SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------
                                   FORM 10-KSB
                   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                    For the Fiscal Year Ended:  June 30, 2003
                       Commission File No.       000-28371

                                 ENDOVASC, INC.
                 (Name of Small Business Issuer in Its Charter)

                Nevada                                 76-0512500
        ----------------------------------------------------------------
        (State or Other Jurisdiction of                 (I.R.S. Employer
       Incorporation or Organization)              Identification Number)

                550 Club Drive Suite 440, Montgomery, Texas 77316
       ----------------------------------------------------- ------------
               (Address of principal executive offices) (Zip Code)

                                 (936) 582-5920
                                 --------------
                (Issuer's Telephone Number, Including Area Code)

Securities  registered  pursuant  to  Section  12(b) of the Exchange Act:   None

Securities  registered  pursuant  to Section 12(g) of the Exchange Act :  Common
Stock, Par Value $0.001 Per Share

     Check whether the Issuer: (1) has filed all reports required to be filed by
Section  13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12  months  (or for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days: Yes [X] No [ ]

     Check  if  there is no disclosure of delinquent filers pursuant to Item 405
of  Regulation S-B contained herein, and no disclosure will be contained, to the
best  of  registrant's  knowledge, in definitive proxy or information statements
incorporated  by  reference  in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.

     The  Company's  revenues  for  its  most  recent  fiscal  year  were  $287.

     The  aggregate  market  value of the voting stock held by non-affiliates of
the  Company was $12,389,995 as of October 3, 2003, based on the average bid and
asked price of $0.28 per share as of that date.

     There  were 57,950,785 shares of Common Stock, $.001 par value, outstanding
as  of  October  3,  2003  and there were 14,152,710 shares of Series NDC Common
Stock,  $.001 par value, outstanding as of October 3, 2003.  Additionally, there
were  330  shares  of  Series A Convertible Preferred Stock, $.001 par value per
share, outstanding as of October 3, 2003.


<PAGE>
<TABLE>
<CAPTION>
                                  TABLE OF CONTENTS

<S>        <C>                                                                    <C>
PART I
  Item 1   Business                                                                2
  Item 2   Properties                                                              8
  Item 3   Legal Proceedings                                                       9
  Item 4   Submission of Matters to a Vote of Security Holders                     9

PART II
  Item 5   Market for Registrant's Common Equity and Related Stockholder Matters   9
  Item 6   Management's Discussion and Analysis of Financial Condition and        10
           Results of Operations
  Item 7   Financial Statements and Supplementary Data                            12
  Item 8   Changes in and Disagreements With Accountants in Accounting and
           Financial Disclosure                                                   12
  Item 8A  Controls and Procedures                                                12

PART III
  Item 9   Directors, Executive Officers, Promoters and Control Persons;
           Compliance with Section 16(a) of The Exchange Act                      13
  Item 10  Executive Compensation                                                 14
  Item 11  Security Ownership of Certain Beneficial Owners and Management         15
  Item 12  Certain Relationships and Related Transactions                         16
  Item 13  Exhibit, Lists and Reports on Form 8-K                                 16
</TABLE>




<PAGE>
                                     PART I


Item  1.  DESCRIPTION  OF  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  April 30, 2002 our Board of Directors authorized its Chairman, David P.
Summers, to pursue a plan of reorganization that would allow the company to meet
its  obligations  to  our  creditors  and  the  Series  A  Convertible Preferred
Shareholders.  This  plan  involved  the  issuance  of up to 3,000,000 shares of
Series  B  Convertible  Stock  and  a  reverse  domicile  merger  from Nevada to
Delaware.  On  or  about May 6, 2002 an information statement was filed with the
SEC  and  simultaneously  sent to our shareholders. On July 5, 2002 a meeting of
shareholders  representing  52.6%  of  the  total  outstanding  voting authority
approved  the  resolution  to  adopt  the  plan  of  reorganization. It was made
effective  July  9,  2002.  This  reorganization  resulted in an increase in the
authorized  capital  stock  to  220,000,000  shares.

     Effective  April  1,  2003, the Company's board of directors and holders of
shares representing a majority of the voting rights of the outstanding shares of
the Company's common stock and preferred stock approved a reincorporation of the
Company from the State of Delaware to the State of Nevada.  This reincorporation
was  accomplished by a merger of the Company into a new Nevada corporation under
the  name  Endovasc,  Inc.

     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, 2000, we obtained the exclusive
licensing  rights to Nicotine Receptor Agonist technology from the University of
Stanford,  in  exchange  for  stock  and  cash.  We  applied  for and received a
trademark  for  this  technology  under  the  Angiogenix.  We  have  completed
preclinical  trials  on  the  safety  and efficacy of Angiogenix in  conjunction
with  Stanford  University  and  Columbia  University.  We  have  undertaken
additional  preclinical  trials at George Washington University in Washington DC
on  or  about  April  23,  2003.

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

     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 three product lines--
Liprostin,  Angiogenix and Nutraceuticals.  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


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<PAGE>
revenues  from  the  sale  of these products 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
our  unique  and  highly  adaptable  technologies  will  put our products at the
forefront  of  the  multi-billion  dollar  drug  market.


     Liprostin  Technology

     Our  Liprostin(TM)  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 angioplasty procedures
annually  worldwide,  according to the American Heart Association.  According to
the  American  Heart  Association, the incidence of restenosis can be as high as
40-50%,  within six months of the procedure (slightly less with stents) and only
a  few  drugs  tested  have  been  preliminarily  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 utilizes liposomal encapsulation of Prostaglandin E1
to  provide  a  longer  and  more  controlled release of Prostaglandin E1 and to
improve  therapeutic effectiveness of the drug. Liprostin, as an adjunct therapy
for  the treatment of critical limb ischemic (CLI) complications is administered
as  an  intra-arterial bolus prior to, and immediately after PTA and followed by
intravenous infusion with indications of early success. We intend to develop our
Liprostin  product  lines  further  to  treat  conditions  such  as  restenosis,
myocardial  infarction,  veno-occlusive  disease,  diabetic ischemic ulcers, CLI
(limb salvage), claudicants, liver disease, arthritis, and as a topical solution
for  wound  healing.

     We  have  successfully  completed Phase I clinical trials of Liprostin(TM),
have  carried  out  a  number  of  Phase  II  trials,  and,  at  the  previous
recommendation  by  the  FDA  are  preparing  for  Phase III clinical trials for
Critical Limb Ischemia (CLI) in a large patient base including clinical sites in
both  the  U.S.  Europe,  and  Mexico.

     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.


     Stent  Coating  Technology

     We  are  developing Prostaglandin E-1 and Nicotine coated 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  scaffolds  used  during  and after
vascular  surgery  to  support  vessels and deliver agents that promote healing.
This  technology  accomplishes  the opening and maintenance of a blood vessel by
mechanical  means  (stent)  while  providing  medicinal  drug treatment from the
gradual  release  of  Prostaglandin  E1,  NRA  or  other  drugs  from the slowly
degrading,  biocompatible  substrate  of  the  intravascular  stent.

     We  have  protected  our proprietary rights to our stent coating technology
through  patents  and  patents  pending.


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<PAGE>
     Angiogenix

     Our  Angiogenix  technology  promotes new growth of blood vessels (known as
angiogenesis and 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
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 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 nicotine could
recruit  and  mobilize  the body's own quiescent stem cells that might 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  Angiogenix(TM)  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,
providing  a  "biological  bypass."  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,  stent-coating,  and  Nicotine
Receptor  Agonist  technologies  worldwide.  As  previously  described,  we  are
developing  our  products  for  varied  vascular  applications.

     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.

Patents  and  Proprietary  Rights


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<PAGE>
     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."  In  May  2000,  we  filed  a United States patent
application  for  proprietary  technology  regarding "Resorbable Prosthesis with
Biodegradable  Surface  Coating  and  Method  for  Making  Same."

     We  received trademark protection 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 of patent
rights to develop, manufacture, use and sell products incorporating nicotine and
nicotine  agonists for therapeutic angiogenesis.  Pursuant to our acquisition of
these patent 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.


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<PAGE>
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  include  (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
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,  pricing,
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


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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, as well as stent-coating technologies 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 liposome competitors
include  Eli  Lilly,  The Liposome Company and Schering-Plough.  These companies
generally  use liposome for the delivery of anti-tumor 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) (Eli
Lilly)  and  Agratroban(R)  (Texas Biotech) as a treatment used for angioplasty.
Remodulin  (United  Therapeutics)  and  CGT003  (Corgentech) are being tested in
Phase  III  trials  for  treatment  of  Peripheral  Vascular  Disease.

     We  also  face  established and well-funded competition from medical device
manufacturers  in  the  development  of  stent-coating  technologies.  These
competitors  include  major medical device manufacturers such as, Guidant, Inc.,
Cook,  Inc.,  Cordis  and  Boston  Scientific,  Inc.  To  our  knowledge current
competition  in  this  technology  is limited to the use of drugs used in cancer
therapies,  as  opposed to our Prostaglandin E1, which is a naturally occurring,
chemically  related  fatty  acid  shown  to  be  a  potent vasodilator, platelet
inhibitor  and  anti-thrombotic.


Research  and  Development

     We  maintain  1,100  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 products -
Liprostin and ANGIOGENIX.  We are conducting clinical trial testing of Liprostin
and ANGIOGENIX to obtain the Federal Drug Administration approval of its sale in
the United States.  Phase I clinical trials to test product safety and tolerance
levels using a small group of healthy subjects, as well as providing information
about  the  product's effectiveness and dosage levels was successfully completed
in  January 2001.  With this success, the company determined to proceed to Phase
III  clinical  trials as had been suggested by the FDA in late 1999.  An IND and
protocol  for  a  Phase  III,  "Randomized,  multi-center  study  of  Liposomal
prostaglandin  E1  (Liprostin)  and  ANGIOGENIX in conjunction with percutaneous
transluminal angioplasty in patients with critical limb ischemia" was filed with
the FDA in August 2001.  Concurrently the company conducted a series of Phase II
trials.  The  IND  for  ANGIOGENIX  is  pending final animal data for a protocol
change  that was made due to the unavailability of a critical piece of equipment
supplied  by  a third party.  Also, the company filed an Orphan Drug application
with  the FDA on July 2001.  Orphan Drug is a designation of the FDA to indicate
a  therapy  developed  to  treat  a  rare  disease  (one  which  afflicts a U.S.
population  of  less  than  200,000  people).  Because  there  are few financial
incentives  for drug companies to develop therapies for diseases that afflict so
few  people,  the U.S. government offers additional incentives to drug companies
that  develop  these drugs, which include: 1) eligibility for an FDA grant of up
to  $300,000  per year for a maximum of 3 years; 2) a tax credit equal to 50% of
the  qualified  clinical  testing  expenses  for  the  taxable year in which the
clinical  study(s) were conducted; and most importantly, 3) a 7 year exclusivity
to  market  the  drug  as  adjunct  treatment  for  the


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rare  disease.  Our  first  orphan  drug  application for critical limb ischemia
(CLI)  was  denied  based on greater than 200,000 patient eligibility.  However,
FDA  granted  us  a  second  indication  for peripheral occlusive artery disease
(POAD)  which  included  severe  intermittent  claudication (walking pain, which
doubled  our potential market).  We expect to enter phase III clinical trials in
2004.

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

     We  have  successfully completed preclinical trials in rabbits for Nicotine
receptor  agonist  at  Stanford University, and have completed animal studies in
dogs  and pigs at Columbia University to continue safety and efficacy studies of
this  technology.  We  are  currently  carrying  out animal trials at Washington
Hospital  Center  in Washington, DC in preparation for an amended IND to FDA for
use  of  minimal  invasive  angioplasty  catheters  with  Angiogenix for chronic
myocardial  ischemia  and  severe  intermittent  angina.

     We  successfully  completed  a  feasibility  study  of  our  stent-coating
technology  using  our  patented  Prostaglandin  E1  with a major medical device
manufacturer  in  early 2001; and we have continued that work with other medical
device  companies,  as  well.

     In  2002  we  began experimentation with Angiogenix compound for use in the
Nutraceutical  Field.  Our  finding  in  mice demonstrate that when fed very low
doses  of  the  Angiogenix,  in  drinking  water, the compound which is a potent
natural  plant  alkaloid,  produced  accelerated  muscle mass when combined with
extensive  exercise  during a 3 week regime, the mice fed low (10-6 mole to 10-8
mole)  developed  a  significant  muscle  increase compared to the control mice.

     A  scientifically  controlled double blind, double placebo study in healthy
weight lifters confirmed our earlier animal results and the company subsequently
filed  a  patent  application  relating to this discovery.  A patent license was
proposed from a large international Nutraceutical supplier, Basic Research, LLC,
of  Salt  Lake  City Utah and subsequently closed on or about July 1, 2003.  The
company  will be compensated for this license with a 10% royalty on all revenues
generated  by  the  licensed  products  during  the  first  contract  year.  In
subsequent  years,  the  contract  stipulates compensation to the Company of the
greater  of  10%  of  revenues or $2,000,000 per year.  This contract includes a
clause  allowing  termination  of the contract by Basic Research, LLC, for cause
including  Basic Research's decision to discontinue selling the licensed product
or  decision  not  to  bring  the  licensed  product  to  market.

Employees

     As  of  June  30,  2003,  we  employed  four  employees in addition to four
full-time contractors.  We also employ three part-time consultants.  None of our
employees  or  independent  contractors  are  subject to a collective bargaining
agreement  and  we  believe  that  our  relations  with  our employees are good.


Item  2.  DESCRIPTION  OF  PROPERTY.

     We  maintain  our executive offices and research and development facilities
at  550  Club  Drive  Suite  440, Montgomery, Texas 77316.  We lease these 6,800
square foot facilities at an aggregate monthly rental rate of $11,379 per month.

     We  believe  that  our  facilities  are  adequate for our current levels of
operations.


                                        8
<PAGE>
Item  3.  LEGAL  PROCEEDINGS

     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.


Item  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITYHOLDERS.

     None.


                                     PART II


Item  5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     The  Company's  Common Stock trades on the NASDAQ Over the Counter Bulletin
Board  under  the symbol "EVSC." The following table sets forth for the quarters
indicated the range of high and low closing prices of the Company's Common Stock
as  reported  by  NASDAQ  and the Electronic Bulletin Board but does not include
retail  markups,  markdowns  or  commissions.

