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, 2004
                       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
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                (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 $71,000.

     The  aggregate  market  value of the voting stock held by non-affiliates of
the  Company  was  $7,300,594 as of September 15, 2004, based on the average bid
and  asked  price  of  $0.12  per  share  as  of  that  date.

     There  were 72,553,634 shares of Common Stock, $.001 par value, outstanding
as  of  September 15, 2004 and there were 14,158,593 shares of Series NDC Common
Stock,  $.001  par  value,  outstanding as of September 15, 2004.  Additionally,
there  were  208 shares of Series A Convertible Preferred Stock, $.001 par value
per  share,  outstanding  as  of  September  15,  2004.


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                                TABLE OF CONTENTS

PART I

   Item 1   Business                                                           3

   Item 2   Properties                                                        10

   Item 3   Legal Proceedings                                                 10

   Item 4   Submission of Matters to a Vote of Security Holders               11


PART II

   Item 5   Market for Registrant's Common Equity and Related Stockholder
            Matters                                                           11

   Item 6   Management's Discussion and Analysis or Plan of Operation         12

   Item 7   Financial Statements                                              14

   Item 8   Changes in and Disagreements With Accountants on Accounting
            and Financial Disclosure                                          14

   Item 8A  Controls and Procedures                                           15


PART III

   Item 9   Directors, Executive Officers; Promoters and Control Persons;
            Compliance with Section 16(a) of The Exchange Act and the
            Code of Ethics                                                    15

   Item 10  Executive Compensation                                            16

   Item 11  Security Ownership of Certain Beneficial Owners and
            Management and Related Stockholder Matters                        18

   Item 12  Certain Relationships and Related Transactions                    20

   Item 13  Exhibits                                                          20

   Item 14  Principal Accountant Fees and Services                            21


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                                     PART I


Item 1. 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 former Chairman,
David P. Summers, to pursue a plan of reorganization that would allow us 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,  our  Board  of Directors and holders of shares
representing  a  majority  of the voting rights of the outstanding shares of our
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  December  16,  2003,  a  special  meeting  of the Board of Directors of
Endovasc,  Inc,  was  called  by  the former Chairman David P. Summers.  At this
meeting  Dr.  Diane  Dottavio,  Ph.D.  was  nominated  and  elected  to serve as
President  and  Chief  Executive  Officer of the Company for the coming year, as
reported  on  the  December  31,  2003  8-K.

     We  have  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(TM),  Angiogenix(TM) 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 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.


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LIPROSTIN(TM)  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(TM)  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(TM), 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(TM)  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 II clinical trials of Liprostin(TM),
and are preparing for Phase III clinical trials for Critical Limb Ischemia (CLI)
in a large patient base including clinical sites in the U.S., Europe and Mexico.

     We  have  protected  our  proprietary  rights  to  Liprostin(TM) 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.

ANGIOGENIX(TM)

     Our  Angiogenix(TM)  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.


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     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.

NDC SUBSIDIARY

     In June of 2003 the Board of Directors approved a nutraceutical subsidiary,
named  Nutraceutical  Development Corporation (NDC) for the purpose of expanding
our  product line into the nutraceutical industry.  We have one patented product
which  has  been transferred to a major nutraceutical manufacturer.  The product
is  currently  under development with a potential release date of December 2004.

JOINT VENTURE AGREEMENTS

     Effective  August  12, 2003, we entered into a joint venture 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  an  initial  49.9%  and  51.1%  interest,
respectively,  in  the Partnership.  In addition to its license contribution, we
are  required  to purchase a convertible promissory note from the Partnership in
the  maximum  principal  amount of $150,000.  The convertible promissory note is
convertible  at our option into Class B Membership interests in the Partnership.
As of June 30, 2004 we have not purchased the promissory note.

     In November 2003, we entered into a joint venture agreement with TissueGen,
Inc.   and   Dr.  Nathan  Blumberg  named  Endovasc-TissueGen-Blumberg  Research
Sponsors,  L.L.C.  (the "Joint Venture"). The purpose of the Joint Venture is to
develop biodegradable stents for ureteral and prostate applications. The Company
and  TissueGen  agreed  to co-license certain intellectual property to the Joint
Venture  for  an  initial  39.9%  and 50.1% interest, respectively, in the Joint
Venture.  Dr.  Blumberg  owns  the  remaining  10%  interest. In addition to its
license  contribution, we are required to purchase a convertible promissory note
from  the  Joint  Venture in the principal amount of approximately $137,000. The
convertible promissory note is convertible at our option into Class B membership
interests  in  the Joint Venture. As of June 30, 2004, we have not purchased the
promissory  note.


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DISTRIBUTION METHODS

     Upon  receipt  of  necessary  governmental regulatory consent, we intend to
distribute  products  utilizing  our  Liprostin(TM), 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

     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


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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.

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 involve 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.


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     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 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(TM)  and  Angiogenix(TM).  We are conducting clinical trial testing of
Liprostin(TM)  and  Angiogenix(TM)  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, we
determined  to  proceed  to Phase III clinical trials as suggested by the FDA in
late 1999.  An IND and protocol for a Phase III, "Randomized, multi-center study
of  Liposomal prostaglandin E1 (Liprostin(TM)) and Angiogenix(TM) in conjunction
with  percutaneous  transluminal  angioplasty  in  patients  with  critical limb
ischemia"  was  filed with the FDA in August 2001.


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Concurrently,  we  conducted  a  series  of  Phase  II  trials.  The  IND  for
Angiogenix(TM)  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,  we  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 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  2005.

     In  addition,  we  are  conducting  feasibility  studies  with  prospective
strategic  partners to find practical  collaborative  products that  incorporate
Liprostin(TM) and Angiogenix(TM) 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(TM) 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(TM) compound for use in
the Nutraceutical Field.  Our finding in mice demonstrate that when fed very low
doses  of  the Angiogenix(TM), 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 we 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.  We 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  us  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.  In October, 2004, the contract we have with
basic  Research,  LLC,  will  become  non-exclusive.


                                        9
<PAGE>
EMPLOYEES

     As of June 30, 2004, we employed seven full time employees and two contract
consultants.  None  of  our  employees  are  subject  to a collective bargaining
agreement and we believe that our relations with our employees are good.

Item 2. PROPERTY.

     We  maintain  6,800  square  feet  of  executive  offices  and research and
development facilities at 550 Club Drive Suite 440, Montgomery, Texas 77316.  In
May  of  2003  we  entered into a lease agreement for five years at an aggregate
monthly rental rate of $11,379 per month.

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

Item 3. LEGAL PROCEEDINGS

     In  March  2003,  Francis  C.  Pizzulli ("Pizzulli") filed a lawsuit styled
Geotermica,  LTD.,  Francis  C.  Pizzulli,  Inc.,  and  Francis  C. Pizzulli vs.
Endovasc,  Inc.,  against  Endovasc and others in the Los Angeles Superior Court
Case  No.  BC291463  seeking damages for alleged breach of contract, damages for
alleged  misrepresentations,  and  to invalidate a merger/reverse stock split of
Endovasc  Inc.  We  denied  any  and  all liability in the lawsuit.  Without the
admission  of any liability by either Pizzulli or Endovasc, in February 2004, we
agreed to issue to Pizzulli 500,000 shares of common stock of the Company valued
at  $125,000to  settle  the  lawsuit.

     On  August  28,  2003,  Cause  No.  03-08-0681-CV,  styled The Dow Chemical
Company  vs.  Endovasc  Inc.,  was  filed  against  us  in the District Court of
Montgomery County, Texas, 359th Judicial District.  Dow Chemical Company ("Dow")
filed a complaint against us for an alleged breach of contract and damages.  The
amount  of  damages  sought  is  approximately  $230,000.  This  case  is  being
vigorously defended against the allegations made by Dow.  We have also filed our
own  counter-claim  against Dow for breach of contract and damages.  On June 30,
2004  a  prediction  cannot be made as to the final outcome of the complaint and
damages allegedly owed to Dow or to Endovasc.  As a result, no amounts have been
accrued  for  this  contingency.

     On  November  7,  2003, Cause No. 03-11-08112-CV, styled Greg Creekmore vs.
Endovasc,  Inc.  and  Endovasc, LTD., Inc., was filed against the Company in the
District  Court  of  Montgomery  County,  Texas,  284th Judicial District.  Greg
Creekmore ("Creekmore") filed a complaint against Endovasc for alleged breach of
an employment contract between the parties.  Creekmore seeks payment of $114,000
plus  interest, 1 million shares of Endovasc's common stock and reimbursement of
court  costs  including  reasonable attorney's fees allowed by law. This case is
being  vigorously  defended  against the allegations made by Creekmore.  On June
30,  2004,  a prediction cannot be made as to the final outcome of the complaint
and  damages  allegedly  owed  to  Creekmore.  As a result, no amounts have been
accrued  for  this  contingency.

