Endovasc Inc – ‘SB-2’ on 3/20/01

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Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2        C:\Endovasc\Sb2.Fin                                   68    307K 
 2: EX-5        C:\Exhibit 5.1                                         2±     8K 
 3: EX-23       C:\Exhibit 23.1                                        1      6K 

SB-2   —   C:\Endovasc\Sb2.Fin
Document Table of Contents

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As filed with the Securities and Exchange Commission on March 20, 2001
                                                           Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 FORM SB-2
REGISTRATION STATEMENT
 UNDER
THE SECURITIES ACT OF 1933

 ENDOVASC LTD., INC.
 (Exact name of small business Issuer as specified in its charter)

                                                        [Enlarge/Download Table]

                                                                                                      
            Nevada                              76-0512500                            2836            
(State or other jurisdiction of  (I.R.S. Employer Identification Number)  (Primary Standard Industrial
incorporation or organization)                                             Classification Code Number)

 15001 Walden Road
 Suite 108
 Montgomery, Texas 77356
(936) 448-2222
 (Address and telephone number of principal executive offices)

Mr. David P. Summers
 15001 Walden Road
 Suite 108
 Montgomery, Texas 77356
(936) 448-2222
 (Name, address and telephone number of agent for service)

Copies of all communications to:

 Richard A. Friedman, Esq.
 Sichenzia, Ross & Friedman, LLP
135 West 50th Street
New York, New York 10022
 Telephone No.: (212) 664-1200
 Facsimile No.: (212) 664-7329

Approximate date of proposed sale to the public:

   From time to time after the effective date of this Registration Statement
in light of market conditions and other factors.                                

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of  
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. X                                  

 If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier        
effective registration statement for the same offering. []                      

  If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act   
registration number of the earlier effective registration statement for the same
offering. []                                                                    

  If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act   
registration number of the earlier effective registration statement for the same
offering. []                                                                    

    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. []                                              

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 CALCULATION OF REGISTRATION FEE

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                                                Proposed     Proposed                
                                                 Maximum      Maximum                
  Title of Each                                 Offering     Aggregate     Amount of 
Class of Securities               Amount to be  Price Per    Offering    Registration
 to be Registered                  Registered     Share        Price          Fee    

                                                                                     
Common Stock, .001 par value       20,924,108   0.14 (1)   2,929,375.12     $ 732.34 

Common Stock, .001 par value (2)    1,000,000   0.01          10,000.00     $   2.50 

                                                               Total        $ 734.84 

-----------------                                             
1.  Based upon bid price of the common stock on March 1, 2001.

         2. Issuable upon exercise of warrants, together with such indeterminate
number of  securities as may be issuable by reason of  anti-dilution  provisions
contained therein.                                                              

  The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration       
Statement shall thereafter become effective in accordance with Section 8(a) of  
the Securities Act of 1933 or until the Registration Statement shall become     
effective on such date as the Securities and Exchange Commission, acting        
pursuant to said Section 8(a), may determine.                                   

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 ENDOVASC LTD., INC.
 Cross Reference Sheet

                                                        [Enlarge/Download Table]


                         Form SB-2 Item Number and Caption                                  Captions In Prospectus          

                                                                                                                            
 1.    Front of Registration Statement and Outside Front Cover of Prospectus                Cover Page                      

 2.    Inside Front and Outside Back Cover Pages of Prospectus                              Cover Page, Inside Cover Page,  
                                                                                            Outside Back Page               

 3.    Summary Information and Risk Factors                                                 Prospectus Summary, Risk Factors

 4.    Use of Proceeds                                                                      Use of Proceeds                 

 5.    Determination of Offering Price                                                      Cover Page, Risk Factors        

 6.    Dilution                                                                             Not Applicable                  

 7.    Selling Stockholders                                                                 Selling Stockholders, Plan of   
                                                                                            Distribution                    

 8.    Plan of Distribution                                                                 Prospectus Summary, Selling     
                                                                                            Stockholders                    

 9.    Legal Proceedings                                                                    Business                        

10.    Directors, Executive Officers, Promoters and Control Persons                         Management, Principal           
                                                                                            Stockholders                    

11.    Security Ownership of Certain Beneficial Owners and Management                       Principal Stockholders          

12.    Description of Securities                                                            Description of Securities       

13.    Interest of Named Experts and Counsel                                                Legal Matters                   

14.    Disclosure of Commission Position on Indemnification for Securities Act Liabilities  Management                      

15.    Organization Within Last Five Years                                                  Not Applicable                  

16.    Description of Business                                                              Prospectus Summary, Business    

17.    Management's Discussion and Analysis or Plan of Operation                            Management's Discussion and     
                                                                                            Analysis of                     
                                                                                            Financial                       
                                                                                            Condition and Results           
                                                                                            of Operations                   

18.    Description of Property                                                              Business                        

19.    Certain Relationships and Related Transactions                                       Certain Transactions            

                                     3                                                                                      

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20.    Market for Common Equity and Related Shareholder Matters                             Front Cover Page, Description of
                                                                                            Securities                      

21.    Executive Compensation                                                               Management                      

22.    Financial Statements                                                                 Financial Statements            

23.    Changes in and Disagreements with Accounts on Accounting and Financial Disclosure    Not Applicable                  


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Preliminary Prospectus Subject to Completion, Dated March 20, 2001              

ENDOVASC, LTD., INC.

 21,924,108 shares of common stock

                                                                [Download Table]

                                                                      
Endovasc, Ltd., Inc.:  Our principal executive offices are located at 
                       Endovasc, Ltd., Inc., 15001 Walden Road, Suite 
                       108, Montgomery, Texas 77356, and our telephone
                       number is (936) 448-2222.                      

                       Over  the  Counter  Electronic  Bulletin Board 
                       Market Symbol:  ENDV                           

The Offering:          All of the shares of common stock  being  sold 
                       are offered by selling stockholders.  We  will 
                       not  receive any proceeds from the sale of the 
                       shares by the selling stockholders.            

                       A total of  20,924,108  shares  of our  common 
                       stock are being  offered,  1,000,000  of which 
                       may be sold upon exercise of warrants.         

                       The selling  stockholders  may sell all or any 
                       portion of the shares in this  offering in one 
                       or more  transactions by a variety of methods, 
                       including   through   the  Over  The   Counter 
                       Bulletin Board or in negotiated  transactions. 
                       The selling  stockholders  will  determine the 
                       selling  price  of  the  shares.  The  selling 
                       stockholders  will  also  pay  any  broker  or 
                       dealer  commission,  fee or other compensation 
                       or underwriter discount.                       


     YOUR INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.  BEFORE
INVESTING IN OUR COMMON STOCK, YOU SHOULD CONSIDER CAREFULLY THE RISKS DESCRIBED
UNDER "RISK FACTORS" BEGINNING ON PAGE NINE.                                    

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

 Neither the Securities and Exchange Commission nor any state Securities
Commission has approved or disapproved of these securities or Determined IF this
prospectus is complete or accurate. Any representation to the contrary is a     
criminal offense.                                                               

   The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with the   
Securities and Exchange Commission is effective. This Prospectus is not an offer
to sell these securities and we are not soliciting offers to buy these          
securities in any state where the offer or sale is not permitted.               

 The date of this Prospectus is March __, 2001

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PROSPECTUS SUMMARY
 Endovasc Ltd., Inc.

The Offering

    This prospectus relates to the possible sale of up to 21,924,108 shares of
common stock. The selling stockholders may sell all or any portion of the shares
in this offering from time to time in one or more transactions by a variety of  
methods, including through the Over the Counter Electronic Bulletin Board or in 
negotiated private transactions. The selling stockholders will determine the    
selling price of their shares.                                                  

                                                        [Enlarge/Download Table]


                                                                                                   
The Company.....................       We develop, market and license biopharmaceutical            
                                       products, particularly liposomal drug delivery methods, for 
                                       the human healthcare industry. We develop microscopic       
                                       cell-like spheres, liposomes, to entrap and protect drugs   
                                       from degradation in the blood stream and deliver drugs to   
                                       their intended target for controlled and efficient          
                                       administration.                                             

                                       Our current product development focuses on two              
                                       technologies - Liprostin(TM) and Nicotine Receptor Agonist. 
                                       Our Liprostin technology is a Prostaglandin E-1 delivery    
                                       system for lung and heart related medical applications. Our 
                                       Nicotine Receptor Agonist technology promotes blood vessel  
                                       growth intended for use in various biological applications. 
                                       Our products are in the process of clinical testing and have
                                       not been approved for general sales. Consequently, we have  
                                       not generated revenues and have historically operated with  
                                       significant losses. We intend to develop several medical    
                                       treatment product lines based on these two technologies.    

Shares Outstanding...................  We are authorized to issue 100,000,000 shares of common     
                                       stock and 20,000,000 shares of preferred stock in one or    
                                       more series. As of March 1, 2001, there were 17,191,622     
                                       shares of common stock and 17,876 shares of preferred stock 
                                       issued and outstanding.                                     

Use of Proceeds....................... We will not receive any proceeds from the sale of the       
                                       common stock offered by the prospectus, except when         
                                       warrantholders choose to exercise their warrants, in which  
                                       case Vianet will receive the exercise price of the warrants.
                                       We would receive approximately $10,000 if all of the        
                                       warrants included in this prospectus are exercised          

Trading Symbol.....................    Our common stock trades on the Nasdaq Over the Counter      
                                       Electronic Bulletin Board under the symbol ENDV.            

Forward-Looking                                                                                    
Statements..........................   This prospectus contains forward-looking statements         
                                       that address, among other things, our expansion and         
                                       acquisition strategy, business development, use of proceeds,
                                       projected capital expenditures, liquidity, and our          
                                       development of additional revenue sources. The              
                                       forward-looking statements are based on our current         
                                       expectations and are subject to risks, uncertainties and    
                                       assumptions. We base these forward-looking statements on    
                                       information currently available to us, and we assume no     
                                       obligation to update them. Our actual results may differ    
                                       materially from the results anticipated in these            
                                       forward-looking statements, due to various factors.         


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SUMMARY FINANCIAL DATA

  The following table contains historical operating data of Endovasc Ltd.,
Inc. for the two fiscal years ended June 30, 2000 and 1999, which is derived    
from the audited financial statements; and for the six months ended December 31,
2000 and 1999, which is derived from the unaudited financial statements.        

                                                        [Enlarge/Download Table]


                                               Six Months Ended                      Year Ended             
                                                    December 31,                        June 30,            
                                       2000                 1999            2000                1999        
                              ------------------------------------------------------------------------------
                                                (Unaudited)                             (Audited)           

STATEMENT OF OPERATIONS DATA                                                                                

                                                                                                            
  Revenues                       $    75,000         $    14,283        $    24,312     $        5,000      
  Net loss                        (1,196,981)           (481,869)        (2,975,327)          (796,543)     
  Basic and dilutive net                                                                                    
    loss per share                     (0.09)              (0.05)             (0.31)             (0.11)     

BALANCE SHEET DATA                                                                                          

  Total assets                   $   739,775         $    85,102        $  1,129,636       $   137,455      
  Working capital deficit           (349,880)            661,850            (137,563)         (461,280)     
  Total liabilities                  867,390             870,731           1,086,542           797,270      
  Stockholders' equity                                                                                      
    (deficit)                       (127,615)          (785,629)              43,094          (659,815)     


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CAPITALIZATION

     The following table states our capitalization as of December 31, 2000. This
table should be read together with our financial statements included elsewhere  
in this prospectus.                                                             

                                                                [Download Table]


                                                                             
  Debt-notes payable                                            $    651,884 
                                                                ------------ 
  Stockholders' deficit:                                                     
    Common stock, par value $0.001 per share;                                
      100,000,000 shares authorized; 17,137,211                              
      shares issued and 15,052,211 shares outstanding                 17,137 
    Preferred stock, par value $0.001 per share; 20,000,000                  
      shares authorized; 19,924 shares issued and outstanding             20 
    Additional paid-in capital                                     6,821,184 
    Accumulated deficit                                           (6,949,045)
    Treasury stock                                                   (16,911)
                                                                ------------ 

Total stockholders' deficit                                         (127,615)
                                                                ------------ 

      Total capitalization                                     $      524,269
                                                               ==============

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RISK FACTORS

   Prospective investors should carefully consider the following factors, in
addition to the other information contained in this prospectus, in connection   
with investments in the securities offered hereby. This prospectus contains     
certain forward-looking statements which involve risks and uncertainties. Our   
actual results could differ materially from those anticipated in the            
forward-looking statements as a result of certain factors, including those set  
forth below and elsewhere in this prospectus. An investment in the securities   
offered hereby involves a high degree of risk.                                  

Limited Operating History. Due to our limited operating history, our  
ability to operate successfully is materially uncertain. We are subject to all  
risks inherent in a developing business enterprise. Our limited operating       
history makes it difficult to evaluate our products, as well as the likelihood  
of regulatory approval, commercial viability, and market acceptance of our      
products. Our potential success must be evaluated in light of the problems,     
expenses and difficulties frequently encountered by new businesses in general   
and biopharmaceutical businesses specifically.                                  

Net Operating Losses. We incurred net losses of $(2,975,327) and      
$(1,196,981), for our fiscal year ended June 30, 2000 and six months ended      
December 31, 2000, respectively. Our products are in clinical testing and are   
subject to government approval for general sales. Consequently, we have not     
generated any revenues and have historically operated with significant losses.  
We expect operating losses to continue indefinitely, due to research, marketing,
government filing, commercialization, pre-clinical and clinical program         
expenses. Our revenues may never exceed expenses. If our operating losses       
continue on a long-term basis, our operations may be adversely and materially   
effected.                                                                       

   Need for Additional Financing. We may have insufficient capital resources
to develop and implement our business plan, and may need to raise additional    
capital. We have not investigated the availability, sources or terms of         
additional capital, and are unlikely to do so until we need additional capital. 
If additional capital is needed, there is no assurance that it will be available
or based on acceptable terms. If additional capital is unavailable, we may be   
forced to limit our operations accordingly. This may adversely and materially   
effect our operations.                                                          

   Limited Trading of Our Common Stock; Possible Volatility of Stock Prices.
Our common stock trades publicly on the OTC Bulletin Board. We cannot assure    
that a regular trading market for the common stock will develop, and if it      
develops, that it can be sustained. OTC Bulletin Board trading affords us       
limited market liquidity. Consequently, our shares' trading market may be       
adversely affected by the influx of shares offered pursuant to this prospectus. 
Although it is impossible to predict market influences and prospective values   
for securities, an increase in the number of shares available for public sale   
may adversely affect our trading market. Until a trading market develops, if at 
all, the market price for our common stock may be volatile and shift            
dramatically based on the success of our operations, among other factors. Stock 
markets also have experienced, and continue to experience, extreme price and    
volume fluctuations in the market price of small capitalization companies. These
fluctuations may be unrelated to the Company's operating performance. These     
market fluctuations, as well as general economic and political conditions, may  
adversely affect our common stock's market price.                               

 Possible Limitations upon Trading Activities; Restrictions Imposed upon
Broker-Dealers Effecting Transactions in Certain Securities. The Securities and 
Exchange Commission has adopted regulations restricting the trading of certain  
low priced securities (referred to as "penny stock"). Under these regulations,  
penny stock is defined as any equity security with a market price less than     
$5.00 per share. This definition excepts any equity security listed on the      
Nasdaq National Market System or SmallCap Market and any equity security issued 
by an issuer that has (i) net tangible assets of at least $2,000,000, if such   
issuer has been in continuous operation for three years, (ii) net tangible      
assets of at least $5,000,000, if such issuer has been in continuous operation  
for less than three years, or (iii) average annual revenue of at least          
$6,000,000 if such issuer has been in continuous operation for less than three  
years. Unless an exception is available, a penny stock transaction must be      
preceded by the delivery of a disclosure schedule explaining the penny stock    
market and its risks. Also, under these regulations, certain broker/dealers who 
recommend such securities to persons other than established customers and       
certain accredited investors must make a special written suitability            
determination for the purchaser and receive the purchaser's written agreement to
a transaction prior to sale.                                                    

Our common stock presently constitutes a "penny stock;" accordingly,  
trading activities for our common stock may be more difficult to execute than   
trading activities for securities not defined as "penny stocks." This may       
depress the market for our securities and hinder investors' ability to dispose  
of our securities.                                                              

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Absence of Dividends. We have not paid or declared cash dividends to  
holders of our common stock, and do not intend to do so in the foreseeable      
future. Our Board of Directors is empowered to declare dividends, if any, to    
holders of the common stock, based on our earnings, capital requirements,       
financial condition, and other relevant factors. In addition, our credit        
facility may prohibit the payment of dividends under certain circumstances. We  
cannot assure that we will ever pay dividends to holders of our common stock.   

Control by Existing Shareholders; Anti-Takeover Effects. Our executive
officers, Directors and other principal shareholders, beneficially own          
approximately 38% of our outstanding shares of common stock. The voting power of
these shareholders may delay or prevent a change in control of our company.     
Similarly, minority shareholders may be unable to elect any of our Directors,   
because our shareholders cannot accumulate their votes to form the majority     
necessary to elect a Director.                                                  

    Competition. We operate in highly competitive markets, against competitors
that may have greater financial resources, longer operating histories, greater  
technical capabilities, and greater name recognition than we have. Many of our  
competitors are more familiar with pre-clinical and clinical product            
development, as well as government regulatory processes, than we are. The drugs 
we are developing compete with existing and new drugs designed by established   
pharmaceutical, chemical, and academic entities worldwide. Moreover, our        
competitors' existing and new products compete include the liposome and         
lipid-based systems drug delivery technologies that we are developing. Our      
failure to compete effectively with these competitors may materially and        
adversely affect our business, operating results, and financial condition.      

 No Assurance of Regulatory Approval. Before we can market our products,
they are subject to rigorous preclinical and clinical testing and approval by   
the Food and Drug Administration, comparable agencies in other countries, and   
state regulatory authorities. The clinical trial and regulatory approval        
processes for biopharmaceutical products typically lasts several years and      
involves significant expenditures. Even after receipt of regulatory approval for
a product, we remain subject to periodic review from government regulatory      
bodies. Any product dangers that are discovered after a product's release may   
result in withdrawal of that product from the market or restrictions on its     
future use. Our inability to obtain and maintain regulatory approval for our    
products may materially and adversely affect our operations.                    

     No Assurance of Market Acceptance of Developing Technology. Our success and
competitive position depends upon acceptance of the products we develop.        
Although liposome and lipid-based products have been approved for sale in some  
European countries, none are commercially available in the United States. Our   
products must undergo extensive clinical testing, government agency review, and 
commercial development prior to their release in the United States.             
Unanticipated side effects or unfavorable publicity surrounding any liposome or 
lipid-based product may adversely effect our ability to obtain physician,       
patient or third-party payer sales of our products. We cannot assure our ability
to achieve product commercialization or that physicians, patients or third-party
payers will accept our products. Our inability to achieve commercialization or  
market acceptance of our products may materially and adversely affect our       
operations.                                                                     

 Dependence on Key Personnel; Need for Additional Personnel. Our success
depends on the continuing services of Dr. David Summers, our Chief Executive    
Officer. The loss of Dr. Summers could have a material and adverse effect on our
operations. Our success also depends on our ability to attract and retain       
qualified scientific, engineering, manufacturing, sales, marketing, and         
management personnel. We believe that the our industry's employment market is   
highly competitive. We cannot assure our success in attracting and retaining key
personnel for our operations. Our inability to attract and retain key personnel 
may materially and adversely affect our operations.                             

     Dependence on Additional Facilities, Manufacturing and Marketing Personnel.
Our facilities and personnel are insufficient for large-scale production and    
marketing of our products. In addition, we have limited experience in marketing 
biopharmaceutical products. We cannot assure our success in expanding our       
manufacturing and marketing capabilities. Our inability to establish adequate   
manufacturing and marketing capabilities may materially and adversely affect our
operations.                                                                     

Dependence on Third-Party Distributors and Agents. Upon commercial    
distribution of our products, if any, third-party distributors or agents may    
affect most of our sales. We cannot assure the availability of third-party      
distributors and agents, or that an agreement with them will be available on    
terms acceptable to us. Our potential dependence on third-party distributors or 
agents may cause fluctuations in product revenues, based on their success in    
selling our product. Our inability to enter into agreements with third-party    
distributors or agents and our dependence on their sales of our product may     
materially and adversely affect our operations.                                 

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  Dependence on Third-Party Manufacturers. Upon commercial distribution of
our products, if any, third-party contract manufacturers may affect large-scale 
production of our products. We cannot assure the availability of third-party    
manufacturers that meet governmental regulatory standards for the manufacture of
our products, or that an agreement with them will be available on terms         
acceptable to us. Our potential dependence on third-party manufacturers may     
cause fluctuations in product revenues, based on their ability to manufacture   
our products according to our specifications and production requirements. Our   
inability to enter into agreements with third-party distributors or agents and  
our dependence on their manufacture of our product may materially and adversely 
affect our operations.                                                          

Dependence on Raw Materials. Although our current agreements provide  
adequate supplies of raw materials for our products, the number of qualified    
suppliers of these materials is limited. We cannot assure our ability to obtain 
adequate supplies of raw materials for our products from current suppliers or   
alternative sources. Our inability to obtain adequate supplies of key raw       
materials may materially and adversely affect our operations.                   

