SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB
                                   -----------
              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) of the
                             SECURITIES ACT OF 1934

                      For the quarter ended March 31, 2001
                         Commission File Number 0-28392

                            HARVARD SCIENTIFIC CORP.
                            ------------------------

             (Exact Name of Registrant as Specified in its Charter)

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

                1325 Airmotive Way, Suite 125, Reno, Nevada 89502
      --------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

       Registrant's Telephone Number, Including Area Code: (954) 630-1718

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


                    Common Stock, Par Value $0.001 Per Share

                   Preferred Stock, Par Value $0.001 Per Share

                                (Title of Class)

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

(1) Yes [ ] No [X] (2) Yes [ ] No [X]

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

  Common Stock, Par
Value $0.001 Per Share                                   29,325,712
----------------------                        ------------------------------
  (Title of Class)                            (Number of Shares Outstanding
                                                     on June 1, 2001)
                                       1
<PAGE>

                                     Part I

Item No. 1. FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                            HARVARD SCIENTIFIC CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                                  BALANCE SHEET

                                     ASSETS
                                     -----

                                                                           March 31,           December 31,
                                                                             2001                 1999
                                                                         (unaudited)            (Audited)
                                                                     ---------------------------------------

<S>                                                                  <C>                     <C>
Current Assets:
     Cash and cash equivalents                                       $          78           $       1,610
     Prepaid  expenses                                                        --                      --
     Note and interest receivable (Note 6,8 & 9)                              --
     Reserve for receivables (Note 6,8 & 9)                                   --                (2,751,493)
     Accounts receivable - employees                                          --                      --
     Accounts receivable - other                                              --                      --
     Product Inventory                                                        --                      --
                                                                     ---------------------------------------
        Total Current Assets
                                                                                78                   1,610
                                                                     ---------------------------------------
Equipment and Leasehold Improvements:
     At cost, less accumulated depreciation
     of $35,461 at December 31, 1998  (Notes 3)                               --                      --
                                                                     ---------------------------------------
Intangible Assets:
     Intellectual Property (Note 4)                                           --                      --
                                                                     ---------------------------------------
Other Assets:
     Deposits                                                                  300                     300
                                                                     ---------------------------------------
        TOTAL ASSETS                                                 $         378           $       1,910
                                                                     =======================================

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

Current Liabilities:
     Accounts payable                                                $     297,905           $     349,753
     Accrued expenses (Note 5)                                              23,763                    --
     Notes and leases payable (Note 6)                                     223,600                    --
                                                                     ---------------------------------------
       Total Current Liabilities                                           545,268                 349,753
Long-Term Liabilities:                                                        --                      --
                                                                     ---------------------------------------
Stockholders' Equity:
    Common Stock,  $.001 par value;                                    100,000,000
       shares  uthorized;                                                                       9,500,712,
        6,153,737 and 5,988,712 shares issued
       and outstanding at December 31, 2000, 1999 and 1998,
       respectively                                                         64,884                  61,537
    Preferred Stock, 10,000,000 shares authorized, none
        issued and outstanding                                                --                      --
    Additional paid-in capital                                          13,040,814              12,841,840
    Deficit accumulated during the development stage                   (13,650,589)            (13,251,220)
                                                                     ---------------------------------------
       Total Stockholders' Equity                                         (544,891)                   --
        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $         378           $       1,910

                                                                     =======================================
</TABLE>
                                       2
<PAGE>


<TABLE>
<CAPTION>

                            HARVARD SCIENTIFIC CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS

                                                                                                                   1/13/87
                                                                                                                 (Inception)
                                                         December 31,        December 31,          December 31,      to
                                                           2000                 1999                  1998         12/31/00
                                                         (Audited)            (Audited)             (Audited)     (Unaudited)
                                                         ---------            ---------            ---------       ---------