     On  January  13, 2004, Case No. H-03-5226,  styled Lorenz M. Hofmann, Ph.D.
and  LMH  Associates,  Inc.  vs.  Endovasc, LTD., Inc., Endovasc, Inc., David P.
Summers,  Ph.D.  and  M.  Dwight  Cantrell  was filed against the Company in the
United  States  District  Court  for  the  Southern  District  of  Texas Houston
Division.  Lorenz  M.  Hofmann,  Ph.D.  and LMH Associates, Inc. ("LMH") filed a
complaint  against  us  for  alleged  breach of contract and damages.  LMH seeks
payment  of  $91,859.  This  case  is  being  vigorously  defended  against  the
allegations  made by LMH.   We have also filed our own counter-claim against LMH
for  breach  of  contract and damages.  On June 30, 2004, a prediction cannot be
made as to the final outcome of the complaint and damages allegedly owed to LMH.
As a result, no amounts have been accrued for this contingency.


                                       10
<PAGE>
     During  the  year  ended  June  30,  2004,  a  counterclaim  under cause No
03-04-02939-CV  (AAA  Arbitration  no.  79-181-0037-03TMS),  styled  Marco  D.
Carnevale  vs.  Endovasc  Corporation was filed against us in the 359th Judicial
District Court of Montgomery County, Texas.  Carnevale filed a complaint against
us  for  alleged  breach  of contract and damages.  Without the admission of any
liability,  subsequent  to June 30, 2004, we agreed to issue to Carnevale $33 of
cash or shares of common stock of the Company valued at $33 to settle the claim.

     We are subject to certain other 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 SECURITY HOLDERS.

     None.

                                     PART II

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

     Our 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 our 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, 2004              .33              .14
March 31, 2004             .39              .19
December 31, 2003          .33              .25
September 30, 2003         .54              .25
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
</TABLE>

As  of  June  30,  2004,  we  have  approximately  7,800  record  and beneficial
stockholders.

DIVIDEND  POLICY

     Endovasc  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 our earnings, financial condition, capital requirements and
other  conditions.

     On  April  1,  2003  in  conjunction  with  our 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.


                                       11
<PAGE>
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.

     During  the year ended June 30, 2004 we received $1,223,256 for the sale of
7,615,737  restricted  shares  of  common  stock  from  one investor pursuant to
Regulation  S  of the Act.  A net of 8% commission was paid on this transaction.

Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     The  statements  contained  in  this prospectus that are not historical are
forward-looking  statements,  including  statements  regarding our expectations,
intentions,  beliefs  or  strategies  regarding  the  future.  Forward-looking
statements  include  our  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 us on the date
hereof,  and  the  we  assume  no  obligation to update any such forward-looking
statement.  It  is  important  to  note  that  our  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

     We  account  for employee stock options using the intrinsic value method in
accordance  with  Accounting Principles Board Opinion ("AFB") No. 25, Accounting
for  Stock  Issued to Employees, and has adopted the disclosure-only alternative
of  SFAS  No.  123,  Accounting  for  Stock-Based  Compensation-Transition  and
Disclosure.  Under the intrinsic value method, we have only recorded stock-based
compensation resulting from options granted at below fair market value.


                                       12
<PAGE>
CONCENTRATION OF CREDIT RISK

     Our  financial  instruments that potentially subject us 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  our  accounts  receivable  outstanding  at  June  30,  2004.


RESULTS OF OPERATIONS

     We  are  in  the  development stage and have had limited operating revenues
since our inception on June 10, 1996.  From June 10, 1996 through June 30, 2004,
we  had  an  accumulated  deficit  $25,593,000.

     Endovasc  filed  an  Investigational  New  Drug  (IND)  application  for
Liprostin(TM)  in  October  1999.  In  support of the application a protocol was
submitted  for  the  use  of  Liprostin(TM)  in combination with angioplasty for
patients suffering from intermittent claudication or critical limb ischemia.  In
accordance with this protocol, a small pilot study was conducted in 2003.  Based
on  this  pilot  study,  a new protocol was designed and submitted to the FDA in
September  2003  for  a  Phase  II  clinical  trial for patients with Peripheral
Arterial Occlusive Disease who are not candidates for angioplasty.

     The  Phase  II  clinical  trial  consisting of 73 patients was initiated in
December  2003  and  concluded  in  August  2004.  The results of this trial for
peripheral  arterial  occlusive disease will be presented to the FDA in the fall
of 2004.  We intend to move forward with Phase III in the first quarter of 2005.

     In  November 2000, we submitted an application for consideration of a major
research  grant for animal studies of Nicotine Receptor Agonist.  In April 2001,
we were 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  us  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.  Due to delays pertaining to the animal research,
extensions  were  granted  until  October  2004.

     We  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(TM).   We also
sponsored  research  which was completed during the fiscal year 2004.  The first
was  conducted  by  Dr. Yong-Jian Geng at the Texas Heart Institute to study the
effects  of  nicotine on stem cell development.  The second was conducted by Dr.
Liping  Tang  at  the  University  of  Texas  at  Arlington,  Texas to study the
angiogenic  effect  of  a  new  nicotine  delivery system in two mouse models of
ischemia.  Currently  we  are focusing our research on alternative site-specific
delivery  methods  for  our  drug  candidates.

     In September 2003, the Company's Board of Directors authorized the creation
of a new class of common stock, called Series NDC common stock, $0.001 par value
per  share,  whose rights and distributions would be based on the performance of
NDC.  During  the  twelve  months  ended  June  30,  2004,  the Company issued a
dividend of one share of the Series NDC common stock for each four shares of the
Company's  common  stock.  As  of  June  30, 2004, 14,158,593 shares of Endovasc
Series  NDC  common  stock  were  issued  and  outstanding.

     During  the  fiscal year ended June 30, 2004, our net revenues decreased to
$71,000  compared  with  revenues of $287,000 for the previous fiscal year ended
June  30,  2003.  The decrease in revenue is the result of fewer billings toward
research  grants.


                                       13
<PAGE>
     During  the  fiscal year ending June 30, 2004 and 2003, costs and operating
expenses  were  $4,779,000  and $9,965,000, respectively.  The decrease in costs
and  operating  expenses  for the year is primarily due to the decrease in stock
based  compensation.

     Cash flows used in operating activities for the fiscal year ending June 30,
2004  increased  $509,000 to $1,987,000, compared to $1,478,000 for the previous
fiscal  year ending June 30, 2003, primarily due to the increase in cash used to
fund research and development and clinical trials, and a reduction in the use of
stock  based  compensation  to  consultants.

     Interest  expense  decreased  for  the  fiscal year ending June 30, 2004 by
$38,000.  This  was  primarily  due  to  a  decrease  in  the  average  balance
outstanding of capital leases and notes payable to financial institutions during
the  year  ended  June  30,  2004.

     Research and development expenses totaled $1,647,000 during the fiscal year
ending  June  30,  2004, a decrease of $1,162,000 from $2,809,000 for the fiscal
year  ended  June  30,  2003. This decrease is due primarily to our focus on the
clinical  trials  of  only  one of our major products during the year ended June
30, 2004.

LIQUIDITY AND CAPITAL RESOURCES

     We  had a working capital deficit on June 30, 2004 of $425,000, compared to
a  working  capital  deficit  of  $541,000  at  June 30, 2003. This decrease was
primarily due to a reduction of short term notes payable to shareholders.

     Endovasc requires significant additional funds to enable it to continue its
Liprostin(TM)  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.

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


OFF BALANCE SHEET ARRANGEMENTS

     None.

Item 7.   FINANCIAL STATEMENTS

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


Item 8.   CHANGES IN OR DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

     None.


                                       14
<PAGE>
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, 2004
that  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 AND THE CODE OF ETHICS

     Our  executive  officers,  directors  and  key employees and their ages and
positions with us as of June 30, 2004 are as follows:

<TABLE>
<CAPTION>
Name                   Age              Position               Period Officer/Director/Key Employee
---------------------------------------------------------------------------------------------------
<S>                    <C>  <C>                                <C>
Diane Dottavio, Ph.D.   58  President/Chief Executive Officer          March 2000 - present
                            Chairman of the Board

M. Dwight Cantrell      58  Chief Financial Officer,                   January 1997 - present
                            Treasurer and Director

Robert Johnson          33  Vice President of Business                 February 2003 - present
                            Development
</TABLE>


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

     Dr.  Diane  Dottavio  serves  as our President, Chief Executive Officer and
Chairman  of  the Board of Directors.  Dr. Dottavio served as our Vice President
of  Research and Development from March 2000 to December 2003.  Prior to joining
us  in  March  of  2000, Dr. 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 1996 to 2001.  Dr. 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 has served as our Chief Financial Officer, Treasurer and
Director  since 1997.  He has an extensive background in the banking and venture
capital  markets  and  is  a  member  of  the  Association  of Biotech Financial
officers.

     Robert  Johnson  has  served  as our Vice President of Business Development
since  February  2003.  He  has  over  11  years  of progressive experience in a
corporate  and  franchise  business  environment. From 1992 to 2003, Mr. Johnson
held  several  management  positions  with  the  Alderwoods  Group  Inc.

