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, 2002

                        Commission File No.       000-28371


                               Endovasc Ltd., Inc.
                 (Name of Small Business Issuer in Its Charter)




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




              15001 Walden Road Suite 108 Montgomery, Texas 77356
       ----------------------------------------------------- ------------
               (Address of principal executive offices) (Zip Code)

                                 (936) 448-2222
                                 --------------
                (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 $671M.

     The aggregate market value of the voting stock held by non-affiliates of
the Company was $15,539,951 as of September 25, 2002, based on the average bid
and asked price of $0.82 per share as of that date.

     There were 32,954,027 shares of Common Stock, $.001 par value, outstanding
as of September 25, 2002. Additionally, there were 7,039 shares of Series A
Convertible Preferred Stock, $.001 par value per share, outstanding as of
September 25, 2002.



                                     PART I


Item 1.           DESCRIPTION OF BUSINESS.

History

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

         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.

     On or about October 8, 1999, we received preclinical approval to file an
Investigational New Drug application for Phase I and II clinical trials of our
Liprostin technology. On or about February 25, 2000, we obtained the exclusive
licensing rights to Nicotine Receptor Agonist ("NRA") technology from the
University of Stanford, in exchange for stock and cash. We have commenced
preclinical trials on the safety and efficacy of NRA in conjunction with
Stanford University and Columbia University.

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


Overview

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

     Currently, our product development is focused on three product lines--
Liprostin, Nicotine Receptor Agonist, and stent coating. 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 products and have historically operated
with significant losses. Although our current development efforts focus on
vascular (heart and lung) applications of our products, we intend to develop our
technologies for use in many medical treatment applications. We believe that our
unique and highly adaptable technologies will put our products at the forefront
of the multi-billion dollar drug market.


     Liprostin Technology

     Our Liprostin products provide targeted delivery of Prostaglandin E-1 to
blood vessels in connection with angioplasty procedures. Angioplasty is a common
medical procedure that utilizes a small balloon-like structure to expand and
clear blocked cardio-pulmonary blood vessels. Prostaglandin E1, a naturally
occurring hormone, is used to prevent common secondary blockages from occurring
after angioplasty treatment; these blockages are known as restenosis. Restenosis
following balloon angioplasty or stent placement is the most common problem
occurring in the over 1,000,000 patients undergoing these procedures annually
worldwide, according to the American Heart Association. 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 most
drugs tested have not yet been proven to reduce restenosis significantly in
clinical trials. Similarly, Prostaglandin E1's short lifespan in the blood
stream can render it ineffective in preventing restenosis. Liprostin delivery
system utilized liposomal encapsulation of Prostaglandin E1 to provide a longer
and more controlled release of Prostaglandin E1 and to improve therapeutic
effectiveness of the drug. Liprostin, as an adjunct therapy for the treatment of
critical limb ischemic (CLI) complications will be administered as an
intra-arterial bolus prior to, and immediately after PTA and followed by
intravenous infusion. We intend to develop our Liprostin product lines further
to treat conditions such as restenosis, coronary arrest, occlusive disease,
ischemic ulcers, CLI (limb salvage), claudicants, liver disease,arthritis, and
as a topical solution for wound healing.

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

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


         Stent Coating Technology

         We are developing Prostaglandin E-1 coated balloon catheters and
stents, as well as Nicotine Receptor Agonist (NRA) 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 structures 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. Other therapeutic
treatments include anti-tumor agent coated stents placed in the main feeding
vessels for treatment of malignant tumors, where the stent will continuously
release anti-tumor drugs directly to the tumor site.

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


     Nicotine Receptor Agonist Technology

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

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

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


Distribution Methods

     Upon receipt of necessary governmental regulatory consent, we intend to
distribute products utilizing our Liprostin, stent-coating, and Nicotine
Receptor Agonist technologies worldwide. As previously described, we are
developing our products for varied vascular applications.

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

Patents and Proprietary Rights

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

     In February 2000, we obtained exclusive worldwide licensing 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 and Drug Administration requires satisfaction of several procedures
prior to approving marketing and distribution of pharmaceutical products in the
United States. These include (i) preclinical tests, (ii) submission of an
application for an Investigational New Drug, which must become effective before
commencing human clinical trials, (iii) thoroughly documented and supervised
human clinical trials to determine drug safety and efficacy in its intended
application, (iv) submission and acceptance of an Investigational New Drug
Application, in the case of drugs, or a Product License Application, in the case
of biologics, and (v) approval of the Investigational New Drug Application or
Product License Application prior to commercial sale or shipment of the drug or
biologic. In addition to this process, each domestic drug manufacturing
establishment must be registered or licensed with the Food and Drug
Administration. Domestic manufacturing establishments are also subject to
inspections by the FDA and by other federal, state and local agencies and must
comply with Good Manufacturing Practices as required.

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

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

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

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


Competition

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

     Competition from other companies is based on scientific and technological
factors, the availability of patent protection, the ability to commercialize
technological developments, the ability to obtain government approval for
testing, manufacturing and marketing and the economic factors resulting from the
use of those products. Many companies, both public and private, including
well-known pharmaceutical and chemical companies, many of which have greater
capital resources than we do, are seeking to develop lipid and liposome based
products, 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 antitumor drugs, while our products
are primarily intended for use in vascular treatments. To our knowledge, current
competition in the vascular treatment area is limited to ReoPro(R) sold by
Centocor and marketed by Eli Lilly, and Agratroban(R) sold by Texas BioTech,
which is used in angioplasty.

         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 1,400 square feet of lab space equipped with customary wet
laboratory equipment at our headquarters in Montgomery, Texas.

     Our research and development efforts are focused on our core products -
Liprostin and ANGIOGENIX. We are conducting clinical trial testing of Liprostin
and ANGIOGENIX to obtain the Federal Drug Administration approval of its sale in
the United States. Phase I clinical trials to test product safety and tolerance
levels using a small group of healthy subjects, as well as providing information
about the product's effectiveness and dosage levels was successfully completed
in January 2001. With this success, the company determined to proceed to Phase
III clinical trials as had been suggested by the FDA in late 1999. An IND and
protocol for a Phase III, "Randomized, multicenter study of Liposomal
prostaglandin E1 (Liprostin) and ANGIOGENIX in conjunction with percutaneous
transluminal angioplasty in patients with critical limb ischemia" was filed with
the FDA on August 2001. The IND for ANGIOGENIX is pending final animal data.
Also, the company filed an Orphan Drug application with the FDA on July 2001.
Orphan Drug is a designation of the FDA to indicate a therapy developed to treat
a rare disease (one which afflicts a U.S. population of less than 200,000
people). Because there are few financial incentives for drug companies to
develop therapies for diseases that afflict so few people, the U.S. government
offers additional incentives to drug companies that develop these drugs, which
include: 1) eligibility for an FDA grant of up to $300,000 per year for a
maximum of 3 years; 2) a tax credit equal to 50% of the qualified clinical
testing expenses for the taxable year in which the clinical study(s) were
conducted; and most importantly, 3) a 7 year exclusivity to market the drug as
adjunct treatment for the rare disease. Our first orphan drug application 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 complete phase III clinical trials by late 2004.

     In addition, we are conducting feasibility studies with prospective
strategic partners to find practical collaborative products that incorporate
Liprostin and ANGIOGENIX with other technologies. We intend to develop new uses
for our core product Liprostin, 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 initiated animal studies in
dogs and pigs at Columbia University to continue safety and efficacy studies of
this technology. We are currently developing this technology for use in
treatment of peripheral occlusive arterial disease, in addition to other
applications.

         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.


Employees

     As of June 30, 2002, we employed two employees in addition to six full-time
contractors. We also employ one full-time and six part-time consultants. None of
our employees or independent contractors is subject to a collective bargaining
agreement and we believe that our relations with our employees are good.


Item 2. DESCRIPTION OF PROPERTY.

     We maintain our executive offices and research and development facilities
at 15001 Walden Road, Suites 108, 100, 234 and 235, Montgomery, Texas 77356. We
lease these 4,950 square foot facilities at an aggregate monthly rental rate of
$3,700.