   Risks Associated with Intellectual Property. Our success depends upon our
ability to obtain and maintain proprietary technology used in our products.     
Accordingly, we rely on patent, trade secret, trademark and copyright law to    
protect our proprietary technology. Although we have sought to protect this     
technology under United States intellectual property law, we cannot assure that 
any of our filed patent applications will not be invalidated, circumvented,     
challenged or licensed to others. Similarly, we cannot assure that any rights   
granted pursuant to our patent filings will provide us with a competitive       
advantage or that any of our pending or future patent applications will provide 
the scope of proprietary coverage that we seek. We also cannot assure that      
others will not develop similar or superior technologies, or circumvent our     
proprietary protection through new designs. In addition, we may be unable or    
unwilling to obtain effective patent, trademark, copyright and trade secret     
protection in certain foreign countries. We cannot assure our ability to protect
our proprietary technology and our inability to do so may materially and        
adversely affect our operations.                                                

Typically, companies in our industry vigorously pursue and defend     
intellectual property rights or positions, which often results in extensive     
litigation. Although there is no intellectual property litigation currently     
pending against us, we may be notified of claims that we are infringing on other
parties' intellectual property rights. If necessary or desirable, we may seek   
license agreements for such intellectual property rights from these parties. We 
cannot assure that these parties will offer us any license agreement or that the
terms of any offered license will be acceptable to us. Our inability to obtain a
license for such intellectual property may require us to stop manufacturing or  
distributing products using that technology. In addition, any litigation related
to our infringement of intellectual property rights may materially affect our   
financial and human resources, whether or not such litigation is decided in our 
favor. In the event that such litigation is decided against us, we may also be  
required to pay substantial damages, cease the manufacture, use, sale or        
importation of infringing products, discontinue the use of certain processes,   
expend significant resources to develop or acquire non-infringing technology, or
obtain licenses to the infringing technology. We cannot assure our success in   
dealing with any circumstances arising from litigation related to our           
infringement of intellectual property rights. Our inability to deal with        
circumstances arising from intellectual property litigation may materially and  
adversely affect our operations.                                                

   Product Liability. Our testing, manufacturing, marketing and distribution
of biopharmaceutical products carry a material risk of product liability. We    
cannot assure that we have adequate insurance to protect against product        
liability, that we can renew such insurance, or that the amount and scope of our
insurance coverage will be adequate in the event of a successful product        
liability claim. Inadequate insurance coverage may materially and adversely     
affect us in the event of a successful product liability claim.                 

 Government Health Care Reform. Government legislation regulating health
care may materially affect the biopharmaceutical industry's profitability.      
Federal, state and local officials and legislators, as well as foreign          
government officials and legislators, have discussed a variety of health care   
system reforms that may affect our revenues. We cannot assure that government   
regulation of health care system changes will not materially and adversely      
affect our business.                                                            

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 USE OF PROCEEDS

This prospectus has been distributed solely to permit the selling     
stockholders to offer and sell their shares. Consequently, except when          
warrantholders choose to exercise their warrants, the selling stockholders will 
receive all proceeds, and we will receive no proceeds, from the sale of the     
shares being offered. We have previously received proceeds from the original    
issuance of the shares covered by this prospectus. We intend to use the proceeds
received from the exercise of any warrants for working capital and general      
corporate purposes. The maximum amount of proceeds that we could receive upon   
the exercise of all warrants included in this Prospectus is $10,000. There can  
be no assurance that any or all of the warrants will be exercised and that      
Endovasc will receive any proceeds therefrom.                                   

 DETERMINATION OF OFFERING PRICE

 This offering is being affected solely to allow selling stockholders to
sell their shares. The selling stockholders may sell some or all of their shares
at the time and price that they choose. The selling stockholders will determine 
the price for their shares as the market for the shares develops.               

 DIVIDENDS

   We have paid no dividends on any shares of our common stock and our Board
of Directors has no intention of paying any dividends on our common stock in the
foreseeable future. Our payment of dividends on our common stock, if any, is    
solely within the discretion of the Board of Directors and depends upon our     
earnings, capital requirements and financial condition, as well as other factors
deemed relevant by our Board of Directors. Our ability to pay dividends on      
common stock may be limited by agreements with institutional lenders or others. 

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 MARKET FOR SECURITIES

    The following chart lists the high and low bid (price which a market maker
is willing to pay for a share of common stock) and offer (price at which a      
market maker will sell a share of common stock) quotations for the common stock,
as reported by brokerage firms making markets in our securities on the specified
dates according to the OTC Bulletin Board. These quotations are between dealers,
do not include retail mark-ups, markdowns or other fees and commissions, and may
not represent actual transactions.                                              

                                                                [Download Table]


Date                             Low / Bid Price       High / Ask Price

                                                                       
1st Quarter - 1998                      *                     *        
2nd Quarter - 1998                      *                     *        
3rd Quarter - 1998                     3/8                    6        
4th Quarter - 1998                     5/8                  1 1/2      

1st Quarter - 1999                    3/16                    1        
2nd Quarter - 1999                     3/8                   7/8       
3rd Quarter - 1999                     1/8                   5/8       
4th Quarter - 1999                    3/50                   3/10      

1st Quarter - 2000                    1/10                    15       
2nd Quarter - 2000                    1 1/4                   15       
3rd Quarter - 2000                    2 1/8                  3/4       
4th Quarter - 2000                     7/8                   0.16      

1st Quarter - 2001                                                     
(through March 1, 2001)               0.40                   0.19      

*  No bids or trades reported                                         

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MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 The statements contained in this prospectus that are not historical are
forward-looking statements, including statements regarding the Company's        
expectations, intentions, beliefs or strategies regarding the future.           
Forward-looking statements include the Company's statements regarding liquidity,
anticipated cash needs and availability and anticipated expense levels. All     
forward-looking statements included in this prospectus are based on information 
available to the Company on the date hereof, and the Company assumes no         
obligation to update any such forward-looking statement. It is important to note
that the Company's actual results could differ materially from those in such    
forward-looking statements. Additionally, the following discussion and analysis 
should be read in conjunction with the Financial Statements and notes thereto   
appearing elsewhere in this prospectus.                                         

General                                                                         

Research and Development                                                        

  The Company is in the research and development stage and has had limited
operating revenues since its inception on June 10, 1996. From June 10, 1996     
through December 31, 2000, the Company had an accumulated deficit of $6,949,045.
During the Company's quarter ended December 31, 2000, the Company has moved     
forward with clinical trials of Liprostin(TM) (liposome encapsulated            
prostaglandin E-1) for critical limb ischemia (CLI); advanced in the animal     
studies of Nicotine Receptor Agonist (NRA); and entered into a collaboration    
with a major medical device manufacturer in the development of the Company's    
stent coating technology. On October 3, 2000, the company filed its             
investigational new drug application (IND) for Liprostin(TM) with the Food and  
Drug Administration (FDA). Following the successful review of the IND by the    
FDA, the company began Phase I clinical trial preparation. Phase I studies were 
designed to establish the effects of Liprostin(TM) in a small population of     
healthy humans to determine toxicity, absorption, distribution and metabolism.  
Phase I clinical site selected by the Company was Healthcare Discoveries in San 
Antonio, Texas, with Dr. Dennis A. Ruff as the Investigator. Following          
evaluation of Phase I data in January 2001, the IND will be submitted to the FDA
for Phase II clinical trials, which will be conducted in a larger patient       
population of individuals afflicted with CLI and will test for safety and       
efficacy.                                                                       

    The Company confirmed plans for a human pilot study to be conducted at EMO
Centro Cuore Columbus in Milan, Italy by Investigator Dr. Antonio Colombo using 
its nicotine-based blood vessel growth agent, NRA. The human pilot study will   
involve patients with diseased heart muscle due to the deficiency of blood      
caused by obstruction in the blood vessel (ischemic cardiomyopathy) and chronic 
or uncontrolled chest pain (intractable angina pectoris). In animal studies     
conducted at Stanford University Medical Center in the laboratory of Dr. John   
Cooke, the application of minute amounts of nicotine administered directly to   
blocked arteries resulted in very significant new blood vessel growth           
(angiogenesis) in both mice and rabbits. Further studies of NRA in animals (dogs
and pigs) will be conducted at Columbia University by Dr. Daniel Burkhoff in the
first quarter of 2001.                                                          

Results of Operations                                                           

Three month period ended December 31, 2000 and December 31, 1999                

   During the three months ended December 31, 2000, the Company had revenues
of $75,000 compared with revenues of $-0- for the three months ended December   
31, 1999. This revenue was a result of a feasibility study agreement, relating  
to the Company's stent-coating technology, with Advanced Cardiovascular Systems,
Inc., a California Corporation and subsidiary of Guidant Corporation.           

    Patent activity for the Company during the three months ended December 31,
2000 included the filing of two new patents: Method and Apparatus for Treating  
Vascular Disease with PGE-1 Bearing Liposomes, patent application serial no.    
08/867,189; and Resorbable Prosthesis for Medical Treatment, patent application 
serial no. 60/236,593.                                                          

During the three months ended December 31, 2000 and 1999, costs and   
operating expenses were $686,408 and $158,623, respectively. The increase in    
costs and operating expenses is primarily due to an increase in research and    
development, facilities, personnel and overhead as rent and other costs         
increased due to the ongoing expenditures required in the furnishing, equipment 
purchase and staffing of the new in-house laboratory, as well as the advances   
made in animal studies of NRA and human clinical trials of Liprostin(TM).       

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    Research and development expenses totaled $336,000 during the three months
ended December 31, 2000, compared to $89,548 during the three months ended      
December 31, 1999. This increase of $246,452 was related to the cost of new     
equipment, materials, labor and travel connected to the initiation of the rabbit
study at Stanford University with NRA, the Phase I and II clinical studies and  
preparation with Liprostin(TM) and the ongoing, in-house projects for           
medicinally coated vascular stents.                                             

Six month period ended December 31, 2000 and December 31, 1999                  

    During the six months ended December 31, 2000, the Company had revenues of
$75,000 compared with revenues of $14,283 for the six months ended December 31, 
1999. This increase in revenue was a result of a feasibility study agreement,   
relating to the Company's stent-coating technology, with Advanced Cardiovascular
Systems, Inc., a California Corporation and subsidiary of Guidant Corporation.  

     During the six months ended December 31, 2000 and 1999, costs and operating
expenses were $1,271,981 and $496,152, respectively. The increase in costs and  
operating expenses is primarily due to an increase in research and development, 
facilities, personnel and overhead as rent and other costs increased due to the 
ongoing expenditures required in the furnishing, equipment purchase and staffing
of the new in-house laboratory, as well as the advances made in animal studies  
of NRA and human clinical trials of Liprostin(TM).                              

  Research and development expenses totaled $654,600 during the six months
ended December 31, 2000, compared to $319,460 during the six months ended       
December 31, 1999. This increase of $335,140 was related to the cost of new     
equipment, materials, labor and travel associated with the initiation of the    
rabbit study at Stanford University with NRA, the Phase I and II clinical       
studies and preparation with Liprostin(TM) and the ongoing, in-house projects   
for medicinally coated vascular stents.                                         

   Cash flows used in operating activities for the six months ended December
31, 2000 increased $713,486 to $1,013,108, compared to $299,262 for the six     
months ended December 31, 1999, primarily due to the increased cost of          
scientific personnel, materials and drug manufacturing in preparation for the   
Liprostin(TM) clinical trials.                                                  

Liquidity and Capital Resources                                                 

The Company had a working capital deficit at December 31, 2000, of    
$349,880, compared to a working capital deficit of $137,563 at June 30, 2000.   

   The Company requires significant additional funds to enable it to proceed
with its Phase II/III Liprostin(TM) clinical trials, as well as research and    
development of its licensed product nicotine receptor agonist (NRA). In May     
2000, the Company completed a $4.5 million financing commitment related to the  
private placement and sale of its convertible preferred stock in three (3) $1.5 
million tranches. Pursuant to the commitment, the Company received $1,040,300 on
May 10, 2000, and $569,757 in November 2000, which is net of related offering   
costs. There can be no assurance that the Company will take down the remaining  
tranches.                                                                       

The Company continues to actively pursue additional financing,        
collaborations with firms, and other arrangements aimed at increasing its       
capital resources. Failure to acquire such funds may adversely impact the       
scheduled marked introduction of Liprostin(TM) and possibly adversely affect the
Company's operations. In order to continue as a going concern, the Company must 
raise additional funds as noted above and ultimately achieve profit from its    
operation.                                                                      

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BUSINESS

History                                                                         

    We incorporated as a biopharmaceutical company under the laws of the state
of Nevada on June 10, 1996, under the name Endovasc, Inc. Upon our initial      
incorporation, we were authorized to issue an aggregate of 25,000 shares of     
capital stock with a par value of $0.001 per share. On September 5, 1996, we    
amended our articles of incorporation to increase our authorized shares to      
100,000,000 shares of common stock, par value $0.001 per share. On May 28, 1997,
we amended our articles of incorporation to change our name to Endovasc Ltd.,   
Inc. On June 2, 1997, we amended our articles of incorporation to authorize a   
total of 120,000,000 shares of capital stock, par value $0.001 per share, of    
which 100,000,000 shares are common shares and 20,000,000 shares are preferred  
shares.                                                                         

  On or about October 8, 1999, we received preclinical approval to file an
Investigational New Drug application for Phase I and II clinical trials of our  
Liprostin technology. On or about February 25, 1999, we obtained the exclusive  
licensing rights to Nicotine Receptor Agonist technology from the University of 
Stanford, in exchange for stock and cash. We have commenced preclinical trials  
on the safety and efficacy of NRA in conjunction with Stanford University.      
Pursuant to our agreement with Stanford University, we are financing their      
staff's clinical trials and animal studies of NRA at their California           
facilities.                                                                     

     The Company has not been subject to bankruptcy, receivership or any similar
proceeding.                                                                     

Overview                                                                        

 We develop, market and license biopharmaceutical products, particularly
liposomal drug delivery methods, for the human healthcare industry. We develop  
liposomes, which are microscopic cell-like spheres composed of a thin, durable  
lipid membrane surrounding a hollow compartment. Liposomes entrap and protect   
drugs from degradation in the blood stream and can be engineered to regulate the
transport of molecules across their outer membrane. Using this technology, we   
are developing products that deliver drugs to their intended target and release 
them with efficiency and control.                                               

Currently, our product development is focused on two product lines -  
Liprostin and Nicotine Receptor Agonist. Although we hold patents and patents   
pending for products in the process of clinical testing, our products have not  
been approved for general sales. Consequently, we have not generated any        
revenues and have historically operated with significant losses. Although our   
current development efforts focus on vascular (heart and lung) applications of  
our products, we intend to develop our technologies for use in many medical     
treatment applications. We believe that this unique and highly adaptable        
technology will put our products at the forefront of the $2 billion drug market.

Liprostin Technology                                          

  Our Liprostin products provide targeted delivery of Prostaglandin E-1 to
blood vessels in connection with angioplasty procedures. Angioplasty is a common
medical procedure that utilizes a small balloon-like structure to expand and    
clear blocked cardio-pulmonary blood vessels. Prostaglandin E1, a naturally     
occurring hormone, is used to prevent common secondary blockages from occurring 
after angioplasty treatment; these blockages are known as restenosis. Restenosis
following balloon angioplasty or stent placement is the most common problem     
occurring in the over 1,000,000 patients undergoing these procedures annually   
worldwide, according to the American Heart Association. The incidence of        
restenosis can be as high as 40-50%, according to the American Heart            
Association, within six months of the procedure (slightly less with stents) and 
most drugs tested have not yet been proven to reduce restenosis significantly in
clinical trials. Similarly, Prostaglandin E1's short lifespan in the blood      
stream can render it ineffective in preventing restenosis. Liprostin delivery   
system uses polymer coatings and emulsions to provide a longer and more         
controlled release of Prostaglandin E1 and to improve therapeutic effectiveness 
of the drug.                                                                    

    We are developing Lipostrin coated balloon catheters and stents for varied
vascular applications. As described above, balloon catheters are utilized to    
physically expand and clear blocked blood vessels in vascular surgical          
procedures. Conversely, stents are small structures used during and after       
vascular surgery to support vessels and deliver agents that promote healing. We 
intend to develop our Liprostin product lines further to treat conditions such  
as restenosis, coronary arrest, occlusive disease, ischemic ulcers, CLI (limb   
salvage), claudicants, liver disease and arthritis.                             

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     We are conducting clinical trial testing of Liprostin to obtain the Federal
Drug Administration approval of its sale in the United States. Phase I clinical 
trials test product safety and tolerance levels using a small group of subjects,
as well as providing information about the product's effectiveness and dosage   
levels. Phase II clinical trials test product efficacy, optional dosage levels  
and potential contraindications or side effects using a larger patient group. We
intend to complete both phases of clinical trials by approximately December 31, 
2002.                                                                           

     We have protected our proprietary rights to Liprostin technology through US
Patent 4,820,732, US Patent 4,955,878 and Notice of Allowance to US Patent      
5,980,551 received on November 9, 1999, and Trademark Application Ser. No.      
75/632,736 (Liprostin) and various patents pending.                             

Nicotine Receptor Agonist Technology                          

Our Nicotine Receptor Agonist technology promotes new growth of blood 
vessels (known as angiogenesis or vasculogenesis), and has applications in the  
treatment of heart disease, stroke, limb circulatory disease, and wound healing.
Researches at Stanford University discovered the technology during a 1999 study 
funded by the Tobacco-Related Diseases Research Program of the University of    
California, the American Heart Association, the National Institutes of Health   
and the Deutsche Froschungsgemeinschkaft. While studying the damaging effects of
tobacco smoke, researchers discovered that smokers appeared less susceptible to 
deaths due to infarction as compared to non-smokers. This counterintuitive      
discovery suggested that low-dose (non-smoked) nicotine had extraordinary       
angiogenic and vasculogenic growth factor potential. To develop technology based
on this unique discovery, we obtained a worldwide exclusive right to the patent 
application for Nicotine Receptor Agonist in February 2000.                     

 Further study of our Nicotine Receptor Agonist technology revealed more
conclusive results. Experiments have shown that nicotine promotes angiogenesis  
and vasculogenesis in areas of the body that are deprived of proper blood       
supply. Blockages of the arteries that feed an organ, often caused by build-up  
of fatty material, cholesterol and plaques in arterial walls, may deprive the   
tissue of proper blood supply. These blockages reduce the body's ability to     
supply organs and surrounding tissue with nutrients, particularly oxygen, which 
results in a condition called ischemia. Ischemia reduces cells' ability to      
function and in severe cases causes rapid cell death. The body naturally defends
against ischemia by reducing the work required from the affected area and       
attempting to grow new blood vessels into the ischemic area. Stanford           
researchers found tobacco smokers had significantly more growth of new vessels  
around such blockages than non-smokers, apparently due to the therapeutic       
effects of nicotine. Upon further analysis, researchers determined that a       
particular fraction of the nicotine molecule could provide a method of treating 
and preventing a range of diseases and ailments involving angiogenesis. These   
diseases, such as myocardial and cerebral infarction, mesenteric or limb        
ischemia, common wounds, vascular occlusion, and vascular stenosis, commonly    
called "hardening of the arteries", affect millions of persons every year in the
United States alone (American Heart Association).                               

We estimate that the market for treatment of these diseases is over $5
billion. For example, we estimate that a course of treatment for coronary       
ischemia utilizing Nicotine Receptor Agonist drugs would cost approximately     
$10,000 to $15,000. This type of treatment would be significantly less expensive
and intensive than current alternatives of angioplasty and or open heart        
surgery. We hope to market a commercially viable product using this Nicotine    
Receptor Agonist technology within three years.                                 

Distribution Methods                                                            

 Upon receipt of necessary governmental regulatory consent, we intend to
distribute products utilizing our Liprostin and Nicotine Receptor Agonist       
technologies worldwide. As previously described, we are developing Lipostrin    
coated balloon catheters and stents for varied vascular applications. We also   
intend to develop new products that use Liprostin to treat conditions such as   
coronary arrest, occlusive disease, ischemic ulcers, CLI (limb salvage),        
claudicants, liver disease and arthritis. Although we have not developed        
specific product applications for our Nicotine Receptor Agonist technology, we  
intend to develop and distribute products for treatment of myocardial and       
cerebral infarction, mesenteric or limb ischemia, common wounds, vascular       
occlusion and vascular stenosis.                                                

    In addition to peer review, seminars, journals and direct sales, we intend
to market and distribute our products in conjunction with business partners     
experienced in marketing and distribution in the biopharmaceutical and medical  
industries. If we are unable to reach an agreement with marketing and           
distribution partners that is acceptable to us, we may raise the funds necessary
to create our own production, marketing and distribution infrastructure through 
a public offering of our securities.                                            

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Patents and Proprietary Rights                                                  

We believe that adequate protection of our proprietary technology is a
vital aspect of our business operations. Consequently, we pursue patent         
protection for our proprietary technology in the United States and in foreign   
countries, as deemed necessary to protect development of our operations.        

    We have patent protection for several products and are pursuing patent and
trademark applications for additional products. In August 1996, Dr. Jackie R.   
See transferred and assigned patent rights in the United States, Germany and    
Canada for two of our products. The first patent, United States Patent No.      
4,820,732, was issued on April 11, 1989, and protects our proprietary technology
regarding a "Method and Composition for Reducing Dysfunction in Angioplasty     
Procedures." The second patent, United States Patent No. 4,955,878, was issued  
on September 11, 1990, and protects our proprietary technology regarding a "Kit 
for Treating Arterial Dysfunction Resulting from Angioplasty Procedures." We    
have not maintained the application of this second patent and intend to let its 
protections expire to the benefit of the public domain, except as limited by    
patent applications described below.                                            

   In addition to these assigned patents, we obtained a United States patent
for our proprietary technology regarding a "Composition and Method for Making a 
Biodegradable Drug Delivery Stent," on November 9, 1999. Similarly, we have     
filed a patent application for this technology under the Patent Cooperation     
Treaty, as well as with the European Patent office and European Union. These    
applications seek patent protection in France, Germany and the United Kingdom.  