     Our Directors are elected for a three 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.  We have no
standing  committees.


                                       15
<PAGE>
     Directors  receive  no salary for their services and receive no fee from us
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

Based  solely  upon  a review of Forms 3 and 4 submitted to us during the fiscal
year  ending  June 30, 2004, we believe that all reporting persons have complied
with  the  reporting  requirements  of  Section  16(a)  of  the  Exchange  Act.

CODE OF ETHICS

We  have  adopted  a  Code  of  Ethics  for  our  Principal Executive and Senior
Financial  Officers  which  is  attached  hereto  as  Exhibit  14.1.

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, 2004, 2003 and 2002.  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
                                                       -----------------------  --------
                                                                    SECURITIES
                                              OTHER                   UNDER-                 ALL
                                             ANNUAL    RESTRICTED     LYING                 OTHER
     NAME AND                                 COMP-       STOCK      OPTIONS      LTIP      COMP-
     PRINCIPAL             SALARY   BONUS   ENSATION     AWARDS        SARS     PAYOUTS   ENSATION
     POSITION        YEAR     $       $         $           $           #          $          $
-------------------  ----  -------  ------  ---------  -----------  ----------  --------  ---------
<S>                  <C>   <C>      <C>     <C>        <C>          <C>         <C>       <C>
Summers, David P.    2004   44,000     -0-        -0-          -0-         -0-       -0-        -0-
President/CEO        2003   82,000     -0-     44,000          -0-         -0-       -0-        -0-
Chairman of the      2002   79,000     -0-        -0-          -0-         -0-       -0-        -0-
Board


-------------------  ----  -------  ------  ---------  -----------  ----------  --------  ---------
Dottavio, Diane      2004   72,399     -0-        -0-          -0-         -0-       -0-        -0-
President/CEO        2003   72,000     -0-     65,100          -0-         -0-       -0-        -0-
Chairman of the      2002   25,915     -0-     55,160          -0-         -0-       -0-        -0-
Board


-------------------  ----  -------  ------  ---------  -----------  ----------  --------  ---------
Cantrell, M. Dwight  2004   72,199     -0-        -0-          -0-         -0-       -0-        -0-
Chief Financial      2003   72,000     -0-     35,020          -0-         -0-       -0-        -0-
Officer/Treasurer    2002   72,000     -0-        -0-          -0-         -0-       -0-        -0-

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


                                       16
<PAGE>
---------------------------------------------------------------------------------------------------
Johnson, Robert      2004    7,596     -0-     72,000       54,612         -0-       -0-        -0-
Vice President of
Business
Development
---------------------------------------------------------------------------------------------------
</TABLE>


STOCK OPTION PLANS

     In  May 2002, we adopted the 2002 Directors, Officers and Consultants Stock
Option,  Stock  Warrant  and  Stock  Award  Plan  (the  "Plan").  The  Plan  was
discontinued  in  May  2003,  for  new  issuances  but  still  has  339,252
options/warrants  outstanding  under  the  Plan.  The purpose of the Plan was 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 was 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 would
equal  15%  of  the  total  number of issued and outstanding common stock of the
Company,  the aggregate number of shares of common stock that could be optioned,
subject to conversion or issued under the Plan was 18,750,000 which has not been
adjusted for the 40 to 1 reverse split of the Company's common stock.

     The  maximum  term  of  options  granted  under the 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 could be granted under the Plan.  The terms of these
issuances  were  determined  based  on  the  sole  discretion  of  the Company's
Compensation  Committee,  and  the  Board  of  Directors.  As  of June 30, 2004,
3,068,990  options/warrants  have  been  issued  under  the  Plan.

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

     As  of  June 30, 2004, 2,850,758 shares of common stock or options/warrants
have  been  issued  under  the  2003  Plan.

OPTION/SAR GRANT

     We  did  not  grant any options or SARS to any of our directors or officers
during  the  year  ended  June  30,  2004.


                                       17
<PAGE>
<TABLE>
<CAPTION>
             AGGREGATE OPTIONS EXERCISED IN LAST FISCAL YEAR
                    AND FISCAL YEAR END OPTION VALUES

-----------------------------------------------------------------------
                                NUMBER OF
                               UNEXERCISED
                                SECURITIES
           SHARES               UNDERLYING      VALUE OF UNEXERCISED
          ACQUIRED            OPTIONS AT FYE   IN THE MONEY OPTIONS AT
             ON      VALUE     EXERCISABLE/        FISCAL YEAR END
NAME      EXERCISE  REALIZED  UNEXERCISABLE   EXERCISABLE/UNEXERCISABLE
--------  --------  --------  --------------  -------------------------
<S>       <C>       <C>       <C>             <C>
Summers        -0-       -0-             -0-                        -0-
--------  --------  --------  --------------  -------------------------
Dottavio       -0-       -0-             -0-                        -0-
-----------------------------------------------------------------------
</TABLE>

Long-term Incentive Plan Awards Table

We  issued  no long-term incentive plan awards to any of our officers during the
year  ended  June  30  2004.

Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

Securities authorized for issuance under equity compensation plans.

The following table reflects all equity compensation plans to date that have not
been approved specifically by security holders. We have a Stock and Stock Option
Plan  and  several Individual Compensation Arrangements established by the Board
of  Directors.

<TABLE>
<CAPTION>
============================================================================================
                             EQUITY COMPENSATION PLAN INFORMATION
--------------------------------------------------------------------------------------------
                                                                       NUMBER OF SECURITIES
                                                                       REMAINING AVAILABLE
                                                                       FOR FUTURE ISSUANCE
                       NUMBER OF SECURITIES                                UNDER EQUITY
                         TO BE ISSUED UPON       WEIGHTED-AVERAGE       COMPENSATION PLANS
                            EXERCISE OF         EXERCISE PRICE OF     (EXCLUDING SECURITIES
                       OUTSTANDING OPTIONS,    OUTSTANDING OPTIONS,    REFLECTED IN COLUMN
                        WARRANTS AND RIGHTS    WARRANTS AND RIGHTS             (a)

PLAN CATEGORY                   (a)                    (b)                     (c)
---------------------  ---------------------  ----------------------  ----------------------
<S>                    <C>                    <C>                     <C>
Equity compensation
plans approved by                    339,252  $                 1.30               9,660,748
security holders
---------------------  ---------------------  ----------------------  ----------------------
Equity compensation
plans not approved by                    -0-                     -0-                     -0-
security holders
---------------------  ---------------------  ----------------------  ----------------------
     TOTAL
============================================================================================
</TABLE>


     The  following  table  sets forth certain information at September 15, 2004
with  respect  to the beneficial ownership of shares of Common Stock by (1) each
person  who  owns  beneficially more than 5% of the outstanding shares of Common
Stock,  (2)  each  of our directors, (3) each of our executive officers, and (4)
all  of  our  executive  officers  and directors as a group. As of September 15,
2004,  we  had  72,553,634  shares  of  Common  stock-Endovasc Series issued and
outstanding  and  14,158,593  shares  of  Common  stock-NDC  Series  issued  and
outstanding.


                                       18
<PAGE>
<TABLE>
<CAPTION>
                                       SERIES
                                      ENDOVASC    PERCENT   SERIES NDC  PERCENT     TOTAL     PERCENT
NAME OF                                COMMON       OF       COMMON       OF       VOTING       OF
INDIVIDUAL OR GROUP (1)                STOCK     CLASS(2)    STOCK     CLASS(3)  INTERESTS   CLASS(4)
-----------------------------------  ----------  --------  ----------  --------  ----------  --------
<S>                                  <C>         <C>       <C>         <C>       <C>         <C>
5% STOCKHOLDERS

David P. Summers, Ph.D.
3158 Canterbury Lane
Montgomery, TX 77356 (5)              7,449,206    10.27%   2,450,131     17.3%   9,899,337    11.42%

INDIVIDUAL DIRECTORS,
OFFICERS AND NOMINEES

Diane Dottavio, Ph.D.
Chief Executive Officer, Director       984,144     1.36%     234,786      1.7%   1,218,930     1.41%

M. Dwight Cantrell
Chief Financial Officer, Treasurer
and Secretary, Director (6)           3,689,828     5.09%     953,171      6.7%   4,642,999     5.35%

Robert G. Johnson
Vice President, Business
Development                             419,262      .58%      18,458       .1%     437,720      .50%

ALL OFFICERS AND
  DIRECTORS AS A GROUP                5,093,234     7.02%   1,206,415     8.52%   6,299,649     7.27%
</TABLE>

     (1)  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.

     (2)  Based  upon  72,553,634  shares  of  Common  stock-Endovasc  Series
outstanding  as  of  September  15,  2004,  assuming  no  other  changes  in the
beneficial  ownership  of  our  securities.

     (3)  Based upon 14,158,593 shares of Common stock-NDC Series outstanding as
of  September 15, 2004, assuming no other changes in the beneficial ownership of
our  securities.

     (4) Based upon the total shares of common stock outstanding as of September
15, 2004 of 86,712,227, assuming no other changes in the beneficial ownership of
our  securities.

