U.S. Securities and Exchange Commission
                 Washington, D.C. 20549

	              Form 10-KSB

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
    SECURITIES EXCHANGE ACT OF 1934 [Fee required]

For the fiscal year ended May 31, 2004
                          ------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 [No fee required]

For the transition period from _____________ to _________________

Commission file number 0-10035

	                    LESCARDEN INC.
------------------------------------------------------------------
 (Exact name of small business issuer as specified in its charter)

        New York                                13-2538207
-------------------------------           --------------------
(State or other jurisdiction of           (I.R.S. Employer
 incorporation or organization)            Identification No.)

420 Lexington Avenue, New York Suite 212           10170
----------------------------------------  --------------------
(Address of principle executive offices)       (Zip Code)

Issuer's telephone number (212) 687-1050
                          --------------

Securities registered under Section 12(b) of the Act: None
                                                      ----

Securities registered under Section 12(g) of the Act:
		 Common Stock $.001 par value

Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 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 in this form, 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.
[X]

1<PAGE>

Issuers revenues for its most recent fiscal year were $ 320,584.

The aggregate market value of the registrant's Common Stock held by
nonaffiliates of the registrant on July 09, 2004 was approximately
$3,831,337.

The number of shares of registrant's Common Stock outstanding as of
July 09, 2004 was 29,830,495.

ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE
YEARS

Check whether the issuer has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act
after the distribution of securities under a plan confirmed by a
court.
Yes [X]   No [ ]

      DOCUMENTS INCORPORATED BY REFERENCES: None
                                            ----
Transitional Small Business Disclosure Format (Check one): Yes
: No X
     -
2<PAGE>
                                 PART I
                                 ------


ITEM 1. BUSINESS
        --------

          The Company's current liquidity position must be viewed
as critical.  (See Item 6 Management's Discussion and Analysis of
Operations)

          The Company, a New York Corporation, has been in business
since 1960. The Company's product developments continue to
concentrate on its proprietary materials, Catrix(R) and POLY-NAG(R),
both in terms of their therapeutic, cosmetic and food supplement
values.

          With regard to Catrix(R), the Company, in the early 1980's,
obtained an Investigational New Drug ("IND") exemption from the
U.S. Food and Drug Administration ("FDA") and the Canadian Health
Protection Branch ("HPB") for the experimental treatment of solid
tumors in humans.  Prior to obtaining the IND, the Company
completed all pre-clinical studies and Phase I clinical trials
relating to the safety of Catrix(R).  For several years, the Company
conducted a Phase II/III clinical trial on patients with metastatic
renal cell disease.  This trial was conducted at twolocations, and
more than 25 patients were enrolled.  Patients tolerated the drug
well, and only a few patients experienced mild adverse reactions.
Otherwise, the clinical results were encouraging.  However, at the
end of 1999, the Company, in consultation with the principal
investigators, suspended continuation of the study.  This
suspension was due to the Company's inability to finance a larger
patient population for the study.  While the Company cannot
guarantee that the study will be resumed at any time, the Company
retains the option to resume this study in the future.  Prior to
resuming these trials however, the Company is required to file for
permission from the FDA.

          In 1994, the Company licensed another company to  seek
FDA approval for the use of pure Catrix(R) powder in treating
decubitus ulcers (the pressure sores experienced by some diabetics
and the chronically bed-ridden), and other topical wounds.
Traditional treatment for these lesions involves debridement,
improved hygiene, nutrition and nursing care.  Moreover, there
currently exist literally dozens of drugs and devices targeted to
treat chronic non-healing wounds.  The clinical efficacy of these
products in wound care is generally viewed as modest to merely
palliative.

3<PAGE>
          The Company believes that the ability to provide an
active agent to accelerate the healing process represents a clear
business opportunity in a significant market with a demonstrated
need for a more effective therapy.

          The Company's prior licensee filed a so-called 510 (k)
marketing application with the FDA in August 1996.  In December
1996 the FDA approved the 510 (k) application thus establishing
pure Catrix(R) powder as safe and efficacious in the management of
wounds.  Specifically, the FDA approval letter states:

          "[Catrix(R) Wound Dressing...is...intended for use in the
          management of pressure ulcers (stages I-IV), stasis
          ulcers, 1st and 2nd degree burns, diabetic ulcers, foot
          ulcers, post surgical incisions, cuts, abrasions, partial
          thickness wounds and skin conditions associated with
          peristomal care."

          Thereafter, in 1997, the prior licensee undertook an
internal review of its product development program and concluded
that some of its products would not be further pursued, among which
was Catrix(R). This decision was not based on Catrix's(R) safety or
efficacy but rather on resource allocation.  In early 1998 the
parties amicably resolved the situation with the assignment to the
Company of all rights to the 510 (k) marketing approval together
with all records and the name Repliderm? which the prior licensee
had coined in place of Catrix(R) for domestic use.

          At this time, the Company is focusing a significant
portion of its resources on the development of a complete marketing
program for pure Catrix(R) powder, as well as Catrix(R) Ointment,
Cream and Lip balm, in the treatment of a multiplicity of topical
wounds and skin conditions.  Furthermore, the Company believes that
the observed effects of Catrix(R) (including acceleration of wound
healing, tumor inhibition and reduction, inhibition of excessive
vascularization and modulation of immune system functions) coupled
with an absence of toxicity, present additional promising avenues of
investigation.

          In March 1999, the Company licensed ICN Iberica, SA
("ICNI")as its semi-exclusive distributor of Catrix(R) Wound Dressing
in Spain.  ICNI is a wholly owner subsidiary of ICN Pharmaceuticals,
Inc. of Costa Mesa, California. ICN changed their company name to
Valeant Pharmaceuticals International in December 2003.

          In September 1999, the Spanish Health Ministry ("SHM")
approved the marketing of Catrix(R) Wound Dressing in Spain, and
the Agreement between the Company and ICNI became fully implemented.

4<PAGE>
          Spain is a member country of the European Union.  Under
the rules of the EU one member's approval of a therapeutic drug or
device can result in the automatic approval in the other member
nations.

          Since September 1999, the Company has fulfilled all of
its obligations thereunder, including the timely shipment of the
product.  ICNI has commenced implementation of a complete marketing
program in Spain, and it also applied to the appropriate Spanish
authorities for a government sponsored reimbursement plan for
patients covered under the national medical care program.

           In November 2003, the SMH approved a reimbursement plan
for Catrix(R).  Prior to the approval, Catrix(R) Wound Dressing
sales were limited to the private or self-insured population.
With this approval, in Spain's socialized medical system, Catrix(R)
Wound Dressing is now available to any patient obtaining a
prescription on a modest or no-cost basis. The approval has had
a significant impact on sales of Catrix(R) Wound Dressing in the
Spanish market.

          In June 2002, the Company and ICNI entered into a side
letter agreement (appended, to and becoming a part of the parties
original agreement of March 1999), whereby ICNI was made the
exclusive distributor of the product in Spain, Portugal, Greece,
Cyprus and Malta for the balance (about 7 years) of the license
period remaining under the March 1999 agreement. ICNI has since
enjoyed a successful introduction of Catrix(R) Wound Dressing into
these additional markets.

          On June 4, 2002, the company announced that it had
also entered into an agreement with ICN Canada ("ICNC") a sister
company of ICNI and also a wholly owned subsidiary of ICN
Pharmaceuticals Inc (USA). This agreement grants ICNC a 5 year
(renewable for 5 additional years)exclusive right to distribute
Catrix(R) Wound Dressing in Canada.

          On November 5,2002, ICN received full marketing approval
from Canada's Federal Health Protections Branch for Catrix(R) Wound
Dressing. ICN C markets the product as part of its Dermatix line
of healing products. The first shipment of Catrix(R) Powder was
delivered to ICNC in January 2003, with sales commencing in
February 2003.

          Due to a change in the regulations governing the
importation of medical devices into Canada, Catrix(R) Wound Dressing
sales were suspended in March 2004 pending the completion of new
quality certification process. It is expected that this process
will be completed by the first quarter of 2005.

          Additionally, the Company has pursued a program to
establish the clinical efficacy of its Poly-NAG(R) material as an

5<PAGE>


anti-arthritic.  The product is derived from specially processed
crustacean shells ("Poly-N-Acetyl-Glucosamine").

