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Summers David P – ‘PREC14A’ on 11/29/04 re: Endovasc Inc

On: Monday, 11/29/04, at 1:40pm ET · Accession #: 1176721-4-424 · File #: 814-00679

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/29/04  Summers David P                   PREC14A                1:41K  Endovasc Inc                      Nat’l Edgar Svcs Inc/FA

Preliminary Proxy Solicitation Material — Contested Solicitation — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PREC14A     Preliminary Proxy Solicitation Material --            18     58K 
                          Contested Solicitation

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Election of Directors
1	1st Page - Filing Submission
8	Election of Directors

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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 14A
(RULE 14a-101)

 PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. ___)

Filed  by  the  registrant  [  ]                                                

Filed  by  a  party  other  than  the  registrant  [X]                          

Check  the  appropriate  box:                                                   
[  ]  Preliminary  Proxy  Statement.                                            
[  ]  Confidential,  for  use  of  the  Commission  only  (as  permitted By Rule
14a-6(e)(2)).                                                       
[  ]  Definitive  Proxy  Statement.                                             
[  ]  Definitive  Additional  Materials.                                        
[X ]  Soliciting  Material  Pursuant  to  Sec.  240.14a-12.                     

 ENDOVASC,  INC.
 -----------------------------------------------------------
       (Name  of  Registrant  as  Specified  in  its  Charter)

 DR. DAVID P. SUMMERS, PHD
 -----------------------------------------------------------
    (Name  of  Person(s)  Filing  Proxy Statement, if Other Than the Registrant)

Payment  of  Filing  Fee  (check  the  appropriate  box):                       
[X ]  No  fee  required.                                                        
[  ]  Fee  computed  on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1)    Title  of  each  class  of  securities  to  which  transaction  applies:  
2)    Aggregate  number  of  securities  to  which  transaction  applies:       
3)    Per  unit  price  or  other  underlying  value  of  transaction  computed 
   pursuant  to  Exchange  Act  Rule  0-11  (set  forth  amount  on  which
filing  fee  is  calculated  and  state  how  it  was  determined): 
4)    Proposed  maximum  aggregate  value  of  transaction:                     
5)    Total  fee  paid:                                                         
[  ]  Fee  paid  previously  with  preliminary  materials.                      
[  ]  Check   box  if  any part of the fee is offset as provided by Exchange Act
Rule  0-11(a)(2)  and  identify  the filing for which the offering fee was  paid
previously.  Identify  the previous filing by registration statement  number, or
the  Form  or  Schedule  and  the  date  of  the  filing.                       
1)   Amount  previously  paid:                              
2)   Form,  Schedule  or  Registration  Statement  No.:     
3)   Filing  Party:                                         
4)   Date  Filed:                                           

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 DR. DAVID P. SUMMERS, PHD
3158 CANTERBURY LANE
 MONTGOMERY, TEXAS 77356

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

ANNUAL MEETING OF STOCKHOLDERS
 HELD ON NOVEMBER 19, 2004 BUT
RESCHEDULED TO DECEMBER 17, 2004
FOR LACK OF A QUORUM OF MAJORITY
SHAREHOLDERS

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

To  My  Fellow  Stockholders:                                                   

Let  me  take  the  opportunity to introduce myself.  I am Dr. David P. Summers,
PhD.  I  am the founder of Endovasc, Inc. and the inventor of almost 100% of its
technology  (both patented and subject to trade secret protection).  I am also a
fellow shareholder of Endovasc, Inc. with over 10,000,000 shares in the company.
As  you  can see, I have a vested financial interest in the long term success of
the  company.                                                                   

I  am  writing  to  you  because  I want your proxy  to get majority shareholder
voting control over Endovasc, Inc. I want majority control to stop the run-a-way
management  style of the current officers and directors of the company.  My plan
is simple, but I need your help to make a "clean sweep" of entrenched management
who  has  led  us  down  the  slippery  path  to  historic  lows in share value.

First,  I  want  to  stop  the  loss  in  share value which is at historic lows.
Second,  I  want to make sure that 200,000,000 new shares don't flood the market
and  further  dilute share value.  Third, I want to fire all of the officers and
directors of the company and replace them with a new slate of nominees.  Fourth,
I  want  to make sure that (a) the existing Endovasc products get to market with
all  the improvements that only I as the inventor can give them and to (b) add a
line-up  of  new  and  exciting  medical products that I have either invented or
co-founded.                                                                     

Here  is  what  I  request.                                                     

Vote  "NO"  to all of the proposals your have received in the Proxy Solicitation
of  management  of  Endovasc,  Inc.                                             

Vote  "Yes"  on  the  BLUE  PROXY form granting me your "YES" vote on my plan to
attend  the  reschedule  Annual  Meeting  of  Shareholders  which is now set for
December 17, 2004.  The original annual meeting set for November 19, 2004 had to
be  continued  for lack of a quorum of shareholders. On December 17, 2004, armed
with  a  majority of your "YES" proxy votes, I will fire all of the officers and
directors  of  Endovasc,  Inc.  and  vote  into  office a new slate of three (3)
directors  and  officers  composed  of  DR.  DAVID P. SUMMERS, PHD to serve as a
Director  and  President;  JANET TAN to serve as a Director; ROBERT A. BRANER to
serve  as  a  Director;  and  MELISSA  BLUE to serve as secretary-treasurer.  If
necessary,  we  will  appoint  two (2) additional Directors to fill the expanded

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five member board of directors from a list of independent candidates that we are
currently  reviewing.                                                           

Under  new leadership, we can turn the corner of doom in less than 12 months and
be  on  our way to becoming a FIRST CLASS company.  If I don't deliver what I am
preaching  deliver by this time next year then you have the voting power to make
whatever changes you want at the 2006 Annual Meeting of Shareholders.  Remember,
this  is  your  company and you the shareholders can and must control management
when  it  acts  contrary  to  your  financial  interests!                       

