UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDED FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g)
of the Securities Exchange Act of 1934
ENDOVASC LTD., INC.
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(Name of Small Business Issuer in its Charter)
Nevada 76-0512500
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(State of other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
15001 Walden Road, Suite 108, Montgomery, TX 77356
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(Address of principal executive offices) (Zip Code)
Issuer's Telephone number: (409) 448-2222
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Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $0.001 Per Share
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(Title of Class)
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ITEM 1. DESCRIPTION OF BUSINESS
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The Company incorporates herein by this reference the text of Item 1
contained in its Amended Form 10-SB filed on February 4, 2000, and adds the
following to the narrative under the "Description of Business" heading:
As stated in the Company's previous Form 10-SB and Amended Form 10-Sb
filings, the Company as historically operated at a loss. During the fiscal year
ended June 30, 1999, the Company's net loss totaled $796,543. For the fiscal
year ended June 30, 1998 net losses totaled $1,032,834. From the Company's
inception through June 30, 1999 net losses totaled $2,786,008. As the audit
report attached to the Company's financial statements which are part of the
Company's February 4, 2000 Amended Form 10-SB states, the Company's accountants
believe that substantial doubt exists about the Company's ability to continue as
a going concern.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
OR PLAN OF OPERATION
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PLAN OF OPERATION
As was indicated in the notes to the financial statements, the Company
is primarily a developer and marketer of proprietary biopharmaceutics for the
human healthcare industry. The products are delivered in very small microspheres
called liposomes which can range in size from 50 nm to 10,000 nm or more, or in
conjugated compounds containing the drug on the surface of various prosthesis.
These products are protected by US Patent 4,820,732, US Patent 4,955,878 and
Notice of Allowance to US Ser. No. 07/797,743 received on March 1, 1999, and
Trademark Application Ser. No. 75/632,736 (LiprostinTM) and various patents
pending.
Liquidity and Cash Requirements
For a complete understanding, this Plan of Operations should be read in
conjunction with Part I Item 1, Description of Business, and Part F/S, Financial
Statements, to this Amended Form 10-SB.
During the period from inception, June 10, 1996 to June 30, 1999, the
Company has not generated any revenue from the sale of products and does not
expect to generate any material revenue from sale of products for at least the
following twelve months. Also, the Company has historically operated with
significant losses. The Company's lack of revenue may result in the Company's
inability to continue as a going concern.
However, during the next 12 months, management of the Company will
attempt to generate revenue by enhancing its ongoing research and development
services. In July 1999, the Company established one such program with C. R.
Bard, Inc. ("Bard") of Murray Hill, New Jersey. The Company and Bard are
collaborating on the development of new coatings for vascular stents, which may
inhibit or prevent restenosis and premature closure of Bard's peripheral stent
and graft prosthesis. A peripheral stent is a medical device used in the
arteries of limbs to maintain open blood flow. A graft prosthesis is an
artificial vein or artery. The above agreement also called for a "standstill"
and "quiet period" for six months while Bard carried out certain due diligence
on both the current research and development and the Company's core
technologies. The terms "standstill" and "quiet period" refer to the Company's
contractual obligation to refrain from the types of activities covered by the
agreement with Bard for a period of six months while Bard conducted its due
diligence. The term "due diligence refers to Bard's obligation to conduct an
investigation it deems necessary regarding the status of the research and
development of the Company's core products. Although there can be no assurances,
the Company is hopeful that this collaboration may result in a license or
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similar agreement some time during the next 12 months, which may alleviate the
Company's cash flow needs and its complete reliance on the need to secure funds
through small private placements of its debt and equity securities and its
dependency on personal loans from Dr. Summers.
As discussed above, research and development services are being sought
in order to generate revenues to assist in the cost of operations as opposed to
solely relying on the sale of equity or debt securities. However, these services
and revenues are dependent upon the ability of the Company primarily through its
founder, Dr. David Summers, to continue to be actively involved in the
development of new and novel technologies, which are of interest to potential
outside company collaborators and partners. Should Dr. Summers not be able to
continue to provide such services, the Company would be forced to recruit and
employ personnel capable of performing similar services and there is no
assurance that such persons could be recruited and employed to provide these
services, thus exposing the Company to potential loss of revenues tied to the
services.
In addition, the Company's projected income for the coming 12 months is
dependent on the timely acceptance of the Company's request for Food and Drug
Agency ("FDA") approval of its Phase I and Phase II clinical trials of its main
product Liprostin(TM), for treatment of critical limb salvage. Critical limb
salvage refers to medical treatment during which attempts are made to increase
blood circulation to a limb in order to prevent amputation. There is no
assurance that the FDA will approve the Company's submission as submitted. It is
possible that undue delays by the FDA will present opportunities for other
treatments to become available from larger companies with greater financial and
logistical resources. It also is possible that the FDA will not approve
Liprostin(TM).