We have United States patent applications pending for several other   
technologies. In June 1997, we filed a United States patent application for our 
proprietary technology regarding a "Method and Apparatus for Treating Vascular  
Disease with PGE-1 Bearing Liposomes." In May 1999, we filed a United States    
patent application for our proprietary technology regarding "Prosthesis with    
Biodegradable Surface Coating and Method for Making Same." The May 1999         
application is a "continuation in part" of our patent application regarding     
"Composition and Method for Making a Biodegradable Drug Delivery Stent," and, if
granted, will protect this technology's application in various medical products.
In June 1999, we filed a United States patent application for our proprietary   
technology regarding "Sterically Stabilized Liposomes with Improvement of Blood 
Retention Times and Targeting of Sites of Disease by Prostaglandins in          
Particulate Drug Carriers."                                                     

We are seeking trademark protection for the name Liprostin(TM) under  
Trademark Application Ser. No. 75/632,736. In May of 1999, the United States    
Patent and Trademark Office notified us that our pending Patent US Ser. No.     
09/309,949 would be allowed (Notice of Allowance). We also own rights to several
trademarks employed in our business, including our logo, the registered domain  
name of www.endovasc.com, and other trade and service marks identifying our     
products and services.                                                          

In February 2000, we obtained exclusive worldwide licensing rights to 
develop, manufacture, use and sell products incorporating nicotine and nicotine 
agonists for therapeutic angiogenesis. Pursuant to our acquisition of these     
product rights from the Leland Stanford Junior University, we agreed to pay     
royalties to the university on sales of any products incorporating the nicotine 
agonist technology. Our licensing rights may be terminated in the event that we 
default on payment of royalties, in addition to certain other circumstances.    

     It is important to note that other public and private institutions may have
obtained, or filed applications for, patents that we may need for development of
our products. We cannot know the scope or validity of such patents, the extent  
that we may desire to acquire licenses under such patents, or the availability  
of such licenses upon terms that are acceptable to us.                          

Governmental Regulation                                                         

United States and international governmental regulation of the        
biopharmaceutical industry is a significant factor in our operations,           
particularly our research and development activities. In the United States the  
Food and Drug Administration oversees clinical testing, production and marketing
of our products for human therapeutic use through rigorous mandatory procedures 
and safety.                                                                     

    The Food & Drug Administration requires satisfaction of several procedures
prior to approving marketing and distribution of pharmaceutical products in the 
United States. These includes (i) preclinical tests, (ii) submission of an      
application for an Investigational New Drug, which must become effective before 
commencing human clinical trials, (iii) thoroughly documented and supervised    
human clinical trials to determine drug safety and efficacy in its intended     
application, (iv) submission and acceptance of an Investigational New Drug      
Application, in the case of drugs, or a Product License Application, in the case
of biologics, and (v) approval of the Investigational New Drug Application or   
Product License Application prior to commercial sale or shipment of the drug or 

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biologic. In addition to this process, each domestic drug manufacturing         
establishment must be registered or licensed with the Food and Drug             
Administration. Domestic manufacturing establishments are also subject to       
inspections by the FDA and by other federal, state and local agencies and must  
comply with Good Manufacturing Practices as required.                           

   Clinical trials are typically conducted in three sequential phases, which
may overlap. Phase I clinical studies test dosage and tolerance upon initial    
introduction of the drug to humans. Phase II clinical studies document          
evaluation of drug safety and efficacy. Phase III trials document large scale   
evaluation of drug safety and efficacy and may utilize larger patient pools,    
depending on the type of marketing approval that is sought.                     

    Clinical testing and the Food and Drug Administration approval process for
a new product often involves significant time and resources. The Food and Drug  
Administration may grant an unconditional approval of a drug for a particular   
indication or may grant approval pending further post-marketing testing. In     
addition, further clinical studies may be required to provide additional safety 
data or to gain approval for an alternative product application than was        
originally approved.                                                            

    International biopharmaceutical product sales and distribution are subject
to widely varying regulatory requirements. Generally, the European Union has    
coordinated its member states' common standards for clinical testing of new     
drugs. Due to difference in regulatory restrictions in the European Union and   
other foreign jurisdictions the time required to obtain regulatory approval from
a foreign country's regulatory agencies may be longer or shorter than that      
required for Food and Drug Administration approval.                             

         In  addition  to  these  regulations,   our  operation  is  subject  to
regulations  under  state  and  federal  law  regarding   occupational   safety,
laboratory  practices,  the use and  handling  of  radioisotopes,  environmental
protection and hazardous substance control as well as other present and possible
future local, state, federal and foreign regulation.                            

Competition                                                                     

Competition in the biopharmaceutical industry and the liposome and    
lipid-based product area is intense. Factors such as product performance,       
patient compliance, physician acceptance, ease of use, safety, price, marketing,
distribution and adaptability of administration are crucial to capturing market 
position in our industry. Competition may also be based on other company's      
development of alternative products and approaches aimed at the treatment,      
diagnoses or prevention of the same diseases as our products.                   

   Competition from other companies is based on scientific and technological
factors, the availability of patent protection, the ability to commercialize    
technological developments, the ability to obtain government approval for       
testing, manufacturing and marketing and the economic factors resulting from the
use of those products. Many companies, both public and private, including       
well-known pharmaceutical and chemical companies, many of which have greater    
capital resources than we do, are seeking to develop lipid and liposome based   
products similar to our own. In addition, colleges, universities, and public and
private research institutions are similarly seeking to establish proprietary    
rights to these product technologies.                                           

We face established and well-funded competition from other companies  
developing liposome based drug delivery systems. These competitors include Eli  
Lilly, The Liposome Company and Schering-Plough. These companies generally use  
liposome for the delivery of antitumor drugs, while our products are primarily  
intended for use in vascular treatments. To our knowledge, current competition  
in the vascular treatment area is limited to ReoPro(R) sold by Censtocor and    
marketed by Eli Lilly, which is used in angioplasty.                            

Research and Development                                                        

We maintain 3,500 square feet of lab space equipped with customary wet
laboratory equipment at our headquarters in Montgomery, Texas.                  

Our research and development efforts are focused on our core product -
Liprostin. We are conducting clinical trial testing of Liprostin to obtain the  
Federal Drug Administration approval of its sale in the United States. Phase I  
clinical trials test product safety and tolerance levels using a small group of 
subjects, as well as providing information about the product's effectiveness and
dosage levels. Phase II clinical trials test product efficacy, optional dosage  
levels and potential contraindications or side effects using a larger patient   
group. We intend to complete both phases of clinical trials by approximately    
December 31, 2002.                                                              

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In addition, we are conducting feasibility studies with prospective   
strategic partners to find practical collaborative products that incorporate    
Liprostin with other technologies. We intend to develop new uses for our core   
product Liprostin, including applications in hip or bone prostheses, cancer     
treatment, inflammatory disease, liver disease and other diseases that have     
responded well to prostaglandin treatment.                                      

We are monitoring and assisting Stanford University's research and    
development of our Nicotine Receptor Agonist technology and have commenced      
preclinical trials, in conjunction with the university, on the safety and       
efficacy of this technology. Pursuant to our agreement with Stanford University,
we are financing their staff's clinical trials and animal studies of Nicotine   
Receptor Agonist, conducted at their California facilities. We are currently    
developing this technology for use in treatment of peripheral occlusive arterial
disease, in addition to other applications.                                     

   To date, all of our research and development has been carried out without
the need of additional plant and equipment. Although we cannot assure the       
adequacy of our current plant and equipment for future operations, we do not    
intend to obtain additional plant or equipment at this time.                    

Employees                                                                       

As of March 01, 2001, we employed fourteen employees, including five  
management and nine support staff employees. In addition, we employ twelve      
part-time consultants. None of our employees or independent contractors is      
subject to a collective bargaining agreement and we believe that our relations  
with our employees are good.                                                    

Properties                                                                      

   We maintain our executive offices and research and development facilities
at 15001 Walden Road, Suites 108, 234 and 235, Montgomery, Texas 77356. We lease
these 4,750 square foot facilities at an aggregate monthly rental rate of       
$4,200.                                                                         

Legal Proceedings                                                               

     We are not involved in any material litigation or legal proceedings and are
not aware of any potential material litigation or proceeding threatened against 
us.                                                                             

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MANAGEMENT

Directors and Executive Officers                                                

      Our Directors, executive officers, and key employees are as follows:

                                                        [Enlarge/Download Table]


                                                             Period Served As             
Name                   Age  Position                         Officer/Director/Key Employee

                                                                                          
David P. Summers       61   Chief Executive Officer          Inception (1996)             
                            and Chairman                     to Present                   

Diane Dottavio         49   Acting Chief Scientific Officer  January 2000 to Present      
                            and Director of Research and             and                  
                            Development                      March 2000 to Present        

Barbara J. Richardson  53   Vice President of Operations,    January 2000 to Present      
                            Secretary and Director                                        

M. Dwight Cantrell     54   Chief Financial Officer,         January 1997 to Present      
                                                             Treasurer and Director       

Gary R. Ball           40   Director                         July 1996 to Present         

Claudio R. Roman       42   Director                         January 1997 to Present      


    Set forth below is a brief background of the executive officers, Directors
and key employees of the Company, based on information supplied by them.        

  Dr. David P. Summers serves as our Chief Executive Officer and Chairman.
Dr. Summers has served in this capacity on a full-time basis since our inception
and is primarily responsible for our operations as a whole. Prior to working    
with Endovasc, Dr. Summers founded American BioMed, Inc. and served as its      
President and Chief Executive Officer from 1984 to 1995. Dr. Summers is a Fellow
in the American College of Angioplasty as well as the inventor of several       
medical devices used to treat cardiovascular diseases. He is the author of 18   
issued patents and has 8 patents pending. Prior to founding American BioMed, Dr.
Summers assisted with the management of several corporations, including C.R.    
Bard, Inc., a manufacture and distributor of cardiovascular medical products,   
Karl Stortz Endoscopy, an endoscopic instrument company, and Pall Corporation, a
manufacturer and distributor of blood filtration products. Dr. Summers holds an 
M.B.A. degree from Pepperdine University as well as a Ph.D. in International    
Economics from Kennedy-Western University. He is also a member of the New York  
Academy of Sciences, the American Association of Advancement of Science, the    
Houston Inventors Association, the International Society for Endovascular       
Surgery, the European Vascular Society, and the Society of Plastic Engineers.   

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   Diane Dottavio serves as our Acting Chief Scientific Officer and Director
of Research and Development. Prior to joining us, Ms. Dottavio served as Senior 
Scientist with Leukosite, Inc., from 1994 to 1996, and as Director of Laboratory
Instruction and Research at the University of Houston, from 1997 to this year.  
Ms. Dottavio holds a B.S. in Biology and a M.S. in Organic Chemistry from the   
University of New Mexico, as well as a Ph.D. in Biochemistry from the University
of Texas.                                                                       

     Barbara J. Richardson serves as our Vice President of Operations, Secretary
and Director. Ms. Richardson is experienced in small business management and    
marketing. Prior to joining us in January of this year, Ms. Richardson served as
Senior Administrative Coordinator for Baylor College of Medicine, from 1994 to  
this year.                                                                      

 M. Dwight Cantrell serves as our Chief Financial Officer, Treasurer and
Director, on a part-time basis. Mr. Cantrell has maintained, and continues to   
maintain, a public accounting practice in the state of Texas since 1976. Mr.    
Cantrell is a public accountant, and holds a B.S. in accounting from Southern   
Ohio University.                                                                

     Gary R. Ball serves as our Director and is one of our co-founders. Prior to
co-founding us in July 1996, Mr. Ball served as a mechanical engineer with      
American BioMed, Inc., from 1991 to 1996. Mr. Ball is a co-inventor of two U.S. 
patents and is experienced in prototype design, research, and development, as   
well as reliability testing and patent research and filing.                     

     Claudio R. Roman serves as our Director. Mr. Roman is a practicing attorney
in the State of Texas. Mr. Roman has maintained, and continues to maintain, a   
private law practice in the state of Texas since 1985. Mr. Roman holds a J.D.   
degree from the University of Houston School of Law.                            

     Our Directors hold office until the next annual meeting of our stockholders
and until their successors have been elected and duly qualified. Executive      
officers are elected by our Board of Directors annually and serve at the        
discretion of the Board.                                                        

 Compensation of Directors

    Non-employee Directors receive no salary for their services and receive no
fee from the Company for their participation in meetings, although all Directors
are reimbursed for reasonable travel and other out-of-pocket expenses incurred  
in attending meetings of the Board.                                             

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Executive Compensation

    The following table sets forth certain summary information with respect to
the compensation paid to the our executive officers for services rendered to us,
in all capacities, for the fiscal years ended June 30, 2000, 1999, and 1998.    
Other than as listed below, we had no executive officers whose total annual     
salary and bonus exceeded $100,000 for that fiscal year:                        

                                                        [Enlarge/Download Table]


                         Summary Compensation Table                                                                 

                                                                     Long Term Compensation                         
                                                             Annual Compensation          Awards                    
Payouts                                                                                                             
                                                       Other                      Securities                        
                                                       Annual      Restricted     Under-                Other       
Name and                                               Compen-     Stock          Lying       LTIP      Compen-     
Principal                          Salary    Bonus     sation      Awards         Options/    Payouts   sation      
Position                 Year        ($)      ($)        ($)         ($)             ($)       ($)      SARs(#)     
----------------------  ------    --------  --------  ---------    ----------     ----------- ---------- -----------

                                                                                                                    
David P. Summers         2000      72,000      -          -            -            200,000     $0.25        -      
CEO and Director         1999      75,000      -          -            -          1,000,000     $0.25        -      
                         1998      60,000      -          -            -               -          -          -      

Directors of the Company receive no compensation for their services as
Directors.                                                                      

Employment Agreements                                                           

   We have entered into employment agreements with Dr. David Summers and Ms.
Barbara Richardson. We entered into a three-year employment contract with Dr.   
Summers in 1996, providing for annual compensation of $150,000 in cash and      
equity interests. The original term of this contract has expired, but the term  
has been renewed for a one-year period each June since its original expiration. 

  We also have a one-year automatically renewable employment contract with
Ms. Richardson, providing for annual compensation of $60,000 in cash and equity 
interests.                                                                      

Stock Option Plans                                                              

   In December 2000, the Board of Directors adopted a stock option plan (the
"2000 Plan") that had been approved by shareholders in at the Annual Meeting,   
pursuant to which 2,000,000 shares of common stock are reserved for issuance.   
The following is a description of the 2000 Plan:                                

    The 2000 Plan is administered by the Board of Directors, or by a committee
with at least two Directors as delegated by the Board of Directors who determine
among other things, those individuals who shall receive options, the time period
during which the options may be partially or fully exercised, the number of     
shares of common stock issuable upon the exercise of the options and the option 
exercise price.                                                                 

 The 2000 Plan is for a period of ten years. Options under the 2000 Plan
must be issued within ten years from the effective date of the 2000 Plan.       
Options may be granted to officers, Directors, consultants, key employees,      
advisors and similar parties who provide their skills and expertise to us.      
Options granted under the 2000 Plan may be exercisable for up to ten years, may 
require vesting, and shall be at an exercise price all as determined by the     
Board of Directors. Options will be non-transferable except to an option        
holder's personal holding company or registered retirement savings plan and     
except by the laws of descent and distribution or a change in our control, as   
defined in the 2000 Plan, and are exercisable only by the participant during his
or her lifetime. Change in control includes (i) the sale of substantially all of
our assets and merger or consolidation with another, or (ii) a majority of the  
Board of Directors changes other than by election by the shareholders pursuant  
to a Board of Directors' solicitation or by vacancies filled by the Board of    
Directors caused by death or resignation of such person.                        

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   If a participant ceases affiliation with us by reason of death, permanent
disability or the retirement of an optionee either pursuant to a pension or     
retirement plan we adopted on the normal retirement date prescribed by us from  
time to time, the option remains exercisable for three months from such         
occurrence but not beyond the option's expiration date. Other termination gives 
the participant three months to exercise, except for termination for cause that 
results in immediate termination of the option.                                 

    Options granted under the 2000 Plan, at the discretion of the compensation
committee or the Board of Directors, may be exercised either with cash, by      
certified check or bank cashier's check, common stock having a fair market equal
to the cash exercise price, the participant's promissory note, or with an       
assignment to us of sufficient proceeds from the sale of the common stock       
acquired upon exercise of the Options with an authorization to the broker or    
selling agent to pay that amount to us, or any combination of the above.        

    The exercise price of an option may not be less than the fair market value
per share of common stock on the date that the option is granted in order to    
receive certain tax benefits under the Income Tax Act of United States (the     
"ITA"). The exercise price of all future options will be at least 100% of the   
fair market value of the common stock on the date of grant of the options. A    
benefit equal to the amount by which the fair market value of the shares at the 
time the employee acquires them exceeds the total of the amount paid for the    
shares or the amount paid for the right to acquire the shares shall be deemed to
be received by the employee in the year the shares are acquired pursuant to     
paragraph 7(1) of the ITA. Where the exercise price of the option is equal to   
the fair market value of the shares at the time the option is granted, paragraph
110(1)(d) of the ITA allows a deduction from income equal to one quarter of the 
benefit as calculated above. If the exercise price of the option is less than   
the fair market value at the time it is granted, no deduction under paragraph   
110(1)(d) is permitted. Options granted to any non-employees, whether Directors 
or consultants or otherwise will confer a tax benefit in contemplation of the   
person becoming a shareholder pursuant to subsection 15(1) of the ITA.          

  Any unexercised options that expire or that terminate upon an employee's
ceasing to be employed by us become available again for issuance under the 2000 
Plan.                                                                           

The 2000 Plan may be terminated or amended at any time by the Board of
Directors, except that the number of shares of common stock reserved for        
issuance upon the exercise of options granted under the 2000 Plan may not be    
increased without the consent of our shareholders.                              

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PRINCIPAL STOCKHOLDERS

     The following table sets forth certain information regarding the beneficial
ownership of our common stock as of March 1, 2001, by (i) each person who, to   
our knowledge, beneficially owns more than 5% of our common stock; (ii) each of 
our Directors and executive officers; and (iii) all of our executive officers   
and Directors as a group:                                                       

                                                                [Download Table]


                                                                   Percentage of
Name and Address of                              Amount of         Beneficial   
Beneficial Owner (1)                             Beneficial        Ownership    
                                                 Ownership(2)(3)                

                                                                                
David P. Summers                                   3,581,278 (4)     28.12      
Barbara J. Richardson                                 52,000          0.41      

M. Dwight Cantrell                                   100,000 (5)      0.79      
Gary R. Ball                                         993,500 (6)      7.80      
Claudio R. Roman                                      50,000          0.39      
Celeste Trust Reg.                                 1,075,179 *(7)     7.78 (8)  
Balmore Funds                                      1,218,536 *(7)     8.73 (8)  
Keshet L.P.                                          788,465 *(7)     5.83 (8)  

All Directors and Executive Officers as a Group    4,801,778          0.30      

(6 persons)                                                                     
----------------------                                                          
Less than 1%.                                                                   

  * This shareholder may not be required to purchase more than 9.9% of the
issued and outstanding shares of Endovasc Ltd. pursuant to the terms of their   
agreements with Endovasc Ltd..                                                  

(1) Except as otherwise noted, the address of the beneficial owners   
described in this table shall be c/o Endovasc Ltd., Inc., 15001 Walden Road,    
Suite 108, Montgomery, Texas 77356.                                             

(2) The securities "beneficially owned" by a person are determined in 
accordance with the definition of "beneficial ownership" set forth in the rules 
and regulations promulgated under the Securities Exchange Act of 1934, as       
amended, and accordingly, may include securities owned by and for, among others,
the spouse and/or minor children of an individual and any other relative who has
the same home as such individual, as well as other securities as to which the   
individual has or shares voting or investment power or which such person has the
right to acquire within 60 days after the Record Date pursuant to the conversion
of convertible equity, exercise of options, or otherwise. Beneficial ownership  
may be disclaimed as to certain of the securities.                              

    (3) Based upon 12,736,675 shares of common stock outstanding as of May 31,
2000, assuming no other changes in the beneficial ownership of our securities,  
except as noted in note (7) hereto.                                             

  (4) Mr. Summer's beneficially owned shares include approximately 243,000
shares beneficially owned by his wife, Dorothy Summers. Mr. Summers exercises no
investment or voting power over any of the shares owned by his wife, and        
disclaims beneficial ownership of those shares.                                 

   (5) Mr. Cantrell's beneficially owned shares include approximately 50,000
shares beneficially owned by his wife, Jane Cantrell. Mr. Cantrell exercises no 
investment or voting power over any of the shares owned by his wife, and        
disclaims beneficial ownership of those shares.                                 

     (6) Mr. Ball's beneficially owned shares include approximately 5,000 shares
beneficially owned by his wife, Sherry Ball. Mr. Ball exercises no investment or
voting power over any of the shares owned by his wife, and disclaims beneficial 
ownership of those shares.                                                      

(7) Represents shares of common stock issuable upon the conversion of 
Series A Preferred Stock which have been, or may be, issued.                    