At  the  Annual  Meeting  of Stockholders of Endovasc, Inc. to be held at Havens
Landing, 19785 State Highway 105 West, Montgomery,  Texas,  on December 17, 2004
(rescheduled  from  November  19,  2004  for  lack  of  a quorum, management has
provided  you  with  Proposal  Nos.  1, 2, 3 and 4.  Each and every one of these
proposals should be voted "NO" any your should vote "YES" to the Proposals A, B,
C  and  D  of  Dr.  David  P.  Summers,  PhD.                                   

 VOTE "NO" TO MANAGEMENT'S PROPOSALS

     1.   To  elect one director to serve for a three-year term and until his or
her  successor  is  elected  and  qualified.                                    

     2.   To  ratify the selection of Ham, Langston & Brezina LLP as independent
auditors  for  the  fiscal  year  ending  June  30,  2005.                      

     3.   To  amend  the  Company's  Articles  of  Incorporation  to increase to
400,000,000  the  number  of  shares of Common Stock, $.001 par value per share,
we  are  authorized  to  issue.                                                 

     4.   To transact such other business as may properly come before the Annual
Meeting  or  any  adjournments  thereof.                                        

VOTE  "YES"  TO  DR.  DAVID  P.  SUMMERS  PROPOSAL  NOS.  A,  B,  C  AND  D.    

A.     Fire  all  of  the  officers  and  directors  of  Endovasc,  Inc.        

B.     Vote into office a new slate of three (3) directors and officers composed
of  DR. DAVID P. SUMMERS, PHD to serve as a Director and President; JANET TAN to
serve  as  a Director; ROBERT A. BRANER to serve as a Director; and MELISSA BLUE
to  serve  as  secretary-treasurer.                                             

C.     If  necessary,  we  will appoint two (2) additional Directors to fill the
expanded  five  member  board of directors from a list of independent candidates
that  we  are  currently  reviewing.                                            

D.     Give  Dr. David P. Summers PhD your discretionary proxy to hold a meeting
of  the  majority  shareholders  of  Endovasc,  Inc.  to  immediately  implement
Proposals  A,  B,  and  C.                                                      

     Management  has  set the  record date for the Annual Meeting is October 19,
2004. Holders of our Common Stock, $.001 par value per share, and holders of the
Company's Series NDC Common  Stock,  $.001  par value per share, of record as of
October  19, 2004 are entitled  to  notice of and to vote at the Annual Meeting.

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These proxy materials and  the  form  of  proxy  accompanying  them  were  first
sent  or  given  to  the  Company's  stockholders  on  October  25,  2004.      

     YOUR  VOTE  IS IMPORTANT. WE ASK YOU TO COMPLETE, DATE, SIGN AND RETURN THE
ACCOMPANYING  PROXY  WHETHER  OR  NOT  YOU  PLAN  TO  ATTEND THE ANNUAL MEETING.
SIGNATURE OF A PROXY WILL NOT AFFECT YOUR RIGHT TO REVOKE THE PROXY IF YOU LATER
DECIDE  TO  ATTEND  THE  MEETING  AND  VOTE IN PERSON. IF YOU PLAN TO ATTEND THE
ANNUAL  MEETING  TO VOTE IN PERSON AND YOUR SHARES ARE REGISTERED IN THE NAME OF
YOUR  BROKER,  NOMINEE OR BANK, YOU MUST SECURE A PROXY FROM THE BROKER, NOMINEE
OR  BANK  ASSIGNING  VOTING  RIGHTS  TO  YOU  FOR  YOUR  SHARES.                

                RESPECTFULLY  SUBMITTED,

                         By: /s/ Dr. David P. Summers, PhD
                             -----------------------------
                         Dr. David P. Summers, PhD

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November  22,  2004                                                             
Montgomery,  Texas  77356                                                       

                                                       DAVID P. SUMMERS, PHD
                                                      3158 CANTERBURY LANE
                                                         MONTGOMERY, TEXAS 77316

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

 PROXY STATEMENT OF DR. DAVID P. SUMMERS PHD
FOR RE-SCHEDULED ANNUAL MEETING OF THE
STOCKHOLDERS OF ENDOVASC, INC.
 SET FOR DECEMBER 17, 2004, AND ANY ADJOURNMENTS

 (Original Annual Meeting Date
November 19, 2004)

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

      APPROXIMATE  DATE  PROXY  MATERIAL  FIRST  SENT  TO  STOCKHOLDERS:
   NOVEMBER  22,  2004

   SOLICITATION  BY  DR.  DAVID  P.  SUMMERS

     The  proxy  furnished  herewith,  for  use  only  at  the Annual Meeting of
Stockholders  of  Endovasc,  Inc.  (the "Company") to be held at Havens Landing,
19785  State  Highway  105  West,  Montgomery,  Texas,  at  2 pm, local time, on
December  17, 2004 (having been rescheduled from November 19, 2004 for lack of a
quorum),  and  any  and  all  adjournments thereof, is solicited by Dr. David P.
Summers PhD, individually. We are making this solicitation by mail and in person
or  by telephone through Dr. David P. Summers, PhD and his proxy agents.  We may
make  arrangements  with  brokerage  houses  or  other  custodians, nominees and
fiduciaries  to  send  proxy  material  to  their  principals.  All  expenses   
incurred  in  this solicitation of proxies will be paid by Dr. David P. Summers,
PhD.                                                                            

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     As  of  the  date  of  these  proxy  materials we are aware that management
plans  on  considering  the  following  matters  at  the  Annual  Meeting:      

     1.   The election of one director to the Board of Directors of the Company.

     2.   The  ratification  of  Ham,  Langston  &  Brezina LLP as the Company's
independent  public  accountants  for  the  fiscal  year  ending  June 30, 2005.