<S>                                                   <C>                  <C>                  <C>             <C>
Net Sales                                             $       --           $       --           $       --      $    187,387
Cost of  Sales                                                --                   --                   --           221,557
                                                         ---------            ---------            ---------       ---------
     Gross Profit                                             --                   --                   --           (34,170)
                                                         ---------            ---------            ---------       ---------
Operating Expenses:
  General and administrative expenses                      256,203               80,385            2,204,248       6,877,043
   Research and development                                 69,500               46,079            1,035,638       2,954,776
   Depreciation and amortization                              --                   --                275,080         910,927
                                                         ---------            ---------            ---------       ---------
    Total Operating Expenses                               325,703              126,464            3,514,966      10,742,746
                                                         ---------            ---------            ---------       ---------
    Loss from Operations                                  (325,703)            (126,464)          (3,514,966)    (10,776,916)
                                                         ---------            ---------            ---------       ---------
Other Income (Expense):
   Settlements                                             (50,000)                --                (70,354)       (835,983)
   Foregiveness of Debt                                       --                 79,057              968,901       1,047,958
   Interest Income                                            --                     62                5,875           7,500
   Dividend Income                                            --                   --                 11,510          62,963
   Interest Expense                                        (23,665)                --               (100,776)     (2,109,574)
   Loss on disposition of Assets or Securities                --                 (9,838)          (1,012,198)     (1,046,536)
                                                         ---------            ---------            ---------       ---------
    Total Other Income and Expense                         (73,665)              69,281             (197,042)     (2,873,672)
                                                         =========            =========            =========       =========
Net Loss                                              $   (399,368)        $    (57,183)        $ (3,712,008)   $(13,650,588)
                                                         =========            =========            =========       =========
Loss per Common Share                                 $      (0.05)        $      (0.01)        $      (0.69)   $      (2.44)
                                                         =========            =========            =========       =========
Weighted Average Shares Outstanding                      7,827,225            6,071,225            5,363,250       5,435,701
                                                         =========            =========            =========       =========
</TABLE>

                                        3

<PAGE>

<TABLE>
<CAPTION>


                            HARVARD SCIENTIFIC CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                       STATEMENTS OF STOCKHOLDERS' EQUITY
              For the Years ended DECEMBER 31, 1998, 1999 and 2000


                                                                                                      Deficit
                                                            Common Stock             Additional        From
                                                     ----------------------------      Paid-in       Inception
                                                       Shares           Amount         Capital        To Date            Total
                                                     ------------    ------------    ------------    ------------    ------------
<S>                                                    <C>           <C>             <C>             <C>             <C>
Balance at year end December 31, 1997                  33,441,373    $     33,441    $  8,694,904    $ (9,482,027)   $   (753,682)
Issuance of shares in conversion of debt                1,036,064           1,036         260,882            --           261,918
February 2, 1998, adjustment of shares to
   effect a one-for-ten reverse split                 (31,029,693)           --              --              --              --
Issuance of shares for a commitment to a
   financing agreement                                  1,580,278          15,803       4,984,197            --         5,000,000
Issuance of shares for fees and services                  117,500           1,175         324,809            --           325,984
Issuance of shares for cash                             1,058,000          10,580       3,163,418            --         3,173,998
Net reversal of Reeivable due from related
   parties reflecting the sale of stock Rule 16(b)           --              --           (17,197)           --           (17,197)
Shares returned to Treasury - legal settlement           (270,200)         (2,702)           --              --            (2,702)
Issuance of shares for legal settlement                    55,390             554          59,799            --            60,353
Inventory contributed                                        --              --            18,000            --            18,000
Reserve for promissory note receivable                       --              --        (4,684,198)           --        (4,684,198)
Net (loss) for the Year ended
   December 31, 1998                                         --              --              --        (3,712,010)     (3,712,010)
                                                     ------------    ------------    ------------    ------------    ------------
Balance at year end December 31, 1998                   5,988,712    $     59,887    $ 12,804,614    $(13,194,037)   $   (329,536)
Issuance of Shares for fees and services                  165,025           1,650          15,226            --            16,876
Reduction of Note receivable                                 --              --            22,000            --            22,000
Net (loss) for the year ended
   December 31, 1999                                         --              --              --           (57,183)        (57,183)
                                                     ------------    ------------    ------------    ------------    ------------
Balance at year end December 31, 1999                   6,153,737    $     61,537    $ 12,841,840    $(13,251,220)   $   (347,843)
Issuance of Shares for cash
   and services                                         3,346,975           3,347         198,974            --           202,321
Net (loss) for the year ended
   December 31, 2000                                        --               --              --              --              --
                                                     ------------    ------------    ------------    ------------    ------------
Balance at year end December 31, 2000                   9,500,712    $     64,884    $ 13,040,814    $(13,251,220)   $   (145,522)
                                                     ============    ============    ============    ============    ============
</TABLE>