     (5)  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.

     (6)  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.


                                       19
<PAGE>
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     As of June 30, 2004, 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, 2003, the former Chief Executive Officer of
the  Company  advanced  $793,000 to the Company in the form of a note payable to
stockholder  and received $171,000 for partial repayment of this note payable to
stockholder.  During  the  year  ended June 30, 2004, the former Chief Executive
Officer  of the Company advanced an additional $205,000 to the Company under the
existing  note  payable  which  had  a  balance of $680,000 as of June 30, 2003.
During  the  year  ended  June 30, 2004, the Company repaid $885,000 of the note
through a $49,000 cash payment to the shareholder, payments totaling $149,000 on
behalf of the shareholder to third parties, and through issuance of common stock
with  a  value  of $687,000. The balance of this note of $-0- and $680,000 as of
June 30, 2004 and 2003, respectively, is due on demand, non-interest bearing and
is  not  collateralized.

     During  the  year  ended June 30, 2004, the current Chief Executive Officer
and  the Chief Financial Officer of the Company advanced the Company $55,000 and
$50,000  respectively.  The  balances  of the notes of $55,000 and $50,000 as of
June  30,  2004  are  due  on  demand,  non-interest  bearing  and  are  not
collateralized.

     During  the year ended June 30, 2004, a stockholder of the Company advanced
the  Company  $185,000.  The balance outstanding at June 30, 2004 of $185,000 is
due  on  demand,  non-interest  bearing  and  is  not  collateralized.


<TABLE>
<CAPTION>
Item 13. EXHIBITS

     (a)  INDEX TO EXHIBITS

<S>       <C>
          Exhibit No.    Exhibit

                         14.1     Code of Ethics For Principal Executive and Senior
                                  Financial Officers

                         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
</TABLE>


                                       20
<PAGE>
(b)  Reports on Form 8-K:

     As  noted in the Form 8-K filed May 18, 2004, on April 27, 2004 the Company
terminated  its  agreement with MIV Therapeutics, Inc.  The Company entered into
an  agreement  with  MIV  Therapeutics  in November, 2002, to develop Endovasc's
Angiogenix(TM)  and a biodegradable stent.  Under this agreement the Company was
to  contribute  certain  technology  while  MIV Therepautics Inc, was to provide
funding  for  the  research.  On  November  17, 2003, MIV Therepautics, Inc. was
placed  on  notice  that  they  were in default in the funding of the agreement;
because  of  this  default,  Endovasc, Inc did not transfer the technology.  MIV
Therepeutics, Inc. has not been able to cure this default, and the agreement was
terminated  April  27,  2004.

     As  noted  in  the  Form  8-K filed June 4, 2004, on Wednesday May 26, 2004
David  P.  Summers tendered his resignation, in writing, from all positions with
Endovasc,  Inc.,  effective  close of the business day, May 27, 2004.  A special
meeting  of  the  Board  of  Directors  was  duly noticed, called and held.  The
resignation  of  Dr.  David  P.  Summers was accepted by the Board of Directors,
effective  May  27,  2004.

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

     Ham,  Langston  &  Brezina billed us in the aggregate amount of $48,000 and
$54,000  for  professional  services  rendered  for  their  audit  of our annual
financial  statements  and their reviews of the financial statements included in
our  Forms  10-KSB  for  the  years  ended  June  30,  2004  and  June 30, 2003,
respectively.

AUDIT RELATED FEES

     Ham,  Langston  &  Brezina  did  not  bill us for, nor perform professional
services  rendered  for  assurance  and  related  services  that were reasonably
related  to  the  performance  of  audit  or  review  of the Company's financial
statements  for  the  years  ended  June 30, 2004 and June 30, 2003 but were not
reportable  as  audit  fees.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

     For the fiscal years ended June 30, 2004 and June 30, 2003, Ham, Langston &
Brezina  did  not  bill  us  for, nor perform, any financial information systems
design or implementation.  For the fiscal years ended June 30, 2004 and June 30,
2003,  we  were  not  billed for professional services from any other accounting
firm  for  information  systems  design  or  implementation.

TAX FEES

     Ham,  Langston  &  Brezina  did  not  bill  us  for professional accounting
services rendered for tax related services for the years ended June 30, 2004 and
June  30,  2003.

ALL OTHER FEES

     We  were  not billed for any other professional accounting services for the
fiscal  years  ended  June  30,  2004  and  2003.


                                       21
<PAGE>
AUDITOR INDEPENDENCE

     Our  Board  of  Directors  considers  that the work done for us in the year
ended  June  30,  2004 by Ham, Langston & Brezina is compatible with maintaining
Ham,  Langston  &  Brezina's  independence.


                                        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 13, 2004                   By: /s/ Diane Dottavio
                                          ---------------------------
                                          Diane Dottavio, Ph.D.
                                          Chief Executive Officer and
                                          Chairman of the Board

     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 13, 2004                   /s/ Diane Dottavio
                                          ---------------------------
                                          Diane Dottavio, Ph.D.
                                          Chief Executive Officer and
                                          Chairman of the Board


Date:  October 13, 2004                   /s/ M. Dwight Cantrell
                                          ---------------------------
                                          M. Dwight Cantrell
                                          Chief Financial Officer and
                                          Director


                                       22
<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, 2004 AND 2003,
                AND FOR THE PERIOD FROM INCEPTION, JUNE 10, 1996,
                                TO JUNE 30, 2004




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

                                                                         PAGE(S)
                                                                         -------

Report of Independent Accountants                                          F-2

Financial Statements:

  Balance Sheet as of June 30, 2004 and 2003                               F-3

  Statement of Operations for the years ended June 30, 2004
    and 2003, and for the period from inception, June 10,
    1996, to June 30, 2004                                                 F-4

  Statement of Stockholders' Deficit for the years ended
    June 30, 2004 and 2003, and for the period from inception,
    June 10, 1996, to June 30, 2004                                        F-5

  Statement of Cash Flows for the years ended June 30, 2004
    and 2003, and for the period from inception, June 10, 1996,
    to June 30, 2004                                                      F-11

Notes to Financial Statements                                             F-12



                                      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,  2004  and 2003, 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, 2004.
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 standards of the Public Company
Accounting  Oversight  Board  (United  States).  Those standards require that we
plan  and  perform  the  audits 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,
2004  and  2003,  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,
2004,  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,  2004,  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 30, 2004


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                                 ENDOVASC, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                                  BALANCE SHEET
                             JUNE 30, 2004 AND 2003
                                  -----------
                        (IN THOUSANDS, EXCEPT SHARE DATA)


          ASSETS                                                     2004       2003
          ------                                                   ---------  ---------
<S>                                                                <C>        <C>
Current assets:
  Cash and cash equivalents                                        $    116   $    120
  Accounts receivable                                                    22         98
  Other current assets                                                  375        365
                                                                   ---------  ---------

    Total current assets                                                513        583

Property and equipment, net                                             114        175
Other assets, net                                                       102        112
                                                                   ---------  ---------

      Total assets                                                 $    729   $    870
                                                                   =========  =========

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

Current liabilities:
  Current maturities of long-term debt                             $     52   $     41
  Current portion of obligations under capital leases                    30         47
  Notes payable to shareholders                                         290        680
  Accounts payable                                                      539        339
  Accrued liabilities                                                    27         17
                                                                   ---------  ---------

    Total current liabilities                                           938      1,124

Long-term debt, net of current maturities                                 -         29
Long-term obligations under capital leases                               28         58
Convertible debentures                                                    1          1
Deferred liabilities                                                     53          -
                                                                   ---------  ---------

      Total liabilities                                               1,020      1,212
                                                                   ---------  ---------

Commitment and contingencies

Stockholders' deficit:
  Common stock, $.001 par value, 200,000,000 shares authorized
    Common stock-Endovasc Series, 70,203,634 and 50,933,138
      shares issued and outstanding at June 30, 2004 and 2003,
      respectively                                                       70         51
    Common stock-NDC Series, 14,158,593 and -0- shares issued
      and outstanding at June 30, 2004 and 2003, respectively            14          -
  Preferred stock, $.001 par value, 20,000,000 shares authorized,
    208 and 330 shares of Series A 8% cumulative convertible
    preferred stock issued and outstanding at June 30, 2004 and
    2003, respectively, stated value $100 per share                       -          -
  Additional paid-in capital                                         25,218     20,521
  Losses accumulated during the development stage                   (25,593)   (20,914)
                                                                   ---------  ---------

    Total stockholders' deficit                                        (291)      (342)
                                                                   ---------  ---------

      Total liabilities and stockholders' deficit                  $    729   $    870
                                                                   =========  =========
</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, 2004 AND 2003 AND
         FOR THE PERIOD FROM INCEPTION, JUNE 10, 1996, TO JUNE 30, 2004
                                   __________
                        (IN THOUSANDS, EXCEPT SHARE DATA)