Either of the two events described above, the failure of the Company's
research and development efforts and the FDA's failure to approve the Company's
products, could have an adverse impact on the Company's ability to continue
operations. At this point, the Company has no other sources of producing
revenue. Without revenues from sales of FDA approved products or from research
and development operations, it is likely the Company will fail as a going
concern.
Also, if the Company is unable to sell more of its securities to raise
operating funds or otherwise obtain such funds from establishing lines of credit
or selling its technologies, it is likely that the Company will fail as a going
concern. At this point, the Company has not plans to establish a line of credit,
sell its technologies or engage in a public offering of its shares in order to
generate operating capital.
Other than discussed above, the Company knows of no other trends,
events or uncertainties that have or are reasonably likely to have a material
impact on the Company's short-term or long-term liquidity.
As of June 30, 1999, the Company had an accumulated deficit of
($2,776,737) funded primarily by paid-in capital. During the years ended June
30, 1999 and 1998, the Company had losses from operations of ($796,543) and
($1,032,834), respectively. The Company expects that losses from operations will
continue until such time as product sales or research and development services
generate sufficient revenues to fund its continuing operations, as to which
there can be no assurance.
In December 1998, the Company offered to sell certain securities under
a Regulation D, Rule 504 exemption, which became fully subscribed in August 1999
for a total of $500,000. The Company intends to continue to raise capital as
needed via private placement of its securities, will seek lines of credit and
will solicit the sale of licenses and/or sale of its potential technologies if
so required.
The Company believe that it has sufficient capital for its short-term
needs. Specifically, the Company believes it has sufficient capital for
operations through the end of 2000. Management will have to find source of
additional capital for operations beyond 2000. If management fails in its
efforts to find such capital, the Company will no longer be able to operate.
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Research and Development
The Company will continue to attempt to develop new uses for its core
product LiprostinTM, which may enable it to avoid serious impact from the
uncertainties of (1) continued collaboration with Bard, or (2) the inability to
recruit other partners, collaborations or licensees for its technologies by
developing new uses for its prostaglandin coatings, such as use in hip or bone
prosthesis to promote rapid bone growth, use of prostaglandin and other
therapeutic agents for treatment of cancer, inflammatory disease, liver disease
and other diseases which prostaglandin has demonstrated safety and efficacy.
1. The Company has begun testing its first product, a liposomal
encapsulation of a natural occurring hormone, prostaglandin E-1 ("PGE-1") in
laboratory and animal models and is at present awaiting response from the US
Food and Drug Agency for approval to commence Phase I/II human trials. Although
the submission is planned for during the first quarter of the year 2000 and
should be reviewed and responded to by the FDA within the statutory 45 days,
there can be no assurance that this will be the case. It could be delayed if the
FDA requires additional information or tests which may necessitate resources
and/or financial outlays beyond the Company's capabilities. Consequently, this
may substantially impact the Company to the point that the Company may be
required to (a) cease operations, (b)out-license the product to a third party,
or (c) drop the product entirely.
2. The Company continues to devote the majority of its funds and
revenues on (a) its core product LiprostinTM, and (b) its collaborations and
potential licensing agreements.
3. To date, all of the Company's research and development has been
carried out without the need of additional plant and equipment other than what
the Company purchased during its first year of operation. Although there can be
no assurances that our collaborations or research and development agreements may
required additional plant and equipment, the Company has no plans for such
outlays.
Employees will be added as needed by the size and complexity of the
Company's business.
Going Concern Issue
The report from the Company's independent accountants includes an
explanatory paragraph which describes substantial doubt concerning the ability
of the Company to continue as a going concern, without continuing additional
contributions to capital. The Company may incur losses for the foreseeable
future due to the significant costs associated with research and development
activities and operation expenses which will be necessary for further
development of applications for the Company's products and its research and
development services. See "Financial Statements - Report of Independent
Accountants" and Note 9 - Going Concern Considerations.
Costs of Filing Periodic Reports
The filing of the Company's Form 10-SB in December of 1999, subjects
the Company to certain requirements of the Exchange Act of 1934. These
requirements include the filing of an annual report on the Company's business,
which must include audited financial statements; quarterly reports, which must
include unaudited interim financial statements; and periodic reports of certain
material events of which investors should be made aware. Legal and accounting
expertise are required to prepare these reports. The annual auditor's services
must be paid for in cash. Should cash not be available to pay for the auditor's
services, the Company will have to borrow the needed funds from sources not yet
identified.
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ITEM 3. DESCRIPTION OF PROPERTY
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The Company incorporates herein by this reference the text of Item 3
contained in its Amended Form 10-SB filed on February 4, 2000.
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ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
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The Company incorporates herein by this reference the text of Item 4
contained in its Amended Form 10-SB filed on February 4, 2000.
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ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS
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The Company incorporates herein by this reference the text of Item 5
contained in its Amended Form 10-SB filed on February 4, 2000.