     3.   The  amendment  to the Company's Articles of Incorporation to increase
to  400,000,000  the  number  of  shares  of  Common  stock, $.001 par value per
share,  we  are  authorized  to  issue.                                         

QUORUM  REQUIRED

     At  the  Annual  Meeting  set-for  November 19, 2004, there was a lack of a
quorum.  The  Annual  Meeting  had  to  be  re-scheduled  to  December 19, 2004.

     The  Company  has  two  classes  of  voting  stock  outstanding: the Common
Stock,$.001  par  value  per  share,  and the Series NDC Common Stock, $.001 par
value  per  share.  Together,  these  classes represent all the voting interests
entitled  to  vote  at  the  Annual  Meeting.  The  presence of the holders of a
majority of the issued and outstanding voting interests entitled to vote, either
in  person  or represented by proxy, is necessary to constitute a quorum for the
transaction  of  business at the Annual Meeting. Proxies that withhold authority
to  vote  for a nominee or abstain from voting on any matter are counted for the
purpose  of determining whether a quorum is present. Broker non-votes, which may
occur  when  a  broker or nominee has not received timely voting instructions on
certain  proposals,  are  not  counted  for the purpose of determining whether a
quorum  is  present. If there are not sufficient voting interests represented at
the  Annual  Meeting to constitute a quorum, the Annual Meeting may be adjourned
until  a  specified future date to allow the solicitation of additional proxies.

       VOTE  REQUIRED  FOR  ADOPTION  OF  CERTAIN  MATTERS

     Directors  are  elected  by  a  plurality  of  the votes cast at the Annual
Meeting.  The nominee that receives the greatest number of votes will be elected
even  though  the  number  of  votes received may be less than a majority of the
voting  interests  represented  in  person  or  by  proxy at the Annual Meeting.
Proxies  that withhold authority to vote for a nominee and broker non-votes will
not  prevent  the  election  of such nominee if other stockholders vote for such
nominee  and  a  quorum  is  present.                                           

    The  ratification  of  Ham,  Langston  &  Brezina  LLP  as  the  Company's
independent  public  accountants  requires the affirmative vote of a majority of
the  voting  interests  represented in person or by proxy at the Annual Meeting.

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Proxies that abstain from voting on this proposal have the same effect as a vote
against  this  proposal.  Broker  non-votes  will  not  have  any effect on this
proposal  if  a  quorum  is  present.                                           

     The approval of the amendment to the Company's Articles of Incorporation to
increase the authorized Common Stock requires the affirmative vote of a majority
of the outstanding voting interests. Proxies that abstain from voting and broker
non-votes  have  the  effect  as  a  vote  against  this  proposal.             

     Other  matters  that  are  properly  brought before the Annual Meeting will
require  the  affirmative  vote  of  at lease a majority of the voting interests
represented in person or by proxy at the Annual Meeting. We are not aware of any
other  matters  that will be brought before the Annual Meeting at the time these
Proxy  Materials  were  mailed.                                                 

MAJORITY SHAREHOLDER VOTE IN LIEW OF MEETING
 IS ALLOWED UNDER NEVADA LAW

Dr. David P. Summers, PhD is asking you to do two things in connection with this
proxy.                                                                          

Vote  "NO"  to  all  of  the  proposals  of  managent.                          

Vote "YES" to all of the proposals A, B, C, and D of Dr. Summers as set-forth in
the  BLUE  PROXY.                                                               

DR. Summers wants your proxy vote "YES" so he can on your behalf fire all of the
directors  and  officers  of  Endovasc,  Inc.  on  December  19,  2004  at  the 
re-scheduled Annual Meeting of shareholders.  Next, Dr. Summers wants your proxy
vote  "YES" so he can conduct a majority shareholders meeting in accordance with
Section  78.320  of  the  Nevada  Revised  Statutes.                            

Section  78.320  of  the Nevada Revised Statutes (the "Nevada Law")provides that
the  written  consent  of  the  holders  of outstanding shares of voting capital
stock,  having  not  less  that  the  minimum  number  of  votes  which would be
necessary  to  authorize or take the action  at a meeting  at which  all  shares
entitled  to vote on a matter  were present and voted,  may be  substituted  for
the special  meeting.  According to Section 78.390 of the Nevada Law, a majority
of  the  outstanding  shares  of  voting  capital stock  entitled to vote on the
matter  is  required  in  order to,  among other  things,  elect  directors.  In
order to eliminate the delays in time and costs  involved  in  holding a special
meeting  and  in  order  to install a fully functioning  board of  directors  as
early  as  possible  in  order to effectively govern the Company,  the Company's
majority  shareholders  elected  to  utilize the written consent of the majority
shareholders  of  the  Company  in  lieu  of  a calling a special meeting of the
shareholders.                                                                   

    REVOCABILITY  OF  PROXIES;  DISCRETIONARY  AUTHORITY

     Any stockholder executing a proxy retains the right to revoke it by signing
and  delivering  a proxy bearing a later date, by giving notice of revocation in
writing  to  the  Secretary  of  the Company at any time prior to its use, or by

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voting  in  person at the Annual Meeting. All properly executed proxies received
by  us  and  not revoked will be voted at the Annual Meeting, or any adjournment
thereof,  in  accordance  with  the  specifications  of  the  stockholder.      