<TABLE>
<CAPTION>
            Fiscal Quarter Ending     Common Stock Price
                                      (rounded to the nearest penny)
                                          High              Low
<S>                                <C>                 <C>
            June 30, 2003                         .75             .32
            March 31, 2003                       1.28             .65
            December 31, 2002                    2.74             .60
            September 30, 2002                   1.80             .05
            June 30, 2002                         .11             .04
            March 31, 2002                        .22             .05
            December 31, 2001                     .24             .03
            September 30, 2001                    .06             .02
            June 30, 2001                         .18             .06
</TABLE>


As  of  June 30, 2003, the Company had approximately 7,800 record and beneficial
stockholders.


Dividend  Policy

     The  Company  has never paid cash dividends on its common stock and intends
to  retain  earnings,  if  any,  for  use  in the operation and expansion of its
business.  The  amount of future dividends,  if any,  will be  determined by the
Board of  Directors  based upon the  Company's  earnings,  financial  condition,
capital  requirements  and  other  conditions.


                                        9
<PAGE>
     On April 1, 2003 in conjunction with the company's re-domicile to the State
of  Nevada,  a  stock dividend representing 20% to the holders of record on that
date  was  declared  by  the  Board  of  Directors.

Recent  Sales  of  Unregistered  Securities

We  effected  the  following  transactions  in reliance upon Regulation S, Rules
Governing  Offers and Sales made Outside the United States without Registration,
under  the  Securities  Act  of  1933  as amended (the "Act").  Each certificate
issued  for  unregistered  securities  contained  a  legend  stating  that  the
securities  have  not  been  registered  under  the  Act  and  setting forth the
restrictions  on the transferability and the sale of the securities.  We believe
that each person had knowledge and experience in financial and business matters,
which  allowed  them  to  evaluate  the  merits  and  risk of the receipt of our
securities.  We  believe that each person was knowledgeable about our operations
and  financial  condition.

In  June  2003,  we  sold  a  total  of  529,000  shares of our common stock for
$122,325 pursuant to Regulation S of the Act.


Item  6. 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.

CRITICAL  ACCOUNTING  POLICIES

          We  believe  that  of  the significant accounting policies used in the
preparation  of  our  financial  statements  (See  Note  1  to  the  financial
statements), the following are critical accounting policies, which may involve a
higher  degree  of  judgment,  complexity  and  estimates.

Significant  Estimates

          The  preparation of financial statements in conformity with accounting
principles  generally  accepted  in  the  United  States  of  America  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.

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".


Concentration  of  Credit  Risk

          The  Company's  financial  instruments  that  potentially  subject the
Company  to  concentration  of  credit  risk  consist  principally  of  accounts
receivable  from  a  sponsor  under  an  external  research agreement.  Accounts
receivable  from  this  sponsor  represented  100%  of  the  Company's  accounts
receivable  outstanding  at  June  30, 2003.  In addition, the sponsor under the
external  research  agreement  and  a  licensee  of  the  Company's  technology
represented  51%  and  49%, respectively, of the Company's revenues for the year
ended  June  30,  2003.


                                       10
<PAGE>
RESULTS  OF  OPERATIONS

     The  Company  is  in  the  development  stage and has had limited operating
revenues  since its inception on June 10, 1996.  From June 10, 1996 through June
30,  2003,  the  Company  had  an  accumulated  deficit  of  $20,914M.

     The  Company  presented  pre-clinical  data  to  the  U.S.  Food  and  Drug
Administration  (FDA) in October 1999, in preparation of its Investigational New
Drug  (IND)  filing  for Liprostin, its liposomal prostaglandin E-1 (PGE-1) drug
for indications of critical limb ischemia (CLI).  The FDA reviewed the Company's
Phase  I  data  and  responded with a waiver of Phase II clinical trials, if the
Company  elected  to proceed directly to a Phase III trial for the product.  The
Company  decided in March 2003 to do a limited number of human clinical studies.
Based  on  the  information  obtained  from these studies, the Company will move
forward with Phase III as suggested by the FDA.  The Company submitted on August
2, 2001 an IND submission and Phase III protocol which was subsequently approved
in  February  2002.  In  that  meeting  the FDA approved a second indication for
peripheral  obstructive  artery disease, severe intermittent claudication, which
is  pain  that  occurs  while  walking.

     In November 2000, the Company submitted an application for consideration of
a  major  research  grant  for  animal studies of Nicotine Receptor Agonist.  In
April  2001, the Company was notified of the grant approval for $512,000 with an
option  to  extend  for an additional year.  The option to extend this agreement
for  an  additional  one  year  term was exercised.  The extension increased the
maximum  funding to $730,000.  The agreement was verbally extended subsequent to
June  30, 2003 to allow the Company to receive the maximum funding allowed under
the  agreement.  Identity of the grantor was requested to remain anonymous until
such  time  as release of the results from the studies.  The Company anticipates
having  publication  of data released during the second quarter of the Company's
fiscal  year  ending  June  30,  2004.

          The  Company  submitted Phase I and animal data to the FDA in February
2002  on trials carried out at Stanford University and Columbia University; with
its  nicotinic  acetylcholine  receptor  (nAChR) agonist trademarked Angiogenix.
After  review  of  the  data,  the  FDA approved a phase III clinical trial. The
Company  continues  to  make  progress  on  both  trials.

     During  the  fiscal  year  ended  June 30, 2003, the Company's net revenues
decreased  to $287M compared with revenues of $665M for the previous fiscal year
ended  June  30,  2002.  The decrease in revenue is the result of fewer billings
toward  research  grants.

     During  the  fiscal year ending June 30, 2003 and 2002, costs and operating
expenses  were  $9,965M  and  $3,069M,  respectively.  The increase in costs and
operating  expenses for the year is primarily due to stock based compensation of
$3,549M  for  consulting  relating  to  the  2003  reincorporation,  stock based
compensation  of $2,000M for legal services in 2003, and an increase in the cost
of  research and development, clinical trials, scientific consulting, facilities
and  overhead.

     Cash flows used in operating activities for the fiscal year ending June 30,
2003  increased $547M to $1,478M, compared to $931M for the previous fiscal year
ending  June  30, 2002, primarily due to the increase in cash needed to fund the
increased  costs  of  research  and  development  and  clinical  trials.

     Interest  expense  decreased  for  the  fiscal year ending June 30, 2003 by
$169M.  This  was  primarily  due  to  a  decrease  in  amounts  due  under  the
convertible  debentures.


                                       11
<PAGE>
     Research  and  development  expenses totaled $2,809M during the fiscal year
ending  June  30,  2003, an increase of $1,332M from $1,477M for the fiscal year
ended  June 30, 2002.   These expenses were related to the increased cost of new
materials  and  the  ongoing  research  associated  with the Company's two major
drugs.


Liquidity  and  Capital  Resources

     The  Company  had  a  working  capital  deficit on June 30, 2003, of $541M,
compared  to a working capital deficit of $736M at June 30, 2002.  This decrease
was  primarily due to an increase in cash received from financing activities not
yet  spent  by  the  Company.

     The  Company requires significant additional funds to enable it to continue
its  Liprostin  product  development  and  to  complete  its  Food  and  Drug
Administration  required clinical trials, as well as research and development of
its  licensed  product  nicotine  receptor  agonist  (NRA) and its stent coating
technology.

     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 and Angiogenix 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  operations.


Off  Balance  Sheet  Arrangements

     None.



Item 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA IN ACCOUNTING AND FINANCIAL
DISCLOSURE.

     The response to this item is set forth at the end of this report.


Item 8.     CHANGES  IN  OR  DISAGREEMENTS  WITH  ACCOUNTANTS

     None.

Item  8A.     CONTROLS  AND  PROCEDURES

     Under  the  supervision  and  with  the  participation  of  our management,
including  the  Chief  Executive  Officer  and  Chief Financial Officer, we have
evaluated  the  effectiveness  of  the  design  and  operation of our disclosure
controls and procedures pursuant to Exchange Act Rule 13a-14(c) as of the end of
the period covered by this report. Based on that evaluation, the Chief Executive
Officer  and  Chief  Financial  Officer  have  concluded  that  these disclosure
controls  and  procedures  are  effective. There were no changes in our internal
control  over  financial  reporting  during the quarter ended June 30, 2003 that


                                       12
<PAGE>
have  materially  affected,  or  are reasonably likely to materially affect, our
internal  controls  over  financial  reporting.

                                    PART III


Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH  SECTION  16(a)  OF  THE  EXCHANGE  ACT.

     Our  executive  officers,  directors  and key  employees and their ages and
positions  with  us  as  of  June  30,  2003,  are  as  follows:

<TABLE>
<CAPTION>
Name                Age          Position          Period Officer/Director/Key Employee
------------------  ---  ------------------------  ------------------------------------
<S>                 <C>  <C>                       <C>
David P. Summers     66  Chief Executive Officer   Inception (1996) to Present
                         and Chairman

Diane Dottavio       57  Director of Research and  March 2000 to Present
                         Development and Director

M. Dwight Cantrell   57  Chief Financial Officer,  January 1997 to Present
                         Treasurer and Director
</TABLE>


     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.  Summers  (age  66) serves as our Chief Executive Officer and Chairman.
Dr.  Summers  is  a Fellow in the American College of Angiology, a Fellow in the
International  Society for Endovascular Surgery, and a businessman/scientist. He
is  a  prolific inventor and has developed a number of highly sophisticated drug
delivery  and  minimally  invasive  medical  devices  used  primarily  to  treat
cardiovascular  diseases.  He  is the author of 50 issued patents, with numerous
patents  pending.  Dr. Summers founded Endovasc Inc. in 1996. Prior to Endovasc,
Dr.  Summers  founded  American  BioMed, Inc. (ABMI), a NASDAQ public company in
1984  and served as its President and CEO until June 1995. Previously, he served
in  various  senior  marketing  and  management  positions with C. R. Bard, Inc.
manufacturer  and  distributor  of cardiovascular medical products), Karl Stortz
Endoscopy  (an  endoscopic  instrument  company),  and  Pall  Corporation  (a
manufacturer  and  distributor of blood filtration products for medical use). An
engineer and inventor with over 30 years experience in drug delivery and medical
device  design  and  development,  Dr.  Summers  received an M.B.A. in 1989 from
Pepperdine  University  (Malibu,  California),  and  a  doctorate  in  1992  in
International  Business  and  Economics  at  Kennedy-Western  University (Boise,
Idaho). He is a member of the New York Academy of Sciences, American Association
of  Internal Artificial Organs (ASIAO), American College of Physician Inventors,
American  Association  for  Advancement  of  Science  (AAAS),  Houston Inventors
Association,  European  Vascular  Society (EVS), and Senior Member of Society of
Plastic  Engineers.

     Diane  Dottavio  (age  57)  serves  as  our  Vice President of Research and
Development  and  Director.  Prior  to joining us in March of 2000, 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.

     M.  Dwight  Cantrell  (age  57)  serves  as  our  Chief  Financial Officer,
Treasurer  and  Director.  He  has  an  extensive  background in the banking and
venture  capital markets and is a member of the Association of Biotech Financial
officers.  He  has  served  as  CFO  since  1997.


                                       13
<PAGE>
     Our  Directors are elected for a 3 year term with certain members coming up
for  re-election  annually.  Executive  officers  are  elected  by  our Board of
Directors  annually  and  serve  at  the  discretion  of  the  Board.

     Non-employee  Directors,  if  any, 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.


Section  16(a)  Beneficial  Ownership  Reporting  Compliance

     We  have  determined  that  David  Summers,  Diane  Dottavio  and M. Dwight
Cantrell are not currently in compliance with the filing requirements of Section
16(a)  of  the  Exchange  Act.  These individuals intend to file the appropriate
documents to become compliant as soon as is practicable.


Item  10.  EXECUTIVE  COMPENSATION.

     The  following table sets forth certain summary information with respect to
the  compensation paid to the executive officers for services rendered to us, in
all  capacities, for the fiscal years ended June 30, 2003, 2002 and 2001.  Other
than as listed below, we had no executive officers whose total annual salary and
bonus  exceeded  $100,000  for  that  fiscal  year:

<TABLE>
<CAPTION>
                                        SUMMARY COMPENSATION TABLE


                                  ANNUAL COMPENSATION           LONG TERM COMPENSATION
                               -------------------------  ------------------------------------
                                                                   Awards             Payouts
                                                 Other    -------------------------  ---------
                                                 Annual   Restricted    Securities              All Other
Name and                                         Compen      Stock      Underlying     LTIP      Compens
Principle                      Salary   Bonus    sation     Awards     Options SARs   Payouts     ation
Position                 YEAR     $       $        $           $            #            $          $
-----------------------  ----  -------  ------  --------  -----------  ------------  ---------  ----------
<S>                      <C>   <C>      <C>     <C>       <C>          <C>           <C>        <C>

David P. Summers,        2003   82,000     -0-    43,900          -0-           -0-        -0-         -0-
Chief Executive Officer  2002   78,712     -0-       -0-          -0-           -0-        -0-         -0-
                         2001   78,097     -0-       -0-          -0-         6,000        -0-         -0-
</TABLE>


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


Stock  Option  Plans

     In  May  2002,  the  Company  adopted  the  2002  Directors,  Officers  and
Consultants  Stock Option, Stock Warrant and Stock Award Plan (the "Plan").  The
purpose  of  the Plan is to maintain the ability of Endovasc Inc. to attract and
retain highly qualified and experienced directors, employees and consultants and
to  give  such  directors,  employees  and  consultants  a continued proprietary
interest  in  the  success of the Company.  In addition, the Plan is intended to
encourage  ownership  of common stock of the Company by the directors, employees
and  consultants  of  the  Company  and  to provide increased incentive for such
persons  to  render  services and to exert maximum effort for the success of the
Company's  business.  Subject  to  adjustment so that the total number of shares
issuable  under  the  Plan  will  equal  20%


                                       14
<PAGE>
of  the  total number of issued and outstanding common stock of the Company, the
aggregate  number  of  shares  of  common stock that may be optioned, subject to
conversion  or  issued  under the Plan is 18,750,000 which has not been adjusted
for  the  40  to  1  reverse  split or the 5 to 6 forward split of the Company's
common  stock.