          In 1996 the Company sponsored a clinical bio-availability
trial on 16 healthy individuals to determine metabolic absorption.
The published results confirmed that Poly-NAG(R) was indeed absorbed
and metabolized into glucosamine which was measurably present in
the subjects' serum.  This initial study also indicated that serum
levels of glucosamine remained somewhat more elevated longer in
the Poly-NAG(R) subjects compared to those subjects who were
administered plain NAG over the same period of time.

          Scientific research has long established the potential
value of glucosamine in the treatment of various inflammatory
diseases such as arthritis and even ulcerative colitis. Therefore,
in July 1998, the Company sponsored the institution of a small
clinical trial orally administering capsules of Poly-NAG(R) to
several arthritic patients.  This clinical study has been
concluded, and the favorable results are to be published by the
principal investigators in the near future.  Moreover, based upon
these two clinical experiences, the Company applied for patent
protection with the U.S. Patent Office and on September 12, 2000
the Company was issued Patent Number 6,117,851.  The Patent
Abstract, as issued by Patent Office states:

         "The methods of the present invention relate to
          administering to a mammal afflicted with osteoarthritis
          an effective amount of poly-N-acetyl-D-glucosamine
          (Poly-NAG), partially depolimerized Poly-NAG, or
          mixtures thereof, to treat osteoarthritis and/or
          alleviate the symptoms of osteoarthritis such as pain,
          joint tenderness and swelling and impaired joint
          mobility.  The present invention also comprises solid
          and liquid pharmaceutical dosage forms comprising Poly-
          NAG, Its pharmaceutically acceptable salts and mixtures
          thereof.  These dosage forms may be administered orally
          and by-injection to treat osteoarthritis and/or
          alleviate the symptoms thereof."

          The Company is currently in discussion with several potential
distribution partners in the human and animal health markets.


Scientific Background.

          Background of Catrix(R).  In the early 1950's, one of the
Company's co-founders discovered that cartilage powder
significantly hastened the healing of surgical wounds in animals.

6<PAGE>


During early wound healing experiments, it was noted that the
margins of the surgical wounds treated with Catrix(R) were less red
and swollen than those of the controls.  This observation led the
discoverer to the application of Catrix(R) to various inflammatory
diseases, systemic and topical.  One inflammatory condition that
was successfully treated was psoriasis, a condition caused by an
over production of skin cells.

          The Company believes that Catrix(R) acts as a biological
response modifier, regulating the activity of important components
of the immune system.  Other observed effects of Catrix(R) include:
          -inhibition of excessive vascularization of certain
           tissues;
          -inhibition of proliferation of malignant cells; and
          -(in vitro) moderation of excessive collagen synthesis by
           fibroblast cells.

          Healing Decubitus Wounds.  Decubitus ulcers, or pressure
sores, are a scourge of the infirmed elderly, diabetic and
generally immobile, wheel chair limited patient.  Current therapy
includes removal of the dead tissue around the ulcer, good hygiene,
and nutrition and nursing care.  Given the ever increasing elderly
population in the United States and the costs of specialized
medical  treatment, a product such as Catrix(R), which appears
to promote wound healing, will, the Company believes, be sought after
by the medical community.


          Other Topical Treatments. Catrix(R) Powder has been
formulated into a line of skin care products targeted to
Physicians. Among these formulations are an ointment, cream and
lip balm.  Each of these products contains various strengths of
pure Catrix(R) Powder, in either a 5% or 10% concentration.

          The Ointment product, containing 10% Catrix(R) Powder,
is intended for the use by patients following laser surgery,
chemical peels or other aesthetic procedures.  This market
continues to experience rapid growth as baby boomers age.

          The Company's Catrix(R) Ointment, when applied post-
surgically, contributes significantly to the wound healing
process greatly reducing the healing period.  For eighteen months
ending in November 2000, Catrix(R) Ointment was the subject of a human
clinical trial, ultimately to involve some twenty patients
undergoing cosmetic facial surgery by laser peel.  The trial having
received IRB approval was conducted by Dr. Maritza I. Perez in her
private practice in Connecticut and at St. Luke's Roosevelt
Hospital in New York City. Results were exceptional, and the
preliminary findings were presented at the annual meeting of the
American Society for Dermatologic Surgery in Denver in November,

7<PAGE>

2000. Moreover, a complete paper on the trial results has been
published to Dermatological Surgery, a peer reviewed journal and
was the subject of a feature on NBC-TV News.

          The Company has also designed and formulated a 5% Catrix(R)
Cream and a 5% Catrix(R) Lip Balm.  The Cream, a consumer product,
is intended for daily use as a rejuvenating moisturizer while also
effective in relieving symptoms associated with psoriasis,
dermatitis and other skin anamolies. In addition, Catrix(R) Skin
Care products are valued by physicians for their ability to reduce
inflammation without the use of topical steroids.  Sales of these
products have occurred principally through dispensing skin care
professionals, specialty retailers and via the Internet including
the Company's web site at www.catrix.com.

Pre-Clinical Studies of Catrix(R).

          During the 1970's, the Company conducted a wide range of
pre-clinical laboratory and animal studies to assess the potential
safety and efficacy of Catrix(R).  These studies included the
following:  Acute Oral Toxicity (rats); Acute Subcutaneous
Toxicity (mice): Acute Dermal Toxicity (rabbits): 18-Month Chronic
Toxicity and Carcinogenicity Study (mice); 2-Year Chronic Toxicity
and Carcinogenicity (rats); 14 week Chronic Toxicity Study (dogs);
Per cutaneous Toxicity (guinea pigs); Dental Wound Healing (rats);
Dental Wound Healing (dogs); and Irritation and Sensitization of
Human Skin by Catrix(R).

          The results of these studies were submitted to the FDA
and HPB as part of the Company's application for an IND exemption,
approval of which is required prior to the commencement of human
clinical trials.  In 1985, the FDA granted the Company's request
for an IND exemption for the application of Catrix(R) in the
treatment of Scleroderma, a rare skin disease.  Shortly thereafter,
the IND exemption was expanded to include the application of
Catrix(R) for various forms of cancer, including metastatic
renal cell cancer. Due to financial constraints, the Scleroderma
Therapy has not been pursued to date.

Human Clinical Trials Conducted with Catrix(R)

          Since approval of the Company's IND, it has completed
Phase I clinical trial and conducted a Phase II clinical trial.
The Company's clinical trials involved the administration  of
Catrix(R)  capsules to solid tumor cancer patients.  This trial was
suspended in December 1999 for the reasons given above.  (See,
"Business-Government Regulation").

8<PAGE>

Phase I Trials

          The objective of the Company's Phase I trials (involving
the initial introduction of Catrix(R) into human subjects) was to
test for safety, side effects, dosage tolerance, metabolism and
clinical pharmacology.  Initial testing was conducted on patients
with advanced cancers that were unresponsive to other forms of
therapy.  Regulatory authorities require that new cancer therapies
be administered in patients who have failed conventional therapy
and that some indication of efficacy be shown before the drug can
be used as the "drug of choice" in earlier stage patients (i.e.,
in Phase II trials).

          The Company's Phase I studies were conducted in the early
1980's at Pennsylvania State University's Milton S. Hershey Medical
Center in Hershey, Pennsylvania , and at the University of Medicine
and Dentistry of New Jersey in Newark, New Jersey.  The FDA
required that both Phase I studies use Catrix(R)-S, the injectable
dosage form of Catrix(R) only.


Phase III Trials

          The Company engaged in one Phase II trial which is now
suspended.  Phase II trials involve well controlled tests in a
larger (but still limited) patient population to determine the
efficacy of the drug for specific indications, to determine optimal
dosage and to identify possible side effects  and safety risks.


     Phase III Trials

          Upon completion of the Phase II trial, should it be
resumed, the Company would meet with the FDA and HPB for
authorization to commence Phase III trials to evaluate the overall
risks and benefits of Catrix(R) in relation to the treated disease
and in light of other available therapies.  Following this further
evaluation of efficacy and safety, the Company would file its NDA
and NDS.  (See,"Government Regulation-Orphan Drug Status").