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ITEM 6. EXECUTIVE COMPENSATION
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The Company incorporates herein by this reference the text of Item 6
contained in its Amended Form 10-SB filed on February 4, 2000.
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ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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During the past two (2) years, the Company has not entered into a
transaction with a value in excess of $60,000 with a director, officer or
beneficial owner of 5% or more of the Company's capital stock, or members of
their immediate families which had, or is to have, a direct or indirect material
interest, except as follows:
Effective October 1, 1999, the Company entered into a stock option
agreement with Dr. David P. Summers. Under this agreement, Dr. Summers is
granted an option to purchase up to 1,000,000 shares of the Company's common
stock at a purchase price below the prevailing market price. The option is for a
five year period ending October 31, 2004.
Effective December 9, 1997, the Company entered into a stock option
agreement with Gary R. Ball. Under this agreement, Mr. Ball is granted an option
to purchase up to 600,000 shares of the Company's common stock at a purchase
price below the prevailing market price. The option is for a three year period
expiring December 8, 2000.
During the fiscal year ended June 30, 1998, the Company also entered
into an agreement with M. Dwight Cantrell under the terms of which he was
compensated for past services as a director of the Company. Under the terms of
this agreement, Mr. Cantrell was granted an option to purchase 50,000 shares of
the Company's common stock at a purchase price of $0.75 per share for a term of
three years.
During the fiscal year ended June 30, 1999, the Company entered into an
agreement with Claudio Roman, Esq., under the terms of which he was compensated
for past services as legal counsel for the Company. Under the terms of this
agreement, Mr. Roman was granted an option to purchase 50,000 shares of the
Company's common stock at a purchase price of $0.25 per share for a term of
three years.
During the fiscal year ended June 30, 1998, the Company 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 the Company's
common stock. The Company made the initial $50,000 payment and issued the
200,000 shares of stock. The stock was issued pursuant to the exemption from
registration under Section 4(2) of the Securities Act of 1933, as amended.
However, the Company did not make the $75,000 payment as scheduled. The
agreement indicated that if the final payment was not made within seven months
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would be increased to $150,000 plus the issuance an additional 200,000 shares of
stock. The Company has not made its final payment to Mr. Pizzulli and remains
obligated to him under the term of the settlement agreement between the parties.
The Company has discussed the matter of payment with Mr. Pizzulli and the
Company believes that current arrangements pursuant to the settlement agreement
are satisfactory to both Mr. Pizzulli and the Company.
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ITEM 8. LEGAL PROCEEDINGS
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The Company incorporates herein by this reference the text of Item 8
contained in its Amended Form 10-SB filed on February 4, 2000.
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ITEM 9. MARKET PRICE OF AND DIVIDENDS ON REGISTRANT'S COMMON
EQUITY AND RELATED SHAREHOLDER MATTERS
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The Company incorporates herein by this reference the text of Item 9
contained in its Amended Form 10-SB filed on February 4, 2000.
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ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES
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All of the following issuances of the Company's shares which involve
the Company's reliance on the exemption from registration afforded by Section
4(2) of the Securities Act of 1933, as amended, were made because each such
issuance was part of a private transaction between the Company and the
individuals involved. Most of these individuals were officers, directors,
employees or third party vendors performing services for the Company. Such
individuals either had access to the Company's books and records or would have
been given access if such access was requested. Such issuance dealt with special
circumstance between the Company and the particular individuals and were not
part of general solicitation for the sale of the Company's shares.
On or about July 25, 1997, the Company issued at total of 300,000 of
its common stock pursuant to the exemption for registration provided by
Regulation D. The Company relied on such exemption from registration based upon
the fact that issuance of these shares complied with the requirements of
Regulation D and the Company made the required informational filing pursuant to
Regulation D. The total consideration paid the shares was $300,000, or $1.00 per
share. Such shares were issued to the following individuals in the following
amounts:
Name Shares
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Ronald & Judy Neddings 15,000
Paul & Helen Jones 30,000
Rafael and Ana Moreno 30,000
Drexal Global Fund 100,000
Ebensfeld Corporation 125,000
On or about September 26, 1997, the Company issued 382,571 shares of
its common stock for a total consideration of $500,000, or $1.30 per share. Such
shares were issued pursuant to the exemption from registration under Section
4(2)of the Securities Act of 1933, as amended. Such shares were issued to the
following individuals in the following amounts:
Name Shares
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Richard M. Johnson & Assoc. 300,000
James Mundt 3,571
Claudio R. Roman 20,000
M. Dwight Cantrell 25,000
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Name Shares
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Nick Nichols 10,000
Lester Summers 1,000
Dorothy Summers 1,000
Allan Burns 5,000
Dan Halman 2,000
Eric Gilles 10,000
Charles Siedel 5,000
Susan Cohen, Esq. 2,044
On or about June 16, 1998, the Company issued 100,000 shares of its
common stock to Alexander H. Walker, Jr. in consideration for legal services
rendered to the Company. Such services included preparation and filing of
organizational documents, registration documents and representation of the
Company in various legal matters. Such shares were valued at $1.00 per share and
were issued pursuant to the exemption from registration under Section 4(2) of
the Securities Act of 1933, as amended.