     The  maximum  term  of  options  granted under this Plan is ten years.  The
aggregate  fair  market value of the stock with respect to which incentive stock
options  are  first  exercisable in any calendar year may not exceed $1,000,000.
The  exercise price of incentive stock options must be equal or greater than the
fair  market  value of common stock on the date of grant.  The exercise price of
incentive  stock  options  granted  to  any person who at the time of grant owns
stock possessing more than 10% of the total combined voting power of all classes
of  stock  must  be  at least 110% of the fair market value of such stock on the
date  of  grant,  and  the  term  of  these  options  cannot  exceed five years.

     Non-qualified  stock  options  or  warrants, restricted common stock and/or
convertible  preferred  stock may be granted under the Plan.  The terms of these
issuances  are  determined  based  on  the  sole  discretion  of  the  Company's
Compensation  Committee,  and  the  board  of  directors.

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


Item  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND MANAGEMENT.

     The  following table sets forth certain information  as of October 3, 2003,
with respect to the number of shares of each class of voting stock  beneficially
owned by (i) those  persons  known to the  Company to be the owners of more than
five  percent  of any such  class of  voting  stock of the  Company,  (ii)  each
director  of  the Company, (iii) each executive officer of the Company, and (iv)
all  directors  and  executive  officers  of  the  Company  as  a  group. Unless
otherwise  indicated,  each of the listed persons has sole voting and investment
power  with  respect  to  the  shares  beneficially  owned  by such shareholder.

<TABLE>
<CAPTION>
Name and Address of            Amount of      Percentage
Beneficial Owner (1)           Beneficial   of Beneficial
Ownership(2)(3)                Ownership      Ownership
<S>                           <C>           <C>

David P. Summers                9,306,704           16.06%
Diane Dottavio                    939,144            1.62%
M. Dwight Cantrell              3,454,956(5)         5.96%

All Directors and Executive
  Officers as a Group          13,700,804           23.64%
----------------------

<FN>
     (1)  Except as  otherwise  noted,  the  address  of the  beneficial  owners
described in this table shall be c/o  Endovasc,  Inc.,  550 Club Drive, Ste 440,
Montgomery,  Texas  77316.


                                       15
<PAGE>
     (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 57,950,785 shares of common stock outstanding as of October
3,  2003,  assuming  no  other  changes  in  the  beneficial  ownership  of  our
securities.

     (4)  Dr.  Summer's  beneficially owned shares include approximately 291,600
shares beneficially owned by his wife, Dorothy Summers. Dr. Summers exercises no
investment  or  voting  power  over  any  of  the  shares owned by his wife, and
disclaims  beneficial  ownership  of  those  shares.

     (5)  Dwight  Cantrell's  beneficially  owned  shares  include approximately
211,656  shares  beneficially owned by his wife, Janie Cantrell. Dwight Cantrell
exercises  no  investment  or  voting  power over any of the shares owned by his
wife,  and  disclaims  beneficial  ownership  of  those  shares.
</TABLE>


Item  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

     As of June 30, 2003, 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:

     During  the  year  ended  June  30,  2002,  certain officers of the Company
transferred  3,100,000  shares  of their common stock back to the Company in the
form  of  a  note  payable  to stockholders to provide the Company enough common
shares  to  meet  its preferred stock conversion requirements.  Subsequently and
due to the decrease in the market price per share of the Company's common stock,
6,850,000  shares of common stock were issued to these stockholders as repayment
of  these  notes payable to the stockholders.  All transactions were recorded by
the  Company  based  on the fair market value of the stock, which resulted in no
effect  to  the  statement  of  operations.

     During  the  year  ended  June 30, 2002, the CEO of the Company advanced an
additional  $324,000 to the Company in the form of an additional note payable to
stockholder  and  received  5,800,000  shares  of  common  stock as repayment of
$365,000  of  this  note  payable  to  stockholder.  The balance of this note of
$58,000  as  of  June 30, 2002 is due on demand, non-interest bearing and is not
collateralized.

     During  the  year  ended  June 30, 2003, the CEO of the Company advanced an
additional  $793,000 to the Company in the form of an additional note payable to
stockholder  and received $171,000 for partial repayment of this note payable to
stockholder.  The balance of this note of $680,000 as of June 30, 2003 is due on
demand,  non-interest  bearing  and  is  not  collateralized.

     The  Company  believes  that all  transactions  between the Company and its
officers, directors and employees described above are on terms no less favorable
to the Company than could have been  obtained  from  unaffiliated  parties under
similar  circumstances  other  than  certain  advances  received  from Dr. David
Summers  which  are  non-interest  bearing.


Item  13.  EXHIBITS,  LIST,  AND  REPORTS  ON  FORM  8-K.

         (a)      INDEX  TO  EXHIBITS


                                       16
<PAGE>
Exhibit No. Exhibit

       2.1*         Plan  and Agreement of Merger dated February 24, 2003 by and
                    between Endovasc Ltd., Inc. and Endovasc, Inc.

       3.1*         Articles of Incorporation of Endovasc, Inc.

       3.2*         Bylaws  of  Endovasc,  Inc.

      10.4**        2003 Stock Compensation Agreement

      31.1          Certifications  of  Chief  Executive  Officer  Pursuant  to
                    Section  302  of  the  Sarbanes-Oxley  Act  of  2002

      31.2          Certifications  of  Chief  Financial  Officer  Pursuant  to
                    Section  302  of  the  Sarbanes-Oxley  Act  of  2002

      32.1          Certifications  of  Chief  Executive  Officer  Pursuant  to
                    Section  906  of  the  Sarbanes-Oxley  Act  of  2002

      32.2          Certifications  of  Chief  Financial  Officer  Pursuant  to
                    Section  906  of  the  Sarbanes-Oxley  Act  of  2002

* Previously filed with the current report on Form 8-K on March 31, 2003.
** Previously filed with the Registration Statement on May 14, 2003.

         (b)      Reports  on  Form  8-K:

     As  noted  in the Form 8-K filed May 13, 2003 Endovasc, Inc's (EVSC), Board
of  Directors  received  notification  from MIV Therapeutics Inc. (MIV) that MIV
would  not be extending it's licensing agreement dated May 17, 2002 for the next
year.  All license fees previously due before the cancellation have been paid in
full.


                                       17
<PAGE>
                                   SIGNATURES

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

                                         ENDOVASC, INC.


Date:  October 14, 2003       By:/s/  David P. Summers
                                 David P. Summers, Chief Executive Officer



     In  accordance  with the Exchange Act, this report has been signed below by
the  following  persons on behalf of the registrant and in the capacities and on
the  dates  indicated.

Date:  October  14,  2003     /s/  David P. Summers
                                 David P. Summers, Chief Executive Officer and
                                   Chairman  of  the  Board


Date:  October  14,  2003     /s/  M. Dwight Cantrell
                                 M. Dwight Cantrell, Chief Financial Officer and
                                   Director


Date:  October  14,  2003     /s/  Diane  Dottavio
                                 Diane Dottavio, Vice President, Research &
                                   Development


                                       18
<PAGE>








                                 ENDOVASC, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                                   __________




                              FINANCIAL STATEMENTS
                     WITH REPORT OF INDEPENDENT ACCOUNTANTS
              AS OF AND FOR THE YEARS ENDED JUNE 30, 2003 AND 2002,
                AND FOR THE PERIOD FROM INCEPTION, JUNE 10, 1996,
                                TO JUNE 30, 2003







<PAGE>
<TABLE>
<CAPTION>

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


                                                                 PAGE(S)
                                                                 -------
<S>                                                              <C>
Report of Independent Accountants                                  F-2

Financial Statements:

  Balance Sheet as of June 30, 2003 and 2002                       F-3

  Statement of Operations for the years ended June 30, 2003
    and 2002, and for the period from inception, June 10,
    1996, to June 30, 2003                                         F-4

  Statement of Stockholders' Deficit for the years ended
    June 30, 2003 and 2002, and for the period from inception,
    June 10, 1996, to June 30, 2003                                F-5

  Statement of Cash Flows for the years ended June 30, 2003
    and 2002, and for the period from inception, June 10, 1996,
    to June 30, 2003                                               F-10

Notes to Financial Statements                                      F-11
</TABLE>







                                      F-1
<PAGE>
                        REPORT OF INDEPENDENT ACCOUNTANTS
                        ---------------------------------



To  the  Stockholders  of
Endovasc,  Inc.


We  have audited the accompanying balance sheet of Endovasc, Inc. (a corporation
in  the  development  stage)  as  of  June  30,  2003  and 2002, and the related
statements  of  operations,  stockholders'  deficit and cash flows for the years
then  ended, and for the period from inception, June 10, 1996, to June 30, 2003.
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  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  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, Inc. as of June 30,
2003  and  2002,  and  the  results of its operations and its cash flows for the
years  then ended, and for the period from inception, June 10, 1996, to June 30,
2003,  in conformity with accounting principles generally accepted in the United
States  of  America.

The accompanying financial statements have been prepared assuming that Endovasc,
Inc. will continue as a going concern.  As shown in the financial statements and
discussed in Note 16, the Company has incurred significant recurring losses from
operations  since  inception, is in a negative working capital and stockholders'
deficit  position  at  June  30,  2003,  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 16.
These financial statements do not include any adjustments that might result from
the  outcome  of  this  uncertainty.





                                        /s/ Ham, Langston & Brezina, L.L.P.


Houston,  Texas
September  24,  2003


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                                   ENDOVASC, INC.
                      (A CORPORATION IN THE DEVELOPMENT STAGE)
                                   BALANCE SHEET
                               JUNE 30, 2003 AND 2002

                         (IN THOUSANDS, EXCEPT SHARE DATA)


          ASSETS                                             2003       2002
---------------------------------------------------------  ---------  ---------
<S>                                                        <C>        <C>
Current assets:
  Cash and cash equivalents                                $    120   $      1
  Accounts receivable                                            98        214
  Other current assets                                          365         68
                                                           ---------  ---------

    Total current assets                                        583        283

Property and equipment, net                                     175        168
Other assets, net                                               112        128
                                                           ---------  ---------

      Total assets                                         $    870   $    579
                                                           =========  =========

LIABILITIES AND STOCKHOLDERS' DEFICIT
---------------------------------------------------------

Current liabilities:
  Current maturities of long-term debt                     $     41   $     91
  Current portion of obligations under capital leases            47         37
  Note payable to shareholder                                   680         58
  Accounts payable                                              339        689
  Accrued liabilities                                            17        144
                                                           ---------  ---------

    Total current liabilities                                 1,124      1,019

Long-term debt, net of current maturities                        29         33
Long-term obligations under capital leases                       58         33
Convertible debentures                                            1        171
                                                           ---------  ---------

      Total liabilities                                       1,212      1,256
                                                           ---------  ---------

Commitment and contingencies

Stockholders' deficit:
  Common stock, $.001 par value, 200,000,000 shares
    authorized, 50,933,138 and 2,183,575 shares issued
    and 50,933,138 and 2,131,450 shares outstanding at
    June 30, 2003 and 2002, respectively                         51          2
  Preferred stock, $.001 par value, 20,000,000 shares
    authorized, 330 and 7,869 shares of Series A 8%
    cumulative convertible preferred stock issued and
    outstanding at June 30, 2003 and 2002, respectively,
    stated value $100 per share                                   -          -
  Preferred stock, $0.001 par value, 3,000,000 shares
    authorized, -0- and 2,400,855 shares of Series B
    convertible preferred stock issued and outstanding
    at June 30, 2003 and 2002, respectively                       -          2
  Preferred stock, $0.001 par value, 370,000 shares
    authorized, -0- and 350,000 shares of Series C
    convertible preferred stock issued and outstanding
    at June 30, 2003 and 2002, respectively                       -          -
  Additional paid-in capital                                 20,521     10,566
  Losses accumulated during the development stage           (20,914)   (11,230)
  Treasury stock, -0- and 52,125 shares at June 30,
    2003 and 2002                                                 -        (17)
                                                           ---------  ---------

    Total stockholders' deficit                                (342)      (677)
                                                           ---------  ---------

      Total liabilities and stockholders' deficit          $    870   $    579
                                                           =========  =========
</TABLE>


                     The accompanying notes are an integral
                       part of these financial statements.
                                       F-3
<PAGE>
<TABLE>
<CAPTION>
                                      ENDOVASC, INC.
                         (A CORPORATION IN THE DEVELOPMENT STAGE)
                                  STATEMENT OF OPERATIONS
                      FOR THE YEARS ENDED JUNE 30, 2003 AND 2002 AND
              FOR THE PERIOD FROM INCEPTION, JUNE 10, 1996, TO JUNE 30, 2003
                                        __________
                             (IN THOUSANDS, EXCEPT SHARE DATA)



                                                          YEAR ENDED
                                                  -------------------------    INCEPTION
                                                    JUNE 30,     JUNE 30,     TO JUNE 30,
                                                      2003         2002           2003
                                                  ------------  -----------  -------------
<S>                                               <C>           <C>          <C>
Income:
  Revenue                                         $       287   $      665   $      1,056
  Interest income                                           1            1             29
  Other income                                             33            5             47
                                                  ------------  -----------  -------------

    Total income                                          321          671          1,132
                                                  ------------  -----------  -------------

Costs and expenses:
  Operating, general and administrative expenses        7,101        1,368         13,016
  Research and development costs                        2,809        1,477          7,810
  Interest expense                                         55          224            627
  Settlement with former employee                           -            -            408
                                                  ------------  -----------  -------------

    Total costs and expenses                            9,965        3,069         21,861
                                                  ------------  -----------  -------------

Net loss before extraordinary item                     (9,644)      (2,398)       (20,729)

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

Net loss                                          $    (9,644)  $   (2,398)  $    (20,856)
                                                  ============  ===========  =============

Net loss available to common stockholders         $    (9,684)  $   (2,501)
                                                  ============  ===========

Weighted average shares outstanding                37,774,518    2,246,522
                                                  ============  ===========

Basic and diluted net loss per common share       $     (0.26)  $    (1.11)
                                                  ============  ===========
</TABLE>