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


Item 3. LEGAL PROCEEDINGS

         On September 11, 2002 the company filed a civil lawsuit styled Endovasc
Ltd., Inc v. J.P. Turner and Co.LLC et al , Number 02-CV-7313, in the United
States District Court, Southern District of New York. The complaint is for
damages as a result of an alleged fraud and stock manipulaton. The company is
seeking monetary damages in excess of $200, 000, 000. In a related matter, a
show cause complaint was filed against the Company on September 19, 2002 styled
Balmore SA etal v Endovasc Ltd., Inc. A hearing was held on September 26, 2002
with the Judge issuing an unfavorable ruling against the Company. The matter was
settled through the issuance of 203,000 shares of the Company's common stock.


     We were named as a defendant in a civil lawsuit styled David F. Miller v.
Endovasc Ltd., Inc., Number 99-4-02283-CV, in the 9th Judicial District Court of
Montgomery County, Texas. The plaintiff claimed damages as a result of an
alleged breach of consulting contract with us. A bench trial was held on May 14,
2001. On June 15, 2001, a judgment was entered against us in the amount of
$3,240,000 plus pre and post-judgment interest. This judgment exceeded the book
value of our assets. We filed a motion for a new trial, and the parties
participated in mediation prior to a ruling on our motion for a new trial. The
mediation resulted in a settlement, which was entered into the court records on
August 10, 2001. As a result of the settlement, we issued 8,000,000 free-trading
shares, based on an exemption from registration provided by Section 3(a) (10) of
the Securities Act of 1933 as amended, of our common stock in the name of the
plaintiff. The settlement terminated all disputes of any kind between the
parties, and also terminated a related matter styled David F. Miller v. Gary
Ball Case #CV0003644, in Washoe County, Nevada. The above information was filed
with the SEC in a Form 8-K on August 10, 2001.


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

     On March 15,2002, we filed a proxy statement with the SEC requesting
shareholder approval to increase the total authorized shares from 100,000,000 to
200,000,000. The shareholder meeting was held on April 26, 2002. The vote on the
resolution was 92% for and 8% against. The meeting was adjourned when a quorum
issue was raised and has not been reconvened.

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





                                     PART II


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

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


         Fiscal Quarter Ending:                             Common Stock Price
                                                      (rounded to nearest penny)
                                                             High           Low
         June 30, 2002                                       0.11           0.04
         March 31, 2002                                      0.22           0.05
         December 31, 2001                                   0.24           0.03
         September 30, 2001                                  0.06           0.02
         June 30, 2001                                       0.18           0.06
         March 31, 2001                                      0.40           0.16
         December 31, 2000                                   0.88           0.16
         September 30, 2000                                  2.25           0.75
         June 30, 2000                                       4.00           1.20
         March 31, 2000 (through March 21, 2000)            15.00           0.10
         December 31, 1999.                                  0.30           0.06
         September 30, 1999                                  0.63           0.13
         June 30, 1999                                       0.88           0.38
         March 31, 1999                                      1.00           0.19
         December 31, 1998                                   1.50           0.38
         September 30, 1998                                  6.00           0.38

     As of June 30, 2002, the Company had approximately 5,400 record and
beneficial stockholders.

     Dividend Policy

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

Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS

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

         The Company is in the development stage and has had limited operating
revenues since its inception on June 10, 1996. From June 10, 1996 through June
30, 2002, the Company had an accumulated deficit of $11,230M.

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

In November 2000, the Company submitted an application for consideration of a
major research grant for animal studies of Nicotine Receptor Agonist. In April
2001, the Company was notified of the grant approval for $512,000 with an option
to extend for an additional year. Monies from the grant did not become available
until after November 2001. Identity of the grantor was requested to remain
anonymous until such time as release of the results from the studies. The
Company anticipates to have publication of data released during the second
quarter of the Company's fiscal year ending June 30, 2003.

The Company submitted Phase I and animal data to the FDA in February 2002 on
trials carried out at Stanford University and Columbia University; with its
nicotinic acetylcholine receptor (nAChR) agonist trademarked Angiogenesis,
applying for therapeutic angiogenic treatment indications for chronic myocardial
ischemia. After review of the data, the FDA approved a phase III clinical trial.
The company continues to make progress and prepare to commence both trials
anticipating commencing late in the Company's second quarter on one and early in
the Company's third quarter of fiscal year ending June 30, 2003 on the other.

         During the fiscal year ended June 30, 2002, the Company's net revenues
increased to $665M compared with revenues of $75M for the previous fiscal year
ended June 30, 2001. The increase in revenue is due to a $512M research grant
obtained for animal studies of Nicotine Receptor Agonist.

         During the fiscal year ending June 30, 2002 and 2001, costs and
operating expenses were $3,069M and $2,942M, respectively. The increase in costs
and operating expenses for the year is primarily due to an increase in the cost
of research and development, clinical trials, scientific consulting, facilities,
interest and overhead, partially offset by a $408M decrease in settlement with a
former employee that occurred during the fiscal year ending June 30, 2001.

         Cash flows used in operating activities for the fiscal year ending June
30, 2002 decreased $1,012M to $931M, compared to $1,943M for the previous fiscal
year ending June 30, 2001, primarily due to the increased use of common stock,
preferred stock and warrants issued for services and financing costs.

         Interest expense increased for the fiscal year ending June 30, 2002 by
$206M. This was primarily due to a beneficial conversion feature of $171M and
additional interest recorded on convertible debentures obtained during the
fiscal year ended June 30, 2002.

         Research and development expenses totaled $1,477M during the fiscal
year ending June 30, 2002, an increase of $129M from $1,348M for the fiscal year
ended June 30, 2001. These expenses were related to the increased cost of new
materials and the ongoing, in-house projects for medicinally coated vascular
stents.


Liquidity and Capital Resources

         The Company had a working capital deficit on June 30, 2002, of $736M,
compared to a working capital deficit of $841M at June 30, 2001. This decrease
was primarily due to an increase in accounts receivable, partially offset by a
decrease in cash.

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

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


Item 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

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



                                    PART III


Item 8. CHANGES IN OR DISAGREEMENTS WITH ACCOUNTANTS

         None.


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

     Our executive officers, directors and key employees and their ages and
positions with us as of June 30, 2002, are as follows:
<TABLE>
                                                                                        Period Served As
         Name                          Age              Position                        Officer/Director/Key Employee
         ---------------------------------------------------------------------------------------------------------------------------
<S>      <C>                           <C>           <C>                                <C>

         David P. Summers               63           Chief Executive Officer            Inception (1996) to
                                                     and Chairman                       Present

         Diane Dottavio                 50           Director of Research and           March 2000 to Present
                                                     Development


         M. Dwight Cantrell             56           Chief Financial Officer,           January 1997 to Present
                                                     Treasurer and Director

         Gary R. Ball                   42           Secretary and Director             July 1996 to Present

         Claudio R. Roman               44           Director                           January 1997 to Present


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

     Dr.  David P.  Summers  serves as our Chief  Executive  Officer  and
Chairman.  Dr.  Summers  has  served in this  capacity  on a full-time  basis
since our inception  and is primarily  responsible  for our  operations  as a
whole.  Prior to working with  Endovasc, Dr.  Summers  founded  American
BioMed,  Inc. and served as its President and Chief  Executive  Officer from
1984 to 1995. Dr. Summers is a Fellow in the American  College of Angiology,
a Fellow in the  International  Society for  endovascular  Surgery,  as well as
the inventor of several  medical  devices used to treat  cardiovascular
diseases.  He is the author of 25 issued patents and has 8 patents pending.
Prior to founding  American BioMed,  Dr. Summers assisted with the management
of several  corporations,  including C.R. Bard, Inc.,  a  manufacture  and
distributor  of  cardiovascular  medical  products,   Karl  Stortz  Endoscopy,
an  endoscopic  instrument company,  and  Pall  Corporation,  a  manufacturer
and  distributor  of  blood  filtration  products.  Dr.  Summers  holds  an
M.B.A. degree from  Pepperdine  University  as well as a Ph.D.  in
International  Economics  from  Kennedy-Western  University.  He is also a
member  of  the  New  York  Academy  of  Sciences,   the  American  Association
of  Advancement  of  Science,  the  Houston  Inventors Association, the
European Vascular Society  and the Society of Plastic Engineers.


