SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                              AMENDED 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









                                    -2-

<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
        Deferred debt issue costs (Note 11)                         625,000          --   
                                                                 -----------  ------------
             Total Current Assets                                 4,342,023        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                                        $4,421,656   $   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
        Debentures payable - Convertible (Note 11)               5,000,000           --   
        Note Payable-Convertible (Note 6)                          250,000        250,000
                                                                -----------    -----------
             Total Current Liabilities                           5,573,953        535,223
                                                                -----------    -----------

Contingencies: (Note 10)                                              --             --   


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
        Deficit accumulated during the development stage        (5,039,988)    (3,165,786)
                                                                -----------    -----------
             Total Stockholders' Equity (Deficit)               (1,152,298)      (449,696)
                                                                -----------    -----------

             TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY        $ 4,421,656    $    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 3)                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 10)                                  --              --          (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)
                                                        ============    ============
Weighted Average Shares Outstanding (Note 2)             10,308,240       8,757,903
                                                        ============    ============
                                                                        
</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>


                                                                                        Deficit                         
                                                     Restated            Additional      From                            
                                                   Common Stock           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)

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

                                                                                        Deficit                         
                                                     Restated            Additional      From                            
                                                   Common Stock           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

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)    (2,714,710)
        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)    (2,586,877)
                                                         -----------   ------------   ------------
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,            125,000           --        1,371,946
        Proceeds from debt converted to stock                  --             --          250,000
        Proceeds from debt                                     --             --          415,444
        Proceeds from debentures, net of costs            4,375,000           --        4,375,000
        Principal payments on debt                             --          (30,400)      (128,169)
                                                         -----------   ------------   ------------
                Net Cash Provided by Financing
                    Activities                            4,500,000        (30,400)     6,284,221
                                                         -----------   ------------   ------------
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% and 63% of the
Company's shares on March 31, 1997 and on December 31, 1996, respectively.

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 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:
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:
The earnings per share  calculation was based on the weighted  average number of
shares outstanding during the period: 10,308,240 shares at March 31, 1997 (which
includes  the  estimated  number of shares  that  would  have been  outstanding,
assuming  conversion  of  the 6%  convertible  debenture)  (See  Note  13),  and
8,757,903 shares at March 31, 1996.

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
10).

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 6, 7, and 11.

NOTE 6 - NOTES PAYABLE

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

                                                      March 31, 1997  December 31, 1996
                                                      --------------- -----------------
<S>                                                   <C>             <C>
8% note, payable to former director on demand,
    unsecured (Notes 7 and 14)                        $       37,275  $          37,275
7%  convertible debentures, convertible at 50%
    of the market price of the common stock on
    the day before the conversion date (Note 14)             250,000            250,000
                                                      --------------- -----------------
                                                      $      287,275  $         287,275
                                                      --------------- -----------------
</TABLE>

Also see Notes 7, 10, and 11.
<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 terms of the payable are open intercompany account,  which does not
accrue interest.

The Company  holds 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. Also see Note 13.

The Company often pays for  services,  fees,  and salaries by issuing  shares of
common stock. Most of this stock is issued with a two-year selling  restriction.
After the  Company  files  its  registration  statement  in 1997,  the  two-year
restriction  may be lifted.  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  intellectual  properties,   agreements,   and
subsequent events in Notes 4, 9, and 13.


NOTE 8 - INCOME TAXES

The Company has federal net operating loss carryforwards for financial statement
purposes of  approximately  $5,000,000 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 - 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 10).

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 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  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.

In February 1997, two noteworthy legal actions transpired:

      a. In an action  concerning  $150,000 in 7%  Convertible  Debentures,  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. See Note 13.


<PAGE>





                            HARVARD SCIENTIFIC CORP.
                          (A DEVELOPMENT STAGE COMPANY)


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

NOTE 10 - CONTINGENCIES (CONTINUED)

      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 tortuous  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).

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 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 13.

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. In addition,  and in
anticipation of a possible conversion to common stock at 80% of the market price
on the conversion date, the Company is accounting for the 20% discount to market
of $1,000,000 as additional  interest  expense to be accrued on a  straight-line
basis through March 30, 1998.




<PAGE>





                            HARVARD SCIENTIFIC CORP.
                          (A DEVELOPMENT STAGE COMPANY)


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

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  11),  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.

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.

As of June 16, 1997,  Ailouros and the Company agreed in principle to settle all
litigation  between the parties.  The  settlement  agreement is currently  being
drafted and will require the parties to maintain  confidentiality  regarding the
settlement terms, although in anticipation of such agreement,  450,000 shares of
the Company's common stock have been issued to Ailouros.

On May 15,  1997,  the  litigation  between Rex Morden (a former  officer of the
Company) and the Company was amicably  settled and is no longer  pending.  Under
the terms of the settlement agreement, the Company paid Morden $43,775.

On April 2, 1997, the Company entered into a consulting  agreement with David E.
Jordan for the  provision  of financial  public  relations  and other  services.
According to the terms of this agreement,  Mr. Jordan received 200,000 shares of
the Company's  common stock, as well as a monthly fee of $8,000.  Mr. Jordan was
also entitled to all agency fees which public relations and/or advertising firms
receive  when  preparing  material  or  placing  advertising.  Such fees were in
addition to the monthly  consulting  fee. In addition,  1,000,000  shares of the
Company's  common  stock were issued to Mr.  Jordan and  parties  related to Mr.
Jordan.  The Company  terminated  this agreement on June 17, 1997, and cancelled
the 1,000,000  shares that had been issued to Mr. Jordan and parties  related to
Mr. Jordan.