                     The accompanying notes are an integral
                       part of these financial statements.
                                       F-4
<PAGE>
<TABLE>
<CAPTION>
                                                      ENDOVASC, INC.
                                         (A CORPORATION IN THE DEVELOPMENT STAGE)
                                       STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                                     FOR THE YEARS ENDED JUNE 30, 2003 AND 2002, AND
                              FOR THE PERIOD FROM INCEPTION, JUNE 10, 1996 TO JUNE 30, 2003
                                                        __________
                                            (IN THOUSANDS, EXCEPT SHARE DATA)



                                                       SERIES A            SERIES B          SERIES C
                                 COMMON STOCK      PREFERRED STOCK     PREFERRED STOCK    PREFERRED STOCK     ADDITIONAL
                              ------------------  ------------------  -----------------  ------------------     PAID-IN
                              AMOUNT    SHARES      AMOUNT    SHARES    AMOUNT    SHARES    AMOUNT    SHARES    CAPITAL
                              -------  ---------  ----------  ------  ----------  ------  ----------  ------  -----------
<S>                           <C>      <C>        <C>         <C>     <C>         <C>     <C>         <C>     <C>
Balance at inception, June
  10, 1996                    $     -          -  $        -       -  $        -       -  $        -       -  $         -

Stock issued for equity
  securities in 1996                2  2,332,000           -       -           -       -           -       -          300

Stock issued for purchase
  of patent rights in 1996          2  2,188,000           -       -           -       -           -       -          282

Stock issued for services
  in 1997                           2  1,702,000           -       -           -       -           -       -          354

Stock issued for cash in
  1997                              1    304,571           -       -           -       -           -       -          205

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

Stock issued for services
  in 1998                           -     77,380           -       -           -       -           -       -           56

Stock subject to rescission         -          -           -       -           -       -           -       -            -

Conversion of debentures to
  common stock                      1  1,208,077           -       -           -       -           -       -          444

Stock issued for services           -    362,462           -       -           -       -           -       -          285

Losses accumulated during
  the period from inception,
  June 10, 1996, to June 30,
  1999                              -          -           -       -           -       -           -       -            -
                              -------  ---------  ----------  ------  ----------  ------  ----------  ------  -----------

Balance at June 30, 1999            8  8,374,490           -       -           -       -           -       -        2,126


                                             LOSSES
                                           ACCUMULATED
                                           DURING THE
                               TREASURY    DEVELOPMENT
                                STOCK         STAGE        TOTAL
                              ----------  -------------  ---------
<S>                           <C>         <C>            <C>
Balance at inception, June
  10, 1996                    $       -   $          -   $      -

Stock issued for equity
  securities in 1996                  -              -        302

Stock issued for purchase
  of patent rights in 1996            -              -        284

Stock issued for services
  in 1997                             -              -        356

Stock issued for cash in
  1997                                -              -        206

Stock issued for purchase
  of patent rights in 1997            -              -        200

Stock issued for services
  in 1998                             -              -         56

Stock subject to rescission         (17)             -        (17)

Conversion of debentures to
  common stock                        -              -        445

Stock issued for services             -              -        285

Losses accumulated during
  the period from inception,
  June 10, 1996, to June 30,
  1999                                -         (2,777)    (2,777)
                              ----------  -------------  ---------

Balance at June 30, 1999            (17)        (2,777)      (660)
</TABLE>


   The accompanying notes are an integral part of these financial statements.
                                    Continued
                                       F-5
<PAGE>
<TABLE>
<CAPTION>
                                                        ENDOVASC, INC.
                                           (A CORPORATION IN THE DEVELOPMENT STAGE)
                                    STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT), CONTINUED
                                        FOR THE YEARS ENDED JUNE 30, 2003 AND 2002, AND
                                 FOR THE PERIOD FROM INCEPTION, JUNE 10, 1996 TO JUNE 30, 2003
                                                          __________
                                               (IN THOUSANDS, EXCEPT SHARE DATA)




                                                    SERIES A           SERIES B           SERIES C
                              COMMON STOCK       PREFERRED STOCK    PREFERRED STOCK    PREFERRED STOCK   ADDITIONAL
                            ------------------  -----------------  -----------------  -----------------   PAID-IN    TREASURY
                            AMOUNT    SHARES     AMOUNT    SHARES   AMOUNT    SHARES   AMOUNT    SHARES   CAPITAL      STOCK
                            ------  ----------  ---------  ------  ---------  ------  ---------  ------  ----------  ---------
<S>                         <C>     <C>         <C>        <C>     <C>        <C>     <C>        <C>     <C>         <C>
Conversion of debentures
  to common stock                3   2,569,546          -       -          -       -          -       -         841         -

Stock issued for services        2   1,869,334          -       -          -       -          -       -       1,388         -

Conversion of note payable
  to shareholder to common
  stock                          1   1,250,000          -       -          -       -          -       -         147         -

Issue of common stock in
  connection with license
  agreement                      -     190,000          -       -          -       -          -       -          63         -

Issue of common stock in
  settlement of lawsuit          1     300,000          -       -          -       -          -       -         192         -

Issuance of preferred
  stock                          -           -          -  15,000          -       -          -       -       1,040         -

Net loss                         -           -          -       -          -       -          -       -           -         -
                            ------  ----------  ---------  ------  ---------  ------  ---------  ------  ----------  ---------

Balance at June 30, 2000        15  14,553,370          -  15,000          -       -          -       -       5,797       (17)

Issue of common stock upon
  exercise of warrants           1   1,250,000          -       -          -       -          -       -          34         -

Issue of common stock upon
  exercise of options            1   1,100,000          -       -          -       -          -       -         274         -

Issue of common stock for
  services                       2   1,770,301          -       -          -       -          -       -         300         -

Issue of warrants for ser-
  vices                          -           -          -       -          -       -          -       -         162         -

Issue of preferred stock         -           -          -  15,000          -       -          -       -       1,061         -


                              LOSSES
                            ACCUMULATED
                             DURING THE
                            DEVELOPMENT

                               STAGE       TOTAL
                            ------------  --------
<S>                         <C>           <C>
Conversion of debentures
  to common stock                     -       844

Stock issued for services             -     1,390

Conversion of note payable
  to shareholder to common
  stock                               -       148

Issue of common stock in
  connection with license
  agreement                           -        63

Issue of common stock in
  settlement of lawsuit               -       193

Issuance of preferred
  stock                               -     1,040

Net loss                         (2,975)   (2,975)
                            ------------  --------

Balance at June 30, 2000         (5,752)       43

Issue of common stock upon
  exercise of warrants                -        35

Issue of common stock upon
  exercise of options                 -       275

Issue of common stock for
  services                            -       302

Issue of warrants for ser-
  vices                               -       162

Issue of preferred stock              -     1,061
</TABLE>


   The accompanying notes are an integral part of these financial statements.
                                    Continued
                                       F-6
<PAGE>
<TABLE>
<CAPTION>
                                                       ENDOVASC, INC.
                                          (A CORPORATION IN THE DEVELOPMENT STAGE)
                                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT), CONTINUED
                                      FOR THE YEARS ENDED JUNE 30, 2003 AND 2002, AND
                               FOR THE PERIOD FROM INCEPTION, JUNE 10, 1996 TO JUNE 30, 2003
                                                         __________
                                             (IN THOUSANDS, EXCEPT SHARE DATA)




                                                         SERIES A            SERIES B            SERIES C
                                   COMMON STOCK       PREFERRED STOCK     PREFERRED STOCK     PREFERRED STOCK    ADDITIONAL
                              ---------------------  ------------------  ------------------  -----------------    PAID-IN
                              AMOUNT      SHARES     AMOUNT    SHARES    AMOUNT    SHARES    AMOUNT    SHARES     CAPITAL
                              -------  ------------  -------  ---------  -------  ---------  -------  --------  -----------
<S>                           <C>      <C>           <C>      <C>        <C>      <C>        <C>      <C>       <C>
Conversion of preferred
  stock to common stock           16    16,501,251         -   (14,240)        -          -        -         -         (16)

Dividends declared on pre-
  ferred stock                     -             -         -         -         -          -        -         -           -

Issue of common stock as
  payment of dividends on
  preferred stock                  1       840,383         -         -         -          -        -         -          64

Conversion of note payable
  to shareholder to common
  stock                            4     4,210,526         -         -         -          -        -         -         439

Issue of common stock for
  cash                             -        27,500         -         -         -          -        -         -           6

Net loss                           -             -         -         -         -          -        -         -           -
                              -------  ------------  -------  ---------  -------  ---------  -------  --------  -----------

Balance at June 30, 2001          40    40,253,331         -    15,760         -          -        -         -       8,121

Exchange of common and trea-
  sury stock for Series B
  preferred stock                (24)  (24,008,545)        -         -         2  2,400,855        -         -          17

Issue of Series C preferred
  stock for services               -             -         -         -         -          -        -   350,000         210

Issue of common stock for
  services and financing
  costs                           14    14,012,130         -         -         -          -        -         -         875

Issue of common stock for
  lawsuit settlement               8     8,000,000         -         -         -          -        -         -         400

Purchase of treasury stock         -             -         -         -         -          -        -         -           -

Purchase of treasury stock
  for note payable to stock-
  holders                          -             -         -         -         -          -        -         -           -



                                           LOSSES
                                         ACCUMULATED
                                          DURING THE
                              TREASURY   DEVELOPMENT

                                STOCK       STAGE      TOTAL _
                              ---------  ------------  --------
<S>                           <C>        <C>           <C>
Conversion of preferred
  stock to common stock              -             -         -

Dividends declared on pre-
  ferred stock                       -          (135)     (135)

Issue of common stock as
  payment of dividends on
  preferred stock                    -             -        65

Conversion of note payable
  to shareholder to common
  stock                              -             -       443

Issue of common stock for
  cash                               -             -         6

Net loss                             -        (2,842)   (2,842)
                              ---------  ------------  --------

Balance at June 30, 2001           (17)       (8,729)     (585)

Exchange of common and trea-
  sury stock for Series B
  preferred stock                    5             -         -

Issue of Series C preferred
  stock for services                 -             -       210

Issue of common stock for
  services and financing
  costs                              -             -       889

Issue of common stock for
  lawsuit settlement                 -             -       408

Purchase of treasury stock          (5)            -        (5)

Purchase of treasury stock
  for note payable to stock-
  holders                         (560)            -      (560)
</TABLE>


   The accompanying notes are an integral part of these financial statements.
                                    Continued
                                       F-7
<PAGE>
<TABLE>
<CAPTION>
                                                      ENDOVASC, INC.
                                         (A CORPORATION IN THE DEVELOPMENT STAGE)
                                  STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT), CONTINUED
                                      FOR THE YEARS ENDED JUNE 30, 2003 AND 2002, AND
                               FOR THE PERIOD FROM INCEPTION, JUNE 10, 1996 TO JUNE 30, 2003
                                                        __________
                                             (IN THOUSANDS, EXCEPT SHARE DATA)




                                                        SERIES A           SERIES B             SERIES C
                                 COMMON STOCK        PREFERRED STOCK     PREFERRED STOCK     PREFERRED STOCK    ADDITIONAL
                             ---------------------  ------------------  ------------------  -----------------    PAID-IN
                             AMOUNT      SHARES     AMOUNT    SHARES    AMOUNT    SHARES    AMOUNT    SHARES     CAPITAL
                             -------  ------------  -------  ---------  -------  ---------  -------  --------  -----------
<S>                          <C>      <C>           <C>      <C>        <C>      <C>        <C>      <C>       <C>
Issue of treasury stock for
  conversion of preferred
  stock to common stock           -             -         -      (240)        -          -        -         -        (182)

Conversion of preferred
  stock to common stock          27    26,546,674         -    (7,651)        -          -        -         -         (27)

Dividends declared on pre-
  ferred stock                    -             -         -         -         -          -        -         -           -

Issue of common stock as
  payment of dividends on
  preferred stock                 2     2,379,913         -         -         -          -        -         -          64

Conversion of debentures to
  common stock                    6     5,945,870         -         -         -          -        -         -         166

Issue of treasury stock for
  conversion of debentures
  to common stock                 -             -         -         -         -          -        -         -        (324)

Conversion of note payable
  to stockholder to common
  stock                          13    12,650,000         -         -         -          -        -         -         913

Issue of common stock as
  payment of interest on
  debentures                      -       317,433         -         -         -          -        -         -           9

Issue of common stock for
  cash                            1     1,245,800         -         -         -          -        -         -          68

Effect of the beneficial
  conversion feature of the
  convertible debentures          -             -         -         -         -          -        -         -         171

Effect of 40 to 1 reverse
  common stock split            (85)  (85,159,031)        -         -         -          -        -         -          85

Net loss                          -             -         -         -         -          -        -         -           -
                             -------  ------------  -------  ---------  -------  ---------  -------  --------  -----------

Balance at June 30, 2002          2     2,183,575         -     7,869         2  2,400,855        -   350,000      10,566

Issue of common stock for
  services and financing
  costs                           5     3,888,186         -         -         -          -        -         -       4,131



                                          LOSSES
                                        ACCUMULATED
                                         DURING THE
                             TREASURY   DEVELOPMENT
                               STOCK       STAGE       TOTAL
                             ---------  ------------  --------
<S>                          <C>        <C>           <C>
Issue of treasury stock for
  conversion of preferred
  stock to common stock           182             -         -

Conversion of preferred
  stock to common stock             -             -         -

Dividends declared on pre-
  ferred stock                      -          (103)     (103)

Issue of common stock as
  payment of dividends on
  preferred stock                   -             -        66

Conversion of debentures to
  common stock                      -             -       172

Issue of treasury stock for
  conversion of debentures
  to common stock                 378             -        54

Conversion of note payable
  to stockholder to common
  stock                             -             -       926

Issue of common stock as
  payment of interest on
  debentures                        -             -         9

Issue of common stock for
  cash                              -             -        69

Effect of the beneficial
  conversion feature of the
  convertible debentures            -             -       171

Effect of 40 to 1 reverse
  common stock split                -             -         -

Net loss                            -        (2,398)   (2,398)
                             ---------  ------------  --------

Balance at June 30, 2002          (17)      (11,230)     (677)

Issue of common stock for
  services and financing
  costs                             -             -     4,136
</TABLE>