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


     M. Dwight Cantrell serves as our Chief Financial Officer,  Treasurer and
Director.  Mr. Cantrell has maintained,  and continues to maintain,  a public
accounting  practice in the state of Texas since 1976. Mr.  Cantrell is a
public  accountant.  He has an extensive background in the banking and venture
capital markets and a member of the Association of Biotech Financial  officers.
He has served as CFO since 1997.

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

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

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

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


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, 2001, 2000, 1999, 1998, and
1997. Other than as listed below, we had no executive officers whose total
annual salary and bonus exceeded $100,000 for that fiscal year:


<TABLE>

                                       Summary Compensation Table

                                                                          Long Term Compensation
                             Annual Compensation                  Awards                        Payouts

                                                            Other                        Securities
                                                            Annual       Restricted      Under-                        Other
Name and                                                    Compen-       Stock          Lying            LTIP         Compen-
Principal                           Salary       Bonus      sation        Awards         Options/       Payouts        sation
Position                   Year      ($)          ($)         ($)           ($)            ($)             ($)         SARs(#)
<S>                        <C>      <C>          <C>        <C>          <C>             <C>            <C>            <C>

David P. Summer            2002     78,712         -            -            -               -              -             -
David P. Summer            2001     75,097         -            -            -            200,000         $0.40           -
David P. Summers           2000     66,500         -            -            -                -              -            -
CEO and Director           1999     75,000         -            -            -          1,000,000         $0.25           -
                           1998     60,000         -            -            -               -              -             -

</TABLE>
     Directors of the Company receive no compensation for their services as
Directors.

Employment and Other Agreements


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


Stock Option Plans

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

       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.


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

     The following table sets forth certain information as of June 30, 2002,
with respect to the number of shares of each class of voting stock beneficially
owned by (i) those persons known to the Company to be the owners of more than
five percent of any such class of voting stock of the Company, (ii) each
director of the Company and (iii) all directors and executive officers of the
Company as a group. Unless otherwise indicated, each of the listed persons has
sole voting and investment power with respect to the shares beneficially owned
by such shareholder.

<TABLE>
                                                                                    Percentage of
Name and Address of                                       Amount of                 Beneficial
Beneficial Owner (1)                                      Beneficial                Ownership
                                                         Ownership(2)(3)
<S>                                                      <C>                        <C>
David P. Summers                                           10,985,170 (4)             33.44
Diane Dottavio                                                694,120                  2.11
M. Dwight Cantrell                                          3,431,880                 10.45
Gary R. Ball                                                1,388,500 (5)              4.23
Claudio R. Roman                                               50,000                  0.02


All Directors and Executive Officers as a Group            16,549,670                 50.25
(7 persons)
----------------------
</TABLE>

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

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

     (3) Based upon 32,954,027 shares of common stock outstanding as of
September 25, 2002, assuming no other changes in the beneficial ownership of our
securities, except as noted in note (7) hereto.

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

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


Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     As of the June 30, 2002, we have not entered into a transaction during the
past two years with a value in excess of $60,000 with a Director, officer, or
beneficial owner of 5% or more of our capital stock, or members of their
immediate families that had, or is to have, a direct or indirect material
interest in us, except as follows:

     Effective December 9, 1997, we entered into a stock option agreement with
Gary R. Ball. Under this agreement, Mr. Ball was granted an option to purchase
up to 600,000 shares of our common stock at a purchase price below the
prevailing market price. The option is for a three year period expiring December
8, 2000. This option was exercised during the fiscal year ended June 30, 2000.

     During the fiscal year ended June 30, 1998, we also entered into an
agreement with M. Dwight Cantrell under the terms of which he was compensated
for past services as our Director. Under the terms of this agreement, Mr.
Cantrell was granted an option to purchase 100,000 shares of our common stock at
a purchase price of $0.25 per share for a term of three years. This option was
exercised during the fiscal year ended June 30, 2002.


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

     Between March 1998 and December 1999, David Summers, our Chairman of the
Board of Directors and Chief Executive Officer, made two advances to us in the
amounts of $123,000 and $25,000, respectively. These advances were made on an
unsecured basis, with no interest accrual, and were due and payable on June 30,
2000. During December 1999, we issued 1,250,000 shares of common stock, valued
at $0.10 to $0.12 per share as of the date of the issuance, in full and final
repayment of the aforementioned advances.

     During the fiscal year ended June 30, 1998, we entered into an agreement
with Claudio Roman, Esq., pursuant to which he was compensated for past services
as our legal counsel. Under the terms of this agreement, Mr. Roman was granted
an option to purchase 50,000 shares of our common stock at a purchase price of
$0.25 per share for a term of three years. This option was not exercised and has
expired.

     During the fiscal year ending June 30, 1998, we entered into a stock option
agreement with Dr. David P. Summers. Under this agreement, Dr. Summers was
granted an option to purchase up to 1,000,000 shares of our common stock at a
purchase price of $0.25 per share exercisable for a period of three years. This
option was exercised during the fiscal year ending June 30, 2001.

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

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

       As of June 30, 2002, certain officers and directors of the Company
exchanged 17,779,083 shares of their common stock for 1,777,908 shares of Series
B convertible preferred stock, which included preferential voting rights of 500
times those attributable to common stockholders. The right to convert common
stock to Series B convertible preferred stock was offered only to certain common
stockholders, including officers and directors of the Company. Such
stockholders, officers and directors, who were selectively and preferentially
offered Series B convertible preferred stock, avoided a 97.5% dilution of their
position as common stockholders that all other common stockholders experienced.
Effective July 9, 2002, upon reincorporation of the Company in the state of
Delaware, and subsequent to the 40 to 1 reverse split of common stock (See Note
18), the officers' and directors' Series B preferred stock was automatically
converted back to 17,779,083 shares of the Company's common stock.

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


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



         (a)      INDEX TO EXHIBITS
<TABLE>
                 Exhibit No.       Exhibit
<S>              <C>              <C>
                  3.1             Articles of Incorporation of the Company **
                  3.2             Bylaws of the Company **
                  4.1             Form of 8% Series A Senior Subordinated Convertible Redeemable Debenture **
                  4.2             Form of 8% Series B Senior Subordinated Convertible Redeemable   Debenture **
                  4.3             Specimen Stock Certificate of the Company **
                 10.1             Form of Employment Agreement with Dr. David Summers, dated  December 18, 1996 ***
                 10.2             Form of Employment Agreement with Ms. Barbara Richardson, dated  June 1, 2000 ***
                 10.3             Form of Consulting Services Agreement with Mr. Roy Robertson, dated March 1, 2000 ***
                 10.4             Form of Subscription Agreement for Purchase of Series A 8% Cumulative Convertible Preferred Stock*
                 10.5             Certificate to Set Forth Designations, Voting Powers, Preferences, Limitations, Restrictions and
                                  Relative Rights of Series A 8% Cumulative Convertible Preferred Stock*
                 10.6             Form of Common Stock Purchase Warrant*
                 10.7             Lease of Company's Facility at 15001 Walden Road, Suite 108, Montgomery, Texas 77356 ***
                 10.8             Lease of Company's Facility at 15001 Walden Road, Suites 234 and 235, Montgomery, Texas 77356 ***
                 16.1             Letter on change in certifying accountant **
                 27.1             Financial Data Schedule
</TABLE>
     * Incorporated by reference from the Registrant's Form SB-2, filed on June
30, 2000.

     ** Incorporated by reference from the Registrant's Form 10-SB, filed on
December 3, 1999.

     *** Incorporated by reference from the Registrant's Form SB-2/A, filed on
July 20, 2000.

         (b)      Reports on Form 8-K:

                  None.


                                   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 LTD., INC.