    (8) Based upon the shares of common stock outstanding assuming conversion,
as of May 31, 2000, of Series A Preferred Stock which have been, or may be,     
issued to this beneficial holder.                                               

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CERTAIN TRANSACTIONS

   As of the date of this prospectus, we have not entered into a transaction
during the past two years with a value in excess of $60,000 with a Director,    
officer, or beneficial owner of 5% or more of our capital stock, or members of  
their immediate families that had, or is to have, a direct or indirect material 
interest in us, except as follows:                                              

  Effective October 1, 1999, we entered into a stock option agreement with
Dr. David P. Summers. Under this agreement, Dr. Summers is granted an option to 
purchase up to 1,000,000 shares of our common stock at a purchase price below   
the prevailing market price. The option is for a five year period ending October
31, 2004. In December 2000, Dr. Summers exercised his rights under the agreement
in exchange for $250,000 in debt.                                               

   Effective December 9, 1997, we entered into a stock option agreement with
Gary R. Ball. Under this agreement, Mr. Ball is granted an option to purchase up
to 600,000 shares of our common stock at a purchase price below the prevailing  
market price. The option is for a three year period expiring December 8, 2000.  
In January 2000, Mr. Ball exercised his option under the agreement in exchange  
for $60,000 in accrued debt.                                                    

During the fiscal year ended June 30, 1998, we also entered into an   
agreement with M. Dwight Cantrell under the terms of which he was compensated   
for past services as our Director. Under the terms of this agreement, Mr.       
Cantrell was granted an option to purchase 50,000 shares of our common stock at 
a purchase price of $0.75 per share for a term of three years. In December 2000,
Mr. Cantrell exercised his right under the agreement in exchange for $25,000 in 
accrued debt.                                                                   

  During the fiscal year ended June 30, 1999, we entered into an agreement
with Claudio Roman, Esq., pursuant to which he was compensated for past services
as our legal counsel. Under the terms of this agreement, Mr. Roman was granted  
an option to purchase 50,000 shares of our common stock at a purchase price of  
$0.25 per share for a term of three years.                                      

     During the fiscal year ended June 30, 1998, we entered into an agreement to
purchase the rights to patent number 4,820,732 and patent number 955,878 from   
Francis Pizzulli. The purchase price was $125,000, $50,000 of which was payable 
upon execution and $75,000 of which was due by December 31, 1997. The agreement 
also called for the issuance of 200,000 shares of our common stock. We made the 
initial $50,000 payment and issued the 200,000 shares of stock, pursuant to the 
exemption from registration under Section 4(2) of the Securities Act of 1933, as
amended. However, we did not make the $75,000 payment as scheduled. The         
agreement indicated that if the final payment was not made within seven months  
from the execution of the agreement that the final payment would be increased to
$150,000 plus the issuance an additional 200,000 shares of stock. We issued a   
total of 300,000 shares in final settlement of the agreement, in March 2000.    

  Between March 1998 and December 1999, David Summers, our Chairman of the
Board of Directors and Chief Executive Officer, made two advances to us in the  
amounts of $123,000 and $25,000, respectively. These advances were made on an   
unsecured basis, with no interest accrual, and were due and payable on June 30, 
2000. During December 1999, we issued 1,250,000 shares of common stock, valued  
at $0.10 per share as of the date of the issuance, in full and final repayment  
of the aforementioned advances.                                                 

    During the fiscal year ended June 30, 2000, David Summers, our Chairman of
the Board of Directors, and Chief Executive Officer, made advances to the       
corporation totaling $795,748. In December, 2000 $250,000 of this debt was      
retired to exercise as stock option as noted above.                             

In December 2000, the Board of Directors granted stock options to the 
following officers and directors: David P Summers, CEO, 200,000 shares: Barbara 
J Richardson, Executive Vice President, 100,000 shares; and Dwight Cantrell,    
Chief Financial Officer, 200,000 shares. The options were for 3 years at an     
exercise price of $0.40.                                                        

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 DESCRIPTION OF SECURITIES

     Our authorized capital consists of 120,000,000 shares of capital stock, par
value $0.001 per share, of which 100,000,000 shares are common stock shares and 
20,000,000 shares are preferred stock shares that may be issued in one or more  
series at the discretion of the Board of Directors. As of the date hereof,      
17,191,621 shares of common stock, options and warrants to purchase up to       
3,021,083 shares of common stock, and 17,878 shares of preferred stock are      
issued and outstanding.                                                         

Common Stock                                                                    

     Holders of shares of our common stock are entitled to one vote per share on
each matter submitted to vote at any meeting of shareholders. Shares of common  
stock do not carry cumulative voting rights and, therefore, holders of a        
majority of the outstanding shares of common stock will be able to elect the    
entire Board of Directors, and, if they do so, minority shareholders would not  
be able to elect any members to the Board of Directors. Our Board of Directors  
has authority, without the action by our shareholders, to issue all or any      
portion of the authorized but unissued shares of common stock, which would      
reduce our shareholders' ownership interest in us and which may dilute our      
common stock's book value.                                                      

  Our by-laws provide that a majority of the shares issued and outstanding
and entitled to vote on a matter shall constitute a quorum for shareholders'    
meetings, except with respect to matters for which a greater quorum is required 
by law.                                                                         

     Our shareholders have no pre-emptive rights to acquire additional shares of
common stock. The shares of common stock are not subject to redemption and carry
no subscription or conversion rights. In the event of our liquidation, the      
shares of common stock are entitled to share equally in corporate assets after  
satisfaction of all liabilities. All of the shares of common stock currently    
issued and outstanding are fully paid and non-assessable.                       

     Holders of shares of common stock are entitled to receive such dividends as
the Board of Directors may from time to time declare out of funds legally       
available for the payment of dividends. We have not paid dividends on our shares
of common stock and there can be no assurance that we will pay dividends in the 
foreseeable future. See "Dividend Policy" and "Risk Factors."                   

Preferred Stock                                                                 

  Shares of Preferred Stock may be issued from time to time in one or more
series as may from time to time be determined by our Board of Directors. Our    
Board of Directors has authority, without action by the shareholders, to        
determine the voting rights, preferences as to dividends and liquidation,       
conversion rights and any other rights of such series. Any Preferred Shares, if 
and when issued, may carry rights superior to those of the shares of common     
stock.                                                                          

Options and Warrants                                                            

    The following is a summary of outstanding options and warrants to purchase
our common stock, as at March 1, 2001:                                          

                                                                [Download Table]


          Number                                              
         of Shares     Vested  Expiration Date  Exercise Price

                                                              
         600,000      600,000   December, 2003         $ 0.40 
          50,000       50,000        May, 2001           0.75 
          50,000       50,000   December, 2003           1.00 
         675,500            0   December, 2003           0.40 
         250,000      250,000        May, 2003           0.10 
         395,583      395,583        May, 2003           1.89 
       1,000,000    1,000,000      March, 2003           0.01 
       ---------    ---------                                 
TOTAL  3,021,083    2,346,083                                 


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Trading Information                                                             

     Our common stock is quoted on the OTC Bulletin Board, a regulated quotation
service that captures and displays real-time quotes and/or indications of       
interest in securities not listed on The NASDAQ Stock Market or any U.S.        
exchange. As of March 1, 2001, the closing price for our common stock was $0.22 
and the 52-week high and low prices were $15.00 and $0.16, respectively.        
Information as to trading volumes, and bid and asked prices, for our common     
stock may be obtained directly from the OTC Electronic Bulletin Board. See      
"Market for Securities."                                                        

Legal Matters                                                                   

   Certain legal matters in connection with the Offering will be passed upon
for us by our United States securities counsel, Sichenzia, Ross & Friedman LLP  
135 West 50th Street, 20th Floor, New York, New York, 10020. Certain members of 
Sichenzia, Ross & Friedman LLP are the beneficial owners of an aggregate 54,000 
shares of our common stock.                                                     

Experts                                                                         

   Our financial statements as of June 30, 2000 and for the years ended June
30, 2000 and 1999, and for the period from inception, June 10, 1996, to June 30,
2000 (Audited), have been included herein and in the registration statement in  
reliance upon the reports of Ham, Langston & Brezina, LLP, independent certified
public accountants, appearing elsewhere herein, and upon the authority of such  
firm as experts in accounting and auditing.                                     

 SHARES ELIGIBLE FOR FUTURE SALE

     As of the date of this Prospectus, we have outstanding 17,191,622 shares of
common stock.                                                                   

6,481,831 of our shares of outstanding common stock are "restricted   
securities" as that term is defined in Rule 144 under the Securities Act of     
1933, as amended ("Act"), and under certain circumstances may be sold without   
registration pursuant to that rule.                                             

    In general, under Rule 144 as currently in effect, subject to satisfaction
of certain other conditions, a person (or persons whose shares are required to  
be aggregated), including our affiliates, who beneficially owns "restricted     
shares" for a period of at least two years is entitled to sell within any       
three-month period, a number of shares that does not exceed the greater of 1%   
(171,916 as of the date of this prospectus) of the then outstanding shares of   
common stock, or if the common stock is quoted on the NASDAQ System, the average
weekly trading volume of the common stock during the four calendar weeks        
preceding the filing of the required notice of sale with the Securities and     
Exchange Commission. The seller also must comply with the notice and manner of  
sale requirements of Rule 144, and there must be current public information     
available about us. In addition, any person (or persons whose shares are        
aggregated) who is not, at the time of the sale, nor during the preceding three 
months, our affiliate, and who has beneficially owned restricted shares for at  
least three years, can sell such shares under Rule 144 without regard to any of 
the limitations described above.                                                

No predictions can be made of the effect, if any, that future sales of
restricted shares or the availability of restricted shares for sale will have on
the market price prevailing from time to time. Nevertheless, sales of           
substantial amounts of the restricted shares of common stock in the public      
market could adversely affect the then prevailing market prices for the common  
stock and could impair our ability to raise capital through the sale of our     
equity securities.                                                              

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SELLING STOCKHOLDERS

    The following table gives information on the selling stockholders based on
the number of outstanding shares of our common stock, as of March 1, 2001. The  
number of shares to be beneficially owned following completion of the offering  
is based on the assumption that the stockholder will sell all of the shares that
may be offered for the stockholder's account in this offering, and that the     
stockholder will not purchase or sell any other shares. Stockholders are not    
required to sell the shares that may be offered in this offering. Under SEC     
rules, beneficial ownership includes all shares of our common stock issuable    
within 60 days after the date of this prospectus upon exercise of outstanding   
options, warrants, convertible securities or other rights.                      

                                                        [Enlarge/Download Table]


               Name         No. of Shares         Percent of      No. of Shares        No. of   
                             Beneficially     Outstanding Shares     Offered           Shares   
                                Owned           Represented by                      Owned After 
                             (1) (2) (3)           Total (%)                            Sale    
                                                                                                
Celeste Trust Reg.            2,948,522*             8.51            2,568,340               0  
Balmore Funds                 5,441,086*            15.70            5,060,404               0  
The Keshet Fund L.P.          2,436,458*             7.03            2,050,554               0  
Keshet L.P.                   9,543,774*            27.53            8,769,226               0  
Talbiya B. Investments Ltd.   1,369,144*             3.95            1,162,952               0  
Nesher Ltd.                   1,678,266*             4.84            1,312,632               0  
J.P. Turner & Company LLP     1,000,000   (4)        2.89            1,000,000  (4)          0  

         TOTAL               24,417,250             70.45          21,924,108                0  

* This selling shareholder may not be required to purchase more than 9.9% of the
issued and  outstanding  shares of Endovasc Ltd.  pursuant to the terms of their
agreements with Endovasc Ltd.                                                   

(1)  Except as  otherwise  noted  herein,  the number and  percentage  of shares
     beneficially  owned is  determined  in  accordance  with Rule  13d-3 of the
     Exchange  Act,  and  the  information  is  not  necessarily  indicative  of
     beneficial  ownership for any other  purpose.  Under such rule,  beneficial
     ownership includes any shares as to which the individual has sole or shared
     voting power or investment  power and also any shares which the  individual
     has the  right to  acquire  within  60 days of the date of this  prospectus
     through the exercise of any stock option or other right.  Unless  otherwise
     indicated  in the  footnotes,  each person has sole  voting and  investment
     power,  or shares such powers with his or her spouse,  with  respect to the
shares shown as beneficially owned.                                   

(2)  Assumes the sale of all shares of common stock offered hereby.             

(3)  Includes the following  shares of common stock issuable upon the conversion
     of Series A Preferred  Stock which have been,  or may be,  issued:  Celeste
     Trust Reg. 2,568,340,  Balmore Funds, S.A. 5,060,404,  The Keshet Fund L.P.
     2,050,554,  Keshet L.P.  8,769,226,  Talbiya B. Investments Ltd. 1,162,952,
     and Nesher Ltd.  1,312,632.  The number of shares of common  stock shown as
     beneficially  owned both  prior to and after the  offering  by the  selling
     shareholders holding Series A Preferred Stock represents an estimate of the
     number of shares of common stock to be offered by such selling shareholders
     assuming a conversion price of $0.14 per share. The actual number of shares
     of common stock issuable upon conversion of the Series A Preferred Stock is
     indeterminate,  is subject to adjustment  and could be  materially  less or
     more than such  estimated  number  depending  on  factors  which  cannot be
     predicted by Endovasc at this time,  including  the future  market price of
     the common stock. The actual number of shares of common stock issuable upon
     conversion  of the  Series A  Preferred  Stock  shall  equal the sum of the
     stated  value of $100 per  share,  as  adjusted  for any  stock  dividends,
     combinations  or splits with respect to such share,  and accrued and unpaid
     dividends on such share,  divided by the conversion  price.  The conversion
     price  shall be at the  election  of the Holder of the  Series A  Preferred
     Stock:  (1) 85% of the three lowest average  closing bid prices of Endovasc
     Class A Common Stock for the thirty trading days immediately  preceding the
     date of the initial  issuance of the shares of Series A Preferred  Stock or
     (2) 70% of the  average  of the three  lowest  closing  bid  prices for the
     thirty trading days immediately  preceding the conversion of the respective
     shares  of  Series A  Preferred  Stock.  Therefore,  the  number  of shares
     issuable upon  conversion of the Series A Preferred  Stock may be less than
     or greater  than the number of shares  shown as  beneficially  owned by the
selling shareholders or otherwise covered by this prospectus.         

(4)  Represents shares of common stock issuable upon the exercise of warrants to
purchase common stock.                                                

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PLAN OF DISTRIBUTION

We are registering this offering of shares on behalf of the selling   
stockholders. We will pay all costs, expenses and fees related to the           
registration, including all registration and filing fees, printing expenses,    
fees and disbursements of our counsel, blue sky fees and expenses. The selling  
stockholders will pay any underwriting discounts and selling commissions in     
connection with the sale of the shares.                                         

 The selling stockholders may sell the shares covered by this prospectus
from time to time in one or more transactions through the OTC Bulletin Board or 
an interdealer quotation system, on one or more securities exchanges, in        
alternative trading markets or otherwise, at prices and at terms then prevailing
or at prices related to the then current market price, or in negotiated         
transactions. The selling stockholders will determine the prices at which they  
sell their shares in these transactions. The selling stockholders may effect the
transactions by selling the shares to or through broker-dealers. In effecting   
sales, broker-dealers engaged by the selling stockholders may arrange for other 
broker-dealers to participate in the resales. The shares may be sold by one or  
more, or a combination, of the following:                                       

          - a block trade in which the broker-dealer attempts to sell the shares
     as agent but may position and resell a portion of the block as principal to
facilitate the transaction,                                           

 - purchases by a broker-dealer as principal and resale by the
broker-dealer for its account,                                        

          - ordinary brokerage transactions and transactions in which the broker
solicits purchasers, and                                              

- privately negotiated transactions.                        

The selling stockholders may enter into hedging transactions with     
broker-dealers. In these transactions, broker-dealers may engage in short sales 
of the common stock in the course of hedging the positions they assume with the 
selling stockholders. The selling stockholders also may sell the common stock   
short pursuant to this prospectus and redeliver the shares to close out these   
short positions. The selling stockholders may enter into option or other        
transactions with broker-dealers that require the delivery to the broker-dealer 
of the shares covered by this prospectus. The broker-dealer may then resell or  
otherwise transfer the shares pursuant to this prospectus. The selling          
stockholders also may loan or pledge the shares to a broker-dealer. The         
broker-dealer may then sell the loaned shares or, upon a default by the selling 
stockholder, the broker-dealer may sell the pledged shares pursuant to this     
prospectus.                                                                     

  The selling stockholders may engage in other financing transactions that
may include forward contract transactions or borrowings from financial          
institutions in which the shares are pledged as security. In connection with any
of these forward contract transactions, the selling stockholders would pledge   
shares to secure their obligations and the counterparty to these transactions   
would sell the common stock short to hedge its transaction with the selling     
stockholder. Upon a default by the selling stockholder under any of these       
financings, including a forward contract transaction, the pledgee or its        
transferee may sell the pledged shares pursuant to this prospectus. Any such    
pledgee or its transferee will be identified in this prospectus by              
post-effective amendment to the registration statement of which it is a part.   

Broker-dealers or agents may receive compensation in the form of      
commissions, discounts or concessions from the selling stockholder.             
Broker-dealers or agents may also receive compensation from the purchasers of   
the shares for whom they act as agents or to whom they sell as principals, or   
both. Compensation to a particular broker-dealer may be in excess of customary  
commissions and will be in amounts to be negotiated with a selling stockholder  
in connection with the sale. Broker-dealers or agents, any other participating  
broker-dealers and the selling stockholders may be deemed to be "underwriters"  
within the meaning of Section 2(11) of the Securities Act of 1933 in connection 
with sales of the shares. Accordingly, any commission, discount or concession   
received by them and any profit on the resale of the shares purchased by them   
may be deemed to be underwriting discounts or commissions under the Securities  
Act of 1933. Because the selling stockholders may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act of 1933, the selling  
stockholders will be subject to the prospectus delivery requirements of the     
Securities Act of 1933. Each selling stockholder has advised Telecom Wireless   
Corporation that the stockholder has not yet entered into any agreements,       
understandings or arrangements with any underwriters or broker-dealers regarding
the sale of the shares.                                                         

The selling stockholders have agreed to sell the shares only through  
registered or licensed brokers or dealers if required under applicable state    
securities laws. In addition, in certain states the shares may not be sold      
unless they have been registered or qualified for sale in the applicable state  
or an exemption from registration or qualification is available and is complied 
with.                                                                           

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  The selling stockholders will be subject to applicable provisions of the
Securities Exchange Act of 1934 and the associated rules and regulations,       
including Regulation M. These provisions may limit the timing of purchases and  
sales of shares of our common stock by the selling stockholders. We will make   
copies of this prospectus available to the selling stockholders and has informed
them of the need for delivery of copies of this prospectus to purchasers at or  
before the time of any sale of the shares.                                      

ADDITIONAL INFORMATION

  We have filed with the Securities and Exchange Commission a Registration
Statement under the Act with respect to the Securities offered hereby. This     
Prospectus omits certain information contained in the Registration Statement and
the exhibits thereto, and reference is made to the Registration Statement and   
the exhibits thereto for further information regarding our operations and the   
securities offered hereby. Each such statement is qualified in its entirety by  
such reference. The Registration Statement, including exhibits and schedules    
filed therewith, may be inspected without charge at the public reference        
facilities maintained by the Commission at Judiciary Plaza, 450 Fifth Street,   
N.W., Room 1024, Washington, D.C. 20549 and at the regional offices of the      
Commission located at 7 World Trade Center, Suite 1300, New York, New York      
10048, and Northwestern Atrium Center, 500 West Madison Street, Suite 1400,     
Chicago, Illinois 60661. Copies of such materials may be obtained from the      
Public Reference Section of the Commission, Judiciary Plaza, 450 Fifth Street,  
N.W., Room 1024, Washington, D.C. 20549, and its public reference facilities in 
New York, New York and Chicago, Illinois upon payment of the prescribed fees.   
Electronic registration statements filed through the Electronic Data Gathering, 
Analysis, and Retrieval System are publicly available through the Commission's  
Website (http://www.sec.gov).                                                   

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 ENDOVASC LTD., INC.
(A CORPORATION IN THE DEVELOPMENT STAGE)
 TABLE OF CONTENTS
----------

                                                                [Download Table]


                                                         Page(s)

                                                                
Report of Independent Accountants                          F-2  

Financial Statements:                                           

  Balance Sheet as of June 30, 2000                        F-4  

  Statement of Operations for the years ended                   
    June 30, 2000 and 1999, and for the period from             
    inception, June 10, 1996, to June 30, 2000             F-5  

  Statement of Stockholders' Deficit for the years              
    ended June 30, 2000 and 1999, and for the period            
    from inception, June 10, 1996, to June 30, 2000        F-6  

  Statement of Cash Flows for the years ended                   
    June 30, 2000 and 1999, and for the period from             
    inception, June 10, 1996, to June 30, 2000             F-8  

Notes to Financial Statements                              F-9  

Balance Sheet as of December 31, 2000 and                       
    June 30, 2000                                          F-20 

  Statement of Operations  for the three and six months         
    ended  December 31, 2000 and 1999, and for the              
    period from inception, June 10, 1996, to December           
    31, 2000                                               F-21 

  Statement of Changes in Stockholders" Deficit                 
    for the six months ended December 31, 2000             F-22 

  Statement of Cash Flows for the six months  ended             
    December 31, 2000 and 1999, and for the period              
    from inception, June 10, 1996, to December 31, 2000    F-23 

Notes to Unaudited Financial Statements                    F-24 

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 Report of Independent Accountants

To the Stockholders of                                                          
Endovasc Ltd., Inc.                                                             

We have  audited  the  accompanying  balance  sheet of  Endovasc  Ltd.,  Inc. (a
development stage enterprise) as of June 30, 2000, and the related statements of
operations,  stockholders'  equity and cash  flows for the years  ended June 30,
2000 and 1999,  and for the period from  inception,  June 10, 1996,  to June 30,
2000.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based upon our audit.                                                

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.          