   The accompanying notes are an integral part of these financial statements.
                                    Continued
                                       F-8
<PAGE>
<TABLE>
<CAPTION>
                                                         ENDOVASC, INC.
                                            (A CORPORATION IN THE DEVELOPMENT STAGE)
                                     STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT), CONTINUED
                                         FOR THE YEARS ENDED JUNE 30, 2003 AND 2002, AND
                                  FOR THE PERIOD FROM INCEPTION, JUNE 10, 1996 TO JUNE 30, 2003
                                                           __________
                                                (IN THOUSANDS, EXCEPT SHARE DATA)




                                                       SERIES A              SERIES B              SERIES C
                               COMMON STOCK        PREFERRED STOCK       PREFERRED STOCK        PREFERRED STOCK      ADDITIONAL
                            -------------------  -------------------  ----------------------  -------------------     PAID-IN
                            AMOUNT     SHARES      AMOUNT    SHARES     AMOUNT      SHARES      AMOUNT    SHARES      CAPITAL
                            -------  -----------  --------  ---------  ---------  -----------  --------  ---------  ------------
<S>                         <C>      <C>          <C>       <C>        <C>        <C>          <C>       <C>        <C>
Issue of common stock for
  assets                          -     185,000          -         -          -            -          -         -           197

Conversion of preferred
  stock to treasury stock         -     121,000          -         -          -      (12,100)         -         -             5

Conversion of preferred
  stock to common stock          31  31,320,592          -    (7,594)        (2)  (2,388,755)         -  (350,000)          (29)

Dividends declared on pre-
  ferred stock                    -           -          -         -          -            -          -         -             -

Issue of common stock as
  payment of dividends on
  preferred stock                 -     100,753          -         -          -            -          -         -            47

Conversion of convertible
  debentures to common
  stock                           -     363,900          -         -          -            -          -         -           170

Conversion of liabilities
  to common stock                 1     873,530          -         -          -            -          -         -           726

Issue of warrants for ser-
  vices                           -           -          -         -          -            -          -         -         3,682

Issue of common stock for
  exercise of warrants            3   2,579,562          -         -          -            -          -         -           610

Issue of common stock for
  cash                            1   1,236,335          -         -          -            -          -         -           446

Retirement of treasury
  stock                           -     (52,125)         -         -          -            -          -         -           (22)

Effect of a 6 to 5 for-
  ward stock split                8   8,132,830          -        55          -            -          -         -            (8)

Net loss                          -           -          -         -          -            -          -         -             -
                            -------  -----------  --------  ---------  ---------  -----------  --------  ---------  ------------

Balance at June 30, 2003    $    51  50,933,138   $      -       330   $      -            -   $      -         -   $    20,521
                            =======  ===========  ========  =========  =========  ===========  ========  =========  ============



                                           LOSSES
                                         ACCUMULATED
                                         DURING THE
                             TREASURY    DEVELOPMENT
                              STOCK         STAGE        TOTAL
                            ----------  -------------  ---------
<S>                         <C>         <C>            <C>
Issue of common stock for
  assets                            -              -        197

Conversion of preferred
  stock to treasury stock          (5)             -          -

Conversion of preferred
  stock to common stock             -              -          -

Dividends declared on pre-
  ferred stock                      -            (40)       (40)

Issue of common stock as
  payment of dividends on
  preferred stock                   -              -         47

Conversion of convertible
  debentures to common
  stock                             -              -        170

Conversion of liabilities
  to common stock                   -              -        727

Issue of warrants for ser-
  vices                             -              -      3,682

Issue of common stock for
  exercise of warrants              -              -        613

Issue of common stock for
  cash                              -              -        447

Retirement of treasury
  stock                            22              -          -

Effect of a 6 to 5 for-
  ward stock split                  -              -          -

Net loss                            -         (9,644)    (9,644)
                            ----------  -------------  ---------

Balance at June 30, 2003    $       -   $    (20,914)  $   (342)
                            ==========  =============  =========
</TABLE>


   The accompanying notes are an integral part of these financial statements.
                                       F-9
<PAGE>
<TABLE>
<CAPTION>
                                        ENDOVASC, INC.
                           (A CORPORATION IN THE DEVELOPMENT STAGE)
                                    STATEMENT OF CASH FLOWS
                        FOR THE YEARS ENDED JUNE 30, 2003 AND 2002, AND
                FOR THE PERIOD FROM INCEPTION, JUNE 10, 1996, TO JUNE 30, 2003
                                          __________
                                        (IN THOUSANDS)



                                                               YEAR ENDED
                                                         ----------------------    INCEPTION
                                                          JUNE 30,    JUNE 30,    TO JUNE 30,
                                                            2003        2002          2003
                                                         ----------  ----------  -------------
<S>                                                      <C>         <C>         <C>
Cash flows from operating activities:
  Net loss                                               $  (9,644)  $  (2,398)  $    (20,856)
  Adjustments to reconcile net loss to net cash used
    in operating activities:
    Common stock, preferred stock and warrants
      issued as compensation for services and financing
      costs                                                  7,818       1,108         11,735
    Extraordinary loss                                           -           -            127
    Write down of long-lived assets to fair value                -           -            285
    Depreciation and amortization expense                       75          67            217
    Deferred income tax expense                                  -           -              8
    Amortization of discount on convertible debentures           -         171            421
    Changes in operating assets and liabilities:
      Decrease (increase) in accounts receivable               116        (214)           (98)
      Increase in other assets                                (100)        (21)          (235)
      Increase in accounts payable and
        accrued liabilities                                    257         356          1,384
                                                         ----------  ----------  -------------

        Net cash used in operating activities               (1,478)       (931)        (7,012)
                                                         ----------  ----------  -------------

Cash flows from investing activities:
  Capital expenditures                                         (10)         (5)          (157)
  Proceeds received from repayment of loan to
    stockholder                                                  -           -             72
                                                         ----------  ----------  -------------

        Net cash used in investing activities                  (10)         (5)           (85)
                                                         ----------  ----------  -------------

Cash flows from financing activities:
  Proceeds from sale of equity securities                        -           -            337
  Proceeds from sale of common stock                           447          69            693
  Proceeds from exercise of warrants                           613           -            648
  Proceeds from sale of convertible debenture and
    related conversion feature                                   -         400          1,437
  Net proceeds from issuance of preferred stock                  -           -          2,263
  Issuance of long-term debt and notes payable                 287         123            516
  Repayment of long-term debt and notes payable               (341)        (53)          (458)
  Payments of obligations under capital leases                 (21)        (38)           (82)
  Proceeds from advances from stockholders                     793         324          2,061
  Repayments of notes to stockholder                          (171)          -           (176)
  Purchase of treasury stock                                     -          (5)           (22)
                                                         ----------  ----------  -------------

        Net cash provided by financing activities            1,607         820          7,217
                                                         ----------  ----------  -------------

Net increase (decrease) in cash and cash equivalents           119        (116)           120

Cash and cash equivalents at beginning of year                   1         117           -
                                                         ----------  ----------  -------------

Cash and cash equivalents at end of year                 $     120   $       1   $        120
                                                         ==========  ==========  =============

Supplemental disclosure of cash flow information:

  Cash paid for interest expense                         $      52   $      29   $        168
                                                         ==========  ==========  =============

  Cash paid for income taxes                             $       -   $       -   $       -
                                                         ==========  ==========  =============
</TABLE>


                     The accompanying notes are an integral
                       part of these financial statements.
                                      F-10
<PAGE>
                                 ENDOVASC, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS
                                   __________
                        (IN THOUSANDS, EXCEPT SHARE DATA)

1.   ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
     -----------------------------------------------------------------

     Endovasc,  Inc. (the "Company") is incorporated under the laws of the State
     of  Nevada.  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.

     Effective  June  27,  2003,  the  Company's board of directors approved the
     creation  of  a  wholly-owned  subsidiary  named  Nutraceutical Development
     Corporation  ("NDC")  to  manage  its  Nutraceutical  product  line.  The
     consolidated  financial  statements include the accounts of the Company and
     its  subsidiary.  All intercompany accounts and transactions are eliminated
     in  consolidation.

     SIGNIFICANT  ESTIMATES
     ----------------------

     The  preparation  of  financial  statements  in  conformity with accounting
     principles  generally  accepted  in  the  United States of America 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.

     DEBT  ISSUANCE  COSTS
     ---------------------

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


                                    Continued
                                      F-11
<PAGE>
                                 ENDOVASC, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                   __________
                        (IN THOUSANDS, EXCEPT SHARE DATA)


1.   ORGANIZATION  AND  SUMMARY  OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
     -------------------------------------------------------------------------

     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 and Series
     A,  B  and  C convertible preferred stock are excluded from the computation
     (See  Note  14)  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.

     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.

     RECENT  ACCOUNTING  PRONOUNCEMENTS
     ----------------------------------

     In  July  2001,  the  Financial  Accounting Standards Board ("FASB") issued
     Statement  of  Financial  Accounting  Standards  ("SFAS") No. 141, Business
     Combinations, which requires all business combinations initiated after June
     30,  2001  to be accounted for using the purchase method. In addition, SFAS
     No.  141  further  clarifies  the  criteria  to recognize intangible assets
     separately from goodwill. The implementation of SFAS No. 141 did not impact
     the  Company's  financial  position  or  results  of operations because the
     Company  did   not  complete   any  business  combinations  or  record  any
     significant  intangibles  during  the  year  ended  June  30, 2003 or 2002.


                                    Continued
                                      F-12
<PAGE>
                                 ENDOVASC, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                   __________
                        (IN THOUSANDS, EXCEPT SHARE DATA)


1.   ORGANIZATION  AND  SUMMARY  OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
     -------------------------------------------------------------------------

     RECENT  ACCOUNTING  PRONOUNCEMENTS,  CONTINUED
     ----------------------------------------------

     In  July  2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible
     Assets.  SFAS  No. 142 eliminates the amortization of goodwill and requires
     that  goodwill  be  reviewed  annually  for  impairment.  SFAS No. 142 also
     requires  that  the useful lives of previously recognized intangible assets
     be  reassessed   and  the   remaining  amortization   periods  be  adjusted
     accordingly.  SFAS  No.  142  is effective for fiscal years beginning after
     December  15,  2001  and  affects  all goodwill and other intangible assets
     recorded  on  the  Company's balance sheet at that date, regardless of when
     the  assets were initially recorded. The implementation of SFAS 142 did not
     have  a  material impact on the Company's results of operation or financial
     position.

     In June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement
     Obligations.   SFAS  No.  143   addresses  accounting   and  reporting  for
     obligations  associated  with  the retirement of tangible long-lived assets
     and  the associated asset retirement costs. This statement is effective for
     fiscal  years beginning after June 15, 2002. The implementation of SFAS No.
     143 did not have a material impact on the Company's results of operation or
     financial  position.

     In  August  2001,  the  FASB issued SFAS No. 144, Impairment or Disposal of
     Long-Lived  Assets,  which  is  effective  for fiscal years beginning after
     December  15,  2001.  The  provisions  of  this  statement provide a single
     accounting model for impairment of long-lived assets. The implementation of
     SFAS  No.  144  did  not have a material impact on the Company's results of
     operation  or  financial  position.

     In  April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements
     No.  4,  44  and  64,  Amendment  of  FASB  Statement No. 13, and Technical
     Corrections.   SFAS  No.  145   requires   that  gains   and  losses   from
     extinguishment  of  debt  be classified as extraordinary items only if they
     meet  the  criteria in Accounting Principles Board Opinion No. 30 ("Opinion
     No.  30").  Applying  the  provisions  of  Opinion  No. 30 will distinguish
     transactions  that  are part of an entity's recurring operations from those
     that are unusual and infrequent and meet the criteria for classification as
     an  extraordinary item. SFAS No. 145, which is to be applied to all periods
     presented,  is  effective  for  the  Company beginning January 1, 2003. The
     implementation  of  SFAS  No.  145  did  not  have a material impact on the
     Company's  results  of  operations  or  financial  position.

     In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
     with  Exit  or  Disposal  Activities. SFAS No. 146 addresses accounting and
     reporting  for  costs  associated with exit or disposal activities, such as
     restructurings,  involuntarily  terminating  employees,  and  consolidating
     facilities  initiated after December 31, 2002. SFAS No. 146, which requires
     that  costs  related  to  exiting  an activity or to a restructuring not be
     recognized  until  the  liability is incurred, is effective for the Company
     beginning  January  1,  2003  and  is  applied  on  a  prospective  basis.


                                    Continued
                                      F-13
<PAGE>
                                 ENDOVASC, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                   __________
                        (IN THOUSANDS, EXCEPT SHARE DATA)


1.   ORGANIZATION  AND  SUMMARY  OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
     -------------------------------------------------------------------------

     RECENT  ACCOUNTING  PRONOUNCEMENTS,  CONTINUED
     ----------------------------------------------

     In  December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
     Compensation,  Transition and Disclosure. SFAS No. 148 provides alternative
     methods of transition for a voluntary change to the fair value based method
     of accounting for stock-based employee compensation and requires fair value
     method  proforma  disclosures  to  be  displayed  more prominently and in a
     tabular  format. Additionally, SFAS No. 148 requires similar disclosures in
     interim financial statements. The Company did not voluntarily change to the
     fair   value  based   method  of   accounting  for   stock-based   employee
     compensation,  but  did adopt the transition and disclosure requirements of
     SFAS  No.  148  during  the  year  ended  June  30,  2003.

     In  April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on
     Derivative  Instruments  and  Hedging  Activities.  SFAS 149 is intended to
     result  in  more  consistent  reporting of contracts as either freestanding
     derivative  instruments  subject  to SFAS 133 in its entirety, or as hybrid
     instruments  with  debt host contracts and embedded derivative features. In
     addition,  SFAS  149  clarifies the definition of a derivative by providing
     guidance  on the meaning of initial net investments related to derivatives.
     SFAS 149 is effective for contracts entered into or modified after June 30,
     2003.  The  Company  does  not  expect the adoption of SFAS 149 to have any
     effect  on  the  Company's  financial  position  or  results of operations.

     In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
     Instruments  with  Characteristics of both Liabilities and Equity. SFAS 150
     establishes  standards for classifying and measuring as liabilities certain
     financial  instruments  that  embody  obligations  of  the  issuer and have
     characteristics  of  both  liabilities  and  equity.  SFAS 150 represents a
     significant  change in practice in the accounting for a number of financial
     instruments,  including  mandatorily  redeemable  equity  instruments  and
     certain  equity  derivatives  that  frequently  are used in connection with
     share  repurchase  programs.  SFAS  150  is  effective  for  all  financial
     instruments  created  or  modified  after  May  31,  2003,  and  to  other
     instruments  as  of September 1, 2003. The Company adopted SFAS 150 on June
     1, 2003 and does not expect the effect of adopting this statement to have a
     material  impact  on  the  Company's  financial  position  or  results  of
     operations.