                                    By:/s/ David P. Summers
                                       David P. Summers, Chief Executive Officer


                                    By:/s/ Gary R. Ball
                                       Gary R Ball, Secretary

Dated: September 28, 2002

     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:  September 30, 2002          /s/ David P. Summers
                                         David P. Summers, Chairman of the Board


Date:  September 30, 2002           /s/ M. Dwight Cantrell
                                         M. Dwight Cantrell, Director


Date:  September 30, 2002         /s/ Gary R. Ball
                                         Gary R. Ball, Director


Date:  September 28, 2002           /s/ Claudio R. Roman
                                         Claudio R. Roman, Director



Certification of Chief Executive Officer of Endovasc Ltd., Inc. pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63.

I, David P. Summers the Chief Executive Officer of Endovasc Ltd., Inc. hereby
certify that Endovasc Ltd., Inc.'s periodic report on Form 10-KSB and the
financial statements contained therein, of which this certification is Exhibit
Number 99.1, fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d) and that
information contained in the periodic report on Form 10-KSB and the financial
statements contained therein fairly represents, in all material respects, the
financial condition and results of the operations of Endovasc Ltd., Inc.

Date:    September 30, 2002                 /s/      ________________________
                                                     David P Summers
                                                     Chief Executive Officer of
                                                     Endovasc Ltd., Inc.





Certification of Chief Financial Officer of Endovasc Ltd., Inc. pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63.


I, Dwight Cantrell, the Chief Financial Officer of Endovasc Ltd., Inc. hereby
certify that Endovasc Ltd., Inc.'s periodic report on Form 10-KSB and the
financial statements contained therein, of which this certification is Exhibit
Number 99.1, fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d) and that
information contained in the periodic report on Form 10-KSB and the financial
statements contained therein fairly represents, in all material respects, the
financial condition and results of the operations of Endovasc Ltd., Inc.



Date:    September 30, 2002                 /s/      ________________________
                                                     Dwight Cantrell
                                                     Chief Financial Officer of
                                                     Endovasc Ltd., Inc





CERTIFICATIONS* I, David P Summers, certify that:
1. I have reviewed this annual report on Form 10-KSB of Endovasc Ltd., Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report; 3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report; 4. The
registrant's other certifying officers and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have: a) designed such
disclosure controls and procedures to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this
annual report is being prepared; b) evaluated the effectiveness of the
registrant's disclosure controls and procedures as of a date within 90 days
prior to the filing date of this annual report (the "Evaluation Date"); and c)
presented in this annual report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation
Date; 5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions): a) all significant deficiencies in the design or
operation of internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in internal
controls; and b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and 6. The registrant's other certifying officers and I have indicated
in this annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses. Date:
September 30, 2002


/s/David P. Summers
-----------------------
David P. Summers
Shief Executive Officer

CERTIFICATIONS* I, Dwight Cantrell], certify that:
1. I have reviewed this annual report on Form 10-KSB of Endovasc Ltd., Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report; 3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report; 4. The
registrant's other certifying officers and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have: a) designed such
disclosure controls and procedures to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this
annual report is being prepared; b) evaluated the effectiveness of the
registrant's disclosure controls and procedures as of a date within 90 days
prior to the filing date of this annual report (the "Evaluation Date"); and c)
presented in this annual report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation
Date; 5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions): a) all significant deficiencies in the design or
operation of internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in internal
controls; and b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and 6. The registrant's other certifying officers and I have indicated
in this annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses. Date:
September 30, 2002


/s/Dwight Cantrell
-----------------------
Dwight Cantrell
Chief Financial Officer



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

                                                FINANCIAL STATEMENTS
                                       WITH REPORT OF INDEPENDENT ACCOUNTANTS
                            as of June 30, 2002 and for the years ended June
                                  30, 2002 and 2001, and for the period from
                                  inception, June 10, 1996,
                                                  to June 30, 2002


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

<TABLE>
                                                                                                          Page(s)
<S>                                                                                                       <C>
Report of Independent Accountants                                                                           F-2

Financial Statements:

  Balance Sheet as of June 30, 2002 and 2001                                                                F-3

  Statement of Operations for the years ended June 30, 2002 and 2001, and for
    the period from inception, June 10,
    1996, to June 30, 2002                                                                                  F-4

  Statement of Stockholders' Deficit for the years ended June 30, 2002 and 2001,
    and for the period from inception,
    June 10, 1996, to June 30, 2002                                                                         F-5

  Statement of Cash Flows for the years ended June 30, 2002 and 2001, and for
    the period from inception, June 10, 1996,
    to June 30, 2002                                                                                        F-9

Notes to Financial Statements                                                                               F-10
</TABLE>


                   Report of Independent Accountants



To the Stockholders of
Endovasc Ltd., Inc.


We have audited the accompanying balance sheet of Endovasc Ltd., Inc. (a
corporation in the development stage) as of June 30, 2002 and 2001, 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,
2002. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based upon our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Endovasc Ltd., Inc. as of June
30, 2002 and 2001, 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,
2002, in conformity with accounting principles generally accepted in the United
States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial statements
and discussed in Note 14, the Company has incurred significant recurring losses
from operations since inception, is in a negative working capital and
stockholders' deficit position at June 30, 2002, 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 14.
These financial statements do not include any adjustments that might result from
the outcome of this uncertainty.



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


Houston, Texas
September 19, 2002


                               ENDOVASC LTD., INC.
                  (A CORPORATION IN THE DEVELOPMENT STAGE)
                                  BALANCE SHEET
                             June 30, 2002 and 2001

                      (In thousands, except share data)
<TABLE>
          ASSETS                                                                            2002              2001
          ------                                                                          --------          --------
<S>                                                                                       <C>               <C>
Current assets:
  Cash and cash equivalents                                                               $     1           $   117
  Accounts receivable                                                                         214                 -
  Other current assets                                                                         68                47
                                                                                          -------           -------

    Total current assets                                                                      283               164

Property and equipment, net                                                                   168               214
Other assets, net                                                                             128               144
                                                                                          -------           -------

      Total assets                                                                        $   579           $   522
                                                                                          =======           =======

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Current maturities of long-term debt                                                    $    91           $    43
  Current portion of obligations under capital leases                                          37                35
  Note payable to shareholder                                                                  58                99
  Accounts payable                                                                            689               296
  Accrued liabilities                                                                         144               532
                                                                                          -------           -------

    Total current liabilities                                                               1,019             1,005

Long-term debt, net of current maturities                                                      33                28
Long-term obligations under capital leases                                                     33            74
Convertible debentures                                                                        171              -___
                                                                                          -------           ----------

      Total liabilities                                                                     1,256             1,107
                                                                                          -------           -------

Commitment and contingencies

Stockholders' deficit:
  Common stock, $.001 par value, 200,000,000 shares authorized, 2,183,575 and
    40,253,331 shares issued and 2,131,450 and 38,168,331 shares outstanding at
    June 30, 2002 and 2001, respectively                                                        2                40
  Preferred stock, $.001 par value, 20,000,000 shares
    authorized, 7,869 and 15,760 shares of Series A 8% cumulative convertible
    preferred stock issued and outstanding at June 30, 2002 and 2001,
    respectively,
    stated value $100 per share                                                                 -                 -
  Preferred stock, $0.001 par value, 3,000,000 shares
    authorized, 2,400,855 and -0- shares of Series B
    convertible preferred stock issued and outstanding
    at June 30, 2002 and 2001, respectively                                                     2              -
  Preferred stock, $0.001 par value, 370,000 shares
    authorized, 350,000 and -0- shares of Series C
    convertible preferred stock issued and outstanding
    at June 30, 2002 and 2001, respectively                                                  -                 -
  Additional paid-in capital                                                               10,566             8,121
  Losses accumulated during the development stage                                         (11,230)           (8,729)
  Treasury stock, 52,125 and 2,085,000 shares at June 30,
    2002 and 2001                                                                             (17)              (17)
                                                                                          -------           -------

    Total stockholders' deficit                                                              (677)             (585)
                                                                                          -------           -------