   VOTING  SECURITIES  AND  OWNERSHIP  THEREOF
    BY  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

     At  the  close  of  business  on  October 19, 2004, the record date for the
Annual  Meeting,  the Company had outstanding 82,518,592 shares of Common Stock,
$.001  par  value per share. In addition, the Company had outstanding 14,158,592
shares  of  Series NDC Common Stock, $.001 par value per share. Each outstanding
share  of  Common Stock and each outstanding share of Series NDC Common Stock is
entitled to one vote with respect to the election of a director to each director
positions,  one vote with respect to the ratification of Ham, Langston & Brezina
LLP  as  the  Company's independent public accountants, one vote with respect to
approval  of  the  proposed  amendment  to  the  Articles of  incorporation, and
one  vote  with  respect  to  any  other  matter  properly  before  the  Annual 
Meeting. Cumulative  voting  is  not  permitted  under  the  Company's  Articles
of  Incorporation.                                                              

     The  following  table  lists  the  beneficial  ownership  of  shares of the
Company's Common Stock and Series NDC Common Stock by (i) all persons and groups
known  by the Company to own beneficially more than 5% of the outstanding shares
of the Company's Common Stock or Series NDC Common Stock, (ii) each director and
nominee,  (iii) each of the Named Executive Officers; and (iv) all directors and
officers  as a group. None of the directors, nominees or officers of the Company
owned  any  equity  security  issued  by  the  Company's subsidiaries other than
director's  qualifying  shares.  Information with respect to officers, directors
and  their  families  is  as  of  October 19, 2004 and is based on the books and
records  of  the  Company  and  information  obtained  from  each  individual.  

Information with respect to other stockholders is based upon the Schedule 13D or
Schedule  13G  filed  by  such  stockholders  with  the  Securities and Exchange
Commission.  Unless otherwise stated, the business address of each individual or
group  is  the  same as the address of the Company's principal executive office.

   ELECTION  OF  DIRECTORS

     The  Board  of Directors of the Company consists of five directors, divided
into  one  group  of  one director and two groups of two directors. One group is
elected  each  year to serve a term of three years. The other directors continue
to serve for the remainder of their respective terms. The person named below has
been  nominated  by the Board of Directors for election at the Annual Meeting to
serve  as  a  director until 2007. The nominee currently serves as a director of
the  Company,  and  the  Board  of  Directors believes that such nominee will be
willing  and able to serve. If such person is unable to serve for good cause, or
is  unwilling to serve for any reason, proxies will be voted for the election of
another  person  selected by the Board of Directors of the Company. WE RECOMMEND
THAT  THE  NOMINEE LISTED BELOW BE ELECTED BY THE STOCKHOLDERS. UNLESS OTHERWISE
SPECIFIED,  ALL  PROPERLY  EXECUTED  PROXIES RECEIVED BY US WILL BE VOTED AT THE
ANNUAL  MEETING  OR ANY ADJOURNMENT THEREOF FOR THE ELECTION OF THE PERSON WHOSE
NAME  IS  LISTED  IN  THE FOLLOWING TABLE AS THE NOMINEE FOR DIRECTOR WHOSE TERM
WILL  EXPIRE  IN  2007.                                                         

MEETINGS OF THE BOARD OF DIRECTORS

     The  Board  of Directors held 15 meetings during the fiscal year ended June
30,  2004.  During  that  period  no  director  attended  fewer  than 75% of the

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aggregate  of  (a)  the total number of meetings of the Board of Directors (held
during  the  period for which he or she was a director) and (b) the total number
of  meetings held by all committees of the Board of Directors on which he or she
served  (during  the  periods  that  he  or  she  served).                      

COMMITTEES OF THE BOARD OF DIRECTORS

     The  Board  of  Directors  consists  of  five persons, two of which are not
independent. During the year ended June 30, 2004, the Board of Directors did not
have  any  independent  members  and  did  not  have a standing Audit Committee,
Nominating Committee or Compensation Committee. The Board of Directors performed
the  functions  of  such  committees.  The  independent  directors  now act as a
standing  Audit  Committee,  Nominating Committee and Compensation  Committee of
the  Board  of  Directors  and  Mr.  Prater  has been determined by the Board of
Directors  to  be  the  Audit  Committee  financial  expert.                    

 NOMINATIONS TO THE BOARD OF DIRECTORS

     We  have  difficulty  in  attracting  and  retaining  independent directors
because  of  the  risk of acting as a director for a public company, the lack of
compensation  for  our directors and the lack of liability insurance for serving
as a director. The Board of Directors has not adopted a formal procedure for the
nomination  of  candidates for the Board of Directors. All nominees are reviewed
by  the entire Board of Directors. The names and relevant experience of nominees
may  be  submitted  directly  to the Company at its principal executive offices.

 COMMUNICATION WITH THE BOARD OF DIRECTORS

     Stockholders  may communicate directly with the Board of Director by letter
addressed  to  the  Board of Directors in care of the Corporate Secretary at the
Company's principal executive offices. The Secretary of the Company will provide
a  copy  of all such communications to the members of the Board of Directors and
will  forward  a  response, if any, from any member of the Board of Directors to
the  stockholder.                                                               

 COMPENSATION OF DIRECTORS

Directors of the Company receive no compensation for their service as directors.