On or about June 16, 1998, the Company issued 300,000 shares of its
common stock to Dorothy Summers in exchange for office management and
administrative services during the 12 months of the Company organization and
start up. Such shares were valued at $1.00 per share and were issued pursuant to
the exemption from registration under Section 4(2) of the Securities Act of
1933, as amended.
On or about June 30, 1998, the Company issued 50,000 shares of its
common stock to Danilo D. Lasic in exchange for technical advisement services
rendered to the Company. Such services included technical and design work on the
Company's product development, including laboratory experiments, analysis and
validation of the Company's product. Such shares were valued at $1.00 per share
and were issued pursuant to the exemption from registration under Section 4(2)
of the Securities Act of 1933, as amended.
On or about September 23, 1998, the Company issued 18,987 shares of its
common stock to Nick A. Nichols, Jr. in exchange for patent counsel and filing
services. Such shares were valued at $1.00 per share and were issued pursuant to
the exemption from registration under Section 4(2) of the Securities Act of
1933, as amended.
On or about September 24, 1998, the Company issued 25,000 shares of its
common stock to M. Dwight Cantrell in exchange for book keeping and accounting
services. Such shares were valued at $1.00 per share and were issued pursuant to
the exemption from registration under Section 4(2) of the Securities Act of
1933, as amended.
On or about September 28, 1998, the Company issued 1,416 shares of its
common stock to Janet S. Clark in exchange for office management and
administrative services. Such shares were valued at $1.00 per share and were
issued pursuant to the exemption from registration under Section 4(2) of the
Securities Act of 1933, as amended.
On or about September 28, 1998, the Company issued 1,190 shares of its
common stock to James Mundt as part of a correction for the number of shares
issued to him on July 26, 1997. Such shares were valued at $1.34 per share and
were issued pursuant to the exemption from registration under Section 4(2) of
the Securities Act of 1933, as amended.
On or about October 19, 1998, the Company issued 2,083 shares of its
common stock to Alenka Lasic in exchange for services rendered in connection
with designing the Company's brochures and designing the Company's website. Such
shares were valued at $1.00 per share and were issued pursuant to the exemption
from registration under Section 4(2) of the Securities Act of 1933, as amended.
On or about November 19, 1998, the Company issued 14,380 shares of its
common stock to Susan Cohen in consideration for legal services rendered to the
Company. Such services included the preparation and filing of documentation in
connection with the Company's Regulation D offering. Such shares were valued at
$1.00 per share and were issued pursuant to the exemption from registration
under Section 4(2) of the Securities Act of 1933, as amended.
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On or about November 30, 1998, the Company issued 50,000 shares of its
common stock to James D. Regan in exchange for technical advisement services
rendered to the Company, including drug design concepts and technical reports.
Such shares were valued at $1.00 per share and were issued pursuant to the
exemption from registration under Section 4(2) of the Securities Act of 1933, as
amended.
On or about November 30, 1998, the Company issued 10,416 shares of its
common stock to Alenka Lasic in exchange for services rendered in connection
with designing Company brochures and designing the Company's website. Such
shares were valued at $1.00 per share and were issued pursuant to the exemption
from registration under Section 4(2) of the Securities Act of 1933, as amended.
On or about December 29, 1998, the Company issued 650,000 shares of its
common stock to Edward H. Burnbaum in exchange for escrow services in connection
with the Company's convertible debentures. Such shares were valued at $0.18 per
share and were issued pursuant to the exemption from registration under Rule 504
of Regulation D. The Company relied on such exemption from registration based
upon the fact that issuance of these shares complied with the requirements of
Regulation D and the Company made the required informational filing pursuant to
Regulation D.
On or about January 8, 1999, the Company issued 35,556 shares of its
common stock to Amram Rothman in connection with the conversion of convertible
debentures owned by Mr. Rothman. Such shares were valued at $0.28125 per share
and were issued pursuant to the exemption from registration under Rule 504 of
Regulation D. The Company relied on such exemption from registration based upon
the fact that issuance of these shares complied with the requirements of
Regulation D and the Company made the required informational filing pursuant to
Regulation D.
On or about January 14, 1999, the Company issued 20,000 shares of its
common stock to Phoenix Investment Group in exchange for investor relations,
internet media services. Such shares were valued at $1.00 per share and were
issued pursuant to the exemption from registration under Section 4(2) of the
Securities Act of 1933, as amended.
