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, 2005
                          ------------
[ ] 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 $ 2,431,744.

The aggregate market value of the registrant's Common Stock held by
nonaffiliates of the registrant on July 15, 2005 was approximately
$6,409,562.

The number of shares of registrant's Common Stock outstanding as
of July 15, 2005 was 30,907,418.

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

          The Company's revenues and liquidity increased in
recent years, particularly in the year ended May 31, 2005,
due to increased tarritorial license fees and increased sales
of Catrix(R) Wound Dressing to its licensees.

          Since FDA approval, in August 1996, of the 510(k)
application for the use of Catrix(R), in the management of a
variety of skin ulcerations, wounds and burns, the Company
has been focused on the development of a distribution network
for its proprietary products through licensing and distribution
agreements in addition to its own direct marketing efforts.
This strategy includes a complete marketing program for both
pure Catrix(R) powder, as well as Catrix(R) Skin Care, used by
cosmetic dermatologists, plastic surgeons and skin care specialists
for 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.

          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.

3<PAGE>


          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 CATRIX(R) Wound Dressing in Spain,
Portugal, Greece, Cyprus and Malta for the balance (about 7 years)
of the license period remaining under the March 1999 agreement. ICNI
hassince enjoyed a successful introduction of CATRIX(R) Wound Dressing
into these additional markets.

           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 September 2004, following the success of CATRIX(R)
in Spain, the Company entered into an expanded license agreement
granting Valeant Pharmaceuticals a 10 year exclusive license to
market CATRIX(R) Wound Dressing throughout Europe.

          The new license agreement expands the distribution to
include the 25 European Union member countries as well as Russia,
the Balkans, Turkey and the other member countries of the
Commonwealth of Independent States. Valeant has commenced the
launch of the product throughout the EU and will introduce the
product in the non-EU countries pending marketing approval by
the local health authorities.

          In December 2004, the Company entered into a ten year
license agreement with Daewoong Pharmaceutical Company, Ltd. of
Seoul, South Korea. This agreement grants Daewoong an exclusive
license to distribute CATRIX(R) Wound Dressing in South Korea.
The launch of the product in Korea will commence upon securing
marketing approval by the Korean Food and Drug Administration.

          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 ("HPB") 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.

4<PAGE>

          Due to a change in the Canadian 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.


          CATRIX(R) powder has been formulated into a line of
skin care products being marketed 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 Catrix(R) 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.

          Catrix(R) Ointment, when applied post-surgically,
contributes significantly to the wound healing process greatly
reducing the healing time.  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 promising,
and the preliminary findings were presented at the annual
meeting of the American Society for Dermatologic Surgery in
Denver in November, 2000.  Moreover, a complete paper on the
trial results has been published in Dermatological Surgery, a
peer reviewed journal and was the subject of a feature on
NBC-TV News.

          The Company has also developed and formulated a 5%
Catrix(R) Cream and a 5% Catrix(R) Lip Balm.  The Cream, 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.
Domestically, sales of these products have occurred principally
through dispensing skin care professionals, specialty retailers
and via the internet. Internationally, Catrix(R) Skin Care is
sold throughout Korea by dispensing physicains.

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

5<PAGE>


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(R)), partially depolimerized Poly-NAG(R), 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(R),
          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.
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.

6<PAGE>

          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:
          -acceleration of wound healing;
          -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.


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

7<PAGE>


was suspended in December 1999 for the reasons given below. (See,
"Business-Government Regulation").

      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 II 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.

8<PAGE>

In order to develop interest in Catrix(R) powder, the Company
supplied Catrix(R) powder to two hospitals for the treatment
of patients suffering 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%.

          In addition, observational studies have been conducted
to expand the clinical knowledge base of and marketing platform
for the healing potential for Catrix(R). These studies focused
on post radiation dermatitis (burns caused by radiation
treatments) and diabetic ulcers. Both studies indicated that
Catrix(R) proved to be safe and efficacious in healing these
types of wounds.

     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

9<PAGE>

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.


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.

10<PAGE>

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 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.

11<PAGE>


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.


          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 cattle herds used as source
material are located in New Zealand.

          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  for use as an anti-inflammatory. In April 2005, a similar patent
was granted in Europe.

          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,

12<PAGE>

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 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, 2005, 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

13<PAGE>



                             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.

Fiscal Year Ending May 31, 2005                High      Low
                                               ----      ---

Fourth Quarter                                  .40      .30
Third Quarter                                   .43      .34
Second Quarter                                  .33      .20
First Quarter                                   .24      .19

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

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


          On July 8, 2005 the closing bid price per share of
Common Stock, as reported by the National Quotation Bureau, was
$.40.  As of May 31, 2005 there were 452 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, discovery and development for
its proprietary biologic materials with a focus on wound healing,
skin care, osteoarthritis and cancer applications. In recent years
the Company has shifted emphasis to developing, marketing and
licensing opportunities for these technologies.

          The Company's revenues are led by, Catrix(R) Wound Dressing,
a topical powder derived from bovine cartilage. The Wound Dressing is
indicated for the management of an array of chronic wounds and burns.
In addition, the Company derives revenue from a line of Catrix(R)-

14<PAGE>


based skin care products targeting the Plastic Surgery, Dermatology
and Spa markets. Sales of two nutritional supplements, BIO-CARTILAGE(R)
and a glucosamine polymer, Poly-NAG(R) also contribute modestly to
the Company's overall 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.