     In  November  2002,  the  FASB issued FASB Interpretation No. 45, Guarantor
     Accounting  and  Disclosure Requirements for Guarantees, Including Indirect
     Guarantees  of  Indebtedness  of  Others  ("FIN  45").  FIN  45  requires a
     guarantor  to  recognize,  at the inception of a guarantee, a liability for
     the  fair  value of the obligation undertaken in issuing the guarantee. FIN
     45  also  expands  the disclosures required to be made by a guarantor about
     its  obligations  under  certain  guarantees  that  it  has issued. Initial
     recognition  and  measurement  provisions  of  FIN  45  are applicable on a
     prospective  basis  to  guarantees  issued  or  modified.  The  disclosure
     requirements  are  effective  immediately.  The  adoption of FIN 45 did not
     impact  the  Company's  financial  position  or  results  of  operations.


                                    Continued
                                      F-14
<PAGE>
                                 ENDOVASC, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                   __________
                        (IN THOUSANDS, EXCEPT SHARE DATA)


1.     ORGANIZATION  AND  SUMMARY  OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
       -------------------------------------------------------------------------

     RECENT  ACCOUNTING  PRONOUNCEMENTS,  CONTINUED
     ----------------------------------------------

     In  January  2003,  the  FASB  issued  Interpretation  46, Consolidation of
     Variable  Interest Entities ("FIN 46"). FIN 46 requires that companies that
     control another entity through interests other than voting interests should
     consolidate  the  controlled  entity.  FIN  46 applies to variable interest
     entities  created after January 31, 2003, and to variable interest entities
     in  which an enterprise obtains an interest in after that date. The related
     disclosure  requirements  are  effective immediately. The implementation of
     FIN  46  did not have a material effect on the Company's financial position
     or  results  of  operations.

     CONCENTRATION  OF  CREDIT  RISK
     -------------------------------

     The Company's financial instruments that potentially subject the Company to
     concentration  of  credit  risk  consist principally of accounts receivable
     from  a  sponsor  under an external research agreement. Accounts receivable
     from  this  sponsor  represented  100% of the Company's accounts receivable
     outstanding  at  June 30, 2003. In addition, the sponsor under the external
     research  agreement  and a licensee of the Company's technology represented
     51%  and  49%,  respectively,  of the Company's revenues for the year ended
     June  30,  2003.


2.   LICENSE  AGREEMENTS
     -------------------

     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 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
     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 upon FDA approval of Phase I clinical trials, $300 upon
     FDA  approval of Phase III clinical trials and $500 within six months after
     FDA  marketing  approval.

     The costs of obtaining the license of $163 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.
     Amortization  expense during each of the years ended June 30, 2003 and 2002
     was  $16.


                                    Continued
                                      F-15
<PAGE>
                                 ENDOVASC, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                   __________
                        (IN THOUSANDS, EXCEPT SHARE DATA)



2.   LICENSE  AGREEMENTS,  CONTINUED
     -------------------------------

     In  May  2002  the  Company entered into a perpetual agreement with another
     company  ("Licensee") whereby the Company granted the Licensee an exclusive
     world-wide  license  to manufacture, market and distribute various products
     using  the  Company's  stent  coating technology. In consideration for this
     license,  the  Company  received  a  non-refundable initial fee of $200, of
     which  $50  was  used  by  the Licensee to purchase 1,000,000 shares of the
     Company's  common  stock.  The  Company  was  also to receive an additional
     $2,000,  payable  to  the Company by the Licensee, at the sole and absolute
     discretion  of  the  Licensee  in cash or common stock of the Licensee with
     $1,000  due  within  12  months  and  $1,000  due within 24 months from the
     execution  date  of  the agreement with the provision that at least $300 of
     each  $1,000  payment must be payable in cash. In addition, the Company was
     to receive the greater of a royalty fee of 8% of all gross product sales or
     an  additional $2,000 payable in cash for each 10-year period the agreement
     remains  in  effect.  During  the  year  ended  June  30, 2002, the Company
     collected  $50  in  cash,  $50  upon  the  sale  of 1,000,000 shares of the
     Company's  common stock and recorded $100 in accounts receivable, which was
     collected  during  the year ended June 30, 2003. During the year ended June
     30, 2003, $140 of revenue was recognized under the agreement. No additional
     amounts  have  been recognized due to the Licensee exercising its rights to
     cancel this agreement prior to the payment of the initial $1,000 payment on
     May  13,  2003.


3.   RESEARCH  AGREEMENT
     -------------------

     Effective  July  1,  2001,  the  Company  entered into an External Research
     Agreement  with  another company (the "Sponsor") whereby the Sponsor agreed
     to  assist in the funding of the Company's research and development related
     to its Nicotine Receptor Agonist technology for one year with the option to
     extend the agreement for an additional one year term. The Sponsor agreed to
     fund  $512  which  was recorded as revenue in the accompanying statement of
     operations  for  the  year  ended  June 30, 2002. The option to extend this
     agreement  for  an  additional  one  year term was exercised. The extension
     increased  the  maximum funding to $730 and resulted in $147 of revenue for
     the  year  ended  June  30,  2003.  The  agreement  was  verbally  extended
     subsequent  to  June  30,  2003 to allow the Company to receive the maximum
     funding  allowed  under  the  agreement.


4.   OTHER  CURRENT  ASSETS
     ----------------------

     Other  current  assets  at June 30, 2003 and 2002 consists of the following
     (in  thousands):

<TABLE>
<CAPTION>
                         2003   2002
                         -----  -----
<S>                      <C>    <C>
       Other receivable  $  29  $   -
       Prepaid license      58     58
       Prepaid supplies    278     10
                         -----  -----

                         $ 365  $  68
                         =====  =====
</TABLE>


                                    Continued
                                      F-16
<PAGE>
                                 ENDOVASC, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                   __________
                        (IN THOUSANDS, EXCEPT SHARE DATA)



5.   PROPERTY  AND  EQUIPMENT
     ------------------------

     Property  and equipment at June 30, 2003 and 2002 consists of the following
     (in  thousands):

<TABLE>
<CAPTION>
                                                  2003    2002
                                                 ------  ------
<S>                                              <C>     <C>
       Office furniture, fixtures and equipment  $ 321   $ 270

       Less accumulated depreciation              (146)   (102)
                                                 ------  ------

                                                 $ 175   $ 168
                                                 ======  ======
</TABLE>

     Depreciation  expense during the years ended June 30, 2003 and 2002 was $59
     and  $51, respectively. Included in property and equipment at June 30, 2003
     and  2002 is equipment under capital leases of $182 and $123, respectively.


6.   CONVERTIBLE  DEBENTURES
     -----------------------

     During the year ended June 30, 2002, the Company issued $400 in convertible
     debentures.  The  debentures bear interest at 8% per year payable quarterly
     in arrears. The debentures mature in September 2004 and are convertible, at
     the  option  of  the  holder,  to shares of the Company's common stock at a
     conversion  price per share equal to the lower of (i) 85% of the average of
     the  three  lowest  closing prices for the common stock for the thirty days
     prior  to the closing date of the debentures; or (ii) 70% of the average of
     the  three  lowest  closing prices for the common stock for the thirty days
     prior  to  the  conversion  date.  Accordingly, the actual weighted average
     interest  rate on these debentures, including the effect of the cost of the
     beneficial  conversion  feature  is  approximately  23%.

     During  the  year  ended June 30, 2003, 363,900 shares of common stock were
     issued  upon the conversion of $170 of the convertible debentures and 6,100
     shares of common stock were issued as payment of $3 of interest owed on the
     convertible  debentures.

     During  the  year  ended  June  30,  2002, 8,045,870 shares of common stock
     (including  treasury  stock) were issued upon the conversion of $229 of the
     convertible  debentures  and  317,433 shares of common stock were issued as
     payment  of  $9 of interest owed on the convertible debentures. Included in
     accrued  liabilities  at  June  30,  2003  and  2002  is  $-0-  and  $11,
     respectively,  of accrued interest payable on these convertible debentures.


                                    Continued
                                      F-17
<PAGE>
                                 ENDOVASC, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                   __________
                        (IN THOUSANDS, EXCEPT SHARE DATA)


7.   NOTES  PAYABLE
     --------------

     Notes  payable  at  June  30,  2003  and  2002 consist of the following (in
     thousands):

<TABLE>
<CAPTION>
                                                              2003    2002
                                                             ------  ------
<S>                                                          <C>     <C>

     Notes payable to a bank, bearing interest at rates
       ranging from prime (4% at June 30, 2003) to 8%
       and due in 36 monthly installments of $2,913,
       including interest, through 2006.  Notes are
       uncollateralized but are guaranteed by two stock-
       holders of the Company.                               $  56   $  74

     Note payable to a bank, bearing interest at prime
       (4% at June 30, 2003) plus 1.5% or an annual
       rate of 6%, whichever is higher, principal and
       interest due on demand, with monthly interest
       payments due until demand is made or at maturity
       on November 7, 2003.  This note is collateral-
       ized by personal property of a stockholder of the
       Company.                                                 14      50

     Note payable to stockholder, non-interest bearing and
       due on demand.  This note is uncollateralized.          680      58
                                                             ------  ------

         Total notes payable                                   750     182

     Less current maturities                                  (721)   (149)
                                                             ------  ------

                                                             $  29   $  33
                                                             ======  ======
</TABLE>


     Future  annual  maturities of notes payable at June 30, 2003 are as follows
     (in  thousands):

<TABLE>
<CAPTION>
     YEAR ENDED
      JUNE 30,   AMOUNT
     ----------  -------
<S>              <C>
     2004        $   721
     2005             14
     2006             15
                 -------

                 $   750
                 =======
</TABLE>


8.   ACCRUED  LIABILITIES
     --------------------

     Accrued  liabilities at June 30, 2003 and 2002 consist of the following (in
     thousands):

<TABLE>
<CAPTION>
                                     2003   2002
                                     -----  -----
<S>                                  <C>    <C>
  Accrued payroll and related taxes  $   6  $   3
  Dividends payable                      7    106
  Other accrued expenses                 4     35
                                     -----  -----

                                     $  17  $ 144
                                     =====  =====
</TABLE>


                                    Continued
                                      F-18
<PAGE>
                                 ENDOVASC, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                   __________
                        (IN THOUSANDS, EXCEPT SHARE DATA)


9.   INCOME  TAX
     -----------

     The  composition of deferred tax assets and the related tax effects at June
     30,  2003  and  2002  are  as  follows  (in  thousands):

<TABLE>
<CAPTION>
                                                            2003      2002
                                                          --------  --------
<S>                                                       <C>       <C>
       Benefit from carryforward of net operating losses  $ 3,925   $ 2,205

       Less valuation allowance                            (3,925)   (2,205)
                                                          --------  --------

         Net deferred tax asset                           $     -   $     -
                                                          ========  ========
</TABLE>


     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 (in
     thousands):

<TABLE>
<CAPTION>
                                         2003                   2002
                                  ---------------------  ----------------------
                                            PERCENTAGE              PERCENTAGE
                                            OF PRE-TAX              OF PRE-TAX
                                   AMOUNT      LOSS       AMOUNT       LOSS
                                  --------  -----------  --------  ------------
<S>                               <C>       <C>          <C>       <C>
       Benefit for income tax at
         federal statutory rate   $ 3,279         34.0%  $   815          34.0%
       Non-deductible expenses     (1,559)       (16.2)     (276)        (11.5)
       Increase in valuation
         allowance                 (1,720)       (17.8)     (539)        (22.5)
                                  --------  -----------  --------  ------------

         Total                    $     -            -%  $     -             -%
                                  ========  ===========  ========  ============
</TABLE>


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

     At  June  30,  2003,  for  federal  income  tax and alternative minimum tax
     reporting  purposes,  the  Company  has approximately $11,559 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  2023  and  could  be  subject  to severe limitations if
     significant  ownership  changes  occur  in  the  Company.


10.   COMMON  STOCK
      -------------

     During  the  year  ended June 30, 2003, the board of directors approved the
     purchase by the Company of up to 2% of the outstanding shares of its common
     stock.  No  purchase of common stock of the Company was made by the Company
     during  the  year  ended  June  30,  2003.


                                    Continued
                                      F-19
<PAGE>
                                 ENDOVASC, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                   __________
                        (IN THOUSANDS, EXCEPT SHARE DATA)



11.   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. All of the
     following  have  been  adjusted  for the effect of the 5 to 6 forward stock
     split  and  the  40  to  1  reverse  stock  split,  unless otherwise noted.

     During  the  year ended June 30, 2000, the Company issued stock warrants to
     acquire 8,320 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 $75.60 per
     share,  which  approximated  market  value at the date of grant. During the
     years  ended June 30, 2000 and 2001, the Company also issued stock warrants
     to  acquire 12,500 and 25,000 shares, respectively, 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
     $4.00  and  $0.40  per share, respectively. The costs associated with these
     stock  warrants did not effect the Company's statement of operations as all
     costs  were  offset  against  the  offering  proceeds  and recorded through
     stockholders'  equity.

     During the year ended June 30, 2001, the Company granted options to various
     consultants  and  employees,  with  a  term  of 3 years, to purchase 39,766
     shares  of  the  Company's  common  stock at a price ranging from $13.33 to
     $33.33  per  share, which was greater than the market price of the stock at
     the  grant  date.

     During  the year ended June 30, 2001, 31,250 shares of the Company's common
     stock  were  issued  due  to  the exercise of warrants. In addition, 27,500
     shares of common stock were issued due to the exercise of stock options, of
     which  25,000  of the shares was paid for through the reduction in the note
     payable  to  stockholder.