On or about January 14, 1999, the Company issued 5,200 shares of its
common stock to James Regan in exchange for technical advisement services
rendered to the Company. Such shares were valued at $1.00 per share and were
issued pursuant to the exemption from registration under Section 4(2) of the
Securities Act of 1933, as amended.
On or about January 22, 1999, the Company issued 10,116 shares of its
common stock to Alenka Lasic in exchange for services rendered in connection
with designing Company brochures and designing the Company's website. Such
shares were valued at $1.00 per share and were issued pursuant to the exemption
from registration under Section 4(2) of the Securities Act of 1933, as amended.
On or about January 28, 1999, the Company issued 80,000 shares of its
common stock to Amram Rothman in connection with the conversion of convertible
debentures owned by Mr. Rothman. Such shares were valued at $0.18750 per share
and were issued pursuant to the exemption from registration under Rule 504 of
Regulation D. The Company relied on such exemption from registration based upon
the fact that issuance of these shares complied with the requirements of
Regulation D and the Company made the required informational filing pursuant to
Regulation D.
On or about February 3, 1999, the Company issued 2,000 shares of its
common stock to John G. Charles in exchange for office management and
administrative services. Such shares were valued at $1.00 per share and were
issued pursuant to the exemption from registration under Section 4(2) of the
Securities Act of 1933, as amended.
On or about February 3, 1999, the Company issued 5,200 shares of its
common stock to James D. Regan in exchange for technical advisement services
rendered to the Company. Such shares were valued at $1.00 per share and were
issued pursuant to the exemption from registration under Section 4(2) of the
Securities Act of 1933, as amended.
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On or about February 18, 1999, the Company issued 106,667 shares of its
common stock to Amram Rothman in connection with the conversion of convertible
debentures owned by Mr. Rothman. Such shares were valued at $0.140625 per share
and were issued pursuant to the exemption from registration under Rule 504 of
Regulation D. The Company relied on such exemption from registration based upon
the fact that issuance of these shares complied with the requirements of
Regulation D and the Company made the required informational filing pursuant to
Regulation D.
On or about February 23, 1999, the Company issued 100,000 shares of its
common stock to Patrick M. Rost in exchange for shareholder relations services.
Such shares were valued at $1.00 per share and were issued pursuant to the
exemption from registration under Section 4(2) of the Securities Act of 1933, as
amended.
On or about February 23, 1999, the Company issued 5,000 shares of its
common stock to Shawn F. Hackman in exchange for legal services. Such shares
were valued at $1.00 per share and were issued pursuant to the exemption from
registration under Section 4(2) of the Securities Act of 1933, as amended. The
shares later were returned to the Company.
On or about March 9, 1999, the Company issued 248,889 shares of its
common stock to Amram Rothman in connection with the conversion of convertible
debentures owned by Mr. Rothman. Such shares were valued at $0.140625 per share
and were issued pursuant to the exemption from registration under Rule 504 of
Regulation D. The Company relied on such exemption from registration based upon
the fact that issuance of these shares complied with the requirements of
Regulation D and the Company made the required informational filing pursuant to
Regulation D.
On or about March 23, 1999, the Company issued 13,201 shares of its
common stock to Hiroko Yoshida in exchange for technical advisement services
rendered to the Company in connection with scientific analysis and laboratory
experiments on the Company's products. Such shares were valued at $1.00 per
share and were issued pursuant to the exemption from registration under Section
4(2) of the Securities Act of 1933, as amended.
On or about April 6, 1999, the Company issued 127,348 shares of its
common stock to Amram Rothman in connection with the conversion of convertible
debentures owned by Mr. Rothman. Such shares were valued at $0.38281 per share
and were issued pursuant to the exemption from registration under Rule 504 of
Regulation D. The Company relied on such exemption from registration based upon
the fact that issuance of these shares complied with the requirements of
Regulation D and the Company made the required informational filing pursuant to
Regulation D.
On or about April 13, 1999, the Company issued 5,166 shares of its
common stock to Alenka Lasic in exchange for services rendered in connection
with designing Company's brochures and designing the Company's website. Such
shares were valued at $1.00 per share and were issued pursuant to the exemption
from registration under Section 4(2) of the Securities Act of 1933, as amended.
On or about April 19, 1999, the Company issued 187,324 shares of its
common stock to Mr. Amram Rothman in connection with the conversion of
convertible debentures owned by Mr. Rothman. Such shares were valued at $0.3203
and were issued pursuant to the exemption from registration under Rule 504 of
Regulation D. The Company relied on such exemption from registration based upon
the fact that issuance of these shares complied with the requirements of
Regulation D and the Company made the required informational filing pursuant to
Regulation D.
On or about April 22, 1999, the Company issued 93,409 shares of its
common stock to Mr. Amram Rothman in connection with the conversion of
convertible debentures owned by Mr. Rothman. Such shares were valued at $0.28905
and were issued pursuant to the exemption from registration under Rule 504 of
Regulation D. The Company relied on such exemption from registration based upon
the fact that issuance of these shares complied with the requirements of
Regulation D and the Company made the required informational filing pursuant to
Regulation D.