                                       4
<PAGE>

<TABLE>
<CAPTION>

                            HARVARD SCIENTIFIC CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF CASH FLOWS

                                                                                                                     1/13/87
                                                                                                                   (Inception)
                                                           Year ended         December 31                              to
                                                              2000              1999                 1998            12/31/00
                                                            (Audited)         (Audited)           (Audited)        (Unaudited)
                                                          ------------       ------------       ------------       ------------
<S>                                                       <C>                <C>                <C>                <C>
Net Loss                                                  $   (399,368)      $    (57,183)      $ (3,712,008)      $(14,619,489)
Adjustments to Reconcile Net Loss to
 Net Cash Provided by (Used in)
 Operating Activities:
  Book value of assets sold                                       --                 --                 --                6,483
 Loss on disposition of securities or assets                      --                9,838          1,012,199          1,022,037
 Forgiveness of debt                                              --              (79,057)          (968,901)        (1,047,958)
 Depreciation and amortization                                    --                 --              118,830            285,928
 Amortization of Debt Issuance cost                               --                 --              156,250            625,000
 Issuance of stock for director's fees
   and employment services                                      25,000               --               40,100          1,314,875
 Issuance of stock for consulting & legal fees                  35,821               --              283,181            319,002
  Issuance of stock for Property Rights                           --                 --                 --                2,000
 Issuance of stock in legal settlement                          70,000               --               60,354            926,208
  Discount on Convertible Debentures                              --                 --                 --            1,750,000
  Interest Expense converted to Stock                             --                 --               11,917             98,795
 (Increase) decrease in assets:
   Prepaid expenses                                               --               37,173               --               37,173
  Deposits/Retainers                                              --                1,210              7,112            (37,474)
   Other Assets                                                   --               31,297            (13,297)            18,000
 Increase (decrease) in liabilities:
  Accounts payable                                             (51,848)            77,951            345,830            376,960
    Accrued expenses                                            23,763            (63,662)           (89,373)            15,147
  Due to/from related parties                                     --                 --              514,040            310,300
                                                          ------------       ------------       ------------       ------------
          Total Adjustments                                    102,736             14,750          1,478,242          6,022,476
                                                          ------------       ------------       ------------       ------------
Net Cash (Used) by Operating Activities                   $   (296,632)      $    (42,433)      $ (2,233,768)      $ (8,597,013)
                                                          ------------       ------------       ------------       ------------
Cash Flows from Investing Activities:
  Cash from sale (purchase) of equipment                          --                 --                 --              (78,114)
  Cash from sale (purchase) of Intellectual Rights                --                 --                 --             (150,000)
  Capitalized organization costs                                  --                 --                 --             (150,924)
                                                          ------------       ------------       ------------       ------------
   Net Cash Used in Investing Activities                          --                 --                 --             (379,038)
                                                          ------------       ------------       ------------       ------------
Cash Flows from Financing Activities:
 Proceeds from issuance of capital stock,
  net of offering costs                                         71,500             38,876          3,173,999          4,656,321
  Proceeds from debt converted to capital stock                   --                 --                 --              250,000
  Proceeds from debt                                              --              223,600               --              662,339
  Proceeds from debentures, net of costs                          --                 --                 --            5,343,901
 Principal payments on debt                                       --               (8,263)        (1,800,000)        (1,936,432)
                                                          ------------       ------------       ------------       ------------
  Net Cash Provided by Financing Activities                    295,100             30,613          1,373,999          8,976,129
                                                          ------------       ------------       ------------       ------------
Net Increase (Decrease) in Cash                                 (1,532)           (11,820)          (859,769)                78
Cash at beginning of period                                      1,610             13,430            873,199               --
                                                          ------------       ------------       ------------       ------------
Cash at end of period                                     $         78       $      1,610       $     13,430       $         78
                                                          ============       ============       ============       ============
</TABLE>

                                       5
<PAGE>

                            HARVARD SCIENTIFIC CORP.
                          (A DEVELOPMENT STAGE COMPANY)