      Total liabilities and stockholders' deficit                                         $   579           $   522
                                                                                          =======           =======

</TABLE>



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


                                                             ENDOVASC LTD., INC.
                                        (A CORPORATION IN THE DEVELOPMENT STAGE)
                                                         STATEMENT OF OPERATIONS
                                           for the years ended June 30, 2002 and
                                2001 and for the period from inception, June 10,
                                                          1996, to June 30, 2002
                                                         ----------
                                               (In thousands, except share data)

<TABLE>
                                                                            Year Ended                     Inception
                                                                       ---------------------
                                                                       June 30,         June 30,          to June 30,
                                                                         2002             2001               2002
                                                                       --------         --------          -----------
<S>                                                                    <C>              <C>               <C>
Income:
  Revenue                                                              $    665         $     75          $    769
  Interest income                                                             1               20                28
  Other income                                                                5                5                14
                                                                       --------         --------          --------

    Total income                                                            671              100               811
                                                                       --------         --------          --------

Costs and expenses:
  Operating, general and administrative expenses                          1,368            1,168             5,915
  Research and development costs                                          1,477            1,348             5,001
  Interest expense                                                          224               18               572
  Settlement with former employee                                          -                 408               408
                                                                       --------         --------          --------

    Total costs and expenses                                              3,069            2,942            11,896
                                                                       --------         --------          --------

Net loss before extraordinary item                                       (2,398)          (2,842)          (11,085)

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

Net loss                                                               $ (2,398)        $ (2,842)         $(11,212)
                                                                       ========         ========          ========

Net loss available to common stockholders                              $ (2,501)        $ (2,977)
                                                                       ========         ========

Weighted average shares outstanding                                    1,872,102         431,731
                                                                       =========        ========

Basic and diluted net loss per common share                            $  (1.34)        $  (6.90)
                                                                       ========         ========

</TABLE>


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


                                                             ENDOVASC LTD., INC.
                                        (A CORPORATION IN THE DEVELOPMENT STAGE)
                                     STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                                                             for the years ended
                                                         June 30, 2002 and 2001,
                                                         and for the period from
                                                        inception, June 10, 1996
                                                                to June 30, 2002

                                               (In thousands, except share data)

<TABLE>
                                                                                                                  Accumulated
                                                Series A         Series B         Series C
                                                                                                Additional         During The
                                Common Stock  Preferred Stock  Preferred Stock  Preferred Stock  Paid-In
                                ---------------------------------------------------------------
                                                                                                          Treasury Development Total
                                Amount Shares  Amount  Shares  Amount  Shares    Amount  Shares  Capital   Stock
                                ------    -----------   ------     --------     ------   --------      ------     ---------    -
<S>                             <C>    <C>     <C>     <C>     <C>     <C>      <C>      <C>     <C>       <C>    <C>          <C>
                                                                                                                     Losses



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

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

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

Stock issued for services in
  1997                               2    1,702,000         -         -             -       -             -            -         354
    -                               -         356

Stock issued for cash in 1997        1      304,571         -         -             -       -             -            -         205
    -                               -         206

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

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

Stock subject to rescission        -           -            -         -             -       -             -            -           -
    (17)                            -         (17)

Conversion of debentures to
  common stock                       1    1,208,077         -         -             -       -             -            -         444
    -                               -         445

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

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

                                                                                                                                  -
                                                                                                                                 ---

                                                                                                                             (2,777)

                                                                                                                             (2,777)

Balance at June 30, 1999             8    8,374,490        -            -          -        -             -            -       2,126
</TABLE>


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


                                                                       Continued
                                                             ENDOVASC LTD., INC.
                                        (A CORPORATION IN THE DEVELOPMENT STAGE)
                          STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT), Continued
                                 for the years ended June 30, 2002 and 2001, and
                   for the period from inception, June 10, 1996 to June 30, 2002
                                                                      ----------
                                               (In thousands, except share data)
<TABLE>
                                                                                                                   Losses
                                                                                                                  Accumulated
                                                Series A         Series B         Series C
                                                                                                Additional         During The
                                Common Stock  Preferred Stock  Preferred Stock  Preferred Stock  Paid-In
                                ---------------------------------------------------------------
                                                                                                          Treasury Development Total
                                Amount Shares  Amount  Shares  Amount  Shares    Amount  Shares  Capital   Stock
                                ------    -----------   ------     --------     ------   --------      ------     ---------    -
<S>                             <C>    <C>     <C>     <C>     <C>     <C>      <C>      <C>     <C>       <C>    <C>          <C>
                                                                                                                     Losses

Conversion of debentures to
  common stock                       3    2,569,546        -            -          -        -             -            -         841

                                                                                                                                   -

                                                                                                                                   -

                                                                                                                                844

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

                                                                                                                                   -

                                                                                                                                   -

                                                                                                                               1,390

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

                                                                                                                                   -

                                                                                                                                  -

                                                                                                                                 148

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

                                                                                                                                   -

                                                                                                                                   -

                                                                                                                                  63

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

                                                                                                                                   -

                                                                                                                                   -

                                                                                                                                193

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

                                                                                                                                   -

                                                                                                                                   -


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

                                                                                                                                   -
                                                                                                                                ---

                                                                                                                             (2,975)

                                                                                                                             (2,975)

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

                                                                                                                              (17)
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                                                      Continued
                                                             ENDOVASC LTD., INC.
                                        (A CORPORATION IN THE DEVELOPMENT STAGE)
                          STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT), Continued
                                 for the years ended June 30, 2002 and 2001, and
                   for the period from inception, June 10, 1996 to June 30, 2002
                                                                      ----------
                                               (In thousands, except share data)
<TABLE>
                                                                                                                  Losses

                                                                                                                  Accumulated
                                                Series A         Series B         Series C
                                                                                                Additional         During The
                                Common Stock  Preferred Stock  Preferred Stock  Preferred Stock  Paid-In
                                ---------------------------------------------------------------
                                                                                                          Treasury Development Total
                                Amount Shares  Amount  Shares  Amount  Shares    Amount  Shares  Capital   Stock
                                ------    -----------   ------     --------     ------   --------      ------     ---------    -
<S>                             <C>    <C>     <C>     <C>     <C>     <C>      <C>      <C>     <C>       <C>    <C>          <C>
                                                                                                                     Losses

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

                                                                                                                                   -

                                                                                                                                   -

                                                                                                                                  35

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

                                                                                                                                   -

                                                                                                                                 -

                                                                                                                                 275

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

                                                                                                                                   -

                                                                                                                                   -

                                                                                                                                 302

Issue of warrants for services     -            -          -            -          -        -             -            -         162

                                                                                                                                  -

                                                                                                                                   -

                                                                                                                             162

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

                                                                                                                                  -

                                                                                                                                   -

                                                                                                                              1,061

Conversion of preferred stock
  to common stock                   16    16,501,251       -         (14,240)      -        -             -            -        (16)

                                                                                                                                  -

                                                                                                                                  -

                                                                                                                                  -

Dividends declared on preferred
  stock                            -            -          -            -          -        -             -            -           -

                                                                                                                                  -

                                                                                                                              (135)

                                                                                                                               (135)

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

                                                                                                                                  -

                                                                                                                                 -

                                                                                                                                  65

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

                                                                                                                                  -

                                                                                                                                  -

                                                                                                                                 443
Issue of common stock for cash     -          27,500       -            -          -        -             -            -          6

                                                                                                                                  -

                                                                                                                                   -

                                                                                                                                  6

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

                                                                                                                                  -
                                                                                                                                ---

                                                                                                                            (2,842)

                                                                                                                             (2,842)

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

                                                                                                                               (17)
</TABLE>
    The accompanying notes are an integral part of these financial statements.