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Endovasc Ltd., Inc. as of June
30,  2000,  and the results of its  operations  and its cash flows for the years
ended June 30, 2000 and 1999, and for the period from inception,  June 10, 1996,
to June 30, 2000, in conformity with generally accepted accounting principles.  

 Continued
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Endovasc Ltd., Inc.                                                             
Page 2                                                                          

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern.  As shown in the financial  statements
and discussed in Note 9, the Company has incurred  significant  recurring losses
from  operations  since  inception,   is  in  a  negative  working  capital  and
accumulated  deficit  position at June 30,  2000,  and is  dependent  on outside
sources of financing for the continuation of its operations. These factors raise
substantial  doubt about the Company's  ability to continue as a going  concern.
Management's  plans with  regard to this  matter are also  discussed  in Note 9.
These financial statements do not include any adjustments that might result from
the outcome of this uncertainty.                                                

Houston, Texas                                                                  
September 19, 2000                                                              

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 ENDOVASC LTD., INC.
(A CORPORATION IN THE DEVELOPMENT STAGE)
 BALANCE SHEET
 June 30, 2000
----------

                                                        [Enlarge/Download Table]


          ASSETS                                                                             

Current assets:                                                                              
                                                                                             
  Cash and cash equivalents                                                       $  926,121 
                                                                                  ---------- 

    Total current assets                                                             926,121 

Property and equipment, net                                                           43,244 
Other assets, net                                                                    160,271 
                                                                                  ---------- 

      Total assets                                                                $1,129,636 
                                                                                  ========== 

LIABILITIES AND STOCKHOLDERS' EQUITY                                                         

Current liabilities:                                                                         
  Current maturities of long-term debt                                            $   37,387 
  Note payable to shareholder                                                        795,748 
  Accounts payable                                                                   196,375 
  Accrued liabilities                                                                 34,174 
                                                                                  ---------- 

    Total current liabilities                                                      1,063,684 

Long-term debt, net of current maturities                                             22,858 
                                                                                  ---------- 

      Total liabilities                                                            1,086,542 
                                                                                  ---------- 

Commitment and contingencies                                                                 

Stockholders' equity:                                                                        
  Common stock, $.001 par value, 100,000,000                                                 
    shares authorized, 14,553,370 shares issued                                              
    and 12,468,370 shares outstanding                                                 14,553 
  Preferred stock, $.001 par value, 20,000,000                                               
    shares  authorized,  15,000  shares  of Series A 8%  cumulative  convertible             
    preferred stock issued and outstanding, stated value $100                                
    per share                                                                             15 
  Additional paid-in capital                                                       5,797,501 
  Losses accumulated during the development                                                  
    stage                                                                         (5,752,064)
  Treasury stock                                                                     (16,911)
                                                                                  ---------- 

    Total stockholders' equity                                                        43,094 
                                                                                  ---------- 

      Total liabilities and stockholders'                                                    
        equity                                                                    $1,129,636 
                                                                                  ========== 

The accompanying notes are an integral
 part of these financial statements.
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 ENDOVASC LTD., INC.
(A CORPORATION IN THE DEVELOPMENT STAGE)
 STATEMENT OF OPERATIONS
for the years ended June 30, 2000 and 1999
 and for the period from inception, June 10, 1996,
to June 30, 2000
----------

                                                        [Enlarge/Download Table]


                                              Year Ended           Year Ended           Inception  
                                                June 30,             June 30,          to June 30, 
                                                 2000                 1999                2000     
                                              ---------------------------------------------------- 

Income:                                                                                            
                                                                                                   
  Sales                                       $    24,312          $    5,000          $    29,312 
  Interest income                                   6,775                -                   7,428 
  Other income                                       -                   -                   3,618 
                                              -----------          ----------          ----------- 

    Total income                                   31,087               5,000               40,358 
                                              -----------          ----------          ----------- 

Costs and expenses:                                                                                
  Operating, general and administrative                                                            
    expenses                                    1,775,044             396,454            3,159,247 
  Research and development costs                  976,798             211,278            2,176,130 
  Interest expense                                127,197             193,811              329,670 
                                              -----------          ----------          ----------- 

    Total costs and expenses                    2,879,039             801,543            5,665,047 
                                              -----------          ----------          ----------- 

Net loss before extraordinary item             (2,847,952)           (796,543)          (5,624,689)

Extraordinary loss on extinguishment                                                               
    of convertible debentures                     127,375                -                 127,375 
                                              -----------          ----------          ----------- 

Net loss                                      $(2,975,327)         $ (796,543)         $(5,752,064)
                                              ===========          ==========          =========== 

Weighted average shares outstanding             9,575,153           7,217,096                      
                                              ===========          ==========                      

Basic and diluted net loss per common Share:                                                       
    Before extraordinary item                 $     (0.30)         $    (0.11)                     
    Extraordinary item                              (0.01)               -                         
                                              -----------          ----------                      

      Net loss per common share               $     (0.31)         $    (0.11)                     
                                              ===========          ==========                      

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

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 ENDOVASC LTD., INC.
(A CORPORATION IN THE DEVELOPMENT STAGE)
STATEMENT OF STOCKHOLDERS' DEFICIT
 for the years ended June 30, 2000 and 1999,
and for the period from inception, June 10, 1996
to June 30, 2000
----------

                                                        [Enlarge/Download Table]


                                                                                                           Losses                  
                                                                                                         Accumulated               
                                                                               Additional                 During the               
                                             Common Stock    Preferred Stock   Paid-In      Treasury     Development               
                                       Amount        Shares   Amount   Shares  Capital      Stock           Stage            Total 

Balance at inception, June 10,                                                                                                     
                                                                                                                                   
  1996                             $      --            --    $--        -     $       --     $    --      $      --     $     --  

Stock issued for equity secur-                                                                                                     
  ities in 1996 .................        2,332     2,332,000   --        -        300,000          --             --       302,332 

Stock issued for purchase of                                                                                                       
  patent rights in 1996 .........        2,188     2,188,000   --        -        282,252          --             --       284,440 

Stock issued for services in                                                                                                       
  1997                                   1,702     1,702,000   --        -        354,198          --             --       355,900 

Stock issued for cash in 1997 ...          305       304,571   --        -        205,196          --             --       205,501 

Stock issued for purchase of                                                                                                       
  patent rights in September                                                                                                       
  1997                                     200       200,000   --        -        199,800          --             --       200,000 

Stock issued for services in 1998           77        77,380   --        -         55,516          --             --        55,593 

Stock subject to rescission .....         --            --     --        -           --         (16,911)          --       (16,911)

Losses accumulated during the                                                                                                      
  period from inception, June 10,                                                                                                  
  1996, to June 30, 1998 ........         --            --     --        -           --            --       (1,980,194) (1,980,194)
                                   -----------   -----------   ----   --------  -----------   -----------   -----------  ----------

Balance at June 30, 1998 ........        6,804     6,803,951   --        -      1,396,962       (16,911)    (1,980,194)   (593,339)


The accompanying notes are an integral
 part of these financial statements.
 Continued
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 ENDOVASC LTD., INC.
(A CORPORATION IN THE DEVELOPMENT STAGE)
 STATEMENT OF STOCKHOLDERS' DEFICIT, Continued
 for the years ended June 30, 2000 and 1999,
and for the period from inception, June 10, 1996
to June 30, 2000
----------

                                                        [Enlarge/Download Table]


                                                                                                           Losses                 
                                                                                                         Accumulated              
                                                                               Additional                 During the              
                                             Common Stock    Preferred Stock   Paid-In      Treasury     Development              
                                       Amount        Shares   Amount   Shares  Capital      Stock           Stage       Total     

Conversion of debentures to                                                                                                       
                                                                                                                                  
  common stock ..............        1,208     1,208,077          --     --      443,792      --              --          445,000 

Stock issued for services ...          362       362,462          --     --      284,705      --              --          285,067 

Net loss accumulated in 1999          --            --            --     --         --        --            (796,543)    (796,543)
                               -----------   -----------   -----------  ------ ----------    ---------   ------------  -----------

Balance at June 30,1999 .....        8,374     8,374,490          --     --     2,125,459     (16,911)    (2,776,737)    (659,815)

Conversion of debentures to                                                                                                       
  common stock ..............        2,570     2,569,546          --     --       841,555      --              --         844,125 

Stock issued for services ...        1,869     1,869,334          --     --     1,388,241      --              --       1,390,110 

Conversion of note payable to                                                                                                     
  shareholder to common stock        1,250     1,250,000          --     --       146,750      --              --         148,000 

Issue of common stock in con-                                                                                                     
  nection with license agree-                                                                                                     
  ment ......................          190       190,000          --     --        62,511      --              --          62,701 

Issue of common stock in set-                                                                                                     
  tlement of lawsuit ........          300       300,000          --     --       192,700      --              --         193,000 

Issuance of preferred stock .         --            --            15    15,000  1,040,285      --              --       1,040,300 

Net loss accumulated in 2000          --            --            --     --          --        --         (2,975,327)  (2,975,327)
                               -----------   -----------   -----------  ------ ------------    ---------  -----------  -----------

Balance at June 30, 2000 ....  $    14,553    14,553,370   $      15    15,000 $5,797,501      $(16,911) $(5,752,064)  $   43,094 
                               ===========   ===========   ===========  ====== ============    =========  ===========  ===========


The accompanying notes are an integral
 part of these financial statements.
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 ENDOVASC LTD., INC.
(A CORPORATION IN THE DEVELOPMENT STAGE)
 STATEMENT OF CASH FLOWS
 for the years ended June 30, 2000 and 1999,
 and for the period from inception, June 10, 1996,
to June 30, 2000
----------

                                                        [Enlarge/Download Table]


                                                   Year Ended    Year Ended    Inception      
                                                     June 30,      June 30,   to June 30,     
                                                      2000          1999          2000        
                                                   -----------   -----------  ----------------

Cash flows from operating activities:                                                         
                                                                                              
  Net loss                                         $(2,975,327)  $ (796,543)  $(5,752,064)    
  Adjustments to reconcile net loss                                                           
    to net cash used in operating                                                             
    activities:                                                                               
    Common stock and stock options                                                            
      issued as compensation for services            1,390,110      285,067     2,286,670     

      Extaordinary loss                                127,375         -          127,375     
    Write down of long-lived assets to                                                        
      fair value                                          -            -          284,440     
    Depreciation and amortization expense               11,774        3,242        21,286     
    Deferred income tax expense                           -            -            7,994     
    Amortization of discount on con-                                                          
      vertible debentures                              125,000      125,000       250,000     
    Changes in operating assets and                                                           
      liabilities:                                                                            
      (Increase) decrease in other assets              (94,670)      22,336      (102,584)    
      Increase (decrease) in accounts                                                         
        payable and accrued liabilities               (150,838)     (16,474)      216,936     
                                                   -----------   ----------   -----------     

          Net cash used in operating                                                          
            activities                              (1,566,576)    (377,372)   (2,659,947)    
                                                   -----------   ----------   -----------     

Cash flows from investing activities:                                                         
  Capital expenditures                                 (38,756)      (3,198)      (57,751)    
  Proceeds received from repayment of                                                         
    loan to stockholder                                   -            -           71,854     
                                                   -----------   ----------   -----------     

          Net cash provided by (used in)                                                      
            investing activities                       (38,756)      (3,198)       14,103     
                                                   -----------   ----------   -----------     

Cash flows from financing activities:                                                         
  Proceeds from sale of equity securities                 -            -          302,332     
  Proceeds from sale of common stock                      -            -          205,501     
  Proceeds from sale of convertible                                                           
    debenture and related conversion                                                          
    feature                                            536,750      500,000     1,036,750     
  Net proceeds from issuance of preferred                                                     
    stock                                            1,040,300         -        1,040,300     
  Issuance of notes payable                              8,965         -          105,755     
  Repayment of notes payable                           (33,120)     (12,390)      (45,510)    
  Proceeds from advances from                                                                 
    stockholders                                       858,500       10,100       943,748     
  Purchase of treasury stock                              -            -          (16,911)    
                                                   -----------   ----------   -----------     

          Net cash provided by financing                                                      
            activities                               2,411,395      497,710     3,571,965     
                                                   -----------   ----------   -----------     

Net increase in cash and cash equivalents              806,063      117,140       926,121     

Cash and cash equivalents at beginning                                                        
  of period                                            120,058        2,918          -        
                                                   -----------   ----------   -----------     

Cash and cash equivalents at end of                                                           
  period                                           $   926,121   $  120,058   $   926,121     
                                                   ===========   ==========   ===========     

Supplemental disclosure of cash flow information:                                             

  Cash paid for interest expense                   $     7,903   $   63,105   $    79,670     
                                                   ===========   ==========   ===========     

  Cash paid for income taxes                       $      -      $    -       $      -        
                                                   ===========   ==========   ===========     


The accompanying notes are an integral
 part of these financial statements.
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 ENDOVASC LTD., INC.
(A CORPORATION IN THE DEVELOPMENT STAGE)
 NOTES TO FINANCIAL STATEMENTS
----------

1.     Organization and Summary of Significant Accounting Policies              

       Endovasc,  Ltd., Inc. (the "Company") was incorporated  under the laws of
       the State of Nevada on June 10, 1996. The Company's principal business is
       the  production  of  various  drugs  that  can be  administered  using an
       advanced  drug  delivery  system.  The  Company  believes  that  its drug
       delivery  system  will  ultimately  be  widely  used  by   cardiologists,
       interventional   radiologists  and  vascular  surgeons.  The  Company  is
       considered  a  development  stage  enterprise  because  it  has  not  yet
       generated  significant  revenue from sale of its products and has devoted
substantially all of its efforts in raising capital.              

Significant Estimates                                             

       The  preparation  of financial  statements in conformity  with  generally
       accepted accounting  principles requires management to make estimates and
       assumptions  that affect the reported  amounts of assets and  liabilities
       and disclosure of contingent  assets and  liabilities at the dates of the
       financial  statements  and the reported  amounts of revenues and expenses
       during the periods.  Actual results could differ from estimates making it
       reasonably  possible  that a change in the  estimates  could occur in the
near term.                                                        

Cash and Cash Equivalents                                         

       The Company  considers all highly liquid  short-term  investments with an
       original  maturity  of three  months  or less when  purchased  to be cash
equivalents.                                                      

       The Company  maintains  cash  deposits  in banks  which may  occasionally
       exceed the  amount of federal  deposit  insurance  available.  Management
       periodically  assesses the financial  condition of the  institutions  and
believes that any possible deposit loss is minimal.               

Property and Equipment                                            

       Property and equipment are recorded at cost.  Depreciation is provided on
       the  straight-line  method over the estimated useful lives of the assets,
       which range from five to seven years. Expenditures for major renewals and
       betterments that extend the original  estimated  economic useful lives of
       the applicable  assets are  capitalized.  Expenditures for normal repairs
       and maintenance are charged to expense as incurred.  The cost and related
       accumulated  depreciation  of assets  sold or  otherwise  disposed of are
       removed  from  the  accounts,  and  any  gain  or  loss  is  included  in
operations.                                                       

 Continued
 F-9

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 ENDOVASC LTD., INC.
(A CORPORATION IN THE DEVELOPMENT STAGE)
NOTES TO FINANCIAL STATEMENTS, Continued
----------

1.     Organization and Summary of Significant Accounting Policies, continued   

Issuance Costs                                                    

       Debt  issuance  costs are  deferred  and  recognized,  using the interest
method, over the term of the related debt.                        

Income Taxes                                                      

       The Company uses the  liability  method of  accounting  for income taxes.
       Under this method,  deferred income taxes are recorded to reflect the tax
       consequences  on future  years of temporary  differences  between the tax
       basis of assets and liabilities and their financial  amounts at year-end.
       The Company provides a valuation  allowance to reduce deferred tax assets
to their net realizable value.                                    

Research and Development                                          

       Research and  development  costs are  expensed as  incurred.  These costs
     consist of direct and indirect costs associated with specific projects.

Stock-Based Compensation                                          

       Stock-based  compensation  is  accounted  for using the  intrinsic  value
       method prescribed in Accounting  Principles Board Opinion ("APB") No. 25,
       "Accounting for Stock Issued to Employees", rather than applying the fair
       value method  prescribed  in SFAS No. 123,  "Accounting  for  Stock-Based
Compensation".                                                    

Loss Per Share                                                    
       Basic and diluted loss per share is computed on the basis of the weighted
       average number of shares of common stock outstanding  during each period.
       Common  equivalent  shares from common  stock  options and  warrants  are
       excluded from the  computation  as their effect would dilute the loss per
share for all periods presented.                                  

Fair Value of Financial Instruments                               

       The Company  includes  fair value  information  in the notes to financial
       statements when the fair value of its financial  instruments is different
       from the book value.  When the book value  approximates  fair  value,  no
additional disclosure is made.                                    

 Continued
F-10

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 ENDOVASC LTD., INC.
(A CORPORATION IN THE DEVELOPMENT STAGE)
NOTES TO FINANCIAL STATEMENTS, Continued
----------

1.     Organization and Summary of Significant Accounting Policies, continued   

Impairment of Long-Lived Assets                                   

       In the event facts and  circumstances  indicate the  carrying  value of a
       long-lived asset, including associated  intangibles,  may be impaired, an
       evaluation  of  recoverability  is performed by comparing  the  estimated
       future  undiscounted  cash flows associated with the asset to the asset's
       carrying  amount  to  determine  if  a  write-down  to  market  value  or
discounted cash flow is required.                                 

2.     License Agreement                                                        

       In February 2000 the Company entered into an exclusive  license agreement
       with  Stanford  University to assist in the  development  of the Nicotine
       Receptor  Agonist  technology.  For the exclusive rights to this license,
       the Company paid a  non-refundable  license fee of $100,000  plus 190,000
       shares of the  Company's  common  stock to  Stanford  University  and the
       inventors of the technology. The term of the agreement is for 10 years or
       five years from the first  commercial  sale of a licensed  product by the
       Company,  whichever  occurs first. The Company is also required to pay an
       annual  royalty  of  $100,000  beginning  February  1, 2001 and each year
       thereafter  and a 6% royalty on net sales of any  licensed  product.  The
       Company is required to pay to Stanford an  additional  $100,000  upon FDA
       approval of Phase I clinical trials,  $300,000 upon FDA approval of Phase
       III clinical  trials and $500,000  within six months after FDA  marketing
approval.                                                         

       The costs of  obtaining  the license of  $162,701  were  capitalized  and
       included in other assets in the accompanying  balance sheet.  These costs
       are  being  amortized  on a  straight  line  basis  over  the term of the
agreement.                                                        

 Continued
F-11

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 ENDOVASC LTD., INC.
(A CORPORATION IN THE DEVELOPMENT STAGE)
NOTES TO FINANCIAL STATEMENTS, Continued
----------

3.     Property and Equipment                                                   

                                                                [Download Table]


Property and equipment at June 30, 2000 consists of the following:             

                                                                               
  Office furniture, fixtures and equipment                          $   57,751 

  Less accumulated depreciation                                        (14,507)
                                                                    ---------- 

                                                                    $   43,244 

  Depreciation expense during the year ended June 30, 2000 was $4,995.

4.     Notes Payable and Convertible Debentures                                 

Notes payable at June 30, 2000 consist of the following:          

                                                        [Enlarge/Download Table]

                                                                                      
Notes payable to a bank,  bearing  int- erest of prime (9.00% at June 30,             
  2000) plus 1% per year and due in individual monthly installments of up             
  to $1,238,  including interest,  through November 2002. These notes are             
  uncollateralized but are guaranteed by two stockholders                             
  of the Company.                                                          $   60,245 

Notes payable to stockholders, non- interest bearing and due on demand.               
  These notes are uncollateralized.                                           795 798 
                                                                           ---------- 

    Total notes payable                                                       856,043 

Less current maturities                                                      (833,185)
                                                                           ---------- 

                                                                           $   22,858 
                                                                           ========== 

 Continued
F-12

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 ENDOVASC LTD., INC.
(A CORPORATION IN THE DEVELOPMENT STAGE)
NOTES TO FINANCIAL STATEMENTS, Continued
----------

4.     Notes Payable and Convertible Debentures, continued                      

       At June 30, 1999, the Company owed amounts under  convertible  debentures
       totaling  $180,000  and received  additional  proceeds  from  convertible
       debentures  of  $536,750  during  the  year  ended  June  30,  2000.  The
       debentures  bore  interest  at a stated  rate of 8% per year,  payable at
       maturity in common stock of the  Company.  These  debentures,  originally
       scheduled  to  mature in July  2001,  were  convertible  to shares of the
       Company's  common stock at a  conversion  price per share equal to 75% of
       the  average  closing  bid price of the  common  stock for the three days
       immediately  preceding the date of  conversion.  Accordingly,  the actual
       weighted average interest rate on these debentures,  including the effect
       of the cost of the discounted  conversion  feature, is approximately 33%.
       During  the  fiscal  year  ended  June 30,  2000  all of the  outstanding
       debentures were converted to common stock through a settlement which cost
the Company an additional $127,375.                               