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


NOTE 1 - NATURE OF BUSINESS AND ORGANIZATION

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

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

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

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

     1.  An Intraureathral  therapeutic  treatment for male erectile dysfunction
         ("Male Intraureathral Product")

     2.  A topical  therapeutic  treatment for male erectile  dysfunction ("Male
         Topical Product")

     3.  A topical therapeutic  treatment for female sexual dysfunction ("Female
         Topical Product"), and

     4.  An orally administered form of liposomal,  lyophilized  Apomorphine for
         the treatment of male erectile dys-function ("Male Oral Product")

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

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

Organization:
The  Company was  incorporated  under the laws of the State of Nevada on January
13, 1987.  Effective  February 2, 1998, the Company  approved a 1 for 10 reverse
stock split.  Shares  outstanding  went from  34,477,437  on February 1, 1998 to
3,447,769  just after the split.  The Company is moving forward with a strategic
plan to  facilitate  marketing of its  products in a manner which is  consistent
with enhancing its corporate image and further increasing shareholder value. All
figures in this  Report give  effect to  previous  stock  splits and the reverse
stock splits, and previously stated number of shares is appropriately  restated.
The Company has 100,000,000 shares of Common Stock authorized.  In addition,  on
July 9, 1998, the shareholders of the Company  authorized  10,000,000  shares of
"blank check" Preferred  Stock,  none are outstanding on December 31, 2000, 1999
or 1998.
                                       6
<PAGE>

                            HARVARD SCIENTIFIC CORP.
                          (A DEVELOPMENT STAGE COMPANY)

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


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

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

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

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

                                       7
<PAGE>

                            HARVARD SCIENTIFIC CORP.
                          (A DEVELOPMENT STAGE COMPANY)

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

NOTE 3 - EQUIPMENT & LEASEHOLD IMPROVEMENTS

Equipment and building improvements consists of the following:

                                                    December 31, 1998
                                                    ----------------
Equipment & Leasehold Improvements                    $       45,299
Less:  Accumulated depreciation                               35,461
                                                    ----------------
                            Total                     $        9,838
                                                    ================

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

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

NOTE 4 - INTELLECTUAL PROPERTIES

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

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

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

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

On November 20, 1997,  the Company  agreed to exchange  200,000 shares of common
stock,  which has been issued,  to BTI for the  Intellectual  Property Rights to
Prostaglandin E1 Lyophilized Liposomes for the use of treatment of Psoriasis. In
addition,  the Company is to pay BTI $150,000.  BTI was to receive a 3% override
on royalties of the  Psoriasis  product.  On June 11, 1998,  BTI and the Company
agreed  that BTI would  transfer  an  irrevocable  royalty-free  license  to all
intellectual property,  intangibles,  patents, trade secrets,  trademarks, trade
names and goodwill relating to BTI that exists or is in development, relating to
male  and/or  female  sexual  dysfunction,  for the  return of the  intellectual
property related to the Psoriasis product that BTI previously had transferred to
the Company and the granting to BTI registration right (effective July 28, 1998)
as to all shares of the Company's  common stock held by BTI on July 20th,  1998.
In addition,  all royalty  agreements with respect to products other than sexual
dysfunction  have  been  terminated.   In  addition,  the  Company  forgave  the
indebtedness of BTI of $892,819.  The debt forgiveness is treated as part of the
cost of the intellectual properties received from BTI.

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

                                       8
<PAGE>
                            HARVARD SCIENTIFIC CORP.
                          (A DEVELOPMENT STAGE COMPANY)

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

NOTE 5 - ACCRUED EXPENSES

Accrued expenses consist of the following:


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

        Total                          $     23,763           $     63,662
                                       =================      =================

NOTE 6- NOTES PAYABLE

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

          Note Holder                                       Amount
          -----------                                     ---------
          Snell                                           $     500
          Hidden Splendor                                    25,000
          Medhat Gorgy                                       65,000
          Pyramid Laboratories                              133,100
                                                          ---------
           Total                                          $ 223,600
                                                          =========

NOTE 7 - RELATED PARTY TRANSACTIONS

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

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

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

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

                                       9
<PAGE>

                            HARVARD SCIENTIFIC CORP.
                          (A DEVELOPMENT STAGE COMPANY)

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


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

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

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

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

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

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

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

                                       10
<PAGE>
                            HARVARD SCIENTIFIC CORP.
                          (A DEVELOPMENT STAGE COMPANY)