 EXECUTIVE  OFFICERS

     The  names, ages and positions of all the executive officers of the Company
as  of  October  13,  2004  are  listed  below.  Dr. Dottavio was elected as the
Company's  Chief  Executive  Officer  on  December  16,  2003.  The term of each
executive  officer will expire at the meeting of directors following this Annual

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Meeting  of  Stockholders. There exist no arrangements or understandings between
any  officer  and  any  other  person pursuant to which the officer was elected.

     Dr.  Dottavio  and  Mr.  Cantrell have been employed by as set forth in the
description contained under the heading "Election of Directors." Mr. Johnson has
been employed in various executive capacities by the Company since February 2003
and  was  named  Vice  President  Business  Development in August 2003. Prior to
joining  the  Company,  Mr. Johnson, held several financial management positions
with  the  Alderwoods  Group  Inc., an operator of funeral homes and cemeteries.

     There are no family relationships between any of the executive officers and
there is no arrangement pursuant to which any executive officer is elected as an
executive  officer  of  the  Company.                                           

 EXECUTIVE  COMPENSATION

     The  following  Summary Compensation Table shows the aggregate compensation
paid  or accrued by the Company during each of the last three fiscal years to or
for  (i)  any  individual that held the office of Chief Executive Officer during
the year ended June 30, 2004 and (ii) each of the other four highest compensated
executive  officers.                                                            

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GRANTS  AND  EXERCISES  OF  STOCK  OPTIONS  AND  STOCK  APPRECIATION  RIGHTS    

     In  May  2002,  the  Company  adopted  the  2002  Directors,  Officers  and
Consultants  Stock  Option, Stock Warrant and Stock Award Plan (the "2002 Plan")
under  which  the Company may grant options, warrants or restricted stock awards
relating  to  an  aggregate  of  18,750,000  shares  of  its  stock to officers,
directors  and  consultants.  The  purpose  of  the 2002 Plan is to maintain the
ability  of  the  Company to attract and retain highly qualified and experienced
directors,  employees  and consultants and to give such directors, employees and
consultants  a continued proprietary interest in the success of the Company.  In
addition,  the  2002  Plan is intended to encourage ownership of Common Stock of
the  Company  by  the directors, employees and consultants of the Company and to
provide  increased  incentive  for  such persons to render services and to exert
maximum  effort  for  the  success  of the Company's business.  The terms of any
grants  under  the  2002  Plan  are  determined  in  the  sole discretion of the
Company's  Board  of  Directors.                                                

     In  May  2003,  the  Company  adopted the 2003 Stock Compensation Plan (the
"2003  Plan")  in  order  to attract and retain highly qualified and experienced
directors,  employees  and consultants and to give such directors, employees and
consultants  a  continued  proprietary  interest  in the success of the Company.
Under  the 2003 Plan, the Company may award up to 10,000,000 shares of its stock
or  options to purchase its stock to the directors, employees and consultants of
the  Company.  All  terms  of  the awards granted under the 2003 Plan are at the
discretion  of  the  Board  of Directors but will expire not more than ten years
from  the  date  of  grant.                                                     

     No  options  or  awards  were  granted  to or exercised by any of the Named
Executive  Officers  under either the 2002 Plan or the 2003 Plan during the year
ended  June 30, 2004, and there are no options outstanding under either the 2002
Plan  or the 2003 Plan in the name of any Named Executive Officer as of June 30,
2004.                                                                           

    SECTION  16(a)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

     Each  officer and each director of the Company is required by Section 16(a)
of  the  Securities  Exchange  Act  of 1934 to report to the Securities Exchange
Commission  all  transactions  in  the Company's Common Stock within a specified
time  period.  Except as set forth in the following table all persons who are or
were  at  any time during the year ended June 30, 2004 an officer or director or
10%  stockholder  of  the  Company  timely  filed  all  reports and reported all
transactions  required  to  be  reported  under  Section 16(a) of the Securities
Exchange  Act  of  1934.  The  following information is based on the contents of
reports filed by each individual with the Securities and Exchange Commission and
the  written representations of our present executive officers that no Form 5 is
required  to  be  filed  by  such  executive  offers.                           

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   SELECTION  OF  INDEPENDENT  PUBLIC  ACCOUNTANTS

     The  Board  of  Directors  has  appointed  Ham,  Langston  & Brezina LLP as
independent public accountants of the Company for the year ending June 30, 2005.
Neither  such  firm  nor  any  of  its  associates has any relationship with the
Company  or  any  affiliate of the Company other  than  the  usual  relationship
that  exists  between  independent  public  accountants  and  clients.  Although
invited  by  the  Board  of  Directors,  a  representative  of  Ham,  Langston &
Brezina LLP will not be present at the Annual Meeting.  WE  RECOMMEND  THAT  THE
APPOINTMENT  OF  HAM, LANGSTON & BREZINA LLP AS INDEPENDENT  PUBLIC  ACCOUNTANTS
FOR THE COMPANY FOR THE FISCAL YEAR ENDING JUNE 30,  2005  BE  RATIFIED  BY  THE
STOCKHOLDERS.  UNLESS  OTHERWISE  INDICATED,  ALL  PROPERLY  EXECUTED  PROXIES  
RECEIVED  BY  THE  COMPANY  WILL  BE  VOTED  FOR SUCH RATIFICATION AT THE ANNUAL
MEETING  OR  ANY  ADJOURNMENT  THEREOF.  The  ratification of  Ham,  Langston  &
Brezina  LLP  as  the  independent public accountants of the Company will not be
binding  on  the  Company and the Board of Directors may select a  new  firm  to
act  as  the  independent public accountants of the Company at any time in their
discretion.  An  adverse  vote  will  be considered a direction to the Board  of
Directors  to  select  other  independent  public  accountants  in the following
year.                                                                           

AUDIT FEES

     The  aggregate  fees  billed  for  professional  services  rendered  by the
Company's  independent  auditors  for  the  audit  of  the  Company's  financial
statements  for  the  fiscal year ended June 30, 2004 and for the reviews of the
financial  statements included in the Company's Quarterly Reports on Form 10-QSB
for  that  fiscal year were $ 54,201. The aggregate fees billed for professional
services  rendered  by  the  Company's independent auditors for the audit of the
Company's  financial  statements for the fiscal year ended June 30, 2003 and for
the  reviews  of  the  financial  statements included in the Company's Quarterly
Reports  on  Form  10-QSB  for  that  fiscal  year  were  $45,758.              