                                                          YEAR ENDED
                                                  --------------------------    INCEPTION
                                                    JUNE 30,      JUNE 30,     TO JUNE 30,
                                                      2004          2003          2004
                                                  ------------  ------------  -------------
<S>                                               <C>           <C>           <C>
Income:
  Revenue                                         $        71   $       287   $      1,127
  Interest income                                           1             1             30
  Other income                                              -            33             47
                                                  ------------  ------------  -------------

    Total income                                           72           321          1,204
                                                  ------------  ------------  -------------

Costs and expenses:
  Operating, general and administrative expenses        3,115         7,101         16,131
  Research and development costs                        1,647         2,809          9,457
  Interest expense                                         17            55            644
  Settlement with former employee                           -             -            408
                                                  ------------  ------------  -------------

    Total costs and expenses                            4,779         9,965         26,640
                                                  ------------  ------------  -------------

Loss attributed to minority interest                       28             -             28
                                                  ------------  ------------  -------------

Net loss before extraordinary item                     (4,679)       (9,644)       (25,408)

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

Net loss                                          $    (4,679)  $    (9,644)  $    (25,535)
                                                  ============  ============  =============

Net loss available to common stockholders         $    (4,679)  $    (9,684)
                                                  ============  ============

Weighted average shares outstanding                76,721,885    37,774,518
                                                  ============  ============

Basic and diluted net loss per common share       $     (0.06)  $     (0.26)
                                                  ============  ============
</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, 2004 AND 2003, AND
                                 FOR THE PERIOD FROM INCEPTION, JUNE 10, 1996 TO JUNE 30, 2004
                                                          __________
                                               (IN THOUSANDS, EXCEPT SHARE DATA)


                                COMMON STOCK       COMMON STOCK       SERIES A         SERIES B         SERIES C
                               ENDOVASC SERIES      NDC SERIES     PREFERRED STOCK  PREFERRED STOCK  PREFERRED STOCK ADDITIONAL
                              ------------------  ---------------  ---------------  ---------------  ---------------  PAID-IN
                              AMOUNT    SHARES    AMOUNT   SHARES  AMOUNT   SHARES  AMOUNT   SHARES  AMOUNT   SHARES  CAPITAL
                              -------  ---------  -------  ------  -------  ------  -------  ------  -------  ------  --------
<S>                           <C>      <C>        <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, 2004 AND 2003, AND
                                 FOR THE PERIOD FROM INCEPTION, JUNE 10, 1996 TO JUNE 30, 2004
                                                           __________
                                               (IN THOUSANDS, EXCEPT SHARE DATA)


                              COMMON STOCK      COMMON STOCK       SERIES A        SERIES B        SERIES C
                             ENDOVASC SERIES     NDC SERIES    PREFERRED STOCK PREFERRED STOCK PREFERRED STOCK ADDITIONAL
                            ------------------  --------------  --------------  --------------  --------------  PAID-IN   TREASURY
                            AMOUNT    SHARES    AMOUNT  SHARES  AMOUNT  SHARES  AMOUNT  SHARES  AMOUNT  SHARES  CAPITAL     STOCK
                            ------  ----------  ------  ------  ------  ------  ------  ------  ------  ------  -------  ---------
<S>                         <C>     <C>         <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, 2004 AND 2003, AND
                              FOR THE PERIOD FROM INCEPTION, JUNE 10, 1996 TO JUNE 30, 2004
                                                        __________
                                            (IN THOUSANDS, EXCEPT SHARE DATA)


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

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

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

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

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

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

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

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

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

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

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

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

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


                                                      LOSSES
                                                    ACCUMULATED
                             ADDITIONAL             DURING THE
                              PAID-IN    TREASURY   DEVELOPMENT
                              CAPITAL     STOCK        STAGE       TOTAL
                              --------  ---------  -------------  -------
<S>                           <C>       <C>        <C>            <C>
Conversion of preferred
  stock to common stock           (16)         -              -        -

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

Issue of common stock as
  payment of dividends on
  preferred stock                  64          -              -       65

Conversion of note payable
  to shareholder to common
  stock                           439          -              -      443

Issue of common stock for
  cash                              6          -              -        6

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

Balance at June 30, 2001        8,121        (17)        (8,729)    (585)

Exchange of common and trea-
  sury stock for Series B
  preferred stock                  17          5              -        -

Issue of Series C preferred
  stock for services              210          -              -      210

Issue of common stock for
  services and financing
  costs                           875          -              -      889

Issue of common stock for
  lawsuit settlement              400          -              -      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, 2004 AND 2003, AND
                                  FOR THE PERIOD FROM INCEPTION, JUNE 10, 1996 TO JUNE 30, 2004
                                                            __________
                                                (IN THOUSANDS, EXCEPT SHARE DATA)


                                 COMMON STOCK        COMMON STOCK      SERIES A          SERIES B          SERIES C
                                ENDOVASC SERIES       NDC SERIES    PREFERRED STOCK   PREFERRED STOCK   PREFERRED STOCK ADDITIONAL
                             ---------------------  --------------  ---------------  -----------------  ---------------  PAID-IN
                             AMOUNT      SHARES     AMOUNT  SHARES  AMOUNT  SHARES   AMOUNT   SHARES    AMOUNT  SHARES   CAPITAL
                             -------  ------------  ------  ------  ------  -------  ------  ---------  ------  -------  --------
<S>                          <C>      <C>           <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, 2004 AND 2003, AND
                              FOR THE PERIOD FROM INCEPTION, JUNE 10, 1996 TO JUNE 30, 2004
                                                        __________
                                            (IN THOUSANDS, EXCEPT SHARE DATA)


                               COMMON STOCK       COMMON STOCK      SERIES A           SERIES B             SERIES C
                              ENDOVASC SERIES      NDC SERIES    PREFERRED STOCK    PREFERRED STOCK      PREFERRED STOCK
                            -------------------  --------------  ---------------  --------------------  -----------------
                            AMOUNT    SHARES     AMOUNT  SHARES  AMOUNT  SHARES   AMOUNT     SHARES     AMOUNT   SHARES
                            ------  -----------  ------  ------  ------  -------  -------  -----------  ------  ---------
<S>                         <C>     <C>          <C>     <C>     <C>     <C>      <C>      <C>          <C>     <C>
Issue of common stock for
  assets                         -     185,000        -       -       -       -        -            -        -         -

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

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

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

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

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

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

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

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

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

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

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

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

Balance at June 30, 2003        51  50,933,138        -       -       -     330        -            -        -         -


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

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

Conversion of preferred
  stock to common stock            (29)         -            -        -

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

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

Conversion of convertible
  debentures to common
  stock                            170          -            -      170

Conversion of liabilities
  to common stock                  726          -            -      727

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

Issue of common stock for
  exercise of warrants             610          -            -      613

Issue of common stock for
  cash                             446          -            -      447

Retirement of treasury
  stock                            (22)        22            -        -

Effect of a 6 to 5 for-
  ward stock split                  (8)         -            -        -

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

Balance at June 30, 2003        20,521          -      (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 STOCKHOLDERS' EQUITY (DEFICIT), CONTINUED
                                      FOR THE YEARS ENDED JUNE 30, 2004 AND 2003, AND
                               FOR THE PERIOD FROM INCEPTION, JUNE 10, 1996 TO JUNE 30, 2004
                                                         __________
                                             (IN THOUSANDS, EXCEPT SHARE DATA)


                                  COMMON STOCK          COMMON STOCK        SERIES A          SERIES B         SERIES C
                                 ENDOVASC SERIES         NDC SERIES      PREFERRED STOCK   PREFERRED STOCK  PREFERRED STOCK
                               -------------------  -------------------  ----------------  ---------------  ---------------
                               AMOUNT     SHARES    AMOUNT     SHARES    AMOUNT   SHARES   AMOUNT   SHARES  AMOUNT   SHARES
                               -------  ----------  -------  ----------  -------  -------  -------  ------  -------  ------
<S>                            <C>      <C>         <C>      <C>         <C>      <C>      <C>      <C>     <C>      <C>
Issuance of common stock for
  services                           6   5,774,322        -           -        -       -         -       -        -       -

Issuance of common stock for
  lawsuit settlement                 -     500,000        -           -        -       -         -       -        -       -

Conversion of liabilities to
  common stock                       -     674,161        -           -        -       -         -       -        -       -

Conversion of note payable
  to stockholder to common
  stock                              2   1,800,000        -           -        -       -         -       -        -       -

Issuance of common stock for
  cash                               8   7,615,737        -           -        -       -         -       -        -       -

Issuance of common stock for
  exercise of warrants and
  options                            3   2,850,758        -           -        -       -         -       -        -       -

Conversion of preferred stock
  to common stock                    -      55,518        -           -        -    (122)        -       -        -       -

4 to 1 stock dividend through
  issuance of common stock-
  NDC Series                         -           -       14  14,158,593        -       -         -       -        -       -

Issuance of stock options/
  warrants for services              -           -        -           -        -       -         -       -        -       -

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

Balance at June 30, 2004       $    70  70,203,634  $    14  14,158,593  $     -     208   $     -       -  $     -       -
                               =======  ==========  =======  ==========  =======  =======  =======  ======  =======  ======