                                                                       Continued
                                                             ENDOVASC LTD., INC.
                                        (A CORPORATION IN THE DEVELOPMENT STAGE)
                          STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT), Continued
                                 for the years ended June 30, 2002 and 2001, and
                   for the period from inception, June 10, 1996 to June 30, 2002
                                                                      ----------
                                               (In thousands, except share data)
<TABLE>
                                                                                                                  Losses

                                                                                                                  Accumulated
                                                Series A         Series B         Series C
                                                                                                Additional         During The
                                Common Stock  Preferred Stock  Preferred Stock  Preferred Stock  Paid-In
                                ---------------------------------------------------------------
                                                                                                          Treasury Development Total
                                Amount Shares  Amount  Shares  Amount  Shares    Amount  Shares  Capital   Stock
                                ------    -----------   ------     --------     ------   --------      ------     ---------    -
<S>                             <C>    <C>     <C>     <C>     <C>     <C>      <C>      <C>     <C>       <C>    <C>          <C>
                                                                                                                     Losses

Exchange of common and treasury
  stock for Series B preferred
  stock                            (24)   (24,008,545)     -          -              2   2,400,855        -          -            17
   5                               -         -

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

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

                                                                                                                                 -

                                                                                                                                   -

                                                                                                                                 889

Issue of common stock for law-
  suit settlement                    8      8,000,000      -          -            -        -             -          -           400

                                                                                                                                 -

                                                                                                                                -

                                                                                                                                408

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

                                                                                                                                 (5)

                                                                                                                                  -

                                                                                                                               (5)

Purchase of treasury stock for
  note payable to stockholders     -         -             -          -            -        -             -          -            -
   (560)                           -         (560)

Issue of treasury stock for con-
  version of preferred stock
  to common stock                  -         -             -         (240)         -        -             -          -         (182)

                                                                                                                                 182

                                                                                                                                   -

                                                                                                                                 -

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

                                                                                                                                 -

                                                                                                                                  -

                                                                                                                                  -

Dividends declared on preferred
  stock                            -         -             -          -            -        -             -          -            -

                                                                                                                                 -

                                                                                                                               (103)

                                                                                                                             (103)

Issue of common stock as payment
  of dividends on preferred stock              2          2,379,913                -        -             -          -            -
   -                                 64      -             -            66

Conversion of debentures to com-
  mon stock                          6      5,945,870      -          -            -        -             -          -           166
   -                               -          172

Issue of treasury stock for
  conversion of debentures to
  common stock                     -         -             -          -            -        -             -          -         (324)
    378                            -           54

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

                                                                                                                                 -

                                                                                                                                  -

                                                                                                                                926

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

                                                                                                                                  -

                                                                                                                                  -

                                                                                                                                   9

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

                                                                                                                                  -

                                                                                                                                  -

                                                                                                                                 69

Effect of the beneficial conver-
  sion feature of the convertible
  debentures                       -         -             -          -            -        -             -          -          171

                                                                                                                                -

                                                                                                                                  -

                                                                                                                                 171

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

                                                                                                                                 -

                                                                                                                                  -

                                                                                                                                  -

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

                                                                                                                            (2,398)

                                                                                                                             (2,398)

Balance at June 30, 2002        $    2      2,183,575   $  -        7,869       $    2   2,400,855     $  -       350,000    $10,566
                                ======    ===========   =======    ======       ======   =========     =======    =======    =======
                                                                                                                              $
                                                                                                                               (17)
                                                                                                                           $(11,230)
                                                                                                                              $
                                                                                                                             (677)
</TABLE>
  The accompanying notes are an integral part of these financial statements.


                                                      ENDOVASC LTD., INC.
                                      (A CORPORATION IN THE DEVELOPMENT STAGE)
                                                    STATEMENT OF CASH FLOWS
                                        for the years ended June 30, 2002 and
                                2001, and for the period from inception, June
                                10, 1996, to June 30, 2002
                                                          ----------
                                                        (In thousands)
<TABLE>
                                                                                 Year Ended                Inception
                                                                             June 30,       June 30,      to June 30,
                                                                               2002           2001            2002  _
                                                                             -------        -------       -----------
<S>                                                                          <C>           <C>            <C>
Cash flows from operating activities:
  Net loss                                                                   $(2,398)       $(2,842)        $(11,212)
  Adjustments to reconcile net loss to net cash used
    in operating activities:
    Common stock, preferred stock and warrants
      issued as compensation for services and financing
      costs                                                                    1,108            302            3,917
    Extraordinary loss                                                          -               -                127
    Write down of long-lived assets to fair value                               -               -                285
    Depreciation and amortization expense                                         67             54              142
    Deferred income tax expense                                                 -               -                  8
    Amortization of discount on convertible debentures                           171            -                421
    Changes in operating assets and liabilities:
      Increase in accounts receivable                                           (214)           -               (214)
      Increase in other assets                                                   (21)           (11)            (135)
      Increase in accounts payable and
        accrued liabilities                                                      356            554            1,127
                                                                             -------        -------         --------

        Net cash used in operating activities                                   (931)        (1,943)          (5,534)
                                                                             -------        -------         --------

Cash flows from investing activities:
  Capital expenditures                                                            (5)           (84)            (147)
  Proceeds received from repayment of loan to
    stockholder                                                                 -               -                 72
                                                                             -------        -------         --------

        Net cash used in investing activities                                     (5)           (84)             (75)
                                                                             -------        -------         --------

Cash flows from financing activities:
  Proceeds from sale of equity securities                                       -               -                337
  Proceeds from sale of common stock                                              69              6              246
  Proceeds from exercise of warrants                                            -                35               35
  Proceeds from sale of convertible debenture and
    related conversion feature                                                   400            -              1,437
  Net proceeds from issuance of preferred stock                                 -             1,223            2,263
  Issuance of long-term debt                                                     123            -                229
  Repayment of long-term debt                                                    (53)           (18)            (117)
  Payments of obligations under capital leases                                   (38)           (23)             (61)
  Proceeds from advances from stockholders                                       324            -              1,268
  Repayments of notes to stockholder                                            -                (5)              (5)
  Purchase of treasury stock                                                      (5)           -                (22)
                                                                             -------        -------         --------

        Net cash provided by financing activities                                820          1,218            5,610
                                                                             -------        -------         --------

Net increase (decrease) in cash and cash equivalents                            (116)          (809)               1

Cash and cash equivalents at beginning of year                                   117            926             -___
                                                                             -------        -------         --------

Cash and cash equivalents at end of year                                     $     1        $   117         $      1
                                                                             =======        =======         ========

Supplemental disclosure of cash flow information:

  Cash paid for interest expense                                             $    29        $    18         $    116
                                                                             =======        =======         ========

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

</TABLE>



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

                                                 ENDOVASC LTD., 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, Ltd., Inc. (the "Company") was incorporated under the laws of
       the State of Nevada on June 10, 1996 and reincorporated in the State of
       Delaware on July 9, 2002 (See Note 18). The Company's principal business
       is the production of various drugs that can be administered using an
       advanced drug delivery system. The Company believes that its drug
       delivery system will ultimately be widely used by cardiologists,
       interventional radiologists and vascular surgeons. The Company is
       considered a development stage enterprise because it has not yet
       generated significant revenue from sale of its products and has devoted
       substantially all of its efforts in raising capital.

       Significant Estimates

       The preparation of financial statements in conformity with 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.

       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.

1.     Organization and Summary of Significant Accounting Policies, continued

       Research and Development

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

       Stock-Based Compensation

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

       Loss Per Share

       Basic and diluted loss per share is computed on the basis of the weighted
       average number of shares of common stock outstanding during each period.
       Common equivalent shares from common stock options and warrants and
       Series A, B and C convertible preferred stock are excluded from the
       computation (See Note 12) as their effect would dilute the loss per share
       for all periods presented.

       Fair Value of Financial Instruments

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

       Impairment of Long-Lived Assets

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

       Recent Accounting Pronouncements

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

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

1.     Organization and Summary of Significant Accounting Policies, continued

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


2.     License Agreement

       In February 2000 the Company entered into an exclusive license agreement
       with Stanford University to assist in the development of the Nicotine
       Receptor Agonist technology. For the exclusive rights to this license,
       the Company paid a non-refundable license fee of $100 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 the year ended June 30, 2002 and 2001 was $16
       and 17, respectively.