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

NOTE 8 - INCOME TAXES

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

NOTE 9 - CONTINGENCIES

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

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

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

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

NOTE 10 - UNCERTAINTY - GOING CONCERN

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

NOTE 11 - SETTLEMENTS

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

 Harvard  Scientific  Corporation vs. David E Jordan,  Case No.  98-2031-CA-16-P
filed in the circuit court of the 18th  Judicial  Circuit,  in Seminole  County,
Florida,  filed on or about October 1, 1998.  David E. Jordan  ("Jordan")  was a
consultant to the Company. On May 15, 1997, the Board of Directors  considered a
resolution engaging Jordan for his services.  At that time the Company discussed
a compensation of $15,000 per month plus 100,000 shares (restated to reflect the
1 for 10 reverse  split  effective  February  2, 1998) of the  Company's  Common
Stock. A Consulting  Agreement was never  consummated.  Despite the fact that no
agreement was consummated,  stock certificates  evidencing 100,000 shares of the
Company's  Common Stock were issued and  delivered to Jordan on June 6, 1997. On
or about June 17, 1997,  the Company  cancelled  the 100,000  shares  issued and
delivered to Jordan.  In April 1997,  prior to the issuance  date of the 100,000
shares, Jordan marketed and sold portions of these shares. Jordan also presented
himself as an agent of the Company in the sale of these shares when,  indeed, he
had never  received the  authority to do so. This case was settled and dismissed
by a Court Order dated April 17, 2000.  Harvard  issued  125,000 shares to David
Jordan.
                                       11

<PAGE>
                            HARVARD SCIENTIFIC CORP.
                          (A DEVELOPMENT STAGE COMPANY)

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

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

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


NOTE 12 - SUBSEQUENT EVENTS

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

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

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

                                       12
<PAGE>

ITEM NO. 2. Management's Discussion and Analysis or Plan of Operation

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

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

OVERVIEW:

Harvard  Scientific  Corporation has been exclusively a  biopharmaceutical  drug
development  company.  The  Company's  corporate  objective  has been to utilize
medically  researched  and developed drug  substances,  determine the ability of
these  substances to be encapsulated in liposomes and to determine the potential
market for such products. However, the company's primary focus may shift from an
exclusive   biopharmaceutical  drug  development  company  to  an  Entertainment
Conglomerate.  The  Company  has  acquired  four,  Florida  based  entertainment
companies and may begin to identify and acquire other appropriate  entertainment
related   companies.   The   Company   may   eventually   further   develop  its
biopharmaceutical  products under a separate name and company,  to be determined
at a later date. The focus of the Company's activity over the next twelve months
will be to attempt to further  develop,  produce  and  distribute  the  existing
projects in the  Company's  recently  acquired  wholly owned  subsidiaries.  The
Company and its new management  are currently in the process of discharging  the
Company's  outstanding debts, and is actively  negotiating with its debt holders
to this end. The Company may use cash or Company securities for this purpose and
to the extent  funds are  required  may seek loans or stock  purchases  by third
parties, the sale of assets of the newly acquired subsidiaries or personal loans
from the officers and directors of the Company.
The Board of Directors of the Company will be increased to seven  members.  As a
condition  to fund  from  the  underwriters  of the  proposed  loan to La  Playa
Studios,  Inc. for the design,  construction  and  operation  of the  production
facilities,  two board  positions  will be reserved for their  appointment.  The
current Board of Directors will seek qualified individuals with solid experience
in the entertainment industry to complete the Board of Directors.

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

         Gladiator Films,  Inc. is now a wholly owned subsidiary of the Company.
Gladiator Films, Inc is a producer of feature length motion pictures.  Gladiator
Films,  Inc.  is a newly  formed  company  and has of yet  produced  any  films.
Gladiator Films, Inc. has entered into a distribution agreement with AKA Movies,
Inc.  to  distribute  its films  worldwide.  Gladiator  Films,  Inc.  intends to
develop, produce and distribute up to three feature length motion pictures every
year. La Playa Studios, Inc. is a wholly owned subsidiary of the Company. Daniel
De Liege is the president of La Playa Studios,  Inc. La Play Studios,  Inc. is a
newly formed  corporation  whose sole purpose is to attempt to design,  develop,
construct and operate a full service television, film and music recording studio
within the boundaries of Miami Dade County.  La Playa  Studios,  Inc has applied
for the needed  financing  for this  project.  Through an  Interlocal  Agreement
between  Miami  Dade  County  and  Capital  Finance  Authority,  funds  of up to
$150,000,000 are available for this project. There can be no assurances that the
Company will actually  receive these funds.  It is anticipated  that the project
will be completed  in the Summer of 2003,  although  there is no assurance  that
this time table can be met, assuming the project goes forward.