                                                        LOSSES
                                                      ACCUMULATED
                               ADDITIONAL             DURING THE
                                PAID-IN     TREASURY  DEVELOPMENT
                                CAPITAL      STOCK       STAGE       TOTAL
                               ----------  ---------  ------------  --------
<S>                            <C>         <C>        <C>           <C>
Issuance of common stock for
  services                         1,614           -            -     1,620

Issuance of common stock for
  lawsuit settlement                 125           -            -       125

Conversion of liabilities to
  common stock                       163                                163

Conversion of note payable
  to stockholder to common
  stock                              685           -            -       687

Issuance of common stock for
  cash                             1,215           -            -     1,223

Issuance of common stock for
  exercise of warrants and
  options                            556           -            -       559

Conversion of preferred stock
  to common stock                      -           -            -         -

4 to 1 stock dividend through
  issuance of common stock-
  NDC Series                         (14)         -            -         -

Issuance of stock options/
  warrants for services              353           -            -       353

Net loss                               -           -       (4,679)   (4,679)
                               ----------  ---------  ------------  --------

Balance at June 30, 2004       $  25,218   $       -     $(25,593)  $  (291)
                               ==========  =========  ============  ========
</TABLE>


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


                                      F-10
<PAGE>
<TABLE>
<CAPTION>
                                 ENDOVASC, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                            STATEMENT OF CASH FLOWS
                FOR THE YEARS ENDED JUNE 30, 2004 AND 2003, AND
         FOR THE PERIOD FROM INCEPTION, JUNE 10, 1996, TO JUNE 30, 2004
                                   __________
                                 (IN THOUSANDS)

                                                              YEAR ENDED
                                                        ----------------------    INCEPTION
                                                         JUNE 30,    JUNE 30,    TO JUNE 30,
                                                           2004        2003          2004
                                                        ----------  ----------  -------------
<S>                                                     <C>         <C>         <C>
Cash flows from operating activities:
  Net loss                                              $  (4,679)  $  (9,644)  $    (25,535)
  Adjustments to reconcile net loss to net cash used
    in operating activities:
    Common stock, preferred stock and warrants
      issued as compensation for services, financing
      costs and lawsuit settlement                          2,098       7,818         13,833
    Extraordinary loss                                          -           -            127
    Write down of long-lived assets to fair value               -           -            285
    Depreciation and amortization expense                      77          75            294
    Deferred income tax expense                                 -           -              8
    Amortization of discount on convertible debentures          -           -            421
    Changes in operating assets and liabilities:
      Decrease (increase) in accounts receivable               76         116            (22)
      Decrease (increase) in other assets                      15        (100)          (220)
      Increase in accounts payable and
        accrued liabilities                                   373         257          1,757
      Increase in deferred liabilities                         53           -             53
                                                        ----------  ----------  -------------

        Net cash used in operating activities              (1,987)     (1,478)        (8,999)
                                                        ----------  ----------  -------------

Cash flows from investing activities:
  Capital expenditures                                         (1)        (10)          (158)
  Proceeds received from repayment of loan to
    stockholder                                                 -           -             72
                                                        ----------  ----------  -------------

        Net cash used in investing activities                  (1)        (10)           (86)
                                                        ----------  ----------  -------------

Cash flows from financing activities:
  Proceeds from sale of equity securities                       -           -            337
  Proceeds from sale of common stock                        1,223         447          1,916
  Proceeds from exercise of warrants                          529         613          1,177
  Proceeds from sale of convertible debenture and
    related conversion feature                                  -           -          1,437
  Net proceeds from issuance of preferred stock                 -           -          2,263
  Issuance of long-term debt and notes payable                398         287          1,099
  Repayment of long-term debt and notes payable              (416)       (341)          (874)
  Payments of obligations under capital leases                (47)        (21)          (129)
  Proceeds from advances from stockholders                    495         793          2,371
  Repayments of notes to stockholder                         (198)       (171)          (374)
  Purchase of treasury stock                                    -           -            (22)
                                                        ----------  ----------  -------------

        Net cash provided by financing activities           1,984       1,607          9,201
                                                        ----------  ----------  -------------

Net (decrease) increase in cash and cash equivalents           (4)        119            116

Cash and cash equivalents at beginning of year                120           1              -
                                                        ----------  ----------  -------------

Cash and cash equivalents at end of year                $     116   $     120   $        116
                                                        ==========  ==========  =============

Supplemental disclosure of cash flow information:

  Cash paid for interest expense                        $      17   $      52   $        185
                                                        ==========  ==========  =============

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


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


                                      F-11
<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 (Note 20). In
     addition,  during  the  year  ended  June  30, 2004, the Company acquired a
     controlling  interest  in two joint ventures that have been consolidated in
     the accompanying financial statements (Note 21). The consolidated financial
     statements  include  the  accounts  of  the Company, its subsidiary and its
     majority  owned  joint  venture  investments. 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-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
     -------------------------------------------------------------------------

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

     The  Company  accounts for employee stock options using the intrinsic value
     method  in  accordance with Accounting Principles Board Opinion ("APB") No.
     25,  Accounting  for  Stock  Issued  to  Employees,  and  has  adopted  the
     disclosure-only  alternative  of  SFAS  No. 123, Accounting for Stock-Based
     Compensation,  as  amended  by  SFAS  No.  148,  Accounting for Stock-Based
     Compensation-Transition  and  Disclosure. Under the intrinsic value method,
     the  Company  has  only  recorded  stock-based  compensation resulting from
     options  granted  at  below  fair  market  value.

     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.

     If the Company had reported net income for the years ended June 30, 2004 or
     2003,  the  calculation  of  diluted  net  income  per share would not have
     included  any  additional  common  equivalent  shares.

     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.

     LONG-LIVED  ASSETS  INCLUDING GOODWILL AND OTHER ACQUIRED INTANGIBLE ASSETS
     ---------------------------------------------------------------------------

     The  Company  reviews  property  and  equipment  and  certain  identifiable
     intangibles,  excluding goodwill, for impairment whenever events or changes
     in  circumstances  indicate  the  carrying  amount  of  an asset may not be
     recoverable.  Recoverability  of  these assets is measured by comparison of
     its  carrying  amounts  to  future  undiscounted  cash flows the assets are
     expected  to  generate.  If property and equipment and certain identifiable
     intangibles  are considered to be impaired, the impairment to be recognized
     equals the amount by which the carrying value of the asset exceeds its fair
     market  value.  There  was  no impairment of long-lived assets in the years
     ended  June  30,  2004  and  2003.


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

     LONG-LIVED ASSETS INCLUDING GOODWILL AND OTHER ACQUIRED INTANGIBLE ASSETS,
     --------------------------------------------------------------------------
     CONTINUED
     ---------

     The Company has adopted SFAS No. 142, Goodwill and Other Intangible Assets.
     SFAS  No.  142 requires that goodwill and intangible assets with indefinite
     useful  lives  no longer be amortized, but instead be tested for impairment
     at  least  annually  or  sooner whenever events or changes in circumstances
     indicate  that  they  may be impaired. The Company was not affected by this
     requirement  as  it  does  not  have any goodwill or intangible assets with
     indefinite  useful  lives  as  of  June  30,  2004  or  2003.

     SFAS  No.  142  also requires that intangible assets with definite lives be
     amortized  over  their  estimated  useful lives and reviewed for impairment
     whenever  events  or  changes in circumstances indicate an asset's carrying
     value  may  not be recoverable in accordance with SFAS No. 144. The Company
     is  currently amortizing its acquired intangible assets with definite lives
     over  periods ranging from 1 to 10 years. The Company believes no events or
     changes  in  circumstances  have  occurred that would require an impairment
     test  for  these  assets  during  the  years  ended June 30, 2004 and 2003.


     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, 2004 and June 30, 2003. In addition, the sponsor
     under  the  external  research  agreement represented 100% of the Company's
     revenues  for  the  year  ended  June  30,  2004.


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, 2004 and 2003
     was  $15.


                                    Continued
                                      F-14
<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 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 funding
     to  $730  and resulted in $147 of revenue for the year ended June 30, 2003.
     The  agreement  was  verbally extended subsequent to July 1, 2003 to extend
     the  time  allowed  to receive the maximum funding, resulting in additional
     revenue of $71 during the year ended June 30, 2004.


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

     Other  current  assets  at June 30, 2004 and 2003 consists of the following
     (in  thousands):

<TABLE>
<CAPTION>
                                                                2004   2003
                                                                -----  -----
<S>                                                             <C>    <C>

     Other receivable                                           $  30  $  29
     Prepaid license                                               58     58
     Prepaid supplies                                             278    278
     Prepaid insurance                                              9      -
                                                                -----  -----

                                                                $ 375  $ 365
                                                                =====  =====
</TABLE>


                                    Continued
                                      F-15
<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, 2004 and 2003 consists of the following
     (in  thousands):

<TABLE>
<CAPTION>
                                                          2004    2003
                                                         ------  ------
<S>                                                      <C>     <C>
     Office furniture, fixtures and equipment            $ 319   $ 321

     Less accumulated depreciation                        (205)   (146)
                                                         ------  ------

                                                         $ 114   $ 175
                                                         ======  ======
</TABLE>

     Depreciation  expense during the years ended June 30, 2004 and 2003 was $62
     and  $59, respectively. Included in property and equipment at June 30, 2004
     and  2003  is  equipment  under  capital  leases  of  $182.