AUDIT-RELATED FEES

    The  Company  was  not  billed  by  the  Company's  principal  independent
accountant  for  assurance  or related services in connection with the audits of
the  Company's  financial  statements  during  the  last  two  fiscal  years.   

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TAX FEES

    The  Company  was  not  billed  by  the  Company's  principal  independent
accountant  for  tax  compliance, tax advice or tax planning during the last two
fiscal  years.                                                                  

ALL OTHER FEES

     No  other  fees were billed any other professional services rendered by the
Company's independent auditors for the year ended June 30, 2004 and for the year
ended  June  30,  2003.                                                         

PRE-APPROVAL PROCESS

     The  Board  of  Directors  meets with the principal independent auditors at
least  once  each  year to establish the scope and cost of the annual audit. The
Company's  principal  independent  auditors  are  not  authorized  perform other
services  for  the  Company  without  the express prior approval of the Board of
Directors, which approval was obtained in connection with all non-audit services
during  the  year  ended  June  30,  2004.                                      

AMENDMENT  TO  ARTICLES  OF  INCORPORATION    

     As  of October 19, 2004, we had outstanding 96,667,138 shares of our Common
Stock,  $.001  par  value  per  share, consisting of 82,518,546 shares of Common
Stock  and  14,158,592 shares of our Series NDC Common Stock, leaving a total of
103,322,862 shares of authorized and unissued Common Stock. The market price for
shares of our Common Stock at October 19, 2004 was approximately $.09 per share.

     Our Board of Directors has authorized the filing of an election to become a
Business  Development  Company  pursuant to Section 54 of the Investment Company
Act  of 1940 and the offering of shares of our Common Stock, $.001 par value per
share,  having  a  value  of up to $5,000,000 pursuant to Regulation E under the
Securities  Act  of  1933.  Proceeds  from  the offering will be used to pay our
operating  costs  and  to  make  additional  investment  in  our  wholly  owned 
subsidiaries.  Based  on  the number of authorized and unissued shares of Common
Stock  and  the anticipated market price of our Common Stock in the offering, we
believe  that  substantially all of our authorized and unissued Common Stock may
be  required to complete this offering or that the amount that we could raise in
such  offering  will  be limited by the number of our authorized shares. If that
occurs,  we  will not have any authorized and unissued shares available to raise
additional  funds  in  the  future.                                             

     We  have  no  present intention to issue the additional shares that will be
authorized  except  as  may  be  necessary in connection with the offering under
Regulation  E.  However, as indicated in our Annual Report, we are substantially
dependent  on  the  sale  of  our  Common  Stock  to fund operations and, if the
proceeds of the offering under Regulation E are not sufficient for that purpose,
we  may  sell  additional  shares  of  Common  Stock.                           

     The  Board  of Directors has adopted an amendment to the Company's Articles
of  Incorporation  to  increase the authorized Common Stock, $.001 par value per
share,  from  200,000,000  shares  to  400,000,000 shares. WE RECOMMEND THAT THE
STOCKHOLDERS  OF  THE  COMPANY  APPROVE  THE  AMENDMENT  TO  THE  ARTICLES  OF  

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INCORPORATION  INCREASING  THE NUMBER OF SHARES OF COMMON STOCK, $.001 PAR VALUE
PER  SHARE,  THAT  THE  COMPANY  IS  AUTHORIZED  TO ISSUE TO 400,000,000. UNLESS
OTHERWISE  INDICATED, ALL PROPERLY EXECUTED PROXIES RECEIVED BY THE COMPANY WILL
BE  VOTED  FOR  APPROVAL  OF  THE  PROPOSED  AMENDMENT.                         

    POTENTIAL  DEFENSES  AGAINST  HOSTILE  TAKEOVERS

     The  increase  in  the  number  of authorized and unissued shares of Common
Stock  may  have  the  effect of discouraging an offer to acquire control of the
Company  and  could  be used by us to prevent any person from gaining control of
the  Company  without  our  consent.  The  following  discussion  summarizes the
operation  and  effect  of  certain  provisions  in  the  Company's  Articles of
Incorporation,  including  the increase in the authorized and unissued shares of
Common  Stock,  which  may  have an anti-takeover effect by making any attempted
acquisition  of  control  more  costly.                                         

     Authorized Shares of Common Stock. The Company's Articles of Incorporation,
after  amendment,  would  authorize  the issuance of up to 400,000,000 shares of
Common  Stock,  $.001  par  value  per  share. Authorized and unissued shares of
Common Stock may be issued by us without consent or approval of the stockholders
of  the  Company  and could be used to fund a stockholders' rights plan or other
anti-takeover provision or issued by us to a friendly stockholder to prevent the
acquisition  of  control  by an unfriendly stockholder. The existence of a large
number  of  authorized  and  unissued  shares of Common Stock may discourage any
offer by a person seeking control without our prior approval and may deprive the
stockholders  of the Company of the ability to approve or disapprove a change in
control  of  the  Company.                                                      

