As filed with the Securities and Exchange Commission on April 30, 2001
Registration No. 333-57270
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENMENT NO. 1
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ENDOVASC LTD., INC.
(Exact name of small business Issuer as specified in its charter)
Nevada 76-0512500 2836
(State or other jurisdiction of (I.R.S. Employer Identification Number) (Primary Standard Industrial
incorporation or organization) Classification Code Number)
15001 Walden Road
Suite 108
Montgomery, Texas 77356
(936) 448-2222
(Address and telephone number of principal executive offices)
Mr. David P. Summers
15001 Walden Road
Suite 108
Montgomery, Texas 77356
(936) 448-2222
(Name, address and telephone number of agent for service)
Copies of all communications to:
Richard A. Friedman, Esq.
Sichenzia, Ross & Friedman, LLP
135 West 50th Street
New York, New York 10022
Telephone No.: (212) 664-1200
Facsimile No.: (212) 664-7329
Approximate date of proposed sale to the public:
From time to time after the effective date of this Registration Statement
in light of market conditions and other factors.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. X
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Each Offering Aggregate Amount of
Class of Securities Amount to be Price Per Offering Registration
to be Registered Registered Share Price Fee
Common Stock, .001 par value(1) 55,987,809 0.063 (2) $3,527,231.97 $881.81
Total $881.81*
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* A Filing Fee in the amount of $734.84 was paid with the filing of the
Company's registration statement.
(1) Issuable upon the conversion of Series A Preferred Stock. Also registered
hereunder are an indeterminate number of additional shares of Class A Common
Stock which may become issuable by virtue of anti-dilution provisions of the
Series A Preferred Stock.
(2) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
EXPLANATORY STATEMENT
This registration statement is being filed with respect to the
registration of additional shares of Class A Common Stock (the "Common Stock")
of Endovasc Ltd., Inc., a Delaware corporation (the "Company") pursuant to Rule
462(b) under the Securities Act of 1933, as amended (the "Securities Act") and
pursuant to General Instruction C to Form SB-2. In accordance with Rule 462(b),
this registration statement incorporates by reference the contents of the
Company's registration statement on Form SB-2 (Reg. No. 333-57270) which was
declared effective by the Securities and Exchange Commission on March 28, 2001.
Pursuant to Rule 429 under the Securities Act, the securities registered in
Registration Number 333-57270 may be offered and sold together with the
securities registered hereunder through the use of the combined prospectus
included in Registration Number 333-57270.
EXHIBITS
Exhibit No. Description
- - ----------- -----------
5.1 Form of Opinion of Sichenzia, Ross & Friedman LLP as to legality of securities being offered
23.1 Consent of Ham, Langston & Brezina, LLP
23.2 Consent of Sichenzia, Ross & Friedman LLP (included in Exhibit 5.1)
SIGNATURES
Pursuant to the requirements of the Act, the Company certifies that it
has reasonable grounds to believe that it meets all of the requirement for
filing on Form SB-2 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the State of
Texas, on April 30, 2001.
Signature Title Date
/s/David P. Summers Chief Executive Officer and April 30, 2000
David P. Summers Chairman
/s/Barbara J. Richardson Secretary and Director April 30, 2000
Barbara J. Richardson
/s/M. Dwight Cantrell Chief Financial Officer, April 30, 2000
M. Dwight Cantrell Treasurer and Director
/s/Gary R. Ball Director April 30, 2000
Gary R. Ball
/s/Claudio R. Roman Director April 30, 2000
Claudio R. Roman