       Future  annual  maturities  of  notes  payable  at June  30,  2000 are as
follows:                                                          

                                                                [Download Table]


Year Ended            
 June 30,     Amount  

                      
   2001     $  833,185
   2002         18,276
   2003          4,582
            ----------
            $  856,043

5.     Income Tax                                                               

                                                        [Enlarge/Download Table]


       The  composition  of  deferred  tax assets and the related tax effects at             
June 30, 2000 are as follows:                                                                

                                                                                             
         Benefit from carryforward of net                                                    
           operating losses                                                       $  942,456 

         Less valuation allowance                                                   (942,456)
                                                                                  ---------- 

           Net deferred tax asset                                                 $     -    
                                                                                  ========== 


Continued 
F-13

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 ENDOVASC LTD., INC.
(A CORPORATION IN THE DEVELOPMENT STAGE)
NOTES TO FINANCIAL STATEMENTS, Continued
----------

5.     Income Tax, continued                                                    

       The  difference  between  the  income  tax  benefit  in the  accompanying
       statement  of  operations  and the amount  that would  result if the U.S.
       Federal statutory rate of 34% were applied to pre-tax loss is as follows:

                                                        [Enlarge/Download Table]


                                     2000                             1999             
                           ----------------------------------------------------------- 
                                           Percentage                        Percentage
                                           of Pre-Tax                        of Pre-Tax
                             Amount           Loss            Amount            Loss   

Benefit for income tax at                                                              
                                                                                       
  federal statutory rate   $1,011,611         34.0%         $  270,825          34.0%  
Non-deductible expenses      (473,145)       (15.9)            (17,096)         (2.1)  
Increase in valuation                                                                  
  allowance                  (538,466)       (18.1)           (253,729)        (31.9)  
                           ----------        -----        -------------         -----  

  Total                    $     -             -  %         $     -              -  %  
                           ==========        =====        =============         =====  

       The non-deductible expenses shown above related primarily to the issuance
       of common  stock for  services  using  different  valuation  methods  for
financial and tax reporting purposes.                             

       At June 30,  2000,  for federal  income tax and  alternative  minimum tax
       reporting  purposes,  the Company has approximately  $2,800,000 of unused
       net operating  losses  available for  carryforward  to future years.  The
       benefit from  carryforward  of such net  operating  losses will expire in
       various  years  between  2016 and 2020 and  could be  subject  to  severe
limitations if significant ownership changes occur in the Company.

6.     Stock Options and Warrants                                               

       The Company  periodically  issues incentive stock options and warrants to
       key  employees,  officers,  directors and outside  consultants to provide
       additional  incentives to promote the success of the  Company's  business
       and to  enhance  the  ability  to attract  and  retain  the  services  of
       qualified persons. The issuance of such options are approved by the Board
       of  Directors.  The  exercise  price of an option or  warrant  granted is
    determined by the fair market value of the stock on the date of grant.

       Effective  December 9, 1997,  the  Company  entered  into a stock  option
       agreement  with an  employee  that  granted  the  employee  an  option to
       purchase up to 600,000 shares of the Company's restricted common stock at
       a below  market  purchase  price.  The option is for a three year  period
       expiring December 8, 2000.  According to the agreement the employee vests
in these options as follows:                                      

                                                                [Download Table]


  Date Vested       Amount  

                            
December 9, 1998  $  200,000
December 9, 1999     200,000
December 9, 2000     200,000
                  ----------
                  $  600,000

 Continued
F-14

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 ENDOVASC LTD., INC.
(A CORPORATION IN THE DEVELOPMENT STAGE)
NOTES TO FINANCIAL STATEMENTS, Continued
----------

6.     Stock Options and Warrants, continued                                    

       The Company recognized  compensation  expense with respect to these stock
       options in the amount of $50,000. During the year ended June 30, 2000 the
       employee  terminated his  employment  with the Company and by approval of
       the Board of Directors  became fully  vested in his stock  options  which
were all subsequently exercised.                                  

       During the year ended June 30,  1998,  the  Company  also  granted  stock
       options to acquire  1,350,000 shares of the Company's  restricted  common
       stock at $0.25 to $0.75 per share, which  approximates  market value, for
terms of three years.                                             

       During the year ended June 30, 1999, the Company granted stock options to
       acquire up to 250,000  shares of the Company's  restricted  common stock.
       These stock  options have a three year term and exercise  prices of $0.40
   to $0.75 per share, which approximated market value at date of grant.

       During the year ended June 30, 2000 the Company  issued stock warrants to
       acquire 332,778 shares of the Company's common stock to certain companies
       for  their  role  in the  completion  of the  Company's  preferred  stock
       offering.  These warrants have a three year term and an exercise price of
       $1.89 per share,  which  approximated  market value at the date of grant.
       The Company also issued stock  warrants to acquire  500,000 shares of the
       Company's  common stock to a company as a finder's fee for the  placement
       of the preferred stock  offering.  The warrants have a five year term and
       an exercise  price of $0.10 per share.  The costs  associated  with these
       stock warrants do not effect the Company's statement of operations as all
       costs would be offset against the offering  proceeds and recorded through
stockholder's equity.                                             

 Continued
F-15

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 ENDOVASC LTD., INC.
(A CORPORATION IN THE DEVELOPMENT STAGE)
NOTES TO FINANCIAL STATEMENTS, Continued
----------

6.     Stock Options, continued                                                 

       The  Company  has issued  stock  options to  employees  and  non-employee
consultants as follows:                                                         

                                                        [Enlarge/Download Table]

                                                                                                    Weighted
                      Number of Shares                                                              Average 
                                      Non-                         Exercis-        Exercise         Exercise
                     Employee      Employee         Total            able            Price          Price   
                     -------------------------------------------------------------------------------------- 

Options outstanding                                                                                         
                                                                                                            
  at June 30, 1998   1,600,000     350,000        1,950,000        1,200,000      $0.10-$0.75      $0.27    

Options granted           -        250,000          250,000          100,000      $0.40-$0.75      $0.61    
                     ---------     -------        ---------        ---------                                

Options outstanding                                                                                         
  at June 30, 1999   1,600,000     600,000        2,200,000        1,550,000      $0.10-$0.75      $0.30    

Options granted          -            -                -                -                                   

Options exercised    (600,000)        -            (600,000)            -         $0.10            $0.10    
                     --------      -------        ---------        ---------                                

Options outstanding                                                                                         
  at June 30,2000        -         600,000        1,600,000        1,550,000      $0.25-$0.75      $0.38    
                     ========      =======        =========        =========                                

Following is a summary of outstanding options at June 30, 2000:   

                                                                [Download Table]


Number of Shares  Vested     Expiration Date  Exercise Price

                                                            
  1,000,000       1,000,000  June, 2001           $0.25     
    100,000         100,000  June, 2004            0.25     
    200,000         150,000  June, 2001            0.75     
     50,000          50,000  May, 2001             0.75     
    100,000         100,000  June, 2001            0.40     
    150,000         150,000  October, 2001         0.75     
  ---------       ---------                                 
  1,600,000       1,550,000                                 
  =========       =========                                 

       During the year ended June 30, 2000,  for the first time, the Company has
       issued stock  warrants to certain  companies in payment of stock offering
costs as follows:                                                 

                                                                [Download Table]

                                                           Weighted
                                                           Average 
                         Number of  Exercis-   Exercise    Exercise
                          Shares      able       Price     Price   

                                                                   
Warrants issued            832,778  832,778   $0.10-$1.89  $0.82   
Warrants cancelled            -        -      -            -       
Warrants exercised            -        -      -            -       
                         ---------  -------                        
Warrants outstanding at                                            
 June 30, 2000             832,778  832,778   $0.10-$1.89  $0.82   
                         =========  =======                        

 Continued
F-16

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 ENDOVASC LTD., INC.
(A CORPORATION IN THE DEVELOPMENT STAGE)
NOTES TO FINANCIAL STATEMENTS, Continued
----------

6.     Stock Options, continued                                                 

       The Company has elected to follow Accounting Principles Board Opinion No.
       25,  "Accounting  for Stock  Issued to  Employees"  (APB 25) and  related
       Interpretations in accounting for its employee stock options because,  as
       discussed below, the alternative fair value accounting provided for under
       FASB  Statement  No.  123,  "Accounting  for  Stock-Based  Compensation",
       requires use of option  valuation  models that were not developed for use
in valuing employee stock options.                                

       Proforma  information  regarding  net  income and  earnings  per share is
       required by Statement 123, and has been  determined as if the Company had
       accounted  for its employee  stock options under the fair value method of
       that  Statement.  The fair value for these  options was  estimated at the
       date of  grant  using a  Black-Scholes  option  pricing  model  with  the
       following weighted-average  assumptions for 1999: risk-free interest rate
       of 6%; no  dividend  yield;  weighted  average  volatility  factor of the
       expected  market  price of the  Company's  common  stock  of 0.70;  and a
       weighted-average  expected life of the options of 3 years.  There were no
new options granted in the fiscal year ended June 30, 2000.       

       The  Black-Scholes  option  valuation  model  was  developed  for  use in
       estimating   fair  value  of  traded   options   which  have  no  vesting
       restrictions and are fully  transferable.  In addition,  option valuation
       models require the input of highly subjective  assumptions  including the
       expected  stock price  volatility.  Because the Company's  employee stock
       options have characteristics significantly different from those of traded
       options,  and because  changes in the subjective  input  assumptions  can
       materially affect the fair value estimate,  in management's  opinion, the
       existing models do not  necessarily  provide a reliable single measure of
the fair value of its employee stock options.                     

 Continued
F-17

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 ENDOVASC LTD., INC.
(A CORPORATION IN THE DEVELOPMENT STAGE)
NOTES TO FINANCIAL STATEMENTS, Continued
----------

6.     Stock Options, continued                                                 

       For purposes of proforma  disclosures,  the  estimated  fair value of the
       options  is  included  in  expense at the date of  issuance  because  the
       options  may be fully  exercised  at that date.  The  Company's  proforma
information follows:                                              

                                                                [Download Table]


                                   2000                           1999    
                                --------------------------------------    
                                                                          
Net loss available to common                                              
  stockholders                  $(2,975,327)                   $ (796,543)
Proforma net loss available to                                            
  common stockholders           $(2,975,327)                   $ (886,943)
Proforma basic and dilutive                                               
  loss per share                $     (0.31)                   $    (0.12)


7.     Preferred Stock                                                          

       The Company's  articles or incorporation  authorize the issuance of up to
       20,000,000 shares of preferred stock with  characteristics  determined by
       the  Company's  board of directors.  Effective May 5, 2000,  the board of
       directors  authorized  the  issuance  and sale of up to 55,000  shares of
Series A 8% convertible preferred stock.                          

       On May 9, 2000,  the Company issued 15,000 shares of $0.001 par value and
       $100 per  share  stated  and  liquidation  value  Series A 8%  non-voting
       convertible preferred stock for $1,500,000.  The actual proceeds received
       by the Company were $1,040,300,  which are net of related offering costs.
       The Series A convertible preferred stock can be converted to common stock
       at any time at the  option  of the  holder.  The  conversion  rate is the
       stated value per share plus any accrued and unpaid  dividends  divided by
       85%  of the  average  of the  three  lowest  closing  bid  prices  of the
       Company's common stock for the thirty trading days immediately  preceding
       May 9, 2000, or 70% of the average of the three lowest closing bid prices
       for  the  thirty  days  immediately   preceding  the  conversion  of  the
respective preferred stock.                                       

       In  addition,   the  Series  A  preferred  stockholders  were  originally
       obligated  to  purchase  an  additional  30,000  shares  of  Series  A 8%
       convertible  preferred  stock ("Put  Stock") at the option of the Company
       subject to the Company's  compliance with various covenants.  The Company
       has violated certain of these covenants but the  stockholders  retain the
       right to waive  any  violations.  The  purchase  price of the  additional
shares is $100 per share.                                         

       If the  conversion  price is lower than the initial  price at the date of
       issue,  the  Company  has the  right to  redeem  the  shares  of Series A
preferred stock at 130% of its liquidation value per share.       

 Continued
F-18

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 ENDOVASC LTD., INC.
(A CORPORATION IN THE DEVELOPMENT STAGE)
NOTES TO FINANCIAL STATEMENTS, Continued
----------

8.     Commitments and Contingencies                                            

       The  Company is subject to certain  legal  proceedings  and claims  which
       arose  in  the  ordinary  course  of its  business.  In  the  opinion  of
       management,  the  amount of  ultimate  liability  with  respect  to these
       actions will not  materially  affect the financial  position,  results of
operations or cash flows of the Company.                          

       The Company has entered into a one-year lease  agreement for office space
       which is accounted for as an operating lease.  Rent expense for the years
 ended June 30, 2000 and 1999 was $17,250 and $15,606, respectively.

9.     Going Concern Considerations                                             

       Since its inception,  as a development stage enterprise,  the Company has
       not  generated  significant  revenue and has been  dependent  on debt and
       equity raised from individual  investors to sustain its  operations.  The
       Company  has  conserved  cash by  issuing  its  common  stock to  satisfy
       obligations, to compensate individuals and vendors and to settle disputes
       that have arisen. However, during the years ended June 30, 2000 and 1999,
       the  Company   incurred  net  losses  of  $(2,975,327)   and  ($796,543),
       respectively, and negative cash flows from operations of ($1,566,576) and
       ($377,372),  respectively. These factors along with a ($137,563) negative
       working capital position at June 30, 2000 raise  substantial  doubt about
the Company's ability to continue as a going concern.             

       Management  plans  to  take  specific  steps  to  address  its  difficult
financial situation as follows:                                   

  o    In the near term the Company plans  additional  private sales of debt and
       common and  preferred  stock to  qualified  investors to fund its current
operations.                                                       

  o    In the intermediate term, the Company plans a public  registration of its
       common stock under the  Securities  and Exchange Act of 1933 to provide a
       means of expanding the market for its common stock and to provide a means
       of obtaining the funds  necessary to bring its products to the commercial
market.                                                           

  o    In  the   long-term,   the   Company   believes   that  cash  flows  from
       commercialization   of  its  products  will  provide  the  resources  for
continued operations.                                             

 Continued
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 ENDOVASC LTD., INC.
(A CORPORATION IN THE DEVELOPMENT STAGE)
NOTES TO FINANCIAL STATEMENTS, Continued
----------

9.     Going Concern Considerations, continued                                  

              There can be no assurance that the Company's planned private sales
              of debt and equity  securities or its planned public  registration
              of common stock will be  successful  or that the Company will have
              the ability to  commercialize  its products and ultimately  attain
              profitability.  The  Company's  long-term  viability  as  a  going
    concern is dependent upon three key factors, as follows:

       o      The Company's ability to obtain adequate sources of debt or equity
              funding to meet current commitments and fund the commercialization
of its products.                                    

       o      The ability of the Company to obtain positive test  results of its
products in clinical trials.                        

       o      The  ability  of  the  Company  to  ultimately   achieve  adequate
   profitability and cash flows to sustain its operations.

10.    Non-Cash Investing and Financing Activities                              

       During  the years  ended  June 30,  2000 and 1999,  and for the period of
       inception, June 10, 1996 to June 30, 2000) the Company engaged in certain
non-cash investing and financing activities as follows:           

                                                                [Download Table]


                                                                          Inception 
                                      2000               1999              to Date  
                                   -------------------------------------------------
                                                                                    
Common stock issued in exchange                                                     
  for equity securities            $     -            $     -             $  302,332
                                   ==========         ==========          ==========

Common stock issued upon conver-                                                    
  sion of debentures               $  841,555         $  320,000          $     -   
                                   ==========         ==========          ==========

Common stock issued for purchase                                                    
  of patent rights                 $     -            $     -             $  484,440
                                   ==========         ==========          ==========

Common stock issued in settlement                                                   
  of lawsuit and related liabil-                                                    
  ities                            $  193,000         $     -             $     -   
                                   ==========         ==========          ==========

Common stock issued in connection                                                   
  with license agreement           $   62,701         $     -             $     -   
                                   ==========         ==========          ==========

Conversion of note payable to                                                       
  shareholder to common stock      $  148,000         $     -             $     -   
                                   ==========         ==========          ==========

 Continued
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 ENDOVASC LTD., INC.
(A CORPORATION IN THE DEVELOPMENT STAGE)
 BALANCE SHEET
----------
 December 31, 2000 and June 30, 2000

                                                        [Enlarge/Download Table]


                                                                                  December 31,    June 30, 
                                                                                   2000            2000    
    ASSETS                                                                        (Unaudited)     (Note)   

Current assets:                                                                                            
                                                                                                           
  Cash and cash equivalents                                                       $  431,862    $  926,121 
                                                                                  ----------    ---------- 

    Total current assets                                                             431,862       926,121 

Property and equipment-net                                                           152,522        43,244 
Other assets                                                                         155,391       160,271 
                                                                                  ----------    ---------- 

      Total assets                                                                $  739,775    $1,129,636 
                                                                                  ==========    ========== 

LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                      

Current liabilities:                                                                                       
  Current maturities of long-term debt                                            $   25,182    $   37,387 
  Note payable-stockholder                                                           541,054       795,748 
  Accounts payable                                                                   126,015       196,375 
  Accrued liabilities                                                                 89,491        34,174 
                                                                                  ----------    ---------- 

    Total current liabilities                                                        781,742     1,063,684 

Long term debt, net of current maturities                                             85,648        22,858 
                                                                                  ----------    ---------- 

      Total liabilities                                                              867,390     1,086,542 
                                                                                  ----------    ---------- 

Stockholders" deficit:                                                                                     
  Common stock, $.001 par value,  100,000,000 shares authorized,  17,137,211 and                           
    14,553,370 shares issued and 15,052,211 and 12,468,370 shares outstanding at                           
    December 31, 2000                                                                                      
    and June 30, 2000, respectively                                                   17,137        14,553 
  Preferred stock, $.001 par value, 20,000,000                                                             
    shares  authorized,  19,924  and  15,000  shares of  series A 8%  cumulative                           
    convertible  pre- ferred stock issued and  outstanding  at December 31, 2000                           
    and June 30, 2000, respec-                                                                             
    tively, stated value $100 per share                                                   20            15 
  Additional paid in capital                                                       6,821,184     5,797,501 
  Losses accumulated during the development                                                                
    stage                                                                         (6,949,045)   (5,752,064)
  Treasury stock                                                                     (16,911)      (16,911)
                                                                                  ----------    ---------- 

          Total stockholders" equity (deficit)                                      (127,615)       43,094 
                                                                                  ----------    ---------- 

            Total liabilities and stockholders"                                                            
              deficit                                                             $  739,775    $1,129,636 
                                                                                  ==========    ========== 


    Note:  The balance  sheet at June 30, 2000 has been derived from the audited
financial  statements  at that date but does not include all of the  information
and footnotes required by generally accepted accounting  principles for complete
financial statements. See accompanying notes.                                   

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 ENDOVASC LTD., INC.
(A CORPORATION IN THE DEVELOPMENT STAGE)
 STATEMENT OF OPERATIONS
                          forthe three months and six months ended  December 31,
                             2000 and 1999 and for the  period  from  inception,
             June 10, 1996, to December 31, 2000
----------
 (Unaudited)

                                                        [Enlarge/Download Table]


                                       Three Months Ended                Six Months Ended         Inception to 
                                                December 31,                    December 31,      December 31, 
                                    2000      1999      2000             1999           2000                   
                              ----------   -------   -------          -------       --------                   

                                                                                                               
Revenue                          $   75,000       $     -         $    75,000     $   14,283       $   115,358 
                                 ----------       -------         -----------     ----------       ----------- 

Operating expenses:                                                                                            
  Operating, general and ad-                                                                                   
    ministrative expenses           319,058           64,955          556,195        149,583         3,715,442 
  Research and development                                                                                     
    costs                           336,000           89,548          654,600        319,460         2,830,730 
  Interest expense                   31,350            4,120           61,186         27,109           390,856 
                                 ----------       ----------      -----------     ----------       ----------- 

    Total costs and expenses        686,408          158,623        1,271,981        496,152         6,937,028 
                                 ----------       ----------      -----------     ----------       ----------- 

Net loss before extraordi-                                                                                     
  nary item                         611,408          158,623        1,196,981        481,869         6,821,670 

Extraordinary loss on ex-                                                                                      
  tinguishment of conver-                                                                                      
  tible debentures                     -                -                -              -              127,375 
                                 -------          -------         --------        -------          ----------- 

Net loss                         $ (611,408)      $ (158,623)     $(1,196,981)    $ (481,869)      $(6,949,045)
                                 ==========       ==========      ===========     ==========       =========== 

Basic and dilutive net loss                                                                                    
  per common share                  $    (0.04)      $    (0.02)     $     (0.09)    $    (0.05)               
                                    ==========       ==========      ===========     ==========                

Weighted average shares                                                                                        
  outstanding                    14,023,721        8,937,266       14,023,721      8,937,266                   
                                 ==========        =========       ==========      =========                   

 See accompanying notes.