Four Starz Holdings,  Inc. is a wholly owned subsidiary of the Company.  Abraham
M.  Daniels,  Chairman  and  Chief  Executive  Officer  of the  Company,  is the
President  of Four Starz  Holdings,  Inc.  Four Starz  Holdings,  Inc.  owns the
copyright to five screenplays with talent under contract and foreign territorial
rights  sold  under  contract.  Eric  Roberts is under  contract  to star in the
suspense   thriller  "M".  This  screenplay  was  pre-sold  in  several  foreign
territories  totaling  more  than $ 932,000  in sales  under  contract.  Michael
Dudikoff  is under  contract  to star in the action  film  "Death  Game" and has
foreign  pre-sale  contracts  totaling  more than $ 776,100 USD. The  screenplay
"Kumite" has $ 123,000 in foreign  pre-sale  contracts,  "Elian" has more than $
111,600 in foreign pre-sale  contracts.  All foreign pre-sales were made under a
license  agreement  with foreign sales agent Belfair  International,  LTD at the
2000 Cannes Film Festival.  Four Starz Holdings, Inc. also owns the copyright to
the  screenplay  entitled  "Open  Hearts" based on the best selling novel of the
same name.
                                       13

<PAGE>

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

Liquidity and Capital Resources -

To complete the regulatory  process for its products,  the Company  estimates it
will need as much as  $12-million  for the Female Topical  Product,  potentially
$10-million for the Male Topical Product and as much as $12-million for the Male
Intraurethral  Product.  Up to an  additional  $20-million  may be  required  to
complete testing and bring to market the Company's additional products. However,
regulatory  and  testing  costs per product for these  additional  products  are
projected to be lower due to data generated by the CMC, animal and clinical data
related  to the  Male  Intraurethral  Product.  It is not  anticipated  that any
material  amount of funds will be expended for these purposes during the next 12
months.
The Company  expects to obtain  capital funds either from the issuance of common
stock or debt.  Management is working extensively on obtaining financing for the
Company. It is expected that external sources will be available to provide these
funds, but there can be no guarantees of such funding.  . If additional  capital
is not  secured,  there is  considerable  doubt about the  Company's  ability to
continue as a going concern.
Results of Operations:

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

The Company's  total current  liabilities  for the quarter ending March 31, 2001
are $545,268

                                       14
<PAGE>

                                     Part II

                                Other Information

ITEM NO. 1. Legal Proceedings

Registrant  incorporates  herein  by this  reference  the  description  of legal
proceedings  contained in the Registrant's Form 10-KSB filed with the Securities
and Exchange Commission on April 18, 2001.

ITEM NO. 2. Changes in Securities and Use of Proceeds

Any changes  regarding the  securities or use of proceeds of the  Registrant are
described in the Registrant's Form 10-KSB filed with the Securities and Exchange
Commission on April 18, 2001. Such  information is  incorporated  herein by this
reference.

ITEM NO. 3. Defaults Upon Senior Securities

None

ITEM NO. 4. Submission of Matters to a Vote of Security Holders

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

ITEM NO. 5. Other Information

None.

ITEM NO. 6. Exhibits and Reports on Form 8-K

A. Exhibits

(2) Plan of acquisition, reorganization, liquidation or succession:

NONE.

(3) (i) Articles of Incorporation*
(ii) By-laws*

(27) Financial Data Schedule.

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

B. Reports on Form 8-K

Registrant  incorporates herein by this reference the Registrants Form 8-K filed
with the  Securities  and  Exchange  Commission  on March 19, 2001 and April 23,
2001.
                                       15

<PAGE>

                                   Signatures
                                   ----------

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

                            HARVARD SCIENTIFIC CORP.
                            ------------------------

         Name                                           Title
         Date

/s/ Daniel De Liege                            President, and Chief Financial
--------------------                           Officer
    Daniel De Liege
    June 4, 2001


                                       16
<PAGE>