Trials Involving Decubitus Ulcers

          Given the FDA's approval of the 510(k) application for
the use of Catrix(R) in wound treatment, Catrix(R) powder can be
marketed in the U.S. presently as a prescription product. In order
to spark interest in the  material, the Company supplied Catrix(R)
powder to two hospitals for the treatment of patients suffering

9<PAGE>

from decubitus or venus ulcers.  Clinical results have been
encouraging.

          ICN Iberica commissioned a clinical study to determine
whether Catrix(R) Wound Dressing could achieve a significant healing
effect on pressure ulcers that had failed to respond after months
of standard wound healing treatment protocols. The study was
performed under the direction of senior nursing professionals
associated with Spanish Pressure Ulcer and Chronic Wound Advisory
Panel. There were 101 lesions included in the study. These
lesionshad resisted healing for an average treatment time of 155
days.

           The results after seven weeks showed that 50% of the
lesions had completely healed and 80% demonstrated significant
improvement.
The investigators reported that:

          "These results prove that the treatment with Catrix(R)
     significantly reduces the treatment length, and therefore
     leads to a reduction of the sanitary cost in these kind of
     patients."

In Comparing the estimated cost of treating the wounds that
healed, including the nursing time and materials, the investigators
determined that Catrix(R) reduced the average cost by 40%.

     Laboratory Studies

          As part of the FDA and HPB approval process, the Company
may be required to do additional laboratory research into the
molecular composition of the active fractions of Catrix(R).
Significant progress has been made in this regard by consultants
working under contract with the company.  Results of this research
will assist the Company in developing standardized manufacturing
and production processes.  In addition, chemically modified
versions of the isolated active fractions may prove to have
additional therapeutic effects.

          Several of the Company's specific laboratory research
projects conducted at Battelle Columbus Laboratories relating to
cancer conclude that there are low molecular weight components of
Catrix(R) which are anti-mitotic, that is, relatively small
components in Catrix(R) that prevent cell replication. Further
results indicate that certain higher molecular weight components
of Catrix(R) have a significant effect on many segments of the body's
immune system.  The results of these later investigations have
been published in the Journal of Biological Response Modifiers.

10<PAGE>

Government Regulation.

          The production and marketing of the Company's products
and its research and development activities are subject to
comprehensive regulation by various federal, state and local
authorities in the United States and governmental authorities of
other countries.  Among others, the FDA, HPB and the SHM exercise
regulatory authority over the development, testing, formulation,
manufacture, labeling, storage, record keeping, quality control,
advertising and promotion of the Company's products.  The Company
believes that the regulations and procedures involving the above in
Canada are essentially the same as the United States. Accordingly,
the discussion set forth below is also applicable to the Company's
efforts to obtain regulatory approval in Canada.

          A New Drug may not be marketed in the United States until
it has satisfied rigorous testing procedures established and
approved by the FDA.  The drug may then be marketed only for the
specific indications, uses, formulation, dosage, forms, and
strengths approved by the FDA.  Similar requirements are imposed
by foreign regulators upon the marketing of a new drug in their
respective countries.

          The steps required before a pharmaceutical agent may be
marketed in the United States include (a) pre-clinical laboratory
and animal tests, (b) the submission to the FDA of an application
for an IND, which must become effective before human clinical
trials may commence, (c) well controlled human clinical trials to
establish the safety and efficacy of the drug, (d) the submission
of a detailed NDA to the FDA, and (e) the FDA approval of the NDA
prior to any commercial sale or shipment of the drug.  In addition
to obtaining FDA approval for each product, each domestic drug
manufacturing establishment must comply with Good Manufacturing
Practices (GMP) and are subject to biennial inspections by the
FDA.  Foreign manufacturing establishments also must comply with
GMP'S and are subject to periodic inspection by the FDA or by
local authorities under agreement with the FDA.

          The results of the pre-clinical studies and clinical
trials are submitted to the FDA in the form of an NDA for approval
of the marketing and commercial shipment of the drug.  The NDA
includes information pertaining to the chemistry, formulation,
activity and manufacture of the drug and each component of the
final product, as well as details relating to the sponsoring
company.  Submission of an NDA does not assure FDA approval for
marketing.  The application review process takes more than two
years on average to complete, although FDA reviews of cancer
therapies, and other life-threatening diseases may be accelerated
and average less than two years.  However, the process may take

11<PAGE>


substantially longer if the FDA has questions or concerns about
the product.

          All of the Company's contract manufacturing facilities
will be subject to periodic inspections by the FDA and comparable
agencies from countries in the European Union.  If violations of
applicable regulations are discovered during these inspections, the
Company may be restrained from continued marketing of the
manufactured products.  Such facilities are also subject to
regulation regarding, among other things, occupational safety,
laboratory practices, the use and handling of radio-isotopes and
hazardous chemicals, prevention of illness and injury,
environmental protection and hazardous substance control.

          The product testing and approval process is likely to
take a substantial number of years and involves the expenditure of
substantial resources.  There can be no assurance that any approval
will be granted on a timely basis, or at all.  The FDA also may
require post-marketing testing and surveillance to monitor the
record of the product and continued compliance with regulatory
requirements.  Upon approval, a drug may be marketed only for the
approved indications in the approved dosage forms and at the
approved levels.  Adverse experiences with the product must be
reported to the FDA.  The FDA also may require the submission of
any lot of the product for inspection and may restrict the release
of any lot that does not comply with FDA standards, or otherwise
may order the suspension of manufacture, recall or seizure if
non-compliant product is delivered.  Product approvals may be withdrawn
if compliance with regulatory standards is not maintained or if
problems concerning safety or efficacy of the product are
discovered following approval.

          The Company also will be subject to foreign regulatory
authorities with respect to clinical trials and pharmaceutical
sales.  Whether or not the FDA approval has been obtained, approval
of a product by the comparable regulatory authorities of foreign
countries must be obtained prior to commencement of marketing of
the product in those countries.  The approval process varies from
country to country and the time required may be longer or shorter
than that required for FDA approval.

Raw Materials and Manufacturing.

          Catrix(R) is manufactured for the Company by contract
manufacturers. These manufacturers must be FDA-approved
pharmaceutical manufacturing facilities. Likewise, foreign
government agencies, in countries where marketing approval is
sought, must also approve all such manufacturers.  The Company's
food supplement cartilage material, BIO-CARTILAGE(R), and its Poly-
NAG(R) are manufactured in the United States and an additional
manufacturer is being developed in the Western Pacific Area.

12<PAGE>
          Raw Materials. Catrix(R) is prepared from animal cartilage
tissue. The most accessible and easily processed source is bovine
tracheas collected from normal healthy beef cattle, subsequent to
slaughter.  Tracheas are cleaned, flash frozen and delivered to
qualified pharmaceutical manufacturing facilities.  The cattle from
which the tracheas are harvested are certified free of BSE(Bovine
Spongiform Encephylitis) and the only cattles herds used as source
material are located in the United States, Canada, New Zealand and
Australia.

          Regulatory Review.  All Catrix(R) and production procedures
have been submitted in extensive detail to the FDA, the HPB in
Canada, and the Spanish Health Ministry in Spain, and accepted as
part of the review of the Company's official submissions with
respect to studying Catrix(R) in patients.

Patents and Proprietary Technology.

          The Company was granted and owns, by assignment, several
United States patents, some of which have expired.  The most recent
patents granted were for the use of cartilage-based agents as an
anti-tumor agent and method (U.S. Patent #4,827,607), and for Poly-
NAG(R) for use as an anti-inflammatory.

          In addition, the Company also holds several patents or
pending patents in various foreign countries.


Competition.

          Competition in the anti-cancer, wound healing
pharmaceutical industry is based primarily on:  product
performance, including efficacy, safety, ease of use and
adaptability to various modes of administration; patient
compliance; price;  acceptance by physicians; marketing; and
distribution.  The availability of patent protection and orphan
drug status, and the ability to obtain government approval for
testing, manufacturing and marketing are also critical factors.
See "Business-Government Regulation."