3.     Research Agreement

       Effective July 1, 2001, the Company entered into an External Research
       Agreement with another company (the "Sponsor") whereby the Sponsor has
       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 has agreed to fund a maximum of $512 which was recorded as
       revenue in the accompanying statement of operations for the year ended
       June 30, 2002. The option to extend this agreement for an additional one
       year term has not yet been exercised.

4.     License Agreement

       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 is to receive 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
       is 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 is 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. As of June 30,
       2002, the Company has collected $50 in cash, $50 upon the sale of
       1,000,000 shares of the Company's common stock and has recorded $100 in
       accounts receivable, which has subsequently been collected. No additional
       amounts have been recognized due to the Licensee having the right to
       cancel this agreement prior to the payment of the initial $1,000 payment.


5.     Property and Equipment

       Property and equipment at June 30, 2002 and 2001 consists of the
following (in thousands):
                                                         2002             2001
                                                       --------         --------

         Office furniture, fixtures and equipment      $   270          $    265
         Less accumulated depreciation                   (102)              (51)
                                                       -------          --------

                                                       $   168          $    214
                                                       =======          ========


       Depreciation expense during the years ended June 30, 2002 and 2001 was
       $51 and $37, respectively. Included in property and equipment at June 30,
       2002 and 2001 is equipment under capital leases of $123.


6.     Convertible Debentures

       During the year ended June 30, 2002, the Company issued $400,000 in
       convertible debentures. The debentures bear interest at 8% per year
       payable quarterly in arrears. The debentures mature in September 2003 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%.

6.     Convertible Debentures, continued

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


7.     Notes Payable

       Notes payable at June 30, 2002 and 2001 consist of the following (in
thousands):
<TABLE>
                                                                                    2002             2001
                                                                                  --------         --------
<S>                                                                               <C>              <C>
       Notes payable to a bank, bearing interest of rates ranging from prime
         (3.75% at June 30, 2002) to 8% and due in 36 monthly installments of
         $2,913, including interest, through 2004. Notes are uncollateralized
         but are guaranteed by two stock-
         holders of the Company.                                                  $    74          $     42

       Note payable to a bank, bearing interest at prime (3.75% at June 30,
         2002) 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, 2002. This note is
         collateral- ized by personal property or a stockholder of the
         Company.                                                                      50             -

       Notes payable to financial institutions, bearing int- erest of 9% to 11%
         and due in individual monthly installments of up to $4,056, through
         November 2001 and April 2002. These notes are uncollateralized
         but are guaranteed by a stockholder of the Company.                         -                   29

       Note payable to stockholder, non-interest bearing and
         due on demand.  This note is uncollateralized.                                58                99
                                                                                  -------          --------

           Total notes payable                                                        182               170

       Less current maturities                                                       (149)             (142)
                                                                                  -------          --------

                                                                                  $    33          $     28
                                                                                  =======          ========


       Future annual maturities of notes payable at June 30, 2002 are as follows
(in thousands):

         Year Ended
          June 30,                                                                                 Amount

            2003                                                                                   $   149
            2004                                                                                        33
                                                                                                   -------

                                                                                                   $   182


</TABLE>

8.     Accrued Liabilities

       Accrued liabilities at June 30, 2002 and 2001 consist of the following
(in thousands):
                                                          2002             2001
                                                       --------         --------

         Accrued payroll and related taxes              $     3          $    19
         Dividends payable                                  106               70
         Other accrued expenses                              35               35
         Accrued legal settlement (Note 13)                -                 408
                                                        -------          -------

                                                        $   144          $   532
                                                        =======          =======


9.     Income Tax

       The composition of deferred tax assets and the related tax effects at
June 30, 2002 and 2001 are as follows (in thousands):

                                                           2002            2001
                                                       --------         --------

         Benefit from carryforward of net
             operating losses                           $ 2,205          $ 1,666

         Less valuation allowance                       (2,205)          (1,666)
                                                        -------          -------

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


       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>

                                                           2002                              2001        _
                                                 -----------------------            ----------------------
                                                                 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                $   815            34.0%           $   966           34.0%
         Non-deductible expenses                    (276)          (11.5)              (243)          (8.6)
         Increase in valuation
           allowance                                (539)          (22.5)              (723)         (25.4)
                                                 -------           -----            -------          -----

           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, 2002, for federal income tax and alternative minimum tax
       reporting purposes, the Company has approximately $6,500 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 2022 and could be subject to severe limitations if
       significant ownership changes occur in the Company.

10.    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.
       The following has been adjusted for the effect of the 40 to 1 reverse
       stock split (See Note 18).

       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
       33,138 shares of the Company's common stock at a price ranging from
       $16.00 to $40.00 per share, which was greater than the market price of
       the stock at the grant date.

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

       In May 2002, the Company adopted the 2002 Directors, Officers and
       Consultants Stock Option, Stock Warrant and Stock Award Plan (the
       "Plan"). The purpose of the Plan is to maintain the ability of Endovasc
       Ltd., Inc. to attract and retain highly qualified and experienced
       directors, employees and consultants and to give such directors,
       employees and consultants a continued proprietary interest in the success
       of the Company. In addition, the Plan is intended to encourage ownership
       of common stock of the Company by the directors, employees and
       consultants of the Company and to provide increased incentive for such
       persons to render services and to exert maximum effort for the success of
       the Company's business. Subject to adjustment so that the total number of
       shares issuable under the Plan will equal 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 18).

       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 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.

       The Company has issued stock options to employees and non-employee
consultants as follows:
<TABLE>
                                                                                                     Weighted
                                 Number of Shares                                                    Average
                                                Non-                   Exercis-      Exercise        Exercise
                                Employee     Employee       Total        able          Price         Price _
                                --------     --------      -------     --------     -----------     --------
<S>    <C>                      <C>          <C>           <C>         <C>          <C>              <C>
       Options outstanding
         at June 30,2000         25,000      15,000         40,000      38,750      $10.00-$30.00    $15.20

       Options granted            8,763      24,375         33,138        -         $16.00-$40.00   $16.80

       Options exercised        (25,000)     (2,500)       (27,500)    (27,500)     $10.00-$16.00   $10.40

       Options expired             -         (8,750)        (8,750)     (7,500)     $16.00-$30.00   $24.40
                                -------      ------        -------      ------

       Options outstanding
         at June 30, 2001         8,763      28,125         36,888       3,750      $16.00-40.00        $18.40

       Options vested              -            -             -         33,138      $16.00-$40.00       $16.80

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

       Options outstanding
         at June 30, 2002         8,763      24,375         33,138      33,138      $16.00-$40.00   $16.80
                                =======      ======        =======     =======

</TABLE>

       Following is a summary of outstanding options at June 30, 2002:
<TABLE>
       Number of Shares                Vested              Expiration Date              Exercise Price
<S>    <C>                             <C>                 <C>                          <C>
           31,888                      31,888              December, 2003                    $16.00
            1,250                       1,250              December, 2003                    $40.00
           ------                      ------

           33,138                      33,138
           ======                      ======
</TABLE>

       During the year ended June 30, 2002 and 2001, 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:
<TABLE>

                                                                                                 Weighted
                                                                                                 Average
                                               Number of       Exercis-        Exercise          Exercise
                                               Shares  _         able            Price            Price
                                               ---------       --------       -----------        --------
<S>    <C>                                     <C>             <C>            <C>                <C>
       Warrants outstanding at
         June 30, 2000                           20,825         20,825        $4.00-$75.60       $32.80

       Warrants issued                           25,000         25,000        $0.40              $ 0.40

       Warrants exercised                       (31,250)       (31,250)       $0.40-$4.00        $ 1.20
                                               --------        -------

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

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

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

</TABLE>
       Following is a summary of outstanding warrants at June 30, 2002:
<TABLE>
       Number of Shares                Vested              Expiration Date              Exercise Price
<S>    <C>                             <C>                 <C>                          <C>
            6,250                       6,250              May, 2005                         $ 4.00
            8,325                       8,325              May, 2003                         $75.60
           25,000                      25,000              November, 2002                    $ 5.20
           25,000                      25,000              November, 2002                    $10.00
            6,250                       6,250              November, 2002                    $20.00
            2,500                       2,500              August, 2006                      $ 2.40
           ------                      ------

           73,325`                     73,325
           ======                      ======

</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.