 Authorized  Shares  of  Preferred  Stock.  The  Company's  Articles  of
Incorporation  presently  authorize  the  issuance of up to 20,000,000 shares of
serial preferred stock, which may be issued by us without any action on the part
of  the  stockholders.  We  may  establish  preferential rights to vote, receive
distributions  or  approve  actions  by  the  Company in the preferred stock and
provide  that  the  holders  of  the preferred stock must separately approve any
merger  by  the Company. Authorized and unissued shares of preferred stock could
also  be  used  to  fund  a  stockholder's  rights  plan  or other anti-takeover
provision  or  issued by us to a friendly stockholder to prevent the acquisition
of  control  by  an  unfriendly  stockholder. The existence of a large number of
authorized  and unissued shares of preferred stock may discourage any offer by a
person  seeking  control  without  our  prior  approval  and  may  deprive  the 
stockholders  of the Company of the ability to approve or disapprove a change in
control  of  the  Company.                                                      

     Stockholder  Meetings.  The  Company's  Articles of Incorporation presently
provide  that  annual  stockholder  meetings  may be called only by the Board of
Directors  or  its  duly  designated  committee.  Although  we believe that this
provision  will  discourage  stockholder attempts to disrupt the business of the
Company  between  Annual Meetings, its effect may also deter unfriendly attempts
to  gain  control  of  the  Company  and  may  make  it  more  difficult for any
stockholder  to  remove  a  director  or  elect  new  directors.                

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     Classified  Board  of  Directors  and  Removal  of Directors. The Company's
Articles  of  Incorporation  presently  provide  for  a  "classified"  board  of
directors  in which one group of directors is  elected at each Annual Meeting of
stockholders.  A  classified board of directors could make it more difficult for
stockholders,  including  those  holding a majority of the Company's outstanding
stock,  to  force  an  immediate  change in the composition of a majority of the
board of directors. Since the terms of only one-third of the incumbent directors
expire each year, it requires at least two annual elections for the stockholders
to  change  a  majority,  whereas  a  majority  of a non-classified board may be
changed  in  one year. Moreover, the provisions providing for a classified board
of  directors  may  be  amended  only with the consent of 75% of the outstanding
voting  interests  entitled to vote and a director may be removed only for cause
and with the consent of 75% of the outstanding shares of stock entitled to vote.

     Restriction  on  Filling Vacancies on the Board of Directors. The Company's
Articles  of  Incorporation  presently  provide  that  the  number  of directors
(exclusive  of  directors,  if  any,  to  be elected by the holders of preferred
stock)  may be increased only with the consent of two-thirds of the entire Board
of  Directors.  This  makes  it  difficult for a stockholder, even one holding a
majority  of the outstanding voting interests, to gain control by increasing the
size  of  the  Board  of Directors and electing additional directors to fill the
vacancies.                                                                      

     Advance Notice Requirements for Nomination of Directors and Proposal of New
Business at Annual Stockholder Meetings. The Company's Articles of Incorporation
presently  provide  that  any  stockholder desiring to make a nomination for the
election  of  directors  or a proposal for new business at a stockholder meeting
must  submit  written notice not less than 30 or more than 60 days in advance of
the meeting. This advance notice requirement may give management time to solicit
its  own  proxies  in an attempt to defeat any dissident slate of nominations or
oppose any such proposal. Such provisions could make it more difficult to oppose
management's  nominees  or  proposals,  even  if  the  stockholders believe such
nominees  or  proposals  are  not  in  their  interests.                        

   MATERIAL  INCORPORATED  BY  REFERENCE

     In accordance with the rules and regulations of the Securities and Exchange
Commission,  we incorporate the following information by reference to our Annual
Report  on  Form  10-KSB, a copy of which has been furnished to each stockholder
that  is  entitled  to  notice  of  or  vote  at  our  Annual  Meeting.         

    Respectfully  submitted,

             /s/ DR.  DAVID  P.  SUMMERS,  PHD
             ---------------------------------
         DR.  DAVID  P.  SUMMERS,  PHD
   Individual  Shareholder

Dated:  Montgomery,  Texas                                                      
November  22,  2004                                               

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   FORM  OF  PROXY  APPENDIX

 DR. DAVID P. SUMMERS, PHD
ANNUAL MEETING OF STOCKHOLDERS - DECEMBER 17, 2004
(RESCHEDULED FROM NOVEMBER 19, 2004)

       COMMON  STOCK  AND  SERIES  NDC  COMMON  STOCK  PROXY

         THIS  PROXY  IS  SOLICITED  ON  BEHALF  OF  DR.  DAVID  P.  SUMMERS

     The  undersigned  hereby  appoints  Dr.  David  P. Summers, PhD attorney in
fact  and  proxy  with  full  power  of  substitution  to vote, as designated on
the  reverse  side,  all  shares  of  Common  Stock,  $.001 par value and/or all
shares  of  Series  NDC  Common  Stock, $.001 par value, of Endovasc, Inc. which
the undersigned may be  entitled  to  vote at the Annual Meeting of Stockholders
to  be  held  at  19785  Highway  105 W., Montgomery, TX on December 17, 2004 as
originally scheduled for November 19, 2004 at 2 pm and any adjournments thereof,
upon  all  matters  which  may  properly  come  before  said  Annual  Meeting.  