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On or about April 29, 1999, the Company issued 139,132 shares of its
common stock to Mr. Amram Rothman in connection with the conversion of
convertible debentures owned by Mr. Rothman. Such shares were valued at $0.35937
per share and were issued pursuant to the exemption from registration under Rule
504 of Regulation D. The Company relied on such exemption from registration
based upon the fact that issuance of these shares complied with the requirements
of Regulation D and the Company made the required informational filing pursuant
to Regulation D.
On or about May 20, 1999 the Company issued 65,308 shares of its common
stock to Amram Rothman in connection with the conversion of convertible
debentures owned by Mr. Rothman. Such shares were valued at $0.3828 per share
and were issued pursuant to the exemption from registration under Rule 504 of
Regulation D. The Company relied on such exemption from registration based upon
the fact that issuance of these shares complied with the requirements of
Regulation D and the Company made the required informational filing pursuant to
Regulation D.
On or about May 27, 1999, the Company issued 1,000 shares of its common
stock to Janet S. Clark in exchange for office management and administration
services. Such shares were valued at $0.3828 per share and were issued pursuant
to the exemption from registration under Section 4(2) of the Securities Act of
1933, as amended.
On or about June 8, 1999, the Company issued 16,487 shares of its
common stock to Hiroko Yoshida in exchange for technical advisement services
rendered to the Company in connection with scientific analysis and laboratory
experiments on the Company's products. Such shares were valued at $1.00 per
share and were issued pursuant to the exemption from registration under Section
4(2) of the Securities Act of 1933, as amended.
On or about June 24, 1999, the Company issued 124,444 shares of its
common stock to Amram Rothman in connection with the conversion of convertible
debentures owned by Mr. Rothman. Such shares were valued at $0.3203 and were
issued pursuant to the exemption from registration under Rule 504 of Regulation
D. The Company relied on such exemption from registration based upon the fact
that issuance of these shares complied with the requirements of Regulation D and
the Company made the required informational filing pursuant to Regulation D.
On or about July 8, 1999, the Company issued 10,000 shares of its
common stock to John G. Charles in exchange for office management and
administrative services. Such shares were valued at $1.00 per share and were
issued pursuant to the exemption from registration under Section 4(2) of the
Securities Act of 1933, as amended.
On or about July 27, 1999, the Company issued 5,000 shares of its
common stock to Sherry R. Ball in exchange for corporate video design and
development services. Such shares were valued at $1.00 per share and were issued
pursuant to the exemption from registration under Section 4(2) of the Securities
Act of 1933, as amended.
On or about July 26, 1999 the Company issued 98,467 shares of its
common stock to Amram Rothman in connection with the conversion of convertible
debentures owned by Mr. Rothman. Such shares were valued at $0.30467 per share
and were issued pursuant to the exemption from registration under Rule 504 of
Regulation D. The Company relied on such exemption from registration based upon
the fact that issuance of these shares complied with the requirements of
Regulation D and the Company made the required informational filing pursuant to
Regulation D.
On or about July 29, 1999, the Company issued 18,577 shares of its
common stock to Hiroko Yoshida in exchange for scientific and product
development services rendered to the Company. Such shares were valued at $1.00
per share and were issued pursuant to the exemption from registration under
Section 4(2) of the Securities Act of 1933, as amended.
On or about August 6, 1999, the Company issued 9,883 shares of its
common stock to Hiroko Yoshida in exchange for scientific and product
development services rendered to the Company. Such shares were valued at $1.00
per share and were issued pursuant to the exemption from registration under
Section 4(2) of the Securities Act of 1933, as amended.
10
<PAGE>
On or about August 6, 1999, the Company issued 50,000 shares of its
common stock to Danilo Lasic in exchange for scientific, laboratory, and
technical advice rendered to the Company. Such shares were valued at $1.00 per
share and were issued pursuant to the exemption from registration under Section
4(2) of the Securities Act of 1933, as amended.
On or about September 27, 1999, the Company issued 200,000 shares of
its common stock to Francis Pizzuli in connection with the settlement of a
dispute between Mr. Pizzuli and the Company. Such shares were issued pursuant to
the exemption from registration under Section 4(2) of the Securities Act of
1933, as amended. This transaction is described in Item 7 above.
On or about September 27, 1999, the Company issued 237,079 shares of
its common stock to Amram Rothman in connection with the conversion of
convertible debentures owned by Mr. Rothman. Such shares were valued at $0.2109
per share and were issued pursuant to the exemption from registration under Rule
504 of Regulation D. The Company relied on such exemption from registration
based upon the fact that issuance of these shares complied with the requirements
of Regulation D and the Company made the required informational filing pursuant
to Regulation D.