          Most companies, including well-known pharmaceutical and
chemical companies, are marketing anti-cancer drugs and seeking to
develop new products and technologies for the treatment of cancer
and chronic non-healing wounds.  Many of these companies have
substantially greater financial and technical resources and
production and marketing capabilities than the Company.  In
addition, many such companies have had significantly greater
experience both in undertaking pre-clinical testing and human
clinical trials of new or improved pharmaceutical products, and
obtaining the approval of the FDA or other regulatory authorities

13<PAGE>


to market products for health care.  Accordingly, the Company's
competitors may succeed in obtaining regulatory approval of such
products before the Company obtains approval  of competitive
products.

Human Resources.

          Employees and Consultants.

          At August 1, 2004, the Company had three full time
employees, and retains several consultants to assist in the
administration of the Company and coordinating its ongoing research
and clinical trials.



Item 2. Properties
        ----------

          The Company owns no real property.  Its executive offices
in New York City, occupying approximately 2,200 square feet, are
currently leased under a seven year lease ending January 31, 2011.
Management considers that its leased premises are well maintained
and sufficient for its present operations.



Item 3. Legal Proceedings
        -----------------

          None

Item 4. Submission of Matters to a Vote of Security Holders
        ---------------------------------------------------

          None


                             PART II
                             -------





Item 5. Market for Common Equity and Related Stockholder Matters
        --------------------------------------------------------

The Common Stock of the Company is traded in the over-the counter
market under the symbol "LCAR".  The following table sets forth,
for the periods indicated, the high and low bid quotations for the
Common Stock as reported by the National Quotation Bureau.

14<PAGE>

Fiscal Year Ending May 31, 2004                High      Low
                                               ----      ---

Fourth Quarter                                  .35      .18
Third Quarter                                   .40      .25
Second Quarter                                  .40      .12
First Quarter                                   .16      .09

Fiscal Year Ending May 31, 2003                High      Low
                                               ----      ---

Fourth Quarter                                  .18      .09
Third Quarter                                   .23      .13
Second Quarter                                  .27      .06
First Quarter                                   .17      .06


          On July 9, 2004 the closing bid price per share of
Common Stock, as reported by the National Quotation Bureau, was
$.24.  As of May 31, 2004 there were 469 holders of record of the
Company's Common stock.

Item 6.  Management's Discussion and Analysis of Operations
-----------------------------------------------------------

Results of Operations
---------------------

Overview
          Since its inception, the Company has primarily devoted
its resources to fund research, drug discovery and development.
In addition, the Company licenses its technology for
commercialization by other companies and in recent fiscal years,
the Company began sales of its proprietary bovine cartilage
material, BIO-CARTILAGE(R), as a food supplement, and direct sales to
consumers of a line of cosmetic products, which include the
Company's proprietary bovine cartilage material.  In the fiscal
year ended May 31, 2000, the Company made its initial two commercial
shipments of its Catrix(R) Wound Dressing product pursuant to its
agreement with ICN IBERICA, S.A., Spain (see below), who's
name has been changed to Valeant Pharmaceuticals International
during the current fiscal year.

          Sales of the Company's food supplement, BIO-CARTILAGE(R) and
cosmetic products have been modest since the Company began sales.
The material direct costs related to this product were incurred in
periods prior to those presented. It is not possible to estimate
the period in which material net cash inflows from the products
are expected to commence.

          The Company has been unprofitable to date and may continue to
incur  operating losses in the foreseeable future. The Company has
sustained net losses of approximately $17 million from inception
to May 31, 2004.  The Company has primarily financed its research
and development activities through a public offering of Common

15<PAGE>


Stock, private placements of debt and equity securities, and in
recent years, revenues from licensing fees and product sales.

Critical accounting policies

Our discussion and analysis of our financial condition are based
upon our financial statements, which have been prepared in
accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial
statements requires us to make estimates and judgments that affect
the reported amounts of assets, liabilities, revenues and expenses
and related disclosure of contingent liabilities. On an on going
basis, we evaluate our estimates, including those related to
inventories and deferred income taxes. We based our estimates on
our historical experience, knowledge of current conditions and our
beliefs of what could occur in the future considering available
information. Actual results may differ from these estimates under
different assumptions or conditions. The Company believes the
following critical accounting policies affect its more significant
judgments and estimates used in the preparation of its financial
statements.

Deferred licensed Fees

Deferred license fees relate to license fees received by the
company which are amortized over the term of the license
agreements.

Inventory Valuation

Inventories are valued at lower of cost or market. We routinely
evaluate the composition of our inventory and identify slow-
moving, excess, obsolete or otherwise impaired inventories.
Inventories identified as impaired are evaluated to determine if
reserves are required. Our evaluation is primarily based upon
forecasted short-term demand for the product.

Deferred Taxes

The Company records a valuation allowance to reduce its deferred
tax assets to the amount that is more likely than not to be
realized. While we consider historical levels of income,
expectations and risks associated with estimates of future taxable
income and ongoing prudent and feasible tax planning strategies
in assessing the need for the valuation allowance, in the event
that we determine that we would be able to realize deferred tax
assets in the future an adjustment to the deferred tax asset
would increase income in the period such determination was made.

16<PAGE>

Fiscal year ended May 31, 2004 compared to May 31, 2003
-------------------------------------------------------

          The Company's revenues in the periods were primarily from
sales of Catrix(R) Wound Dressing to its licensee, the direct sales
to physicians, skin care clinics and consumers of a line of
cosmetic products, which include the Company's proprietary bovine
cartilage material, sales of BIO-CARTILAGE(R) capsules, and license
fees. The Company's revenues decreased in the fiscal year ended May
31, 2004 as compared to May 31, 2003, primarily due to decreased
sales of Catrix(R) Wound Dressing to its licensees.

     Total costs and expenses during the year ended May 31, 2004
were 1% or $8,502 higher  than those of the comparative prior
year. The increase was principally due to higher cost of product
sales of $49,222 and office salaries of $25,923; which were
partially offset by lower officer salaries of $20,395 and
professional fees and consulting of $34,831.

     The Company's cash balance decreased by $42,785 in the year
ended May 31, 2004 compared to a decrease of $66,749 in the year
ended May 31, 2003 principally due to higher net cash used in
operations of $141,036 being more than offset by higher cash
provided by financing activites of $165,000. The Company received
advances from stockholders of $250,000 in the year ended May
31,2004 compared to $120,000 in the year ended May 31,2003.

Liquidity and Capital Resources.

Overview

          The Company has had losses from operations in each of
the past five fiscal years. This trend may continue in the foreseeable
future.  Working capital has been provided since the Company's
inception primarily from the sale of equity securities, from
borrowings (from its officers, directors, and shareholders and from
outside investors), and in recent years, from revenues from
licensing fees and product sales.

Present Liquidity

          The Company's present liquidity position is critical. As
of May 31, 2004 the Company's liabilities exceeded its total assets
by $673,355.  The Company will require additional product sales or
funding during or, shortly after the end of, the current fiscal
quarter ending August 31, 2004, to sustain its operations.

          As a result of the history of losses incurred by the
Company, the net loss during the year ended May 31, 2004 of
($352,554), and the limited amount of funds currently available to
finance the Company's operations, the report of the Company's
independent Registered Public Accounting firm on the Financial

17<PAGE>


Statements as of May 31, 2003 and 2004 contain an explanatory
paragraph  indicating that the Company may be unable to continue in
existence.

          The Company's licensee of its Catrix(R) product, in powder
form only, for topical wound healing purposes (see below) received
its initial two shipments from the Company in the year ended May
31, 2000.  In addition, the Company continues to sell a line of
cosmetic products; and BIO-CARTILAGE(R) and Poly-NAG(R) to the over-the-
counter food supplement market. If the Company's efforts to
increase revenues are successful, the Company may increase cash
flow in order to allow the Company to meet its obligations and
sustain its operations.  The Company also plans to try to obtain
financing from additional advances from stockholders.

          On March 16, 1999, the Company announced that it had
entered into an agreement with ICN IBERICA, S.A. ("ICNI", a wholly
owned subsidiary of ICN Pharmaceuticals, USA) of Barcelona, Spain
whereby ICNI acquired the semi-exclusive rights to distribute and
market the Company's Catrix(R) WOUND CARE DRESSING in Spain for a
period of ten years.  Implementation of this Agreement was
contingent upon securing marketing approval for the product by the
Spanish Health Ministry.