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.


                                    Continued
                                      F-16
<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,  2004  and  2003 consist of the following (in
     thousands):

<TABLE>
<CAPTION>
                                                                2004    2003
                                                               ------  ------
<S>                                                            <C>     <C>
     Note payable to a financial institution, bearing
       interest at prime (4% at June 30, 2004) with
       interest due monthly and principal due on demand.
       Note is uncollateralized but is guaranteed by two
       stockholders of the Company.                            $  46   $  56

     Note payable to a financial institution, bearing
       interest at prime (4% at June 30, 2004) 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
       collateralized by personal property of a stockholder
       of the Company.                                             -      14

     Note payable to a financial institution, bearing
       interest at rates ranging from 16% to 18%
       and due in 9 monthly installments of $924.                  6       -
       Notes are uncollateralized.

     Notes payable to stockholders, non-interest bearing
       and due on demand.  These notes are uncollateralized.     290     680
                                                               ------  ------

         Total notes payable                                     342     750

     Less current maturities                                    (342)   (721)
                                                               ------  ------

                                                               $   -   $  29
                                                               ======  ======
</TABLE>


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

     Accrued  liabilities at June 30, 2004 and 2003 consist of the following (in
     thousands):

<TABLE>
<CAPTION>
                                                            2004   2003
                                                            -----  -----
<S>                                                         <C>    <C>
     Accrued payroll and related taxes                      $  20  $   6
     Dividends payable                                          7      7
     Other accrued expenses                                     -      4
                                                            -----  -----

                                                            $  27  $  17
                                                            =====  =====
</TABLE>


                                    Continued
                                      F-17
<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,  2004  and  2003  are  as  follows  (in  thousands):

<TABLE>
<CAPTION>
                                                          2004      2003
                                                        --------  --------
<S>                                                     <C>       <C>
     Benefit from carryforward of net operating losses  $ 4,803   $ 3,925

     Less valuation allowance                            (4,803)   (3,925)
                                                        --------  --------

       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>
                                          2004                   2003
                                ---------------------  ---------------------
                                 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   $     1,591     34.0%  $     3,279      34.0%
     Non-deductible expenses           (713)  (15.2%)       (1,559)    (16.2)
     Increase in valuation
       allowance                       (878)  (18.8%)       (1,720)    (17.8)
                                ------------  -------  ------------  --------

       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,  2004,  for  federal  income  tax and alternative minimum tax
     reporting  purposes,  the  Company  has approximately $14,140 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  2024  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  years  ended  June  30,  2004  or  2003.


                                    Continued
                                      F-18
<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 (See Note 13), 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.

     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-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,  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.


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

     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.  During  the  year ended June 30, 2004, the Company issued
     stock  options  and warrants to two consultants to acquire 2,850,758 shares
     of  the  Company's  common stock at prices ranging from $0.15-$0.29, all of
     which  were  exercised  during  the  year.

     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, 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

     Options expired       (10,516)     (29,250)     (39,766)     (39,766)  $13.33-$33.00  $  14.00

     Options issued              -    1,850,758    1,850,758    1,850,758   $  0.17-$0.29  $   0.22

     Options exercised           -   (1,850,758)  (1,850,758)  (1,850,758)  $  0.17-$0.29  $   0.22
                          ---------  -----------  -----------  -----------
     Options outstanding
       at June 30, 2004          -            -            -            -
                          =========  ===========  ===========  ===========
</TABLE>


     During  the  year  ended  June  30, 2004 and 2003, 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-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
     -----------------------------------------

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

     Warrants issued               1,000,000     1,000,000   $   0.15-$0.20  $    0.17

     Warrants exercised           (1,000,000)   (1,000,000)  $   0.15-$0.20  $    0.17

     Warrants expired                (51,036)      (51,036)  $         1.25  $    1.25
                                  -----------  ------------
     Warrants outstanding at
       June 30, 2004                 339,252       339,252   $   1.25-$3.33  $    1.30
                                  ===========  ============
</TABLE>

     Following is a summary of outstanding warrants at June 30, 2004:

<TABLE>
<CAPTION>
     NUMBER OF SHARES  VESTED   EXPIRATION DATE  EXERCISE PRICE
     ----------------  -------  ---------------  ---------------
<C>                    <C>      <S>              <C>

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

              339,252  339,252
     ================  =======
</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-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
     -----------------------------------------

     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  2004  and  2003.

<TABLE>
<CAPTION>
                                           2004      2003
                                         ---------  -------
<S>                                      <C>        <C>

     Risk-free interest rate                 3.75%    5.00%
     Dividend yield                             -        -
     Volatility                               190%      50%
     Weighted average and expected life  2 months   1 year
</TABLE>

     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>
                                                           2004      2003
                                                         --------  --------
<S>                                                      <C>       <C>

     Net loss available to common stockholders           $(4,679)  $(9,644)

     Proforma net loss available to common stockholders  $(4,679)  $(9,644)

     Proforma basic and dilutive loss per share          $ (0.06)  $ (0.26)
</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-23
<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, 2004, 2003, 2002 and 2001, 122,
     7,594, 7,651 and 14,240 shares of preferred stock were converted to 55,518,
     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. The preferred stock shares
     outstanding increased by 55 during the year ended June 30, 2003 as a result
     of  the  forward  stock  split.

     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-24
<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  was  $210.

     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-25
<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. 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>
                                                       2004      2003
                                                     --------  --------
<S>                                                  <C>       <C>
     Basic and diluted loss per common share:
       Net loss before extraordinary item            $(4,679)  $(9,644)
       Preferred stock dividends                           -       (40)
                                                     --------  --------

         Net loss available for common shareholders  $(4,679)  $(9,684)
                                                     ========  ========
</TABLE>


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


15.  COMMITMENTS  AND  CONTINGENCIES
     -------------------------------

     LEGAL  PROCEEDINGS
     ------------------

     In March 2003, Francis C. Pizzulli ("Pizzulli") filed a lawsuit against the
     Company  and  others  in  the  Los Angeles Superior Court Case No. BC291463
     seeking  damages  for  alleged  breach  of  contract,  damages  for alleged
     misrepresentations,  and  to invalidate a merger/reverse stock split of the
     Company.  The  Company denied any and all liability in the lawsuit. Without
     the  admission  of  any  liability  by  either  Pizzulli or the Company, in
     February  2004,  the  Company agreed to issue to Pizzulli 500,000 shares of
     common  stock  of  the  Company  valued  at $125 to settle the lawsuit. The
     common  stock  was  issued  during  the  year  ended  June  30,  2004.

     On  August 28, 2003, Cause No. 03-08-0681-CV, "The Dow Chemical Company vs.
     Endovasc  LTD.,  Inc.," was filed against the Company in the District Court
     of  Montgomery County, Texas, 359th Judicial District. Dow Chemical Company
     ("Dow")  filed  a  complaint against the Company for breach of contract and
     damages.  The amount of damages sought is approximately $230,000. This case
     is  being  vigorously  defended  against  the  allegations made by Dow. The
     Company  has  also  filed  its  own counter-claim against Dow for breach of
     contract  and  damages. On June 30, 2004, a prediction cannot be made as to
     the  final outcome of the complaint and damages allegedly owed to Dow or to
     the  Company. However, management believes it will prevail and accordingly,
     no  amounts  have  been  accrued  for  this  contingency.

     On  November  7,  2003,  Cause  No.  03-11-08112-CV,  "Greg  Creekmore  vs.
     Endovasc,  Inc. and Endovasc, LTD., Inc.," was filed against the Company in
     the  District  Court  of Montgomery County, Texas, 284th Judicial District.
     Greg  Creekmore  ("Creekmore")  filed  a  complaint against the Company for
     breach  of  an  employment  contract  between  the parties. Creekmore seeks
     payment  of  $114,000  plus  interest,  one million shares of the Company's
     common  stock  and  reimbursement  of  court  costs  including  reasonable
     attorneys'  fees  allowed  by  law.  This case is being vigorously defended
     against  the  allegations made by Creekmore. On June 30, 2004, a prediction
     cannot  be  made  as  to  the  final  outcome  of the complaint and damages
     allegedly  owed  to Creekmore. However, management believes it will prevail
     and  accordingly,  no  amounts  have  been  accrued  for  this contingency.