       Proforma information regarding net income and earnings per share is
       required by Statement No. 123, and has been determined as if the Company
       had accounted for its employee stock options under the fair value method
       of that Statement. The fair value for these options was estimated at the
       date of grant using a Black-Scholes option pricing model with the
       following weighted-average assumptions for 2002 and 2001: risk-free
       interest rate of 5%; no dividend yield; weighted average volatility
       factor of the expected market price of the Company's common stock of
       0.70; and a weighted-average expected life of the options of 6 months to
       5 years.

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

       For purposes of proforma disclosures, the estimated fair value of the
       options is included in expense at the date of issuance. The Company's
       proforma information is as follows (in thousands, except per share data):
<TABLE>
                                                                                    2002             2001 _
                                                                                  --------         --------
<S>    <C>                                                                        <C>              <C>
       Net loss available to common stockholders                                  $(2,398)         $(2,842)

       Proforma net loss available to common stockholders                         $(2,399)         $(2,992)

       Proforma basic and dilutive loss per share                                 $ (1.28)         $ (6.93)
</TABLE>

11.    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 (See Note 17).

       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, 2002 and
       2001, 7,651 and 14,240 shares of preferred stock were converted to
       26,546,674 and 16,501,251 shares of common stock, respectively. In
       addition, in 2002, 1,000,000 shares of treasury stock were issued for the
       conversion of 240 shares of preferred stock.

       In addition, the Series A preferred stockholders were originally
       obligated to purchase an additional 30,000 shares (of which 15,000 shares
       were purchased during the year ended June 30, 2001) of Series A 8%
       convertible preferred stock at the option of the Company subject to the
       Company's compliance with various covenants. The Company has violated
       certain of these covenants but the stockholders retain the right to waive
       any violations. The purchase price of additional shares is $100 per
       share.

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

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

       As of June 30, 2002, the Company had entered into Exchange Agreements
       with certain stockholders (See Note 17), 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.

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

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

       Subsequent to June 30, 2002, 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 18).


12.    Loss Per Common Share

       The following table sets forth the computation of basic and diluted net
loss per common share:
<TABLE>
                                                                                    2002 _           2001 _
<S>                                                                               <C>              <C>
                                                                                  --------         --------
       Basic and diluted loss per common share:
         Net loss before extraordinary item                                       $(2,398)         $(2,842)
         Preferred stock dividends                                                   (103)            (135)
                                                                                  -------          -------

           Net loss available for common shareholders                             $(2,501)         $(2,977)
                                                                                  =======          =======
</TABLE>

13.    Commitments and Contingencies

       The Company was named as a defendant in a civil lawsuit styled David F.
       Miller v. Endovasc Ltd., Inc. The plaintiff claimed damages as a result
       of an alleged breach of a consulting contract with the Company. A bench
       trial was held on May 14, 2001. On June 15, 2001, a judgment was entered
       against the Company in the amount of $3,240 plus pre- and post-judgment
       interest. The Company filed a motion for a new trial, and the parties
       participated in mediation prior to a ruling on the Company's motion for a
       new trial. The mediation resulted in a settlement, which was entered into
       the Court records on August 10, 2001. As a result of the settlement, the
       Company issued 8,000,000 free-trading shares of the Company's common
       stock in the name of the plaintiff, based on an exemption from
       registration provided by Section 3(a)(10) of the Securities Act of 1933
       as amended. The settlement terminated all disputes of any kind between
       the parties, and also terminated a related matter styled David F. Miller
       v. Gary Ball. A liability, based on the fair market value of the
       8,000,000 shares of common stock to be issued, of $408 is included in
       accrued liabilities at June 30, 2001. During the year ended June 30,
       2002, the 8,000,000 shares of common stock were issued in satisfaction of
       this liability.

       A complaint was filed against the Company on September 19, 2002 styled
       Balmore SA et al v Endovasc Ltd., Inc. A hearing was held on September
       26, 2002 with the judge issuing an unfavorable ruling against the
       Company. The matter was settled through the issuance of 203,000 shares of
       the Company's common stock.

       The Company is 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.

       The Company has entered into a one-year lease agreement for office space
       which is accounted for as an operating lease. Lease payments of $4 are
       due monthly until July 31, 2003. Rent expense for the years ended June
       30, 2002 and 2001 was $39 and $21, respectively. In addition, the Company
       leases equipment under capital leases which expire at various dates
       through 2006. Future minimum lease payments having initial or
       noncancellable lease terms in excess of one year are as follows:

                                                                         Capital
                                                                          Leases

       2003                                                              $    54
       2004                                                                   25
       2005                                                                    9
       2006                                                                    5
                                                                         -------

       Total payments                                                         93
       Less amount representing interest                                    (23)
                                                                         -------

       Present value of minimum lease payments                                70
       Less current portion                                                 (37)
                                                                         -------

       Obligations under capital lease, net of current portion           $    33
                                                                         =======


14.    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, 2002 and 2001, the Company incurred net losses (in thousands) of
       $(2,398) and $(2,842), respectively, and negative cash flows from
       operations of $(931) and $(1,943), respectively. These factors along with
       a $(736) negative working capital position at June 30, 2002 raise
       substantial doubt about the Company's ability to continue as a going
       concern.

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

o            In the near term, the Company plans to receive an extension of its
             Research Agreement whereby the Company expects to receive a sum
             total not to exceed $512,000 from a third-party sponsor for the
             purpose of agreed-upon research.


       C     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.

       C     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:

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

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

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


15.    Non-Cash Investing and Financing Activities

       During the years ended June 30, 2002 and 2001, and for the period of
       inception, June 10, 1996 to June 30, 2002 the Company engaged in certain
       non-cash investing and financing activities as follows (in thousands):

<TABLE>
                                                                                                   Inception
                                                                       2002           2001          to Date
                                                                     --------       --------       ----------
<S>    <C>                                                           <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                                                  $   235        $   -          $ 1,524
                                                                     =======        =======        =======

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

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

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

       Conversion of note payable to shareholder
         to common stock                                             $   926        $   443        $ 1,503
                                                                     =======        =======        =======

       Conversion of dividends payable to
         common stock                                                $    66        $    65        $   131
                                                                     =======        =======        =======

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

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

       Issuance of notes payable for the purchase
         of equipment                                                $  -           $   124        $   124
                                                                     =======        =======        =======

       Dividends declared on preferred stock                         $   103        $  -           $   103
                                                                     =======        =======        =======

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

</TABLE>

16.    401(k) Plan

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


17.      Related Party Transactions

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

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

       As of June 30, 2002, certain officers and directors of the Company
       exchanged 17,779,083 shares of their common stock for 1,777,908 shares of
       Series B convertible preferred stock (See Note 11), which included
       preferential voting rights of 500 times those attributable to common
       stockholders. The right to convert common stock to Series B convertible
       preferred stock was offered only to certain common stockholders,
       including officers and directors of the Company. Such stockholders,
       officers and directors, who were selectively and preferentially offered
       Series B convertible preferred stock, avoided a 97.5% dilution of their
       position as common stockholders that all other common stockholders
       experienced. Effective July 9, 2002, upon reincorporation of the Company
       in the state of Delaware, and subsequent to the 40 to 1 reverse split of
       common stock (See Note 18), the officers' and directors' Series B
       preferred stock was automatically converted back to 17,779,083 shares of
       the Company's common stock.

18.    Subsequent Events

       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 11) resulting in the issuance of
       27,508,545 post-split shares of common stock in the new Delaware
       corporation. Accordingly, the reincorporation process resulted in a
       preferential stock dividend of 26,820,828 shares of common stock issued
       to holders of Series B and Series C convertible preferred stock in July
       2002.

       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 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.

       Subsequent to June 30, 2002, the board of directors approved the purchase
       by the Company of up to 2% of the outstanding shares of its common stock.