<PAGE>


                            HARVARD SCIENTIFIC CORP.
                          (A DEVELOPMENT STAGE COMPANY)


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

NOTE 13 - SUBSEQUENT EVENTS (CONTINUED)

On July 14, 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 $700,000 of the principal amount plus interest. The conversion at
80% of market price  resulted in the issuance of 864,523  shares of common stock
to the investor.

                                        
                                                                            
                                                                             
                                                                           
                                                                     
                                                                            
                                                                         
                                                                           
                                                                               
                                                                              
                                                                             
                                                                              
                                                                             
                                                                             
                                                                            
                                                                             
                                                                             
                                                                            
                                                                            
                                                                              
                                                                             
                                                                             



<PAGE>

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

Results of Operations

      The Registrant's  major  transaction  during the first quarter of 1997 was
the issuance of $5,000,000 in 6% Convertible Debentures. This issuance brought a
net of $4,375,000 into the Registrant's  general operating account.  Indeed, all
of the cash generated by the Registrant's operations during the first quarter of
1997 came from the issuance of the Debentures.

Comparison of the three month period ended March 31, 1997,  with the three month
period ended March 31, 1996.

      The  Registrant  reported no net sales  during the first  quarter of 1997,
and,  accordingly,  reported  no cost of sales  during  that  period.  The first
quarter of 1996 saw net sales of $26,959 and cost of sales of $85,675, resulting
in a negative  gross profit of  ($58,716).  The  difference in the sales figures
between the two quarters was attributable to the Registrant's  complete focus on
raising  capital in 1997 for the purpose of completing  the required  regulatory
review  process  on its  erectile  dysfunction  product  by the  FDA  and  other
regulatory  agencies,  as  opposed  to limited  promotions  of the  Registrant's
products in 1996.

      During the first  quarter  of 1997,  the  Registrant  also  experienced  a
significant  increase in  operating  expenses  over those  recorded in the first
quarter of 1996.  Total  operating  expenses for the first  quarter of 1997 were
$1,860,861, an increase of $1,524,937 over the $335,924 incurred during the same
quarter of 1996.

      The primary  difference  in  operating  expenses  between the two quarters
occurred  in  general  and  administrative   expenses,   i.e.,  an  increase  of
$1,569,006. This increase resulted primarily from the issuance of the $5,000,000
in 6% Convertible Debentures in March 1997. The Registrant paid finders' fees of
approximately  $750,000 in connection with the investment capital transferred to
it in  exchange  for  the  Debentures.  Also,  the  Registrant  incurred  legal,
accounting and public relations  expenses of  approximately  $576,000 during the
first  quarter of 1997,  almost all of which were in  connection  with,  or as a
result of, the issuance of the Debentures in March 1997.

      All of the  general  and  administrative  expenses  incurred  in the first
quarter of 1997 represent  significant  increases over such expenses incurred in
the  first  quarter  of 1996.  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


                                    -3-

<PAGE>



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

      At the end of the first quarter of 1997,  the  Registrant  reported  total
assets of  $4,421,656.  This  compares with total assets at December 31, 1996 of
$85,527.  The  primary  reason  for the  increase  was the  increase  in cash of
$3,497,023 and the  appearance of deferred debt issue costs of $625,000;  all in
connection with the Debentures issued in March 1997.

      The Registrant's  total current  liabilities for the first quarter of 1997
also increased  significantly over the total current liabilities at December 31,
1996.  Total current  liabilities at the end of March 31, 1997 were  $5,573,953,
compared with $535,223 at December 31, 1996. Again, the difference resulted from
the issuance of the $5,000,000 in 6% Convertible Debentures in March 1997.

      The  Registrant  also issued  shares of its common  stock during the first
quarter of 1997.  A total of  1,520,000  shares were issued in  connection  with
legal  and  consulting  services  and for  services  rendered  by  officers  and
directors of the Registrant.  The Registrant  anticipates  that it will continue
the practice of issuing shares of its common stock as compensation  for services
rendered to the Registrant.


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  10-Q  filed  with the
Securities and Exchange Commission on or about May 23, 1997.

Item No. 2.       Changes in Securities.

      The Registrant  incorporates  herein by this reference the  description of
Changes in  Securities  contained in the  Registrant's  Form 10-Q filed with the
Securities and Exchange Commission on or about May 23, 1997.

Item No. 3.       Defaults Upon Senior Securities.

      The Registrant  incorporates  herein by this reference the  description of
Defaults Upon Senior  Securities  contained in the Registrant's  Form 10-Q filed
with the Securities and Exchange Commission on or about May 23, 1997.


                                    -4-

<PAGE>



Item No. 4.       Submission of Matters to a Vote of the Security
                  Holders.

      The Registrant  incorporates  herein by this reference the  description of
Submission  of  Matters  to a Vote  of the  Security  Holders  contained  in the
Registrant's  Form 10-Q filed with the Securities and Exchange  Commission on or
about May 23, 1997.

Item No. 5.       Other Information.

      The Registrant  incorporates  herein by this reference the  description of
Other  Information  contained  in the  Registrant's  Form  10-Q  filed  with the
Securities and Exchange Commission on or about May 23, 1997.




Item No. 6.       Exhibits and Reports on Form 8-K.

      A.    Exhibits

      The Registrant  incorporates  herein by this reference the  description of
Exhibits  contained in the Registrant's  Form 10-Q filed with the Securities and
Exchange Commission on or about May 23, 1997.


      B.    Reports on Form 8-K

      The Registrant  incorporates  herein by this reference the  description of
Reports  on Form 8-K  contained  in the  Registrant's  Form 10-Q  filed with the
Securities and Exchange Commission on or about May 23, 1997.






                                    -5-

<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: July 18, 1997.

                                    HARVARD SCIENTIFIC CORP.



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



                                    -6-