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 ENDOVASC LTD., INC.
(A CORPORATION IN THE DEVELOPMENT STAGE)
 STATEMENT OF CHANGES IN STOCKHOLDERS" DEFICIT
for the six months ended December 31, 2000
----------
 (Unaudited)

                                                        [Enlarge/Download Table]


                                   Common Stock               Preferred Stock                                                
                               Number of     Dollar      Number of      Dollar         Paid-In       Treasury    Accumulated 
                                Shares       Amount         Shares       Amount        Capital        Stock       Deficit    
                             ----------    ----------     ----------   ----------     -----------    --------    ----------- 

                                                                                                                             
Balance at June 30, 2000 .   14,553,370   $    14,553       15,000    $        15   $ 5,797,501    $   (16,911)  $(5,752,064)

Issue of common stock upon                                                                                                   
  exercise of warrants ...      250,000           250         --             --          24,750           --            --   

Issue of common stock upon                                                                                                   
  exercise of options ....    1,100,000         1,100         --             --         273,900           --            --   

Issue of common stock for                                                                                                    
  services ...............      390,201           390         --             --         156,127           --            --   

Issue of preferred stock .         --            --          7,500              7       569,750           --            --   

Conversion of preferred                                                                                                      
  stock to common stock ..      843,640           844       (2,576)            (2)         (844)          --            --   

Net loss .................         --            --           --             --            --             --      (1,196,981)
                            -----------   -----------  -----------    -----------   -----------    -----------   ----------- 

Balance at December 31,                                                                                                      
  2000                       17,137,211   $    17,137       19,924    $        20   $ 6,821,184    $   (16,911)  $(6,949,045)
                            ===========   ===========  ===========    ===========   ===========    ===========   =========== 


 See accompanying notes.

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 ENDOVASC LTD., INC.
(A CORPORATION IN THE DEVELOPMENT STAGE)
 CONDENSED STATEMENT OF CASH FLOWS
for the six months ended December 31, 2000 and
1999 and for the period from inception, June 10,
1996, to December 31, 2000
----------
 (Unaudited)

                                                        [Enlarge/Download Table]

                                                                           Inception to  
                                                     December 31,            December 31,
                                                2000             1999          2000      
                                           -----------        ----------   -----------   

Cash flows used in operating                                                             
                                                                                         
  activities                               $(1,013,108)       $ (299,262)  $(3,673,055)  
                                           -----------        ----------   -----------   

Cash flows used in investing                                                             
  activities                                   (66,183)           (1,302)      (52,080)  
                                           -----------        ----------   -----------   

Cash flows from financing activities:                                                    
  Proceeds from sale of equity                                                           
    securities                                    -                 -          302,332   
  Proceeds from sale of common stock            25,000           131,000       230,501   
  Purchase of treasury stock                      -                 -          (16,911)  
  Proceeds from sale of convertible                                                      
    debt                                          -              130,500     1,036,750   
  Net proceeds from issuance of preferred                                                
    stock                                      569,757              -        1,610,057   
  Issuance (repayment) of notes payable         (5,031)           (9,104)       55,214   
  Issuance (repayment) of note payable                                                   
    to stockholder, net                         (4,694)             -          939,054   
                                           -----------        ----------   -----------   

    Net cash provided by financing                                                       
      activities                               585,032           252,396     4,156,997   
                                           -----------        ----------   -----------   

Increase (decrease) in cash and cash                                                     
  equivalents                                 (494,259)          (48,168)      431,862   

Cash and cash equivalents, beginning                                                     
  of period                                    926,121           120,058          -      
                                           -----------        ----------   -----------   

Cash and cash equivalents, end of                                                        
  period                                   $   431,862        $   71,890   $   431,862   
                                           ===========        ==========   ===========   

Non-cash investing and financing                                                         
  activities:                                                                            
  Common stock issued for services                                                       
    and license and patent rights          $   156,517        $     -      $ 2,286,670   
                                           ===========        ==========   ===========   

  Common stock issued for equity                                                         
    securities                             $      -           $     -      $   302,332   
                                           ===========        ==========   ===========   

  Common stock issued for settlement                                                     
    of lawsuit                             $      -           $     -      $   210,000   
                                           ===========        ==========   ===========   

  Common stock issued upon conversion                                                    
    of debentures                          $      -           $   80,000   $ 1,241,555   
                                           ===========        ==========   ===========   

  Reduction of note payable to stock-                                                    
    holder and accrued liabilities                                                       
    through exercise of stock options      $   275,000        $     -      $   275,000   
                                           ===========        ==========   ===========   

  Issuance of note payable for the                                                       
    purchase of equipment                  $    55,616        $     -      $    55,616   
                                           ===========        ==========   ===========   

 See accompanying notes.
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 ENDOVASC LTD., INC.
 (A DEVELOPMENT STAGE CORPORATION)
 NOTES TO THE FINANCIAL STATEMENTS
----------

1.     Interim Financial Statements                                             

       The  accompanying   unaudited  interim  financial  statements  have  been
       prepared in accordance with generally accepted accounting  principles and
       the rules of the U.S. Securities and Exchange  Commission,  and should be
       read in  conjunction  with the  audited  financial  statements  and notes
       thereto for the year ended June 30, 2000.  In the opinion of  management,
       all  adjustments  (consisting of normal  recurring  accruals)  considered
       necessary for a fair  presentation of financial  position and the results
       of  operations  for the interim  periods  presented  have been  included.
       Operating results for the interim periods are not necessarily  indicative
of the results that may be expected for the respective full year. 

       A summary of the  Company"s  significant  accounting  policies  and other
       information  necessary to understand the interim financial  statements is
       presented in the  Company"s  audited  financial  statement  for the years
       ended June 30, 2000 and 1999. Accordingly the Company"s audited financial
      statements should be read in connection with these financial statements.

2.     Income Taxes                                                             

       The  difference  between  the 34% federal  statutory  income tax rate and
       amounts  shown  in  the  accompanying   interim  financial  statement  is
       primarily  attributable to an increase in the valuation allowance applied
       against  the  tax  benefit  from   utilization   of  net  operating  loss
carryforwards.                                                    

3.     Preferred Stock                                                          

       The Company's  articles of incorporation  authorize the issuance of up to
       20,000,000 shares of preferred stock with  characteristics  determined by
       the  Company's  board of directors.  Effective May 5, 2000,  the board of
       directors  authorized  the  issuance  and sale of up to 55,000  shares of
Series A 8% convertible preferred stock.                          

 Continued
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 ENDOVASC LTD., INC.
 (A DEVELOPMENT STAGE CORPORATION)
 NOTES TO THE FINANCIAL STATEMENTS
----------

3.     Preferred Stock, continued                                               

       On May 9, 2000,  the Company issued 15,000 shares of $0.001 par value and
       $100 per  share  stated  and  liquidation  value  Series A 8%  non-voting
       convertible preferred stock for $1,500,000.  The actual proceeds received
       by the Company were $1,040,300,  which are net of related offering costs.
       The Series A convertible preferred stock can be converted to common stock
       at any time at the  option  of the  holder.  The  conversion  rate is the
       stated value per share plus any accrued and unpaid  dividends  divided by
       85%  of the  average  of the  three  lowest  closing  bid  prices  of the
       Company's common stock for the thirty trading days immediately  preceding
       May 9, 2000, or 70% of the average of the three lowest closing bid prices
       for  the  thirty  days  immediately   preceding  the  conversion  of  the
       respective  preferred  stock.  During the six months  ended  December 31,
       2000, 2,576 shares of preferred stock were converted to 843,640 shares of
common stock.                                                     

       In  addition,  the  Series A  preferred  stockholders  are  obligated  to
       purchase an additional 30,000 shares of Series A 8% convertible preferred
       stock ("Put  Stock") at the option of the Company  subject to the Company
       being in compliance with various covenants.  The Company is currently not
       in compliance with these covenants but the stockholders  maintain a right
       to waive any violations.  The purchase price of the additional  shares is
       $100 per  share,  which  is its  stated  and  liquidation  value.  During
       November  2000,  the Company  issued an  additional  7,500 shares of this
       Series A preferred  stock for proceeds to the Company of $569,757,  which
is net of related offering costs.                                 

       If the  conversion  price is lower than the initial  price on the date of
       issue,  the  Company  has the right to redeem  the  shares of Series A 8%
convertible preferred stock at 130% of its stated value per share.

4.     Stock Options and Warrants                                               

       During the six months  ended  December 31,  2000,  250,000  shares of the
       Company's  common stock were issued due to the  exercise of warrants.  In
       addition,  1,100,000  shares  of  common  stock  were  issued  due to the
       exercise of stock options,  of which 1,000,000 of the shares was paid for
through the reduction in the note payable to stockholder.         

 Continued
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 ENDOVASC LTD., INC.
 (A DEVELOPMENT STAGE CORPORATION)
 NOTES TO THE FINANCIAL STATEMENTS
----------

4.     Stock Options and Warrants, continued                                    

       On December 13, 2000 the Company  granted  options to purchase  1,325,500
       shares of the  Company's  common  stock at a price  ranging from $0.40 to
       $1.00 per share,  which was greater than the market price of the stock at
the grant date.                                                   

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 PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS                              

     Section 78.751 of the Nevada General Corporation Law allows us to indemnify
any person who was or is threatened to be made a party to any threatened,       
pending or completed action, suit or proceeding by reason of the fact that he or
she is or was our Director, officer, employee or agent, or is or was serving at 
our request as a Director, officer, employee or agent of any corporation,       
partnership, joint venture, trust or other enterprise. We may advance expenses  
in connection with defending any such proceeding, provided the indemnitee       
undertakes to pay any such amounts if it is later determined that such person   
was not entitled to be indemnified by us.                                       

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to our Directors, officers and controlling persons pursuant to 
the foregoing provisions, or otherwise, we have been advised that, in the       
opinion of the Securities and Exchange Commission, such indemnification is      
against public policy as expressed in the Securities Act and is, therefore,     
unenforceable.                                                                  

ITEM 25.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION                           

  The following table sets forth the estimated expenses in connection with
the issuance and distribution of the securities offered hereby.                 

SEC registration fee.....................................................$734.84
Printing and engraving...................................................       
Accountant's fees and expenses...........................................       
Legal fees...............................................................       
Blue sky fees and expenses...............................................       
Miscellaneous............................................................       
    Total..........................................................$

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES                                

The following is a summary of recent sales of  unregistered  securities  that we
have accounted for prior to the end of our third operating quarter,  ended March
31, 2000.                                                                       

   1. On or about July 25, 1997, we issued at total of 300,000 of our common
stock pursuant to the exemption for registration provided by Regulation D. We   
relied on such exemption from registration based upon the fact that issuance of 
these shares complied with the requirements of Regulation D and that we made the
required informational filing pursuant to Regulation D. The total consideration 
paid the shares was $300,000, or $1.00 per share. Such shares were issued to the
following individuals in the following amounts:                                 

Name                                        Shares            
----                                        ------            

Ronald & Judy Neddings                      15,000            
Paul & Helen Jones                          30,000            
Rafael and Ana Moreno                       30,000            
Drexal Global Fund                         100,000            
Ebensfeld Corporation                      125,000            

   2. On or about September 26, 1997, we issued 382,571 shares of our common
stock for a total consideration of $500,000, or $1.30 per share. Such shares    
were issued pursuant to the exemption from registration under Section 4(2) of   
the Securities Act of 1933, as amended. Such shares were issued to the following
individuals in the following amounts:                                           

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Name                                               Shares     
----                                               ------     

Richard M. Johnson & Assoc.                         300,000   
James Mundt                                           3,571   
Claudio R. Roman                                     20,000   
M. Dwight Cantrell                                   25,000   
Nick Nichols                                         10,000   
Lester Summers                                        1,000   
Dorothy Summers                                       1,000   
Allan Burns                                           5,000   
Dan Halman                                            2,000   
Eric Gilles                                          10,000   
Charles Siedel                                        5,000   
Susan Cohen, Esq.                                     2,044   

    3. On or about November 13, 1997, we issued 200,000 shares to Geothermica,
in consideration of certain patent rights. Such shares were valued at $4.00 per 
share and were issued pursuant to the exemption from registration under Section 
4(2) of the Securities Act of 1933, as amended.                                 

    4. On or about June 16, 1998, we issued 100,000 shares of our common stock
to Alexander H. Walker Jr., in consideration for legal services rendered to us. 
Such shares were valued at $1.00 per share and were issued pursuant to the      
exemption from registration under Section 4(2) of the Securities Act of 1933, as
amended.                                                                        

    5. On or about June 16, 1998, we issued 300,000 shares of our common stock
to Dorothy Summers,in exchange for services. Such shares were valued at $1.00   
per share and were issued pursuant to the exemption from registration under     
Section 4(2) of the Securities Act of 1933, as amended.                         

   6. On or about June 30, 1998, we issued 50,000 shares of our common stock
to Danilo D. Lasic,in exchange for technical advisement services rendered to us.
Such shares were valued at $1.00 per share and were issued pursuant to the      
exemption from registration under Section 4(2) of the Securities Act of 1933, as
amended.                                                                        

  7. On or about September 23, 1998, we issued 18,987 shares of our common
stock to Nick A. Nichols Jr., in exchange for patent counsel and filing         
services. Such shares were valued at $1.00 per share and were issued pursuant to
the exemption from registration under Section 4(2) of the Securities Act of     
1933, as amended.                                                               

  8. On or about September 24, 1998, we issued 25,000 shares of our common
stock to M. Dwight Cantrell, in exchange for services. Such shares were valued  
at $1.00 per share and were issued pursuant to the exemption from registration  
under Section 4(2) of the Securities Act of 1933, as amended.                   

 9. On or about September 28, 1998, we issued 1,416 shares of our common
stock to Janet S. Clark, in exchange for services. Such shares were valued at   
$1.00 per share and were issued pursuant to the exemption from registration     
under Section 4(2) of the Securities Act of 1933, as amended.                   

  10. On or about September 28, 1998, we issued 1,190 shares of our common
stock to James Mundt, in exchange for dividends. Such shares were valued at     
$1.00 per share and were issued pursuant to the exemption from registration     
under Section 4(2) of the Securities Act of 1933, as amended.                   

11. On or about October 19, 1998, we issued 2,083 shares of our common
stock to Alenka Lasic, in exchange for services rendered in connection with     
designing our brochures and website. Such shares were valued at $1.00 per share 
and were issued pursuant to the exemption from registration under Section 4(2)  
of the Securities Act of 1933, as amended.                                      

  12. On or about November 19, 1998, we issued 14,380 shares of our common
stock to Susan Cohen, in consideration for legal services rendered to us. Such  
shares were valued at $1.00 per share and were issued pursuant to the exemption 
from registration under Section 4(2) of the Securities Act of 1933, as amended. 

  13. On or about November 30, 1998, we issued 50,000 shares of our common
stock to James D. Regan, in exchange for technical advisement services rendered 
to us. Such shares were valued at $1.00 per share and were issued pursuant to   
the exemption from registration under Section 4(2) of the Securities Act of     
1933, as amended.                                                               

  14. On or about November 30, 1998, we issued 10,416 shares of our common
stock to Alenka Lasic, in exchange for services rendered in connection with     
designing Company brochures and designing our website. Such shares were valued  
at $1.00 per share and were issued pursuant to the exemption from registration  
under Section 4(2) of the Securities Act of 1933, as amended.                   

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   15. On or about December 29, 1998, we issued 650,000 shares of our common
stock to Edward H. Burnbaum, in exchange for escrow. Such shares were valued at 
$1.00 per share and were issued pursuant to the exemption from registration     
under Rule 504 of Regulation D. We relied on such exemption from registration   
based upon the fact that issuance of these shares complied with the requirements
of Regulation D and we made the required informational filing pursuant to       
Regulation D.                                                                   

16. On or about January 8, 1999, we issued 35,556 shares of our common
stock to Amram Rothman, in exchange for purchase. Such shares were valued at    
$1.00 per share and were issued pursuant to the exemption from registration     
under Rule 504 of Regulation D. We relied on such exemption from registration   
based upon the fact that issuance of these shares complied with the requirements
of Regulation D and we made the required informational filing pursuant to       
Regulation D.                                                                   

 17. On or about January 14, 1999, we issued 20,000 shares of our common
stock to Phoenix Investment Group, in exchange for services. Such shares were   
valued at $1.00 per share and were issued pursuant to the exemption from        
registration under Section 4(2) of the Securities Act of 1933, as amended.      

18. On or about January 14, 1999, we issued 5,200 shares of our common
stock to James Regan, in exchange for technical advisement services rendered to 
us. Such shares were valued at $1.00 per share and were issued pursuant to the  
exemption from registration under Section 4(2) of the Securities Act of 1933, as
amended.                                                                        

 19. On or about January 22, 1999, we issued 10,116 shares of our common
stock to Alenka Lasic, in exchange for services rendered in connection with     
designing Company brochures and designing our website. Such shares were valued  
at $1.00 per share and were issued pursuant to the exemption from registration  
under Section 4(2) of the Securities Act of 1933, as amended.                   

 20. On or about January 28, 1999, we issued 80,000 shares of our common
stock to Amram Rothman, in exchange for purchase. Such shares were valued at    
$1.00 per share and were issued pursuant to the exemption from registration     
under Rule 504 of Regulation D. We relied on such exemption from registration   
based upon the fact that issuance of these shares complied with the requirements
of Regulation D and we made the required informational filing pursuant to       
Regulation D.                                                                   

21. On or about February 3, 1999, we issued 2,000 shares of our common
stock to John G. Charles, in exchange for services. Such shares were valued at  
$1.00 per share and were issued pursuant to the exemption from registration     
under Section 4(2) of the Securities Act of 1933, as amended.                   

22. On or about February 3, 1999, we issued 5,200 shares of our common
stock to James D. Regan, in exchange for technical advisement services rendered 
to us. Such shares were valued at $1.00 per share and were issued pursuant to   
the exemption from registration under Section 4(2) of the Securities Act of     
1933, as amended.                                                               

   23. On or about February 18, 1999, we issued 106,667 shares of our common
stock to Amram Rothman, in exchange for purchase. Such shares were valued at    
$1.00 per share and were issued pursuant to the exemption from registration     
under Rule 504 of Regulation D. We relied on such exemption from registration   
based upon the fact that issuance of these shares complied with the requirements
of Regulation D and we made the required informational filing pursuant to       
Regulation D.                                                                   

   24. On or about February 23, 1999, we issued 100,000 shares of our common
stock to Patrick M. Rost, in exchange for services. Such shares were valued at  
$1.00 per share and were issued pursuant to the exemption from registration     
under Rule 504 of Regulation D. We relied on such exemption from registration   
based upon the fact that issuance of these shares complied with the requirements
of Regulation D and we made the required informational filing pursuant to       
Regulation D.                                                                   

 25. On or about February 23, 1999, we issued 5,000 shares of our common
stock to Shawn F. Hackman in exchange for services. Such shares were valued at  
$1.00 per share and were issued pursuant to the exemption from registration     
under Rule 504 of Regulation D. Mr. Hackman returned these shares to us on or   
about September 1, 1999. We relied on such exemption from registration based    
upon the fact that issuance of these shares complied with the requirements of   
Regulation D and we made the required informational filing pursuant to          
Regulation D.                                                                   

     26. On or about March 9, 1999, we issued 248,889 shares of our common stock
to Amram Rothman, in exchange for purchase. Such shares were valued at $1.00 per
share and were issued pursuant to the exemption from registration under Rule 504
of Regulation D. We relied on such exemption from registration based upon the   
fact that issuance of these shares complied with the requirements of Regulation 
D and we made the required informational filing pursuant to Regulation D.       

     27. On or about March 23, 1999, we issued 13,201 shares of our common stock
to Hiroko Yoshida, in exchange for technical advisement services rendered to us.
Such shares were valued at $1.00 per share and were issued pursuant to the      
exemption from registration under Section 4(2) of the Securities Act of 1933, as
amended.                                                                        

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     28. On or about April 6, 1999, we issued 127,348 shares of our common stock
to Amram Rothman, in exchange for services. Such shares were valued at $1.00 per
share and were issued pursuant to the exemption from registration under Rule 504
of Regulation D. We relied on such exemption from registration based upon the   
fact that issuance of these shares complied with the requirements of Regulation 
D and we made the required informational filing pursuant to Regulation D.       

    29. On or about April 13, 1999, we issued 5,166 shares of our common stock
to Alenka Lasic, in exchange for services rendered in connection with designing 
Company brochures and designing our website. Such shares were valued at $1.00   
per share and were issued pursuant to the exemption from registration under     
Section 4(2) of the Securities Act of 1933, as amended.                         

30. On or about April 19, 1999, we issued 187,324 shares of our common
stock to Mr. Amram Rothman, in debt conversion. Such shares were valued at      
$0.3203 and were issued pursuant to the exemption from registration under Rule  
504 of Regulation D. We relied on such exemption from registration based upon   
the fact that issuance of these shares complied with the requirements of        
Regulation D and we made the required informational filing pursuant to          
Regulation D.                                                                   

31. On or about April 29, 1999, we issued 139,132 shares of our common
stock to Mr. Amram Rothman, in debt conversion. Such shares were valued at      
$0.35937 per share and were issued pursuant to the exemption from registration  
under Rule 504 of Regulation D. We relied on such exemption from registration   
based upon the fact that issuance of these shares complied with the requirements
of Regulation D and we made the required informational filing pursuant to       
Regulation D.                                                                   

   32. On or about May 20, 1999, we issued 65,308 shares of our common stock
to Amram Rothman, in exchange for purchase. Such shares were valued at $1.00 per
share and were issued pursuant to the exemption from registration under Rule 504
of Regulation D. We relied on such exemption from registration based upon the   
fact that issuance of these shares complied with the requirements of Regulation 
D and we made the required informational filing pursuant to Regulation D.       

     33. On or about May 27, 1999, we issued 1,000 shares of our common stock to
Janet S. Clark, in exchange for services. Such shares were valued at $0.3828 per
share and were issued pursuant to the exemption from registration under Section 
4(2) of the Securities Act of 1933, as amended.                                 