          On September 13, 1999, the Company announced that its
Catrix(R) Wound Dressing product was granted full marketing approval
by the Spanish Health Ministry of Madrid.  Under the prevailing
regulations of the European Union ("EU"), of which Spain is a
member, a drug/device approval in one member country renders the
product marketable in all member states.  Therefore, Catrix(R) Wound
Dressing may now be sold throughout the 15 countries of the EU.

          Since September 1999, the Company has fulfilled all of
its obligations under its agreement with ICNI, including the timely
shipment of the product.  ICNI has commenced implementation of a
complete marketing program in Spain, and it also applied to the
appropriate Spanish authorities for a government sponsored
reimbursement plan for patients covered under the national medical
care program.  The Spanish Health Ministry in the Spring of 2001
allowed only a very low patient reimbursement rate.  As a result,
ICNI has prosecuted an appeal of this decision. On December 3, 2003
the Company announced that the Spanish Ministry of Health has
approved government reimbursement of its Catrix(R) Wound Dressing.
The approval ensures that Patients will receive either substantial
or full reimbursement.

          In the fiscal year ended May 31, 2003 the Company
granted ICNI the exclusive license for the  Wound Dressing
product in Portugal, Greece and Cyprus for $100,000,which
was paid by offsetting this amount against an advance payment
from ICNI to the Company for product that was not shipped.
Such amount had been included in the Company's Balance Sheet
as Unearned Revenue.

18<PAGE>

          On June 4, 2002 the company announced that it had entered
into a license agreement with ICN CANADA, Montreal, Quebec, Canada
(a subsidiary of ICN Pharmaceuticals of Costa Mesa, CA.) Granting
ICN Canada a 10 year exclusive license to market Lescarden's
proprietary product, Catrix(R) WOUND DRESSING in Canada. On November
5, 2002 that company announced that the Canadian Health Authorities
Medical Device Division) approved the license. The marketing and
sales of the Catrix(R) Wound Dressing in Canada commenced in the
quarter ended February 28,2003. However, there have been no sales
by the Company of Catrix(R) Wound Dressing to ICN Canada in the
fiscal year ended May 31, 2004 and sales will not resume until the
Company receives a Canadian regulatory certification (IS045) on the
products. While it is uncertain when and if the Company will obtain
the required IS045 certification, the Company expects to obtain the
required certification in the later part of the fiscal year ending
May 31, 2005.

          The material direct costs related to the Catrix(R) Wound
Dressing product were incurred in periods prior to those presented.
The estimated costs necessary to support the product's development,
other than to finance significant inventory levels, is not expected
to be significant. It is not possible to estimate the period in
which material net cash inflows from the product is expected to
commence.

          The Company has no material commitments for capital
expenditures at May 31, 2004.

Disclosure Controls And Procedures

          The Company Maintains disclosure controls and procedures
that are designed to ensure that information required to be
disclosed in the Company's filings under the Securities Exchange
Act of 1934 is recorded, processed, summarized and reported within
the periods specified in the rules and forms of the Securities and
Exchange Commission. Such information is accumulated and
communicated to the Company's management, including its Chief
Executive Officer and Chief Financial Officer, as appropriate, to
allow timely decisions regarding required disclosure. The Company's
management, including the Chief Executive Officer and the Chief
Financial Officer, recognizes that any set of controls and
procedures, no matter how well designed and operated, can provide
only reasonable assurance of achieving the desired control
objectives.

          Within 90 days prior to the filing of this annual report
on Form 10-KSB the Company has carried out an evaluation, under the
supervision and with the participation of the Company's management,
including the Company's Chief Executive Officer and the Company's
Chief Financial Officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures.

19<PAGE>


Based on such evaluation, the Company's Chief Executive Officer and
Chief Financial Officer concluded that the Company's disclosure
controls and procedures are effective.

          There have been no significant changes in the Comapny's
internal controls or in other factors that could significantly
affect the internal controls subsequent to the date of their
evaluation in connection with the preparation of this annual report
on Form 10-K.

Item 7.   Financial Statements and Supplementary Data
          -------------------------------------------

          See page F-1 for Lescarden Inc. Index to Financial
Statements.

Item 8.   Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure
          ------------------------------------------------

          None.

20<PAGE>
                             Part III
                             --------


Item 9.   Directors, Executive Officers, Promoters and Control
          Persons, Compliance with Section 16(a) of the Exchange
          Act.
          --------------------------------------------------------


The executive officers and directors of the Company are as follows:

Name                                         Position
----                                         --------
William E. Luther                            President and
                                             Chief executive
                                             Officer, Director.

George E. Ehrlich, M.D.                      Director.

Charles T. Maxwell                           Director.

Russell O. Wiese                             Director.


          Mr. Luther (age 44) came to Lescarden in 1997, serving
as Marketing Director for the Catrix(R) Wound Care and Skin Care
lines. He was promoted to Vice President of Marketing in 1998
and then promoted to President and Chief Executive in October 2002.
Mr. Luther was elected to the Board in April 2003. Mr. Luther is
a graduate of the Boston University School of Management.

          Dr. Ehrlich (age 75) is the President of George E.
Ehrlich Associates, International Consultant Firm, a position he
has held for more than the past five years.  He became a Director
of the Company on March 2, 1995. Dr. Ehrlich is a graduate of
Harvard University and received his medical degree from Chicago
Medical School.

          Mr. Maxwell (age 72) was the Vice Chairman and Senior
Energy Strategist of C.J. Lawrence Inc., a member firm of the New
York Stock Exchange, for more than twenty-five years, until his
retirement in 1997.  Mr. Maxwell has acted as a consultant to
various oil companies and the United States Government on oil
policy matters.  He became a Director and Executive Vice
President of the Company in July 1997 and in April 2000 Mr.
Maxwell became Senior Energy Analyst with Weeden & Co.,
Greenwich, Connecticut.  Mr. Maxwell is a graduate of Princeton
University and Oxford University.

          Mr. Wiese (age 38)is the Chief Marketing Officer of
Davis Advisors, L.P., an Investment Advisor that manages over $35
billion. He has held this position since 1994. Prior to joining
Davis Advisors, L.P., Mr. Wiese worked for Merck & Co., Inc.

21<PAGE>


where he held positions in sales, sales management, and product
management. Mr. Wiese is a graduate of the University of
California, Berkley and the Stern School of Business, New York
University.

Item 10.  Executive Compensation
          ----------------------


                        Annual Compensation     Long-Term
                        -------------------     Compensation
                                                Awards
                                                ------------

Name and                  Fiscal Year
Principal                 Ended
Position                  May 31,      Salary $       Warrants (#)
--------                  -------      --------       ------------

William E. Luther         2004         $108,000         100,000
                          2003         $ 66,750             -


 Gerard A. Dupuis         2003         $ 87,500             -
 President and CEO        2002         $150,000             -
(Until October 8, 2002)


Aggregated Option and Warrant Exercises in Last Fiscal Year and
FY End Option and Warrant Values.
-----------------------------------------------------------------------------
                Shares                        Number of       Value of
                Acquired                      Unexercised     Unexercised
                on              Value         Options/        In-the-money
                Exercise        Realized      Warrants        Options
                                              at FY End (#)   Warrants
                                                              at FY End ($)
Name            (#)             ($)           Exercisable     Exercisable
-----------------------------------------------------------------------------
W.E. Luther                                   Warrants        Warrants
                                              185,000            0


Item 11. Security Ownership of Certain Beneficial Owners and
         Management
         ---------------------------------------------------

         The following table sets forth, as of May 31, 2004, the
ownership of the Company's Common Stock by (I) each person who is
known by the Company to own Shares of record or beneficially,
more that (5%) of the Company's Common Stock, (ii) each of the
Company's  directors and executive officers and (iii) all
directors and executive officers as a group.  Except as otherwise
indicated, the stockholders listed in the table have sole voting
and investment powers with respect to the shares indicated.