     In  May  2002,  the  Company  adopted  the  2002  Directors,  Officers  and
     Consultants  Stock Option, Stock Warrant and Stock Award Plan (the "Plan").
     The  purpose  of  the  Plan  is  to  maintain the ability of the Company to
     attract  and  retain  highly qualified and experienced directors, employees
     and  consultants  and  to  give such directors, employees and consultants a
     continued  proprietary interest in the success of the Company. In addition,
     the  Plan is intended to encourage ownership of common stock of the Company
     by  the  directors, employees and consultants of the Company and to provide
     increased  incentive  for  such  persons  to  render  services and to exert
     maximum  effort  for  the  success  of  the  Company's business. Subject to
     adjustment  so that the total number of shares issuable under the Plan will
     equal 15% of the total number of issued and outstanding common stock of the
     Company,  the  aggregate  number  of  shares  of  common  stock that may be
     optioned,  subject  to  conversion  or  issued under the Plan is 18,750,000
     which  has not been adjusted for the 40 to 1 reverse split of the Company's
     common  stock  (See  Note  13).


                                    Continued
                                      F-20
<PAGE>
                                 ENDOVASC, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                   __________
                        (IN THOUSANDS, EXCEPT SHARE DATA)



11.   STOCK  OPTIONS  AND  WARRANTS,  CONTINUED
      -----------------------------------------

     The  maximum  term  of  options  granted  under this Plan is ten years. The
     aggregate  fair  market  value of the stock with respect to which incentive
     stock  options  are  first  exercisable in any calendar year may not exceed
     $1,000,000.  The exercise price of incentive stock options must be equal or
     greater  than  the  fair market value of common stock on the date of grant.
     The  exercise price of incentive stock options granted to any person who at
     the time of grant owns stock possessing more than 10% of the total combined
     voting  power  of  all  classes  of stock must be at least 110% of the fair
     market  value  of  such  stock  on the date of grant, and the term of these
     options  cannot  exceed  five  years.

     Non-qualified  stock  options  or  warrants, restricted common stock and/or
     convertible  preferred  stock  may  be granted under the Plan. The terms of
     these  issuances  are  determined  based  on  the  sole  discretion  of the
     Company's  Compensation  Committee.

     During  the  year  ended  June 30, 2002, the Company issued stock warrants,
     which  were  subject  to the 40 to 1 reverse stock split, to acquire 58,750
     shares  of  the  Company's common stock to various consultants for services
     provided  to the Company. Of these warrants, 56,250 have a 6 month term and
     exercise  prices  ranging from $5.20 to $20.00 per share, which was greater
     than  market  value  at  the date of grant. The remaining 2,500 of warrants
     have  a  5  year  term  and  an  exercise  price  of $2.40 per share, which
     approximated  market  value  at  the  date  of  grant.

     During  November 2002, the Company entered into an agreement with a warrant
     holder  to  exclude  their warrants from the effects of the 40 to 1 reverse
     stock split. This resulted in a change in the number of warrants granted by
     2.2  million warrants with an exercise price of $0.13 to $0.50. This change
     in  the  terms  of  these warrants resulted in an additional expense to the
     Company  of  $3,549,  which  was  recorded  in  operating,  general  and
     administrative expenses in the accompanying statement of operations for the
     year  ended  June  30,  2003.

     During  the  year ended June 30, 2003, the Company issued stock warrants to
     acquire  816,490  shares  of the Company's common stock. Of these warrants,
     316,490  (379,788  after  the  6  to 5 forward stock split) of them were to
     individuals  purchasing  stock as an incentive for the purchase and have an
     exercise  price  of  $1.50 per share ($1.80 after the 6 to 5 forward split)
     and  expiration  dates  ranging  from  one to three years from the issuance
     date.  The  costs  associated  with these stock warrants did not effect the
     Company's  statement of operations as the value of $61 as determined by the
     Black-Scholes  valuation model was offset against the offering proceeds and
     recorded  through stockholders' equity. The remaining 500,000 warrants were
     issued  to  a  consultant  for services provided to the Company and have an
     exercise price of 70% of the stock price on the date of exercise and expire
     two  months  from  issuance.  The  cost  of these warrants of $133 has been
     included  in  the  accompanying  statement of operations for the year ended
     June  30,  2003.

     During  the  year  ended  June  30, 2003, 2,579,562 shares of the Company's
     common  stock  were  issued  due  to  the  exercise  of  warrants.


                                    Continued
                                      F-21
<PAGE>
                                 ENDOVASC, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                   __________
                        (IN THOUSANDS, EXCEPT SHARE DATA)



11.   STOCK  OPTIONS  AND  WARRANTS,  CONTINUED
      -----------------------------------------

     In  May  2003,  the  Company  adopted the 2003 Stock Compensation Plan (the
     "Plan")  in  order  to  attract and retain highly qualified and experienced
     directors,  employees and consultants and to give such directors, employees
     and  consultants  a  continued  proprietary  interest in the success of the
     Company.  Under  the Plan, the Company may award up to 10,000,000 shares of
     its  common stock or options to purchase its common stock to the directors,
     employees  and  consultants  of the Company. All terms of the common stock,
     stock  options  or warrants granted under the Plan are at the discretion of
     the  board  of  directors  but will expire not more than ten years from the
     date  of  grant.  At  June  30, 2003 no shares of common stock reserved for
     issuance  under  the  Plan  have  been  granted.

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

<TABLE>
<CAPTION>
                           NUMBER OF SHARES                                       WEIGHTED
                          -------------------                                     AVERAGE
                                      NON-              EXERCIS-     EXERCISE     EXERCISE
                          EMPLOYEE  EMPLOYEE    TOTAL     ABLE         PRICE       PRICE
                          --------  ---------  -------  ---------  -------------  ---------
<S>                       <C>       <C>        <C>      <C>        <C>            <C>
     Options outstanding
       at June 30, 2001     10,516    33,000   43,516      3,750   $13.33-$33.33  $   15.46

     Options vested              -         -        -     39,766   $13.33-$33.33  $   14.00

     Options expired             -    (3,750)  (3,750)    (3,750)  $       30.00  $   30.00
                          --------  ---------  -------  ---------

     Options outstanding
       at June 30, 2002     10,516    29,250   39,766     39,766   $13.33-$33.33  $   14.00

     Options expired             -         -        -          -
                          --------  ---------  -------  ---------

     Options outstanding
       at June 30, 2003     10,516    29,250   39,766     39,766   $13.33-$33.33  $   14.00
                          ========  =========  =======  =========
</TABLE>


     Following  is  a  summary of outstanding options at June 30, 2003 and 2002:

<TABLE>
<CAPTION>
     NUMBER OF SHARES  VESTED  EXPIRATION DATE  EXERCISE PRICE
     ----------------  ------  ---------------  ---------------
<C>                    <C>     <S>              <C>
               38,266  38,266  December, 2003   $         13.33
                1,500   1,500  December, 2003   $         33.33
     ----------------  ------

               39,766  39,766
     ================  ======
</TABLE>


     During  the  year  ended  June  30, 2003 and 2002, the Company issued stock
     warrants  to  certain  companies in payment of stock offering costs and for
     consulting services, some of which were subsequently exercised, as follows:


                                    Continued
                                      F-22
<PAGE>
                                 ENDOVASC, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                   __________
                        (IN THOUSANDS, EXCEPT SHARE DATA)


11.   STOCK  OPTIONS  AND  WARRANTS,  CONTINUED
      -----------------------------------------

<TABLE>
<CAPTION>
                                                                            WEIGHTED
                                                                             AVERAGE
                                   NUMBER OF    EXERCIS-       EXERCISE     EXERCISE
                                    SHARES        ABLE          PRICE         PRICE
                                  -----------  -----------  --------------  ---------
<S>                               <C>          <C>          <C>             <C>

     Warrants outstanding at
       June 30, 2001                  14,575       14,575   $  4.00-$75.60  $   44.80

     Warrants issued                  58,750       58,750   $  2.40-$20.00  $    8.80
                                  -----------  -----------

     Warrants outstanding at
       June 30, 2002                  73,325       73,325   $  2.40-$75.60  $   16.00

     Effect of change in warrant
       agreement                   2,193,750    2,193,750   $   0.13-$0.50  $    0.23

     Warrants issued                 816,490      816,490    70% of market  $    0.96
                                                            price-$1.50

     Warrants exercised           (2,579,562)  (2,579,562)  $   0.13-$0.39  $    0.24

     Warrants expired               (178,763)    (178,763)  $  0.50-$75.60  $    3.99

     Effect of 6:5 stock split        65,048       65,048   $   1.25-$3.33  $    1.30
                                  -----------  -----------

     Warrants outstanding at
       June 30, 2003                 390,288      390,288   $   1.25-$3.33  $    1.30
                                  ===========  ===========
</TABLE>


     Following  is  a  summary  of  outstanding  warrants  at  June  30,  2003:

<TABLE>
<CAPTION>
     NUMBER OF SHARES  VESTED   EXPIRATION DATE  EXERCISE PRICE
     ----------------  -------  ---------------  ---------------
<C>                    <C>      <S>              <C>
               18,000   18,000  September 2003   $          1.25
               28,236   28,236  October 2003     $          1.25
                4,800    4,800  November 2003    $          1.25
                7,500    7,500  May 2005         $          3.33
                9,600    9,600  October 2005     $          1.25
              319,152  319,152  January 2006     $          1.25
                3,000    3,000  August 2006      $          2.00
     ----------------  -------

              390,288  390,288
     ================  =======
</TABLE>


     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.


                                    Continued
                                      F-23
<PAGE>
                                 ENDOVASC, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                   __________
                        (IN THOUSANDS, EXCEPT SHARE DATA)



11.   STOCK  OPTIONS  AND  WARRANTS,  CONTINUED
      -----------------------------------------

     Proforma  information  regarding  net  income  and  earnings  per  share is
     required  by  SFAS  No.  123 and No. 148, 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  2003  and  2002:  risk-free
     interest  rate of 5%; no dividend yield; weighted average volatility factor
     of  the expected market price of the Company's common stock of 50% for 2003
     and  70% for 2002; and a weighted-average expected life of the options of 6
     months  to  5  years.

     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 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 stock options.

     For  purposes  of  proforma  disclosures,  the  estimated fair value of the
     options  is  included  in  expense  at  the date of issuance. The Company's
     proforma  information  is as follows (in thousands, except per share data):

<TABLE>
<CAPTION>
                                                           2003      2002
                                                         --------  --------
<S>                                                      <C>       <C>
     Net loss available to common stockholders           $(9,644)  $(2,398)

     Proforma net loss available to common stockholders  $(9,644)  $(2,399)

     Proforma basic and dilutive loss per share          $ (0.26)  $ (1.28)
</TABLE>


12.   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. The following information excludes the effect
     of  the 40 to 1 reverse stock split. The conversion features of all classes
     of  preferred  stock  were  not  subject  to  the  effects  of  the  split.


                                    Continued
                                      F-24
<PAGE>
                                 ENDOVASC, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                   __________
                        (IN THOUSANDS, EXCEPT SHARE DATA)



12.   PREFERRED  STOCK,  CONTINUED
      ----------------------------

     On  May  9,  2000, the Company issued 15,000 shares of $0.001 par value and
     $100  per  share  liquidation  value  Series  A  8%  non-voting convertible
     preferred  stock  for  $1,500.  The actual proceeds received by the Company
     were $1,040, which are net of related offering costs. During the year ended
     June 30, 2001, the Company issued an additional 15,000 shares of the Series
     A  preferred stock for cash proceeds to the Company of $1,223, which is net
     of  related  offering  costs  of $277. In addition, the Company issued as a
     finders fee, warrants to purchase 1,000,000 shares of common stock at $0.01
     per  share,  which  resulted  in  additional  offering  costs  of  $162.

     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  date  of  the respective preferred
     stock.  During  the  years ended June 30, 2003, 2002 and 2001, 7,594, 7,651
     and  14,240  shares  of  preferred  stock  were  converted  to  1,737,798,
     26,546,674  and  16,501,251  shares  of  common  stock,  respectively.  In
     addition,  in  2002, 1,000,000 shares of treasury stock were issued for the
     conversion  of  240  shares  of  preferred  stock.

     In  addition, the Series A preferred stockholders were originally obligated
     to  purchase  an  additional  30,000  shares  (of  which 15,000 shares were
     purchased  during  the year ended June 30, 2001) of Series A 8% convertible
     preferred  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 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.

     In May 2002, the Company's board of directors authorized the issuance of up
     to  3,000,000  shares  of  Series  B convertible preferred stock with a par
     value  of  $0.001  per  share.  Each  share  of Series B preferred stock is
     convertible  into  10  shares  of common stock at the option of the holder.
     Upon  the  occurrence  of  a recapitalization of the Company, each share of
     Series  B  preferred  stock  is automatically converted to 10 shares of the
     Company's  common  stock.  Each  share of Series B preferred stock includes
     voting rights equal to 500 shares of common stock. The shares of the Series
     B  preferred  stock  rank  senior  to  the  common stock both in payment of
     dividends  and  liquidation  preference.

     As  of June 30, 2002, the Company had entered into Exchange Agreements with
     certain  stockholders,  whereby  these  stockholders  exchanged  24,008,545
     shares  of  the  Company's  common  stock  for 2,400,855 shares of Series B
     convertible  preferred  stock.  An  additional  2,305,259  shares  of  the
     Company's  common  stock  were  exchanged  for  230,526  shares of Series B
     convertible  preferred  stock  during  the  year  ended  June  30,  2003.


                                    Continued
                                      F-25
<PAGE>
                                 ENDOVASC, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                   __________
                        (IN THOUSANDS, EXCEPT SHARE DATA)



12.   PREFERRED  STOCK,  CONTINUED
      ----------------------------

     In May 2002, the Company's board of directors authorized the issuance of up
     to  370,000  shares  of  Series  C  convertible preferred stock with no par
     value. Each share of Series C preferred stock is convertible into 10 shares
     of  common  stock  at  the  option of the holder. Upon the occurrence of an
     increase  in authorized common stock of the Company, each share of Series C
     preferred  stock is automatically converted into 10 shares of the Company's
     common  stock.  Holders of the Series C preferred stock have voting rights,
     dividend  rights  and  liquidation  preference equal to those of the common
     stockholders.

     In  May  2002,  350,000  shares of the Series C convertible preferred stock
     were  issued to two consultants for services performed for the Company. The
     cost  associated  with  the issuance of these shares of $210 is included in
     operating,  general  and  administrative  expenses  in  the  accompanying
     statement  of  operations  for  the  year  ended  June  30,  2002.

