Registrant,  filed  a  complaint  in a
                  District Court of Clark County,  State of Nevada, which listed
                  the  Registrant as a defendant.  Also listed as defendants are
                  Don  Steffens,   the  Chief  Financial   Officer,   Secretary,
                  Treasurer and a Director of the Registrant;  Dr. Jackie See, a
                  Director  of the  Registrant;  and Ian Hicks,  Chairman of the
                  Board,  President,  Chief Executive  Officer and a Director of
                  the Registrant.  In his complaint,  Armstrong alleges that the
                  Registrant breached the terms of an employment agreement which
                  Armstrong  alleges  he  had  with  the  Registrant.  Armstrong
                  alleges  that  the   Registrant   wrongfully   terminated  his
                  employment  with the  Registrant  pursuant to the terms of his
                  employment  agreement and that the other defendants  conspired
                  with  one  another  to  terminate  his  employment   with  the
                  Registrant. The complaint seeks compensatory damages, punitive
                  damages and  reasonable  attorneys'  fees and costs in a total
                  amount in excess of  $10,000.00.  The  Registrant is defending
                  the action.

Item No. 2.       Changes in Securities.
-----------       ----------------------

         Any changes  regarding the securities of the  corporation are described
in the Registrant's Form SB-2 filed with the Securities and Exchange  Commission
on or about  April 21,  1997.  Such  information  is  contained  in the  section
captioned  "Description of Securities" in that 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 the 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.
-----------       ------------------

         In March 1997, pursuant to a private placement, the Registrant (a) sold
to one investor  $5,000,000  principal amount of 6% Convertible  Debentures (the
"Debentures')  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. The investor may
convert the Debentures into Common Stock.


<PAGE>



         The  Registrant's  6%  Convertible  Debentures  ("Debentures")  bear an
interest  rate of six percent  (6%) per annum and mature on March 30, 1998 as to
the $5,000,000  principal amount of Debentures  currently  outstanding and as of
the end of the first  anniversary  month of the  issuance of the two  additional
$5,000,000  tranches of Debentures  that the Selling  Shareholder  has agreed to
purchase.  The Debentures are issuable in denominations of $100,000 and integral
multiples  thereof and, at the holder's  request,  are exchangeable for an equal
aggregate principal amount of debentures of different authorized  denominations.
Upon maturity of the Debentures, payment for principal and accrued interest will
be made either in currency or in shares of the Registrant's Common Stock, at the
option of the holder.

         The holder may convert the Debentures  into Common Stock  commencing on
the effective date of the Registration Statement. The conversion price per share
will be either (a) $6.525,  the Market Price as defined in the  Debentures as of
March  21,  1997,  or (b) 80% of the  Market  Price on the  date of  conversion,
whichever is lower.  "Market  Price," as used herein,  means the average closing
bid price of the Common Stock on the five (5) trading days immediately preceding
Mar h 21,  1997 or  Conversion  Date as may be  applicable,  as  reported by the
National  Association  of  Securities  Dealers,  or the closing bid price on the
over-the-counter market on such date or, in the event the Common Stock is listed
on a stock  exchange  or traded on NASDAQ,  the Market  Price  means the closing
price on the exchange on such date, as reported in the Wall Street Journal.  The
Registrant has the option to pay the interest  accrued from the date of issuance
to the date of conversion either in cash or in shares of Common Stock.

         The  Registrant  may  redeem  any  Debentures  for  which a  Notice  of
Conversion has not been submitted if the conversion price equals or is less than
$1.60 per share by delivering a Notice of Redemption to the holder. However, the
holder may still opt to convert any such  Debentures into shares of Common Stock
by  submitting a Notice of Conversion to the  Registrant  within three  business
days of the holder's receipt of the Registrant's Notice of Redemption.

         The  redemption  price  will  be 125% of the  principal  amount  of the
Debentures, plus accrued unpaid interest. The Registrant must pay the redemption
price to the holder  within ten days from the date of the Notice of  Redemption.
If the Company fails to make the  redemption  payment within these ten days, the
Registrant forfeits its right to redeem those Debentures.

         A holder may also require the Registrant to declare  whether it intends
to effect a redemption  within the  following ten days by faxing a notice to the
Registrant.  The Registrant  must respond to this notice within 24 hours.  If it
fails to do so, the  Registrant may not redeem that holder's  Debentures  during
the ten day period  commencing  24 hours  after the date of the notice  from the
holder.



<PAGE>




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*

                  (4)      Instruments defining the rights of holders, including
                           indentures:  Form of 6% Debenture**

                  (10)     Material  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 reference from the  Registrant's  Form SB-2 filed on or about
April 21, 1997.


         B.       Reports on Form 8-K

         No  reports on Form 8-K were filed  during the  quarter  for which this
report is filed.







<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.

Dated: May 31, 1997.

                            HARVARD SCIENTIFIC CORP.



                                                     By   /s/ Don Steffens
                                                       ---------------------
                                                              Don Steffens
                                    Secretary