22<PAGE>

         Name and                     Number of Shares
Title of Address of                   Beneficially            Percent
Class    Beneficial Owner             Owned                   of Class
(1)
------------------------------------------------------------------------

Common   Charles T. Maxwell (2)       11,706,589               39.18%
Stock    420 Lexington Avenue
         Suite 212
         New York, NY 10170


         George E. Ehrlich (2)           275,000                0.91%
         420 Lexington Avenue
         Suite 212
         New York, NY 10170



         William E. Luther (2)           285,000                0.94%
         420 Lexington Avenue
         Suite 212
         New York, NY 10170


         Russell O. Wiese              2,000,000                6.70%
         420 Lexington Avenue
         Suite 212
         New York, NY 10170


         Gerard A. Dupuis (2)          3,870,312               11.48%
         420 Lexington Avenue
         Suite 212
         New York, NY 10170


         Directors and                30,290,495               47.10%
         Officers as a group
         (2) (4 persons)


          (1) The percentages are calculated on the basis of
29,830,495 shares of Common Stock outstanding.  For the purpose
of calculating the percentage of shares of the Company's Common
Stock owned by any person, the shares issuable upon the exercise
of rights to acquire, owned by such a person if exercisable
within 60 days of May 31, 2004 are deemed outstanding, but such
shares are not deemed outstanding for the purpose of calculating
the percentage of Common Stock owned by any other person.  All
share ownership is direct unless otherwise indicated.

23<PAGE>

          (2) Includes 3,870,312, 225,000,50,000 and 185,000
warrants to purchase the Company's Common Stock held by Mr.
Dupuis, Dr. Ehrlich, Mr. Maxwell and Mr. Luther, respectively.


Item 12. Certain Relationships and Related Transactions.
         -----------------------------------------------
         None.


Item 13. Exhibits and Reports on Form 8-K
         --------------------------------

         (a) (1) Exhibit

         Exhibit Number

         Description of Exhibit

2.1      Plan of Reorganization dtd. January 15, 1997 (and
         Amended Disclosure Statement dtd. March 12,
         1997).****

3.1      Certificate of Incorporation of Registrant, as
         amended.*

3.2      By-Laws of Registrant, as amended.*


10.1     License Agreement between the Company and Donell,
         Inc., dated October 2, 1989, with amendments dated
         June 18, 1990 and March 16, 1992.*

10.2     Employment Agreement with John F. Prudden dated
         November 15, 1985, as amended July 14, 1992.*

10.3     Letter agreements with Donald K. Lourie dated
         November 15, 1985, February 11, 1988, and
         September 7, 1990.*

10.4     Lease for 6th floor office space at 790 Madison
         Avenue, New York, NY  dated August 19, 1986, as
         amended on April 18, 1991.*

10.5     Licensee Agreement between Lescarden Inc. and
         Catrix Research Ltd. Partnership dated June 4,
         1982.*

10.6     Research Agreement between Lescarden Inc. and
         Catrix(R) Research Ltd. Partnership dated June 4,
         1983.*

10.7     Lease for office space at 420 Lexington Avenue,
         New York, NY  dated March 9, 1993.**

24 <PAGE>

22.1     Subsidiaries of the Registrant.*

23.      Notice of annual meeting of shareholders and Proxy
         Statement for Annual Meeting of shareholders held
         October 19, 1992.**

99.1     Award of the Arbitrator in the Matter of the
         Arbitration between John F. Prudden, M.D. and the
         Registrant dated September 6, 1995.***

99.2     Certification pursuant to 18 U.S.C. Section 1350
         as adopted pursuant to section 906 of the
         Sarbanes-Oxley Act of 2002

*        Incorporated by reference to Registrant's Form S-
         1 (Registration no. 33-50743) filed August 12, 1992.

**       Incorporated by reference to Registrant's Form 10-
         KSB for the fiscal year ended May 31, 1993.

***      Incorporated by reference to Registrant's Form 8K
         dated September 6, 1995.

****     Incorporated by reference to Registrant's Form 10-
         KSB for the fiscal year ended May 31, 1998.


(b)      Reports on Form 8-K
         -------------------

         There were no reports on Form 8-K filed by the
         Company during the fourth Quarter at the year
         ended May 31, 2004.

25 <PAGE>

			SIGNATURES


         Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

					LESCARDEN INC.

                              By: S/William E. Luther
                                  -------------------
                              William E. Luther, President
                              August 19, 2004

          Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed by the following persons
on behalf of the registrant and in the capacities and on the
dates indicated.


By: S/William E. Luther             President, Principal Executive
    -------------------
    William E. Luther               Officer, Principal Financial
    August 19, 2004                 Officer, Principal Accounting
                                    Officer and Director


By: S/George E. Ehrlich             Director
    -------------------
    George E. Ehrlich
    August 19, 2004


By: S/Charles T. Maxwell            Director
    -------------------
    Charles T. Maxwell
    August 19, 2004


By: S/Russell O. Wiese 	            Director
    -------------------
    Russell O. Wiese
    August  19, 2004


26 <PAGE>


CERTIFICATION

I. William E. Luther, President, Chief Executive Officer and
Chief Financial Officer of the Company, certify that:

1. I have reviewed this annual report on Form 10-K of Lescarden
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. I am responsible for establishing and maintaining disclosure
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and I have:

a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant is made know
to us, 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 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. I have disclosed, based on my most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors:

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. I have indicated in this annual report whether or not 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: August 19, 2004

27<PAGE>

                                                               LESCARDEN INC.


                                               INDEX TO FINANCIAL STATEMENTS
-----------------------------------------------------------------------------
Report of Independent Registered Public Accounting Firm                F-2
Balance Sheet as of May 31, 2004                                       F-3
Statement of Operations for the Years Ended May 31, 2004 and 2003      F-4
Statement of Stockholders' Equity (Deficiency) for the Years Ended
May 31, 2004 and 2003                                                  F-5
Statement of Cash Flows for the Years Ended May 31, 2004 and 2003      F-6
Notes to Financial Statements                                       F-7 - F-12


F-1<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders of
Lescarden Inc.


We have audited the accompanying balance sheet of Lescarden Inc. (the
"Company") as of May 31, 2004, and the related statements of
operations, stockholders' equity (deficiency), and cash flows for
each of the two years in the period then ended.  These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements
based on our audits.

We conducted our audits in accordance with standards
of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the 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 Lescarden
Inc. as of May 31, 2004, and the results of its operations and its cash
flows for each of the two years in the period then ended in conformity
with United States generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern.  As discussed in Note 1
of notes to the financial statements, the Company has suffered recurring
losses from operations and has recognized limited revenue, which raise
substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are described in Note 1.
The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.



GOLDSTEIN GOLUB KESSLER LLP
New York, New York

July 22, 2004

F-2<PAGE>

                                                                 LESCARDEN INC.
<TABLE>
                                                                         BALANCE SHEET
<CAPTION>


May 31, 2004
---------------------------------------------------------------------------------------
ASSETS
<S>                                                                       <C>
Current Assets:
  Cash and cash equivalents                                              $        5,966
  Inventory 	                                                              155,220
---------------------------------------------------------------------------------------
      Total current assets                                                      161,186

Deferred Income Tax Asset, net of valuation allowance of $2,186,000                -
---------------------------------------------------------------------------------------
      Total Assets                                                       $      161,186
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities:
  Accounts payable and accrued expenses                                  $      238,291
  Advances from related parties                                                 370,000
  Deferred license fees                                                         226,250
---------------------------------------------------------------------------------------
      Total liabilities                                                         834,541
---------------------------------------------------------------------------------------

Commitments and Contingencies

Stockholders' Deficiency:
  Convertible preferred stock - $.02 par value; $1.50 liquidation value
   (aggregating $138,000); authorized 2,000,000 shares, issued and
   outstanding 92,000 shares                                                      1,840
  Common stock - $.001 par value; authorized 200,000,000 shares, issued
   and outstanding 29,830,495 shares                                             29,830
  Additional paid-in capital                                                 16,288,109
  Accumulated deficit                                                       (16,993,134)
---------------------------------------------------------------------------------------
      Stockholders' deficiency                                                 (673,355)
---------------------------------------------------------------------------------------
      Total Liabilities and Stockholders' Deficiency                     $      161,186
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
</TABLE>

The accompanying notes and independent auditor's report should be read in
conjunction with the financial statements

F-3<PAGE>

                                                                 LESCARDEN INC.
<TABLE>
                                                               STATEMENT OF OPERATIONS
<CAPTION>
Year ended May 31,                                                  2004           2003
---------------------------------------------------------------------------------------
<S>                                                        <C>            <C>