     During  the  year  ended June 30, 2003, all shares of Series B and Series C
     preferred  stock  were automatically converted back to the shares of common
     stock  originally  exchanged and such conversion had a significant dilutive
     effect  on  the  owners  of  common  stock  (See  Note  13).


13.  REINCORPORATION
     ---------------

     Effective  July  9,  2002,  the Company's board of directors and holders of
     shares  representing  a  majority  of  the voting rights of the outstanding
     shares  of  the  Company's  common  stock  and  preferred  stock approved a
     reincorporation  of  the  Company  from the State of Nevada to the State of
     Delaware.  This reincorporation was accomplished by a merger of the Company
     into  a  new  Delaware corporation of the same name. Under the terms of the
     merger, holders of the Company's common stock received one share of the new
     Delaware  corporation  common  stock  in  exchange  for  40  shares  of the
     Company's common stock, resulting in a 40 to 1 reverse split for all common
     stockholders.  All  holders  of the outstanding shares of Series A, B and C
     convertible  preferred stock were not subject to the 40 to 1 reverse split,
     because  under  the  terms of the merger agreement, each share of preferred
     stock  was  converted into one share of preferred stock in the new Delaware
     corporation with identical conversion rights, which resulted in significant
     dilution  to  all  common  stockholders.

     As  a  result  of this reincorporation, each share of Series B and Series C
     convertible preferred stock was automatically converted to 10 shares of the
     Company's  new  common  stock  (See  Note  12) resulting in the issuance of
     29,813,804  post-split  shares  of  common  stock  in  the  new  Delaware
     corporation.  Accordingly,  the  reincorporation  process  resulted  in  a
     preferential  stock dividend of 29,068,459 shares of common stock issued to
     holders  of Series B and Series C convertible preferred stock in July 2002.


                                    Continued
                                      F-26
<PAGE>
                                 ENDOVASC, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                   __________
                        (IN THOUSANDS, EXCEPT SHARE DATA)



13.   REINCORPORATION,  CONTINUED
      ---------------------------

     Each  share  of  Series A convertible preferred stock was not automatically
     converted  to  common stock upon reincorporation and was not subject to the
     40  to  1  reverse  split.  Accordingly,  holders  of  Series A convertible
     preferred  stock  received  a preferential dividend of 23,469,792 shares of
     common  stock  based  on  the  conversion  rate  on  July  9,  2002.

     This  reincorporation  resulted  in an increase in authorized shares of the
     Company's  common  stock  to 200,000,000 shares with all other terms of the
     common  and  preferred  stock remaining the same except as otherwise noted.

     The  Company's treasury stock was cancelled and retired as a result of this
     reincorporation  and  all  shares  held  in  treasury resumed the status of
     authorized  and  unissued  common  stock.

     The  effect  of  the  40  to  1  reverse  stock  split  has been recognized
     retroactively  in the stockholders' equity accounts on the balance sheet at
     June 30, 2002, with the exception of 2,247,628 shares which were recognized
     during the year ended June 30, 2003, and in all share and per share data in
     the accompanying financial statements and notes to the financial statements
     unless otherwise noted. Stockholders' equity accounts have been restated to
     reflect  the  reclassification  of  an amount equal to the par value of the
     decrease  in  issued  common  shares  from  the common stock account to the
     additional  paid-in  capital  account.

     Effective  March  31, 2003, the Company's board of directors and holders of
     shares  representing  a  majority  of  the voting rights of the outstanding
     shares  of  the  Company's  common  stock  and  preferred  stock approved a
     reversal  of  the  previous  reincorporation  in  Delaware  and  a  new
     reincorporation  from  the State of Delaware back into the State of Nevada.
     This  new  reincorporation was accomplished by a merger of the Company into
     Endovasc,  Inc.,  a  new Nevada corporation. Under the terms of the merger,
     holders of the Company's common and preferred stock received 1.20 shares of
     Endovasc,  Inc. common and preferred stock in exchange for one share of the
     Company's  common  and  preferred stock resulting in a 6 to 5 forward stock
     split.  The  effect  of  the  6  to  5  forward  stock split was recognized
     retroactively in the stockholders' equity accounts on the balance sheets at
     June 30, 2003 and 2002. Stockholders' equity accounts have been restated to
     reflect  the  reclassification  of  an amount equal to the par value of the
     decrease  in  issued  common  shares  from  the  common and preferred stock
     account  to  the  additional  paid-in  capital  account.


14.  LOSS  PER  COMMON  SHARE
     ------------------------

     The  following  table  sets  forth the computation of basic and diluted net
     loss  per  common  share:

<TABLE>
<CAPTION>
                                                       2003      2002
                                                     --------  --------
<S>                                                  <C>       <C>

     Basic and diluted loss per common share:
       Net loss before extraordinary item            $(9,644)  $(2,398)
       Preferred stock dividends                         (40)     (103)
                                                     --------  --------

         Net loss available for common shareholders  $(9,684)  $(2,501)
                                                     ========  ========
</TABLE>


                                    Continued
                                      F-27
<PAGE>
                                 ENDOVASC, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                   __________
                        (IN THOUSANDS, EXCEPT SHARE DATA)



15.  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 five year lease agreement for office space
     which is accounted for as an operating lease. Lease payments of $11 are due
     monthly  until May 2008. Rent expense for the years ended June 30, 2003 and
     2002  was  $50  and  $39,  respectively.  In  addition,  the Company leases
     equipment  under capital leases which expire at various dates through 2006.
     Future  minimum lease payments having initial or noncancellable lease terms
     in  excess  of  one  year  are  as  follows:

<TABLE>
<CAPTION>
                                                              OPERATING    CAPITAL
                                                                LEASE      LEASES
                                                              ----------  ---------
<S>                                                           <C>         <C>
     2004                                                     $       91  $     67
     2005                                                            136        29
     2006                                                            137        28
     2007                                                            132         -
     2008                                                            125         -
                                                              ----------  ---------

     Total payments                                           $      621       124
                                                              ==========

     Less amount representing interest                                         (19)
                                                                          ---------

     Present value of minimum lease payments                                   105

     Less current portion                                                      (47)
                                                                          ---------

     Obligations under capital lease, net of current portion              $     58
                                                                          =========
</TABLE>


16.  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 and preferred stock to satisfy
     obligations,  to  compensate individuals and vendors and to settle disputes
     that  have  arisen. However, during the years ended June 30, 2003 and 2002,
     the  Company  incurred  net losses (in thousands) of $(9,644) and $(2,398),
     respectively,  and  negative  cash  flows  from  operations of $(1,478) and
     $(931),  respectively.  These  factors along with a $(541) negative working
     capital  position  at  June  30,  2003  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:

     -    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.

     -    In  the  second  quarter of the year ending June 30, 2004, the Company
          anticipates  the  generation of approximately $500,000 in revenue from
          its  Nutraceutical  product.


                                    Continued
                                      F-28
<PAGE>
                                 ENDOVASC, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                   __________
                        (IN THOUSANDS, EXCEPT SHARE DATA)



16.  GOING  CONCERN  CONSIDERATIONS,  CONTINUED
     ------------------------------------------

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


     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:

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

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

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


17.  NON-CASH  INVESTING  AND  FINANCING  ACTIVITIES
     -----------------------------------------------

     During  the  years  ended  June  30,  2003  and 2002, and for the period of
     inception,  June  10,  1996 to June 30, 2003 the Company engaged in certain
     non-cash  investing  and  financing  activities  as follows (in thousands):

<TABLE>
<CAPTION>
                                                                INCEPTION
                                                  2003   2002    TO DATE
                                                  -----  -----  ----------
<S>                                               <C>    <C>    <C>
     Common stock issued in exchange for
       equity securities                          $   -  $   -  $      302
                                                  =====  =====  ==========

     Common and treasury stock issued upon
       conversion of debentures and interest on
       debentures                                 $ 173  $ 235  $    1,697
                                                  =====  =====  ==========

     Common and preferred stock issued for ser-
       vices and license and patent rights        $   -  $   -  $    2,634
                                                  =====  =====  ==========

     Common stock issued in settlement of
       lawsuit and related liabilities            $   -  $ 408  $      601
                                                  =====  =====  ==========

     Common stock issued for payment of accounts
       payable and accrued liabilities            $ 724  $   -  $      724
                                                  =====  =====  ==========

     Common stock issued for assets               $ 197  $   -  $      197
                                                  =====  =====  ==========

     Warrants issued for services                 $   -  $   -  $      162
                                                  =====  =====  ==========

     Conversion of note payable to shareholder
       to common stock                            $   -  $ 926  $    1,503
                                                  =====  =====  ==========

     Conversion of dividends payable to
       common stock                               $  47  $  66  $      178
                                                  =====  =====  ==========
</TABLE>


                                    Continued
                                      F-29
<PAGE>
                                 ENDOVASC, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                   __________
                        (IN THOUSANDS, EXCEPT SHARE DATA)



17.  NON-CASH  INVESTING  AND  FINANCING  ACTIVITIES,  CONTINUED
     -----------------------------------------------------------

<TABLE>
<CAPTION>
<S>                                              <C>  <C>   <C>
     Reduction of note payable to stockholder
       and accrued liabilities through exercise
       of stock options                          $ -  $  -  $275
                                                 ===  ====  ====

     Issuance of notes payable for insurance     $ -  $  -  $ 37
                                                 ===  ====  ====

     Issuance of notes payable for the purchase
       of equipment                              $56  $  -  $180
                                                 ===  ====  ====

     Dividends declared on preferred stock       $40  $103  $143
                                                 ===  ====  ====

     Receipt of treasury stock for note payable
       to stockholders                           $ -  $560  $560
                                                 ===  ====  ====
</TABLE>


18.  401(K)  PLAN
     ------------

     The  Endovasc, Inc. 401(k) Plan (the "Plan"), which was implemented in June
     2001, covers all of the Company's employees who are United States citizens,
     at  least 21 years of age and have completed at least six months of service
     with the Company. Pursuant to the Plan, employees may elect to reduce their
     current  compensation  by up to the statutorily prescribed annual limit and
     have  the  amount  of  such  reduction  contributed  to  the Plan. The Plan
     provides  for the Company to make discretionary contributions as authorized
     by the board of directors; however, no Company contributions have been made
     as  of  June  30,  2003  and  2002.


19.  RELATED  PARTY  TRANSACTIONS
     ----------------------------

     During  the  year  ended  June  30,  2002,  certain officers of the Company
     transferred  3,100,000  shares of their common stock back to the Company in
     the  form  of  a note payable to stockholders to provide the Company enough
     common  shares  to  meet  its  preferred  stock  conversion  requirements.
     Subsequently,  and due to the decrease in the market price per share of the
     Company's  common  stock,  6,850,000  shares of common stock were issued to
     these stockholders as repayment of these notes payable to the stockholders.
     All  transactions  were  recorded  by  the Company based on the fair market
     value  of  the  stock,  which  resulted  in  no  effect to the accompanying
     statement  of  operations.

     During  the  year ended June 30, 2003, the CEO of the Company advanced $793
     to  the  Company  in the form of a note payable to stockholder and received
     $171  for  partial  repayment  of  this  note  payable  to  stockholder.

     During  the  year ended June 30, 2002, the CEO of the Company advanced $324
     to  the  Company  in the form of a note payable to stockholder and received
     5,800,000  shares of common stock as repayment of $365 of this note payable
     to  stockholder.  The  balance  of this note of $680 and $58 as of June 30,
     2003  and 2002, respectively, is due on demand, non-interest bearing and is
     not  collateralized.



                                    Continued
                                      F-30
<PAGE>
                                 ENDOVASC, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                   __________
                        (IN THOUSANDS, EXCEPT SHARE DATA)


20.  JOINT  VENTURE
     --------------

     In  November  2002,  the Company entered into an incorporated joint venture
     agreement  with  MIV  Therapeutics, Inc. ("MIV"). This 50/50 joint venture,
     called  Stentgenix,  Inc.,  was  created to primarily develop a therapeutic
     coating  for  vascular  stents.

     Under  the  terms of the agreement the Company receives 2,500,000 shares of
     Class A common stock of the joint venture in consideration for contributing
     all of its rights, entitlement and interests in and to any and all coatings
     for  any applications, products and medical devices utilizing the Company's
     Angiogenix  technology.  MIV  receives  2,500,000  shares of Class A common
     stock  of  the  joint  venture for cash consideration of $2,500,000 payable
     over  a  three-year period, with $300,000 payable in the first year. If MIV
     fails to make the required payments, one Class A share of common stock will
     be  returned  to treasury of the joint venture for each dollar not paid. As
     of  June  30,  2003, no shares have been issued under the joint venture and
     there  has  been  no  activity  in  the  joint  venture.


21.  SUBSEQUENT  EVENTS
     ------------------

     Effective  July  1,  2003,  the Company's subsidiary, NDC, signed a product
     licensing agreement with another company. This company has agreed to invest
     up  to $2.5 million to attempt to develop, commercialize and market certain
     neutraceutical  products.  If  successful,  this company will pay NDC a 10%
     royalty  on  all  revenue  generated.

     Subsequent  to  June  30, 2003, the Company's board of directors authorized
     the  creation  of  a new class of common stock, $0.001 par value per share,
     whose  rights  and  distributions would be based on the performance of NDC.
     The  shares,  designated  Series  NDC common stock, were distributed to the
     stockholders  of  the  Company  by  dividend  on  September 15, 2003 to the
     stockholders of record on August 29, 2003. The Company issued a dividend of
     one  share  of  the  Series  NDC  common  stock for each four shares of the
     Company's  common  stock.

     Effective August 12, 2003, the Company entered into a partnership agreement
     with  TissueGen,  Inc.  named  Endovasc-TissueGen Research Sponsors, L.L.C.
     (the  "Partnership").  The  purpose  of  the  Partnership  is  to develop a
     bioresorbable  drug-eluting cardiovascular stent for the advanced treatment
     of  coronary artery disease. The Company and TissueGen agreed to co-license
     certain  intellectual  property  to  the  Partnership for a 49.9% and 51.1%
     interest,  respectively,  in  the  Partnership.  In addition to its license
     contribution,  Endovasc  is  required  to purchase a convertible promissory
     note  from  the  joint venture in the maximum principal amount of $150,000.
     The  convertible  promissory  note is convertible at Endovasc's option into
     Class  B  Membership  interests  in  the  Partnership.


                                      F-31
<PAGE>