     THIS  BLUE  PROXY SHALL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS MARKED
ON  THE  REVERSE  SIDE  HEREOF.  IF  THE "YES" CHOICE IS MARKED, THE UNDERSIGNED
GRANTS THE PROXY AUTHORITY  WITH  RESPECT TO VOTING "NO" TO ALL OF THE PROPOSALS
OF MANAGEMENT NO. 1 THROUGH 4 INCLUSIVE AND DISCRETIONARY AUTHORITY TO DR. DAVID
P.  SUMMERS  PHD  TO NOMINATE AND ELECT A NEW SLATE OF DIRECTORS AND OFFICERS OF
THE  COMPANY  AS  PROPOSED.  IN  ADDITION,  THE UNDERSIGNED GRANTS  DR. DAVID P.
SUMMERS  DISCRETIONARY  AUTHORITY  TO  VOTE  ON ANY MATTER OF WHICH SHAREHOLDERS
MAY  NOT  HAVE  RECEIVED  NOTICE FROM THE COMPANY AND ANY AND ALL OTHER  MATTERS
INCIDENT  TO  THE  CONDUCT  OF  THE  ANNUAL  MEETING.                           

     Any proxy heretofore given by the undersigned with respect to such stock is
hereby revoked. Receipt of the Notice of the Annual Meeting, Proxy Statement and
Annual  Report  to  Stockholders  is  hereby  acknowledged.                     

  (Please  date  and sign proxy on reverse side and return in enclosed envelope)

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 DR. DAVID P. SUMMERS PHD RECOMMENDS A "NO" VOTE
 AGAINST ALL OF MANAGEMENT'S PROPOSALS 1 THROUGH 4 INCLUSIVE
  AND A "YES" VOTE IN FAVOR OF HIS PLAN NO. A, B, C, AND D

DR.  DAVID P. SUMMERS PHD RECOMMENDS THAT YOU VOTE "NO" TO MANAGEMENT'S PROPOSAL
NO.  1                                                                          

1.   Election  of  M.  Dwight  Cantrell  as  a  Director                        

AGAINST  OR  "NO"                [  ]  Tick  Box  Here                

DR.  DAVID P. SUMMERS PHD RECOMMENDS THAT YOU VOTE "NO" TO MANAGEMENT'S PROPOSAL
NO.  2  (thereby  reserving  retention  of  accountants  to  new  management).  

2.   Approval  of  Ham, Langston & Brezina LLP as independent public accountants
of  the  Company.                                                               

AGAINST  OR  "NO"                [  ]  Tick  Box  Here                

DR.  DAVID P. SUMMERS PHD RECOMMENDS THAT YOU VOTE "NO" TO MANAGEMENT'S PROPOSAL
NO.  3                                                                          

3.   Approval  of the Amendment to the Articles of Incorporation to increase the
number  of  shares  of  Common  Stock  authorized.                              

AGAINST  OR  "NO"                [  ]  Tick  Box  Here                

DR.  DAVID  P.  SUMMERS  PHD  RECOMMENDS THAT YOU VOTE "YES" TO HIS PLAN and AND
GRANT  HIM BOTH AN EXPRESS AS TO NOS. A, B AND C AND A DISCRETIONARY PROXY AS TO
NO.  D.                                                                         

A.     Fire  all  of  the  officers  and  directors  of  Endovasc,  Inc.        

FOR  OR  "YES"                   [  ]  Tick  Box  Here                

B.     Vote into office a new slate of three (3) directors and officers composed
of  DR. DAVID P. SUMMERS, PHD to serve as a Director and President; JANET TAN to
serve  as  a Director; ROBERT A. BRANER to serve as a Director; and MELISSA BLUE
to  serve  as  secretary-treasurer.                                             

FOR  OR  "YES"                   [  ]  Tick  Box  Here                

C.     If  necessary,  we  will appoint two (2) additional Directors to fill the
expanded  five  member  board of directors from a list of independent candidates
that  we  are  currently  reviewing.                                            

FOR  OR  "YES"                   [  ]  Tick  Box  Here                

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D.     Give  Dr. David P. Summers PhD your discretionary proxy to hold a meeting
of  the  majority  shareholders  of  Endovasc,  Inc.  to  immediately  implement
Proposals  A,  B,  and  C.                                                      

FOR  OR  "YES"                   [  ]  Tick  Box  Here                

Date:               ,  2004     Printed  Name                                   
-------------            of  Stockholder:                         
                                        ------------------------

Signature:      
                                 -----------------------------
                              (*Signature must be exactly as the name of the
                       stockholder appears on the  certificate
                            representing shares of the Company's stock).

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘PREC14A’ Filing	Date	First	Last	Other Filings

	6/30/05	3	12	10KSB, NT 10-K
	12/19/04	6	7
	12/17/04	2	16
Filed on:	11/29/04
	11/22/04	5	15	10QSB
	11/19/04	2	16	DEF 14A, PRE 14A
	10/25/04	4
	10/19/04	3	13
	10/13/04	9		10KSB
	6/30/04	8	13	10KSB, NT 10-K
	12/16/03	9
	6/30/03	12	13	10KSB, NT 10-K
				List all Filings

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Filing Submission 0001176721-04-000424 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Summers David P – ‘PREC14A’ on 11/29/04 re: Endovasc Inc

On: Monday, 11/29/04, at 1:40pm ET · Accession #: 1176721-4-424 · File #: 814-00679

Preliminary Proxy Solicitation Material — Contested Solicitation — Schedule 14AFiling Table of Contents

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Dates Referenced Herein and Documents Incorporated by Reference

Preliminary Proxy Solicitation Material — Contested Solicitation — Schedule 14A
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