   34. On or about June 8, 1999, we issued 16,487 shares of our common stock
to Hiroko Yoshida, in exchange for services. Such shares were valued at $1.00   
per share and were issued pursuant to the exemption from registration under     
Section 4(2) of the Securities Act of 1933, as amended.                         

     35. On or about June 24, 1999, we issued 124,444 shares of our common stock
to Amram Rothman, in exchange for purchase. Such shares were valued at $0.28125 
per share and were issued pursuant to the exemption from registration under     
Section 4(2) of the Securities Act of 1933, as amended.                         

   36. On or about July 8, 1999, we issued 10,000 shares of our common stock
to John G. Charles, in exchange for services. Such shares were valued at $1.00  
per share and were issued pursuant to the exemption from registration under     
Section 4(2) of the Securities Act of 1933, as amended.                         

   37. On or about July 27, 1999, we issued 5,000 shares of our common stock
to Sherry R. Ball, in exchange for corporate video design and development       
services. Such shares were valued at $1.00 per share and were issued pursuant to
the exemption from registration under Section 4(2) of the Securities Act of     
1933, as amended.                                                               

    38. On or about July 26, 1999, we issued 98,467 shares of our common stock
to Amram Rothman, in exchange for purchase. Such shares were valued at $0.30467 
per share and were issued pursuant to the exemption from registration under Rule
504 of Regulation D. We relied on such exemption from registration based upon   
the fact that issuance of these shares complied with the requirements of        
Regulation D and we made the required informational filing pursuant to          
Regulation D.                                                                   

    39. On or about July 29, 1999, we issued 18,577 shares of our common stock
to Hiroko Yoshida, in exchange for scientific and product development services  
rendered to us. Such shares were valued at $1.00 per share and were issued      
pursuant to the exemption from registration under Section 4(2) of the Securities
Act of 1933, as amended.                                                        

    40. On or about August 6, 1999, we issued 9,883 shares of our common stock
to Hiroko Yoshida, in exchange for scientific and product development services  
rendered to us. Such shares were valued at $1.00per share and were issued       
pursuant to the exemption from registration under Section 4(2) of the Securities
Act of 1933, as amended.                                                        

     41. On or about August 6, 1999, we issued 50,000 shares of our common stock
to Danilo Lasic, in exchange for scientific, laboratory, and technical advice   
rendered to us. Such shares were valued at $1.00 per share and were issued      
pursuant to the exemption from registration under Section 4(2) of the Securities
Act of 1933, as amended.                                                        

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    42. On or about September 27, 1999, we issued 200,000 shares of our common
stock to Francis Pizzuli, in connection with a settlement reach in litigation.  
Such shares were issued pursuant to the exemption from registration under       
Section 4(2) of the Securities Act of 1933, as amended.                         

    43. On or about September 27, 1999, we issued 237,079 shares of our common
stock to Amram Rothman, in connection with the conversion of convertible        
debentures owned by Mr. Rothman. Such shares were issued pursuant to the        
exemption from registration under Rule 504 of Regulation D. We relied on such   
exemption from registration based upon the fact that issuance of these shares   
complied with the requirements of Regulation D and we made the required         
informational filing pursuant to Regulation D.                                  

     44. On or about October 4, 1999, we issued 4,000 shares of our common stock
to John G. Charles, in exchange for sales and marketing services. Such shares   
were valued at $1.00 per share and were issued pursuant to the exemption from   
registration under Section 4(2) of the Securities Act of 1933, as amended.      

  45. On or about October 13, 1999, we issued 384,000 shares of our common
stock to Amram Rothman, in debt conversion. Such shares were valued at $0.09375 
per share and were issued pursuant to the exemption from registration under Rule
504 of Regulation D. We relied on such exemption from registration based upon   
the fact that issuance of these shares complied with the requirements of        
Regulation D and we made the required informational filing pursuant to          
Regulation D.                                                                   

  46. On or about October 18, 1999, we issued 100,000 shares of our common
stock to Amram Rothman, in debt conversion. Such shares were valued at $0.09 per
share and were issued pursuant to the exemption from registration under Rule 504
or Regulation D. We relied on such exemption from registration based upon the   
fact that issuance of these shares complied with the requirements of Regulation 
D and we made the required informational filing pursuant to Regulation D.       

 47. On or about October 18, 1999, we issued 70,880 shares of our common
stock to Hermes Bioscience, Inc., in exchange for research and development      
laboratory services. Such shares were valued at $1.00 per share and were issued 
pursuant to the exemption from registration under Section 4(2) of the Securities
Act of 1933, as amended.                                                        

48. On or about October 18, 1999, we issued 5,000 shares of our common
stock to each of Dr. Charles Seidel and Dr. Alan Burns, in exchange for         
services. Such shares were valued at $1.00 per share and were issued pursuant to
the exemption from registration under Section 4(2) of the Securities Act of     
1933, as amended.                                                               

  49. On or about October 28, 1999, we issued 500,000 shares of our common
stock to Amram Rothman, in debt conversion. Such shares were valued at $0.08 per
share and were issued pursuant to the exemption from registration under Rule 504
or Regulation D. We relied on such exemption from registration based upon the   
fact that issuance of these shares complied with the requirements of Regulation 
D and we made the required informational filing pursuant to Regulation D.       

 50. On or about October 28, 1999, we issued 70,880 shares of our common
stock to Hermes Bioscience, Inc., in exchange for research and development      
laboratory services. Such shares were valued at $0.05 per share and were issued 
pursuant to the exemption from registration under Section 4(2) of the Securities
Act of 1933, as amended.                                                        

 51. On or about November 10, 1999, we issued 4,000 shares of our common
stock to John Charles, in exchange for services. Such shares were valued at     
$1.00 per share and were issued pursuant to the exemption from registration     
under Section 4(2) of the Securities Act of 1933, as amended.                   

    52. On or about December 8, 1999, we issued 1,000,000 shares of our common
stock to Southwest Securities, Inc., in exchange for services. Such shares were 
valued at $0.46 per share and were issued pursuant to the exemption from        
registration under Section 4(2) of the Securities Act of 1933, as amended.      

     53. On or about December 20, 1999, we issued 1,250,000 shares of our common
stock to Dr. David Summers, our Chairman and Chief Executive Officer, in debt   
conversion. Such shares were valued at $0.12 per share and were issued pursuant 
to the exemption from registration under Section 4(2) of the Securities Act of  
1933, as amended.                                                               

   54. On or about December 20, 1999, we issued 600,000 shares of our common
stock to Gary Ball, in lieu of payment of salary. Such shares were valued at    
$0.10 per share and were issued pursuant to the exemption from registration     
under Section 4(2) of the Securities Act of 1933, as amended.                   

  55. On or about December 20, 1999, we issued 50,000 shares of our common
stock to Dwight Cantrell, in exchange for financial services. Such shares were  
valued at $0.50 per share and were issued pursuant to the exemption from        
registration under Section 4(2) of the Securities Act of 1933, as amended.      

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  56. On or about December 20, 1999, we issued 50,000 shares of our common
stock to Roman Claudio, in exchange for legal services. Such shares were valued 
at $0.50 per share and were issued pursuant to the exemption from registration  
under Section 4(2) of the Securities Act of 1933, as amended.                   

  57. On or about January 19, 2000, we issued 200,325 shares of our common
stock to Nick Nichols, in exchange for legal and patent services. Such shares   
were valued at $0.10 per share and were issued pursuant to the exemption from   
registration under Section 4(2) of the Securities Act of 1933, as amended.      

 58. On or about February 2, 2000, we issued 24,000 shares of our common
stock to Barbara Richardson, in lieu of payment of salary and bonuses. Such     
shares were valued at $0.01 per share and were issued pursuant to the exemption 
from registration under Section 4(2) of the Securities Act of 1933, as amended. 

 59. On or about February 2, 2000, we issued 50,000 shares of our common
stock to Collaborative, Inc., in exchange for research and development services.
Such shares were valued at $0.20 per share and were issued pursuant to the      
exemption from registration under Section 4(2) of the Securities Act of 1933, as
amended.                                                                        

 60. On or about February 2, 2000, we issued 25,000 shares of our common
stock to Janet Greeson, in exchange for consulting services. Such shares were   
valued at $0.40 per share and were issued pursuant to the exemption from        
registration under Section 4(2) of the Securities Act of 1933, as amended.      

 61. On or about February 2, 2000, we issued 10,000 shares of our common
stock to Dr. Representacoes Ltd., in exchange for legal and consulting services.
Such shares were valued at $0.50 per share and were issued pursuant to the      
exemption from registration under Section 4(2) of the Securities Act of 1933, as
amended.                                                                        

 62. On or about February 2, 2000, we issued 10,000 shares of our common
stock to William Lamar, in exchange for services. Such shares were valued at    
$0.40 per share and were issued pursuant to the exemption from registration     
under Section 4(2) of the Securities Act of 1933, as amended.                   

 63. On or about February 9, 2000, we issued 10,000 shares of our common
stock to each of Richard Smalling and Michel Henry, in exchange for research and
development consulting services. Such shares were valued at $0.10 per share and 
were issued pursuant to the exemption from registration under Section 4(2) of   
the Securities Act of 1933, as amended.                                         

 64. On or about February 18, 2000, we issued 1,820 shares of our common
stock to James Regan, in exchange for consulting services. Such shares were     
valued at $1.00 per share and were issued pursuant to the exemption from        
registration under Section 4(2) of the Securities Act of 1933, as amended.      

  65. On or about February 18, 2000, we issued 33,933 shares of our common
stock to Hiroko Yoshida, in exchange for scientific and product development     
services rendered to us. Such shares were valued at $1.00 per share and were    
issued pursuant to the exemption from registration under Section 4(2) of the    
Securities Act of 1933, as amended.                                             

   66. On or about February 18, 2000, we issued 136,173 shares of our common
stock to Board of Trustees of Leland and 13,457 shares of our common stock to   
each of John Cooke, Christopher Heeschen, Phillip Tsao, and James Jang, in      
exchange for scientific and product development services rendered to us. Such   
shares were valued at $1.00 per share and were issued pursuant to the exemption 
from registration under Section 4(2) of the Securities Act of 1933, as amended. 

   67. On or about February 19, 2000, we issued 300,000 shares of our common
stock to Geotermica, Ltd., in debt conversion. Such shares were valued at $0.50 
per share and were issued pursuant to the exemption from registration under     
Section 4(2) of the Securities Act of 1933, as amended.                         

    68. On or about March 2, 2000, we issued 14,000 shares of our common stock
to Barbara Richardson, in lieu of payment of salary. Such shares were valued at 
$4.80 per share and were issued pursuant to the exemption from registration     
under Section 4(2) of the Securities Act of 1933, as amended.                   

    69. On or about March 2, 2000, we issued 50,000 shares of our common stock
to John Charles and 25,000 shares of our common stock to Roy Robertson, in      
exchange for consulting services. Mr. Charles' shares were valued at $0.30 per  
share and Mr. Robertson's shares were valued at $7.25 per share. These shares   
were issued pursuant to the exemption from registration under Section 4(2) of   
the Securities Act of 1933, as amended.                                         

    70. On or about March 3, 2000, we issued 14,000 shares of our common stock
to Barbara Richardson, in lieu of payment of salary. Such shares were valued at 
$7.25 per share and were issued pursuant to the exemption from registration     
under Section 4(2) of the Securities Act of 1933, as amended.                   

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   71. On or about March 7, 2000, we issued 1,000 shares of our common stock
to each of John Sorsi Jr. and Gary Parker, in exchange for promotional services.
Such shares were valued at $1.00 per share and were issued pursuant to the      
exemption from registration under Section 4(2) of the Securities Act of 1933, as
amended.                                                                        

     72. On or about March 13, 2000, we issued 20,000 shares of our common stock
to Curtis Wenger, Esq. and 25,000 shares of our common stock to each of         
Alexander Walker III, Esq. and Alexander Walker Jr., in exchange for legal      
services. Mr. Wenger's shares were valued at $0.35 per share, Mr. Walker and Mr.
Walker Jr.'s shares were each valued at $6.00 per share. These shares were      
issued pursuant to the exemption from registration under Section 4(2) of the    
Securities Act of 1933, as amended.                                             

     73. On or about March 13, 2000, we issued 25,000 shares of our common stock
to Incubud, Inc., in exchange for promotional services. Such shares were valued 
at $0.25 per share and were issued pursuant to the exemption from registration  
under Section 4(2) of the Securities Act of 1933, as amended.                   

     74. On or about March 13, 2000, we issued 12,000 shares of our common stock
to Sichenzia, Ross & Friedman LLP, in exchange for legal services. Such shares  
were valued at $6.00 per share and were issued pursuant to the exemption from   
registration under Section 4(2) of the Securities Act of 1933, as amended.      

The sales listed above do not include sales of unregistered securities
since March 31, 2000, which have not yet been accounted for. Nonetheless, the   
following is a description of a recently concluded private placement of our     
securities:                                                                     

   On or about May 9, 2000, we received $1,500,000 in gross proceeds related
to an offering of up to 45,000 shares of 8% Cumulative Convertible Series A     
Preferred Stock, with a par value of $.001, for the aggregate purchase price of 
$4,500,000 and Common Stock Purchase Warrants to purchase our common stock (the 
"Warrants")at an above-market price. For consideration received in the initial  
funding, we issued 15,000 shares of Preferred stock and 333,333 Warrants and    
paid approximately $190,000 in commissions and legal fees. Additionally, as     
consideration for the transaction, we issued Placement Agent Warrants to        
purchase up to 62,250 shares of our common stock. The remaining $3,000,000 in   
funding will not occur until certain criteria have been met, as defined in the  
subscription agreement. We cannot assure that these criteria will be met or that
the funding will occur. Terms for the Placement Agent Warrants are similar to   
the terms of the Warrants issued with the Preferred Stock.                      

Holders of the Preferred Stock are entitled to receive cash dividends,
payable quarterly and have preferential liquidation rights above all other      
issuances of common stock for an amount equal to the stated value. The Preferred
Stock and unpaid dividends are convertible into shares of common stock equal to 
an amount determined by the market value of the common stock at the date of     
conversion, adjusted for changes in the market price prior to the conversion.   
Holders of the Preferred Stock do not have voting rights.                       

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ITEM 27.  INDEX TO EXHIBITS                                                     

Exhibit No.       Exhibit                                                       

                                                        [Enlarge/Download Table]


                                                                                                         
  3.1  Articles of Incorporation of the Company **                                                       
  3.2  Bylaws of the Company **                                                                          
  4.1  Form of 8% Series A Senior Subordinated Convertible Redeemable Debenture **                       
  4.2  Form of 8% Series B Senior Subordinated Convertible Redeemable Debenture **                       
  4.3  Specimen Stock Certificate of the Company **                                                      
  5.1  Opinion of Sichenzia, Ross & Friedman, LLP                                                        
10.1   Form of Employment Agreement with Dr. David Summers, dated December 18, 1996*                     
10.2   Form of Employment Agreement with Ms. Barbara Richardson, dated June 1, 2000*                     
10.3   Form of Consulting Services Agreement with Mr. Roy Robertson, dated March 1, 2000*                
10.4   Form of Subscription Agreement for Purchase of Series A 8% Cumulative Convertible Preferred Stock*
10.5   Certificate to Set Forth Designations, Voting Powers, Preferences, Limitations, Restrictions and  
       Relative Rights of Series A 8% Cumulative Convertible Preferred Stock*                            
10.6   Form of Common Stock Purchase Warrant*                                                            
10.7   Lease of Company's Facility at 15001 Walden Road, Suite 108, Montgomery, Texas 77356*             
10.8   Lease of Company's Facility at 15001 Walden Road, Suites 234 and 235, Montgomery, Texas 77356*    
16.1   Letter on change in certifying accountant **                                                      
23.1   Consent of Ham, Langston & Brezina, LLP                                                           
23.2   Consent of Sichenzia, Ross & Friedman, LLP (included in Exhibit 5.1)                              
27.1   Financial Data Schedule*                                                                          

*  Incorporated  by reference to the  Registrant's  Registration  Statement,  as
amended,  on Form SB-2,  originally  filed on June 30, 2000. **  Incorporated by
reference from the Registrant's Form 10-SB, filed on December 3, 1999.          

ITEM 28. UNDERTAKINGS                                                           

The undersigned Registrant hereby undertakes:                                   

(1) To file a post-effective amendment to this Registration Statement 
during any period in which offers or sales are being made:                      

     (i) to include any Prospectus required by Section 10(a)(3) of the
Securities Act;                                                       

          (ii)to reflect in the Prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually, or in the aggregate,
represent a fundamental change in the information set forth in the    
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
    deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission  
pursuant to Rule 424(b) ((S)230.424(b) of this Chapter) if, in the    
 aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the       
"Calculation of Registration Fee" table in the effective Registration 
Statement; and                                                        

         (iii) to include any material information with respect to the plan of
    distribution not previously disclosed in the Registration Statement of any
material change to such information in the Registration Statement.    

    (2) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of    
this offering.                                                                  

(3) To provide to the Underwriters at the closing specified in the    
underwriting agreement certificates in such denominations and registered in such
names as required by the Underwriter to permit prompt delivery to each          
purchaser.                                                                      

     (4) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities offered therein, and this offering of such 
securities at that time shall be deemed to be the initial bona fide offering    
thereof.                                                                        

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(5) That, insofar as indemnification for liabilities arising from the 
Securities Act may be permitted to Directors, officers, and controlling persons 
of the Registrant pursuant to the foregoing provisions, or otherwise, the       
Registrant has been advised that in the opinion of the Commission such          
indemnification is against public policy as expressed in the Securities Act and 
is, therefore, unenforceable. In the event that a claim for indemnification     
against such liabilities (other than the payment by the Registrant of expenses  
incurred or paid by a Director, officer or controlling person of the Registrant 
in the successful defense of any action, suit or proceeding) is asserted by such
Director, officer or controlling person in connection with the securities being 
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate     
jurisdiction the question whether such indemnification by it is against public  
policy as expressed in the Securities Act and will be governed by the final     
adjudication of such issue.                                                     

  (6) That, for purposes of determining any liability under the Securities
Act, the information omitted from the form of Prospectus filed as part of this  
Registration Statement in reliance upon Rule 430A and contained in a form of    
Prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or Rule    
497(h) under the Securities Act shall be deemed to be part of this Registration 
Statement as of the time it was declared effective.                             

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SIGNATURES

    Pursuant to the requirements of the Act, the Company certifies that it has
reasonable grounds to believe that it meets all of the requirement for filing on
Form SB-2 and has duly caused this Registration Statement to be signed on its   
behalf by the undersigned, thereunto duly authorized, in the State of Texas, on 
March 20, 2001.                                                                 

                                                                [Download Table]


                 Signature                Title               Date     

                                                                       
/s/David P. Summers         Chief Executive Officer and  March 20, 2000
David P. Summers            Chairman                                   

/s/Barbara J. Richardson    Secretary and Director       March 20, 2000
Barbara J. Richardson                                                  

/s/M. Dwight Cantrell       Chief Financial Officer,     March 20, 2000
M. Dwight Cantrell          Treasurer and Director                     

/s/Gary R. Ball             Director                     March 20, 2000
Gary R. Ball                                                           

/s/Claudio R. Roman         Director                     March 20, 2000
Claudio R. Roman                                                       

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SB-2’ Filing		Date		First		Last			Other Filings
		10/31/04		26
		12/31/02		17		19			10QSB,  NT 10-Q
Filed on:		3/20/01		1		68
		3/1/01		2		29
		2/1/01		42
		12/31/00		7		57			10QSB
		12/13/00		58
		12/8/00		26		45
		10/3/00		14
		9/19/00		34
		6/30/00		7		66			10KSB,  NT 10-K/A,  SB-2
		6/1/00		66
		5/31/00		25
		5/10/00		15
		5/9/00		49		65
		5/5/00		49		56
		3/31/00		59		65			10QSB,  NT 10-Q
		3/20/00		68
		3/13/00		65
		3/7/00		65
		3/3/00		64
		3/2/00		64
		3/1/00		66
		2/19/00		64
		2/18/00		64
		2/9/00		64
		2/2/00		64
		1/19/00		64
		12/31/99		7		55
		12/20/99		63		64			4
		12/8/99		63
		12/3/99		66					10SB12G
		11/10/99		63
		11/9/99		17		18
		10/28/99		63
		10/18/99		63
		10/13/99		63
		10/8/99		16
		10/4/99		63
		10/1/99		26
		9/27/99		63
		9/1/99		61
		8/6/99		62
		7/29/99		62
		7/27/99		62
		7/26/99		62
		7/8/99		62
		6/30/99		7		56
		6/24/99		62
		6/8/99		62
		5/27/99		62
		5/20/99		62
		4/29/99		62
		4/19/99		62
		4/13/99		62
		4/6/99		62
		3/23/99		61
		3/9/99		61
		2/25/99		16
		2/23/99		61
		2/18/99		61
		2/3/99		61
		1/28/99		61
		1/22/99		61
		1/14/99		61
		1/8/99		61
		12/29/98		61
		12/9/98		45
		11/30/98		60
		11/19/98		60
		10/19/98		60
		9/28/98		60
		9/24/98		60
		9/23/98		60
		6/30/98		23		60
		6/16/98		60
		12/31/97		26
		12/9/97		26		45
		11/13/97		60
		9/26/97		59
		7/25/97		59
		6/2/97		16
		5/28/97		16
		12/18/96		66
		9/5/96		16
		6/10/96		14		55
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