U.S.
Securities and Exchange Commission


Washington,
D.C. 20549





Form
10-K/A





(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, 2008





 ̈
              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 incorporation or organization)
                  
                  (I.R.S.
      Employer Identification
No.)





420
Lexington Avenue,New
York,NY10170


(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


Issuers
revenues for its most recent fiscal year were $ 1,062,806.







The
aggregate market value of the registrant’s Common Stock held by nonaffiliates of
the registrant on July 12, 2008 was approximately $2,339,991.





The
number of shares of registrant’s Common Stock outstanding as of July 12, 2008
was 30,943,450.




Transitional
Small Business Disclosure Format (Check one): Yes  ̈No x





Forward
Looking Statements





This
annual report on Form 10-KSB contains predictions projections and other
statements about the future that are intended to be forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended (collectively “forward-looking statements”).  Forward-looking
statements involve risks and uncertainties.  A number of important
factors could cause actual results to differ materially from those in the
forward-looking statements.  In assessing forward-looking statements,
readers are urged to read carefully all cautionary statements including those
contained in other sections of this annual report on Form 10-KSB.













EXPLANATORY
NOTE





This
abbreviated amendment to the May 31, 2008 10-KSB is being filed to include Item
8A and paragraph 4c of Exhibit 31 Certification pursuant to Item 601(b)(31) of
Regulation S-B.





ITEM 8a
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 and Chief Financial Officer,
as appropriate, to allow timely decisions regarding required disclosure. The
Company’s management, including the Chief Executive and 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.
 
 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 and Chief Financial Officer, of the effectiveness of the design and
operation of the Company’s disclosure controls and procedures. Based on such
evaluation, the Company’s Chief Executive and Chief Financial Officer concluded
that the Company’s disclosure controls and procedures are effective as of the
end of the period covered by this annual report on Form 10KSB.


There
have been no significant changes in the Company’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-KSB.





Management's
report on internal control over financial reporting





Management
of the Company is responsible for establishing and maintaining adequate internal
control over financial reporting. The Company's internal control over
financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external reporting purposes in accordance with
U.S. generally accepted accounting principles.





Our
internal control over financial reporting includes those policies and procedures
that (i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect transactions and dispositions of assets; (ii)
provide reasonable assurances that transactions are recorded as necessary to
permit preparation of financial statements in accordance with U.S.
generally accepted accounting principles, and that receipts and expenditures are
being made only in accordance with authorizations of management and the
directors of the Company; and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition
of the Company's assets that could have a material effect on our financial
statements. Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements.





Management
assessed the effectiveness of the Company's internal control over financial
reporting as of May 31, 2008 based on the framework established in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO). Based on that assessment, management
concluded that, as of May 31, 2008, the Company's internal control over
financial reporting was effective based on the criteria established in Internal
Control—Integrated Framework




This
Annual Report on Form 10-KSB does not include an attestation report of the
Company's registered public accounting firm regarding internal control over
financialreporting since temporary rules of the SEC permit the Company to
provide only management's report on this Annual Report on Form
10-KSB.
 
 (c)
Changes in internal control over financial reporting.
 As of the
end of the period covered by this report, there have been no changes in our
internal controls over financial reporting (as defined in Rule 13a-15(f) under
the ExchangeAct) during the quarter ended May 31, 2008 that materially affected,
or are reasonably likely to materially affect, our internal controls over
financial reporting.


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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. LutherWilliam
      E. Luther, PresidentApril
      10, 2009





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
                          William
      E. Luther
                          April
      10, 2009
                        President,
      Principal Executive
                          Officer,
      Principal Financial
                          Officer,
      Principal Accounting
                          Officer
      and DirectorBy:
                        S/George E. Ehrlich
                          George
      E. Ehrlich
                          April
      10, 2009
                        DirectorBy:
                        S/ Charles T. Maxwell
                          Charles
      T. Maxwell
                          April
      10, 2009
                        DirectorBy:
                        S/ Russell O. Wiese
                          Russell
      O. Wiese
                          April
      10, 2009
                        DirectorBy:
                        S/ Xavier Gras Balaguer
                        DirectorXavier
      Gras Balaguer
                          April
      10, 2009







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