Revenue:
  Product sales                                            $     288,026  $     312,385
  License fees	                                                32,500         21,250
  Interest income                                                     58            417
---------------------------------------------------------------------------------------
Total revenue                                                    320,584	  334,052
---------------------------------------------------------------------------------------

Costs and expenses:
  Cost of product sales                                          171,366        122,144
  Salaries:
    Officer	                                                     109,440        129,835
    Office	                                                      73,892         47,969
  Interest	                                                      16,170         27,866
  Professional fees and consulting	                              85,666        120,497
  Research and development                                                        5,185
  Rent and office expenses                                       123,328        130,710
  Travel and meetings                                             34,628	   31,204
  Payroll and other taxes                                         15,532	    6,645
  Insurance                                                        3,077	    2,423
  Other administrative expenses                                   40,039	   40,158
---------------------------------------------------------------------------------------
Total costs and expenses                                         673,138	  664,636
---------------------------------------------------------------------------------------
Net loss                                                    $   (352,554) $    (330,584)
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
Net loss per common share - basic and diluted               $       (.01) $        (.01)
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
Weighted-average number of common shares outstanding          29,686,096     23,822,840
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------

</TABLE>

The accompanying notes and independent auditor's report should be read in
conjunction with the financial statements

F-4<PAGE>


                                                                 LESCARDEN INC.
<TABLE>
                                                                                  STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
<CAPTION>
                                    Convertible
                                  Preferred Stock                Common Stock         Additional                   Stockholders'
                               Number of    Par Value       Number of    Par Value     Paid-in     Accumulated         Equity
                                 Shares      Amount           Shares     Amount        Capital     Deficit          (Deficiency)
---------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>       <C>             <C>          <C>        <C>             <C>              <C>

Balance at May 31, 2002	         92,000    1,840           23,791,668	23,792     15,835,111	  (16,309,996)	 (449,253)
Issuance of common stock
 upon conversion of advances	     -        -    	      5,688,827    5,688	  374,312	         -          380,000
 from related parties
Imputed interest on advances
 from related parties              -     	  -    	           -        -     	   27,866	         -           27,866
Net loss                           -     	  -    	           -        -     	     -           (330,584)	 (330,584)
---------------------------------------------------------------------------------------------------------------------------------
Balance at May 31, 2002          92,000	 1,840	     29,480,495	29,480     16,237,289	  (16,640,580)	 (371,971)

Issuance of common stock
 upon exercise of warrants         -     	  -    	        350,000	   350	   34,650	         -           35,000
Imputed interest on advances
 from related parties	           -     	  -    	           -        -     	   16,170	         -           16,170
Net loss	                       -     	  -    	           -        -     	     -           (352,554)	 (352,554)
---------------------------------------------------------------------------------------------------------------------------------
Balance at May 31, 2004	         92,000	$1,840           29,830,495  $29,830    $16,288,109	 $(16,993,134)	$(673,355)
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The accompanying notes and independent auditor's report should be read in
conjunction with the financial statements

F-5<PAGE>
                                                                 LESCARDEN INC.
<TABLE>

                                                                      STATEMENT OF CASH FLOWS
<CAPTION>
Year ended May 31,                                                        2004             2003
-----------------------------------------------------------------------------------------------
<S>                                                                 <C>              <C>


Cash flows from operating activities:
  Net loss                                                          $(352,554)       $ (330,584)
  Adjustments to reconcile net loss to net cash used in
   operating activities:
    Imputed interest on advances from stockholder	                 16,170	           27,866
    Changes in operating assets and liabilities:
      Decrease (increase) in accounts receivable	                 79,867	          (79,867)
      Increase in inventory	(63,044)	(16,324)
      Increase in accounts payable and accrued expenses 	           24,276	           58,410
      Decrease in unearned revenue	                                     -     	   (105,000)
     (Decrease) increase in deferred license fee	                (32,500)	    258,750
-----------------------------------------------------------------------------------------------
	Net cash used in operating activities                          (327,785)	   (186,749)
-----------------------------------------------------------------------------------------------
Cash flows from financing activities:
  Advances from stockholder and related parties	                      250,000	          120,000
  Proceeds from issuance of common stock	                             35,000	             -
-----------------------------------------------------------------------------------------------
	Cash provided by financing activities                           285,000	          120,000
-----------------------------------------------------------------------------------------------
Net decrease in cash	                                              (42,785)	    (66,749)

Cash at beginning of year	                                         48,751	          115,500
-----------------------------------------------------------------------------------------------
Cash at end of year                                                  $  5,966         $  48,751
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------

Supplemental schedule of noncash financing activity:

  Conversion of advances received from related parties
   to common stock                                                  $   - 0 -  	  $ 380,000
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
</TABLE>

The accompanying notes and independent auditor's report should be read in
conjunction with the financial statements

F-6<PAGE>


1.	OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES:

The Company is engaged in the research, testing and development of
medications for the control and cure of various diseases and the licensing
of its technologies for commercialization by other companies.  In its
research and testing to date, the Company has discovered and is primarily
investigating Catrix(R), a complex of mucopolysaccharides derived from
bovine cartilage.

The accompanying financial statements have been prepared assuming the
Company will continue as a going concern.  As shown in the financial
statements, the Company has suffered recurring losses from operations
during the years ended May 31, 2004 and 2003 and has had limited revenue
in those years.  At May 31, 2004, the Company had stockholders'
deficiency and a working capital deficiency.  These factors indicate
that the Company may be unable to continue as a going concern.  In the past
few years, management has implemented plans to license its Catrix(R)
product for topical wound healing purposes, sell a line of cosmetic
products and enter the food supplement business.  During the year ending
May 31, 2004, management expects the continuation of these plans.  If
successful, this may increase cash flow which would allow the Company
to meet its obligations and sustain operations.  The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.

Revenue from license fees is being amortized over the term of the
license agreements. Revenue from the product sales is recognized upon
shipment of the product.

Accounts receivable are reported at their outstanding unpaid principal
balances reduced by an allowance for doubtful accounts.  The Company
estimates doubtful accounts based on historical bad debt, factors
related to specific customers' ability to pay and current economic
trends.  The Company writes off accounts receivable against the
allowance when a balance is determined to be uncollectible.

Research and development costs are charged to costs and expenses in the
year incurred.

For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with an original maturity of
three months or less to be cash equivalents.

Net loss per common share is based upon the weighted-average number of
common shares outstanding during the year.  Stock options, warrants and
convertible preferred stock are excluded from the computation of
diluted net loss per common share since they would have an antidilutive
effect.

Inventory, consisting principally of Catrix(R) and BIO-CARTILAGE(R)
supplies and Catrix(R) topical wound treatment creams and solutions,
is stated at the lower of cost, determined by the first-in, first-out
method, or market.

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
the use of estimates by management.  Actual results could differ from
those estimates.

F-7<PAGE>

The Company does not believe that any recently issued, but not yet
effective, accounting standards will have a material effect on the
Company's financial position, results of operations or cash flows.

The Company has elected to apply Accounting Principles Board ("APB")
Opinion No. 25 and related interpretations in accounting for its
stock-based compensation granted to employees and has adopted the
disclosure-only provisions of Statement of Financial Accounting
Standards ("SFAS") No. 123.  Had the Company elected to recognize
compensation cost based on the fair value of the warrants granted at
the grant date, as prescribed by SFAS No. 123, the Company's net loss
and net loss per common share would have been as follows:

Year ended May 31,                                2004             2003
-----------------------------------------------------------------------
Net loss, as reported                        $(352,554)    $   (330,584)
Deduct:  Total stock-based employee
 compensation expense determined
 under fair-value-based method for
 all awards 	                             (35,650)	     (2,200)
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Pro forma net loss                           $(388,204)    $   (328,384)
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Loss per share:  As reported                 $    (.01)    $       (.01)
-----------------------------------------------------------------------
-----------------------------------------------------------------------
                 Pro forma                   $    (.01)    $       (.01)
-----------------------------------------------------------------------
-----------------------------------------------------------------------

The fair value of each warrant grant is estimated on the date of grant
using the Black-Scholes option-pricing model with the following
weighted-average assumptions used for the years ended May 31, 2004 and
2003, respectively: expected volatility of 2.62% and 2.08%; risk-free
interest rates of 3.25% and 3.1%; and expected lives of 5 years.