On or about October 4, 1999, the Company issued 4,000 shares of its
common stock to John G. Charles in exchange for sales and marketing services.
Such shares were valued at $1.00 per share and were issued pursuant to the
exemption from registration under Section 4(2) of the Securities Act of 1933, as
amended.
On or about October 13, 1999 the Company issued 384,000 shares of its
common stock to Amram Rothman in connection with the conversion of convertible
debentures owned by Mr. Rothman. Such shares were valued at $0.09375 per share
and were issued pursuant to the exemption from registration under Rule 504 of
Regulation D. The Company relied on such exemption from registration based upon
the fact that issuance of these shares complied with the requirements of
Regulation D and the Company made the required informational filing pursuant to
Regulation D.
On or about October 28, 1999 the Company issued 500,000 shares of its
common stock to Amram Rothman in connection with the conversion of convertible
debentures owned by Mr. Rothman. Such shares were valued at $0.20 per share and
were issued pursuant to the exemption from registration under Rule 504 or
Regulation D. The Company relied on such exemption from registration based upon
the fact that issuance of these shares complied with the requirements of
Regulation D and the Company made the required informational filing pursuant to
Regulation D.
- --------------------------------------------------------------------------------
ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
- --------------------------------------------------------------------------------
The Company incorporates herein by this reference the text of Item 11
contained in its Amended Form 10-SB filed on February 4, 2000.
- --------------------------------------------------------------------------------
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
- --------------------------------------------------------------------------------
The Company incorporates herein by this reference the text of Item 12
contained in its Amended Form 10-SB filed on February 4, 2000.
- --------------------------------------------------------------------------------
ITEM 13. FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
The Company incorporates herein by this reference the text of Item 13
contained in its Amended Form 10-SB filed on February 4, 2000, and supplements
such information with the following unaudited financial information:
11
<PAGE>
ENDOVASC LTD., INC.
(A DEVELOPMENT STAGE CORPORATION)
STATEMENT OF OPERATIONS
For the Three Months Ended on December 31, 1999 and1998 and
For the Period from Inception, June 30, 1996, to December 31, 1999
UNAUDITED
12
<PAGE>
UNAUDITED
ENDOVASC LTD., INC.
(A DEVELOPMENT STAGE CORPORATION)
BALANCE SHEET
December 31 , 1999 and 1998
<TABLE>
<CAPTION>
Assets
December 31.
1999 1998
---- ----
Current Assets
<S> <C> <C>
Cash $71,890 $11,152
Prepaid expenses 1,276 11,714
Total Current Assets 73,166 22,866
Property & equipment-net 9,036 7,967
Deposits 2,900 2,900
Total Assets $85,102 $33,733
Liabilities and Stockholders' Deficit
Current Liabilities:
Current maturities of long-term debt $70,081 $95,031
Note payable shareholder 0 95,248
Accounts payable 191,743 157,001
Accrued liabilities 473,192 452,132
Total Current Liabilities 735,016 799,412
Long term debt, net of current maturities 5,215 175,000
Convertible debentures 130,500 37,500
Total Liabilities 870,731 1,011,912
Stockholders' deficit Common stock, $.001
par value, 100,000,000 shares
authorized, 10,752,376 shares issued
and 8,093,484 shares outstanding 10,752 8,424
Additional paid in capital 2,479,136 1,204,808
Deficit accum. during devel. stage (3,258,606) (2,174,500)
Treasury stock (16,911) (16,911)
Total Stockholders Deficit (785,629) (978,179)
Total Liabilities and
Stockholders' Deficit $85,102 $33,733
</TABLE>
13
<PAGE>
UNAUDITED
ENDOVASC LTD., INC.
(A DEVELOPMENT STAGE CORPORATION)
STATEMENT OF OPERATIONS
For the Three Months Ended on December 31, 1999 and 1998 and
For the Period from Inception, June 30, 1996, to December 31, 1999
<TABLE>
<CAPTION>
Incepiton
December 31, to
1999 1998 12/31/99
---- ---- --------
<S> <C> <C> <C>
Revenue $ 0 $ 0 $ 23,554
Operating Expenses
Research and Development Cost 64,955 23,314 1,494,200
Operating, general and administrative
Cost 89,548 28,663 1,558,379
Interest expense 4,120 41,355 229,581
Total Cost and Operating Expenses 158,623 93,332 3,282,160
Net Loss $ (158,623) $ (93,332) (3,258,606)
Retained Earnings Sept 30, (3,099,983) (2,081,168) --
Retained Earnings Dec. 31, $(3,258,606) $(2,174,500) --
</TABLE>
14
<PAGE>
UNAUDITED
ENDOVASC LTD., INC.