     On  January 13, 2004, Case No. H-03-5226, "Lorenz M. Hofmann, Ph.D. and LMH
     Associates,  Inc.  vs.  Endovasc,  LTD.,  Inc.,  Endovasc,  Inc.,  David P.
     Summers, Ph.D. and M. Dwight Cantrell" was filed against the Company in the
     United  States  District  Court for the Southern District of Texas, Houston
     Division. Lorenz M. Hofmann, Ph.D. and LMH Associates, Inc. ("LMH") filed a
     complaint against the Company for breach of contract and damages. LMH seeks
     payment  of  $91,859.  This  case  is being vigorously defended against the
     allegations  made  by LMH. The Company has also filed its own counter-claim
     against  LMH  for  breach  of  contract  and  damages.  On June 30, 2004, a
     prediction  cannot  be  made  as  to the final outcome of the complaint and
     damages allegedly owed to LMH. However, management believes it will prevail
     and  accordingly,  no  amounts  have  been  accrued  for  this contingency.

     During  the  year  ended  December 31, 2004, a counterclaim under Cause No.
     03-04-02939-CV  (AAA  Arbitration  No.  79-181-00037-03TMS),  "Marco  D.
     Carnevale  vs.  Endovasc  Corporation" was filed against the Company in the
     359th  Judicial District Court of Montgomery County, Texas. Carnevale filed
     a complaint against the Company for alleged breach of contract and damages.
     Without  the  admission  of any liability, subsequent to June 30, 2004, the
     Company  agreed to issue to Carnevale $33 of cash or shares of common stock
     of  the  Company  valued  at  $33  to  settle  the  claim.


                                    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,  CONTINUED
     -------------------------------------------

     The  Company  is a defendant in an arbitration proceeding entitled vFinance
     Investments and vFinance Capital and Endovasc, Ltd., Inc., AAA No. 32 M 181
     0011602.  vFinance claims an entitlement to certain fees and an unspecified
     amount  of  damages  for  the  value  of  the  warrants to which they claim
     entitlement. This matter was scheduled for mediation on September 27, 2004.
     The  Company  intends  to  defend its position vigorously as it believes it
     will  prevail  and,  accordingly,  has not accrued any liability associated
     with  this  case  in  the  accompanying  financial  statements.

     LEASES
     ------

     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, 2004 and
     2003  was  $144  and  $50,  respectively.  In  addition, the Company leases
     equipment  under capital leases which expire at various dates through 2007.
     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>

     2005                                                $      137  $     39
     2006                                                       137        28
     2007                                                       137         1
     2008                                                       125         -
                                                         ----------  ---------

     Total payments                                      $      536  $     68
                                                         ==========

     Less amount representing interest                                    (10)
                                                                     ---------

     Present value of minimum lease payments                               58

     Less current portion                                                 (30)
                                                                     ---------

Obligations under capital lease, net of current portion             $       28
                                                                    ==========
</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, 2004 and 2003,
     the  Company  incurred  net losses (in thousands) of $(4,679) and $(9,644),
     respectively,  and  negative  cash  flows  from  operations of $(1,987) and
     $(1,478), respectively. These factors, along with a $(425) negative working
     capital  position  at  June  30,  2004,  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.


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

     -    The  Company  originally  anticipated  the generation of approximately
          $500 in revenue from its Nutraceutical product in the third and fourth
          quarters  of the year ending June 30, 2004. The anticipated revenue to
          be  generated by the launch of the Nutraceutical product line has been
          delayed  pending  certain  problems  with formulation. The Company has
          made the required changes and anticipates launching the product during
          the  year  ending  June  30,  2005.

     -    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,  2004  and 2003, and for the period of
     inception,  June  10,  1996 to June 30, 2004 the Company engaged in certain
     non-cash  investing  and  financing  activities  as follows (in thousands):

<TABLE>
<CAPTION>
                                                                INCEPTION
                                                  2004   2003    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  $    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            $   -  $   -  $      601
                                                  =====  =====  ==========

     Common stock issued for payment of accounts
       payable and accrued liabilities            $ 163  $ 724  $      887
                                                  =====  =====  ==========

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

     Conversion of note payable to shareholder
       to common stock                            $ 687  $   -  $    2,190
                                                  =====  =====  ==========

     Conversion of dividends payable to
       common stock                               $   -  $  47  $      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  $143
                                                 ======  ======  ====

     Receipt of treasury stock for note payable
       to stockholders                           $    -  $    -  $560
                                                 ======  ======  ====

     Issuance of common stock for receivable     $   30  $    -  $ 30
                                                 ======  ======  ====
</TABLE>


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

     The  Endovasc, Inc. 401(k) Plan (the "Plan"), which was implemented in June
     2001  was  terminated  in  November  of  2003.  The Plan covered 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  could  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 provided for the
     Company  to  make discretionary contributions as authorized by the board of
     directors;  however,  no Company contributions were made in the years ended
     June  30,  2004  and  2003.


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

     During  the year ended June 30, 2003, the former Chief Executive Officer 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,  2004,  the  former Chief
     Executive Officer of the Company advanced an additional $205 to the Company
     under  the existing note payable which had a balance of $680 as of June 30,
     2003.  During  the year ended June 30, 2004, the Company repaid $885 of the
     note  through a $49 cash payment to the shareholder, payments totaling $149
     on  behalf  of  the  shareholder  to third parties, and through issuance of
     common  stock  with  a  value of $687. The balance of this note of $-0- and
     $680  as  of  June  30,  2004  and  2003,  respectively,  is due on demand,
     non-interest  bearing  and  is  not  collateralized.

     During  the  year  ended June 30, 2004, the current Chief Executive Officer
     and the Chief Financial Officer of the Company advanced the Company $55 and
     $50,  respectively. The balances of the notes of $55 and $50 as of June 30,
     2004  are  due  on demand, non-interest bearing and are not collateralized.

     During  the year ended June 30, 2004, a stockholder of the Company advanced
     the  Company  $185. The balance outstanding at June 30, 2004 of $185 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.  NDC  SUBSIDIARY
     ---------------

     During  the  year  ended  June  30,  2004, the Company's board of directors
     authorized  the  creation of a new class of common stock, called Series NDC
     common  stock,  $0.001  par value per share, whose rights and distributions
     would  be  based  on the performance of NDC. During the year ended June 30,
     2004,  the  Company issued a dividend of one share of the Series NDC common
     stock  for  each  four shares of the Company's common stock. As of June 30,
     2004, 14,158,593 shares of Endovasc Series NDC common stock were issued and
     outstanding. Included in operating, general and administrative expenses for
     the  year  ended  June  30,  2004  is  $33  of  expenses  of  NDC.


21.  JOINT  VENTURES
     ---------------

     Effective  August  12,  2003,  the  Company  entered  into  a joint venture
     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 an initial 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  Partnership in the maximum principal amount of
     $150.  The  convertible promissory note is convertible at Endovasc's option
     into  Class B Membership interests in the Partnership. As of June 30, 2004,
     the  Company  has  not purchased the promissory note. The Company has a 56%
     controlling  interest  in  the  Partnership  as  the  result  of additional
     contributions  to  the  Partnership;  as  a  result,  the  activity  of the
     Partnership  has been consolidated in the accompanying financial statements
     for the period from August 12, 2003 to June 30, 2004. The activity that was
     consolidated  includes  $129  of  costs  and  expenses  and  $64 of current
     liabilities.

     In  November  2003, the Company entered into a joint venture agreement with
     TissueGen,  Inc.  and Dr. Nathan Blumberg named Endovasc-TissueGen-Blumberg
     Research  Sponsors,  L.L.C. (the "Joint Venture"). The purpose of the Joint
     Venture  is  to  develop  biodegradable  stents  for  ureteral and prostate
     applications.  The  Company  and  TissueGen  agreed  to  co-license certain
     intellectual  property  to the Joint Venture for an initial 39.9% and 50.1%
     interest,  respectively,  in  the  Joint  Venture.  Dr.  Blumberg  owns the
     remaining  10%  interest.  In  addition  to  its  license contribution, the
     Company  is  required  to  purchase  a convertible promissory note from the
     Joint  Venture  in  the  principal  amount  of  approximately  $137.  The
     convertible  promissory note is convertible at Endovasc's option into Class
     B  membership  interests  in  the  Joint  Venture. As of June 30, 2004, the
     Company  has  not  purchased  the  promissory  note.  The Company has a 63%
     controlling  interest  in  the  Joint  Venture  as the result of additional
     contributions  to  the  Joint  Venture;  as  a  result, the activity of the
     Partnership  has been consolidated in the accompanying financial statements
     for  the  period  from  November  2003  to June 2004. The activity that was
     consolidated  includes  $221  of costs and expenses, $2 of cash and $186 of
     current  liabilities.


22.  SUBSEQUENT  EVENTS
     ------------------

     On  September  17, 2004, the Company made the election to become a business
     development  company.  As  part of this election, the Company has certified
     that  it  will  be  operated  for  the  purpose  of  making  investments in
     securities  described  in  sections 55(a) (1) through (3) of the Investment
     Company  Act of 1940 and that it will make available significant managerial
     assistance  with  respect  to  issuers  of  such  securities  to the extent
     required  by  the  Act.


                                      F-31
<PAGE>