2.	INVENTORY:

Inventory at May 31, 2004 consists of the following:

Finished goods                                                    $88,007
Raw materials	                                                 67,213
-------------------------------------------------------------------------
                                                                 $155,220
-------------------------------------------------------------------------
-------------------------------------------------------------------------

F-8<PAGE>


3.	ADVANCES FROM RELATED PARTIES:

During the years ended May 31, 2004 and 2003, related parties loaned the
Company $250,000 and $120,000, respectively. Except for $90,000 of the
loans, which is payable with interest and due on demand, the loans are
noninterest-bearing, due on demand and are convertible into common
stock of the Company.  The conversion terms are based on the fair
market value of the Company's stock at the time of the loan.  The Company
has charged interest expense and credited paid-in capital for interest
imputed on these loans.

The Company converted $380,000 of these advances into 5,688,827 shares
of common stock during the year ended May 31, 2003.


4.	STOCK OPTIONS AND WARRANTS:


In the year ended May 31, 1993, the Company approved the "1992 Employee
Incentive Stock Plan" (the "1992 Plan").  The 1992 Plan authorized the
issuance of stock options, restricted shares of stock and stock bonus
awards to eligible participants.  The 1992 Plan provides for the
reservation and availability of 2,000,000 shares of common stock, subject
to adjustment for future stock splits, dividends, reorganizations and other
similar events, at exercise prices not less than the fair market value at
the date of grant.  Options are exercisable from 12 months after the date
of grant and expire 10 years from the date of grant.  At May 31, 2003, no
options were granted under the 1992 Plan.

Transactions relating to warrants are as follows:

                                           	             Weighted-
                                           Number of         average
                                            Warrants       Exercise Price
                                          Exercisable        Per Share
-------------------------------------------------------------------------

Balance at June 1, 2002	                    7,816,174              $.69
Granted	                                   50,000               .34
Expired	                                 (180,000)	        .33
-------------------------------------------------------------------------
Balance at May 31, 2003	                    7,686,174	              .70
Granted  	                                  145,440	              .31
Exercised	                                 (350,000)	        .10
Expired	                               (1,755,000)	        .13
-------------------------------------------------------------------------
Balance at May 31, 2004	                    5,726,614	             $.90
-------------------------------------------------------------------------
-------------------------------------------------------------------------

The fair value of warrants issued to employees amounted to $35,650 during the
year ended May 31, 2004.

F-9<PAGE>




                                   Warrants Outstanding and Exercisable
------------------------------------------------------------------------

                                               Weighted-
                                                average      Weighted-
                                               Remaining      average
                  Range of        Number       Contractual    Exercise
               Exercise Price  Outstanding    Life (Years)      Price
------------------------------------------------------------------------

               $  .15              100,000       6.83            $  .15
                  .15625- .25	     681,177       1.71         	  .18
                  .30 - .34	   1,095,440	  .88	              .30
                  .35	         1,760,000	  .43	              .35
                  .40 - .75	      89,997	  .96	              .46
                 2.00	         2,000,000	 1.69	             2.00
------------------------------------------------------------------------
               $  .15 - $2.00	   5,726,614		           $  .90
------------------------------------------------------------------------
------------------------------------------------------------------------


5.      MAJOR CUSTOMERS:

During the year ended May 31, 2004, sales to one customer accounted
for approximately 50% of net sales.  During the year May 31, 2003,
sales to two customers accounted for approximately 46% and 15% of
net sales.


6.	COMMITMENTS, CONTINGENCIES AND RELATED PARTY TRANSACTIONS:

Substantially all of the Company's purchases of its primary raw material
for the Company's principal merchandise inventory for the year ended
May 31, 2004 was from one vendor.

During the year ended May 31, 2004, the Company renewed its noncancelable
lease with an unrelated third party to rent office space.  The lease, which
expires on January 31, 2011, is subject to real estate tax escalations and
electrical inclusions.  The aggregate minimum rental payments under this
lease are as follows:

Year ending May 31,
     2005	                                                   $  61,655
     2006	                                                      62,887
     2007	                                                      64,145
     2008	                                                      65,428
     2009	                                                      68,182
Thereafter	                                                     121,365
------------------------------------------------------------------------
                                                                $443,662
------------------------------------------------------------------------
------------------------------------------------------------------------


Rent expense charged to operations for the years ended May 31, 2004 and 2003
amounted to approximately $96,000 and $101,000, respectively.

F-10<PAGE>


In March 1999, the Company entered into a 10-year license agreement
in which it designated a company located in Spain (a subsidiary of
ICN Pharmaceuticals USA ("ICN")) as a semi-exclusive licensee
(the "Licensee") of Catrix(R) Wound Dressing (the "Product").  Upon
the signing of the license agreement, the Company received 50% of an
up-front fee it is charging for distributorship rights.  The balance
was paid during the fiscal year ended May 31, 2001, upon the Company
having secured registration and marketing approval for the Product
from the Spanish Health Ministry as required under the agreement.

In November 2002, the Company and ICN entered into an agreement,
whereby the Company granted ICN the exclusive license for the
Product in Portugal, Greece and Cyprus for $100,000.  Payment was
made by offsetting this amount against an advance payment from ICN
to the Company for Product that was not shipped.  This amount is being
amortized over the remaining life of the license (7 years).  In the
accompanying May 31, 2004 balance sheet, $56,250 is included in deferred
license fees.

On June 4, 2002, the Company announced that it had entered into a
license agreement with another entity related to ICN granting this
entity a 10-year exclusive license to market the Product in Canada.
All of the license fees were paid in the fiscal year ended May 31,
2003, upon the Company having secured registration and marketing
approval for the Product from the Canadian Health Authorities and
are being amortized over the life of the license.  In the accompanying
May 31, 2004 balance sheet, $170,000 is included in deferred license
fees.

A revised agreement with a former chairman, which is for a period of 20
years, provides for a minimum annual consultancy fee/pension payment of
$25,000 to be paid in any year in which the Company's net worth is in
excess of $2,500,000 or pretax profits of $500,000 are achieved.  In
the event of the death of this former chairman, any amounts due under
this agreement will be payable to his estate.  Additionally, the
agreement provides for the issuance of nonqualified stock options to
purchase 100,000 shares of the Company's common stock.  Under the
agreement, pension costs cannot be reasonably estimated principally
because the conditions required to create a pension liability do not
exist at  May 31, 2004 and are not anticipated in the foreseeable future.

7.	STOCKHOLDERS' EQUITY:

The convertible preferred stock has a preference upon liquidation of
$1.50 per share; is convertible, at the option of the holder, into one
share of the Company's common stock for each share of preferred stock;
and is callable, at the option of the Company at such time as its net
worth exceeds $3,000,000, for $1.50 per share.  Additionally, holders of
preferred stock are entitled to vote for directors of the Company on a
one-share/one-vote basis.

F-11<PAGE>

8.	INCOME TAXES:

The Company has net operating loss carryforwards of approximately
$6,429,000 available to reduce future taxable income which expire in
various years through 2023.

The utilization of net operating loss carryforwards may be limited as
a result of cumulative changes in the Company's stock ownership.

Deferred income taxes reflect the impact of net operating loss
carryforwards.  In recognition of the uncertainty regarding the ultimate
amount of income tax benefits to be derived from the Company's net
operating loss carryforwards, the Company has recorded a valuation
allowance for the entire deferred tax asset.

The deferred income tax asset is comprised of the following at
May 31, 2004:

Net operating loss carryforwards	                         $ 2,186,000
------------------------------------------------------------------------
Gross deferred tax assets	                                 2,186,000
Valuation allowance	                                      (2,186,000)
------------------------------------------------------------------------
	Net deferred income tax asset                          $    - 0 -
------------------------------------------------------------------------
------------------------------------------------------------------------

A reconciliation of the effective income tax rate to the statutory rate
is as follows:

Year ended May 31,                                   2004           2003
------------------------------------------------------------------------

Tax benefit at federal statutory rate                (34)%	        (34)%
Increase in valuation allowance	                  34	         34
------------------------------------------------------------------------
                                                    - 0 -%         - 0 -%
------------------------------------------------------------------------
------------------------------------------------------------------------

F-12