(A DEVELOPMENT STAGE CORPORATION)
STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
For the Three Months Ended on December 31, 1999
<TABLE>
<CAPTION>
CAPITAL STOCK
Number of Dollar Paid in Treasury Accumulated
Shares Amount Capital Stock Deficit
------ ------ ------- ----- -------
<S> <C> <C> <C> <C> <C>
Balance at 9/30/99 8,713,496 $ 8,713 $ 2,208,580 $ (16,911) $(3,099,983)
Issue of common stock for
services in this period 188,000 188 108,793 0 0
Issue of common stock for in debt
in this period 1,600,000 1,600 129,400 0 0
Conversion of debentures to common
stock 250,880 251 32,363
Net (loss) for the period ending
Dec 31, 1999 (158,623)
Balance at December 31, 1999 10,752,376 $ 10,752 $ 2,479,136 $ (16,911) $(3,258,606)
</TABLE>
15
<PAGE>
UNAUDITED
ENDOVASC LTD., INC.
(A DEVELOPMENT STAGE CORPORATION)
STATEMENT OF CASH FLOWS
For the Three Months Ended on December 31, 1999 and1998
and For the Period from Inception, June 30, 1996, to
December 31, 1999
<TABLE>
<CAPTION>
Inception
December 31, to
1999 1998 1999
---- ---- ----
<S> <C> <C> <C>
Cash flows used in operation activities $ (70,442) $ (63,993) $(1,319,503)
Cash flows used in investing activities 0 0 (20,297)
Cash flows from investing activities:
Depreciation and amortization
Proceeds from sales of equity securities 0 0 302,332
Proceeds from sales of common stock 131,000 336,501
Purchase of treasury stock 0 0 (16,911)
Proceeds from sale of convertible debt 0 37,500 630,500
Issuance-Repayment of notes payable (5,911) 22,500 75,296
Proceeds from advances from shareholders 0 0 85,248
Net Cash Provided by Financing Activities 125,089 60,000 1,412,966
Cash and Cash Equivalents begining of period 18,519 7,159 0
Cash and Cash Equivalents end of period $ 73,166 $ 11,152 $ 73,166
Non-cash investing and financing activity:
Common stock issued upon converson of
debentures $ 32,614 $ 0 $ 432,614
Common stock issued for services and
patent rights $ 108,981 $ 35,000 $ 1,311,772
Common stock issued for equity securities $ 0 $ 0 $ 302,332
</TABLE>
16
<PAGE>
UNAUDITED
ENDOVASC LTD., INC.
(A DEVELOPMENT STAGE CORPORATION)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 1999
Note 1 - Interim Financial Statements
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principals for interim financial
information and with the instructions to Form 10-QSB and Article 10 of
Regulation S-B instruction. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principals
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three month period
December 31, 1999 and 1998 are not necessarily indicative of the results that
may be expected for.respective full year.
A summary of the Company's significant accounting policies and other
information necessary to understand the interim financial statement is presented
in the Company's audited financial statement for the years ended June 30, 1999
and 1998. Accordingly the Company's Audited financial statements should be read
in connection with these financial statements
Note 2 - Income Taxes
The Difference between the 34% federal statutory income tax rate and
amounts shown in the accompanying interim financial statement is primarily
attributable to an increase in the valuation allowance applied against the tax
benefit from utilization of net operating loss carry forwards.
Note 3- Stockholders' Equity
During the quarter ended December 31, 1999 the Company issued Shares of
common stock and had other increases to stockholders' equity as follows:
<TABLE>
<CAPTION>
Common Paid-In
Stock Capital Total
----- ------- -----
<S> <C> <C> <C>
Common stock issued for
cash $1,600 $129,400 $130,000
Common stock issued as
payment for services 188 108,793 108,981
Conversion of debentures to
common stock 251 32,363 32,614
$2,039 $270,556 $272,595
</TABLE>
Note 4- Convertible Debentures
At December 31, 1999 the company owed amounts under a Series B
convertible debenture totaling $130,500. These debentures bare interest at a
stated rate of 8% per year. These debentures mature in July. 2001 and are
convertible to shares of the Company's common stock at a conversion price per
share equal to 75% of the average closing bid price of the common stock for the
three days immediately preceding the date of conversion.
- --------------------------------------------------------------------------------
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
- --------------------------------------------------------------------------------
The Company incorporates herein by this reference the text of Item 14
contained in its Amended Form 10-SB filed on February 4, 2000.
- --------------------------------------------------------------------------------
ITEM 15. Financial Statements and Exhibits
- --------------------------------------------------------------------------------
The Company incorporates herein by this reference the text and exhibits
of Item 15 contained in its Amended Form 10-SB filed on February 4, 2000
17
<PAGE>
- --------------------------------------------------------------------------------
SIGNATURES
- --------------------------------------------------------------------------------
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: March 22, 2000.
ENDOVASC LTD, INC.
By:/s/ David P. Summers
---------------------
Dr. David P. Summers
Chief Executive Officer
18