Revenue recognition

Revenue from product sales is recognized upon shipment of the
product when title to the property transfers to the buyers as
does the risk of loss and collectibility of the sales price
is reasonably assured.

Deferred license fees relate to license fees received from the
company's licensees 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

15<PAGE>

adjustment to the deferred tax asset would increase income in the
period such determination was made.


Fiscal year ended May 31, 2005 compared to May 31, 2004
-------------------------------------------------------

          The Company's revenues increased in the year ended May 31,
2005 compared to May 31, 2004 by $2,111,160 primarily due to
increased territorial license fees and increased sales of CATRIX(R)
Wound Dressing to its licensees.

          Total costs and expenses during the year ended May 31,
2005 were 202% or $1,364,559 higher  than those of the comparative
prior year. The increase was principally due to higher, cost of
product sales of $879,514 professional fees and consulting of
$117,240, commissions of $265,000, travel and meetings of $68,176
and insurance expense of $20,277; which were partially offset by
lower rent and office expenses of $24,594.

     The Company's cash balance increased by $1,024,053 in the
year ended May 31, 2005 compared to a $42,785 decrease in the
year ended May 31, 2004. The Company received net license fees of
$810,000 in the year ended May 31, 2005 compared to none in the
year ended May 31, 2004; and the Company had net income of $394,047
in the year ended May 31, 2005 compared to a net loss of $352,554
in the year ended May 31, 2004.

Liquidity and Capital Resources.

Overview

     The Company earned net income from operations of $394,047 in
the year ended May 31, 2005. Prior to achieving profitability,
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

     As of May 31, 2005, the Company's current assets exceeded
its accounts payable and accrued expenses by $963,531.

     On September 16, 2004 the Company announced that it had
entered into a license agreement with Valeant Pharmaceuticals
International, granting Valeant a 10 year exclusive license to
market Lescarden's proprietary product, CATRIX(R) Wound Dressing
through Europe. This agreement expands the current relationship

16<PAGE>

between the two companies. Valeant Iberica, (formerly ICN Iberica)
a division of Valeant Pharmaceutical, currently distributes
Catrix(R)in Spain, Portugal, Greece, Cyprus and Malta. The new
license agreement expands the distribution to include the 25
European Union member countries as well as the Balkans countries,
Russia and the other member countries of the Commonwealth of
Independent States. Sales of  CATRIX(R) commenced in the EU countries
in November and December 2004.

     On December 22, 2004 the Company announced that it had
entered into a license agreement with Daewoong Pharmaceutical Co.
Ltd. Of Seoul, Korea granting Daewoong a 10 year exclusive license
to market Lescarden's proprietary product  CATRIX(R) Wound Dressing
in South Korea. Daewoong is the fourth-largest pharmaceutical
manufacturer and distributor in Korea. Implementation of this
Agreement is contingent upon securing marketing approval for
the product by the Korean FDA.

     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, 2005.


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.

Item 8A.  Disclosure Controls and Procedures
          ----------------------------------

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

17<PAGE>

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. 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-KSB.


18<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.

Xavier Gras Balaguer                         Director.


          Mr. Luther (age 45) 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 76) 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 73) 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.

19<PAGE>

          Mr. Wiese (age 39)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. 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.

          Mr. Balaguer (age 52) has for more than the past five years
owned a company devoted to giving advice on strategy and project
development to pharmaceutical companies. Since 1998 he has been a
representative of the Company in Europe. Mr. Balaguer received his
license in Medicine from the Autonomous University of Barcelona, Spain
and his MD at the School of Medicine from the University of Barcelona.

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


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

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

William E. Luther         2005         $119,333         100,000
                          2004         $109,440         100,000
                          2003         $ 66,750            -


Gerard A. Dupuis          2003         $ 87,500            -
President and CEO
(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
                                              210,000         $11,300

20<PAGE>


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

         The following table sets forth, as of May 31, 2005, 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.



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

Common   Charles T. Maxwell (2)       12,733,512               41.20%
Stock    420 Lexington Avenue
         Suite 212
         New York, NY 10170


         George E. Ehrlich (2)           225,000                0.75%
         420 Lexington Avenue
         Suite 212
         New York, NY 10170



         William E. Luther (2)           310,000                1.00%
         420 Lexington Avenue
         Suite 212
         New York, NY 10170


         Russell O. Wiese              2,000,000                6.47%
         420 Lexington Avenue
         Suite 212
         New York, NY 10170


         Gerard A. Dupuis (2)          2,870,312                8.50%
         420 Lexington Avenue
         Suite 212
         New York, NY 10170


         Directors and                15,268,512               48.79%
         Officers as a group
         (2) (4 persons)

21<PAGE>

         (1) The percentages are calculated on the basis of
30,907,418 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, 2005 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.

         (2) Includes 2,870,312, 175,000 and 210,000 warrants
to purchase the Company's Common Stock held by Mr. Dupuis, Dr.
Ehrlich 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.*

22<PAGE>


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  Research Ltd. Partnership dated June 4,
         1983.*

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

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, 2005.


23<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 August 19, 2005

         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, 2005                 Officer, Principal Accounting
                                    Officer and Director


By: S/George E. Ehrlich             Director
    -------------------
    George E. Ehrlich
    August 19, 2005


By: S/Charles T. Maxwell            Director
    --------------------
    Charles T. Maxwell
    August 19, 2005


By: S/Russell O. Wiese 	            Director
    ------------------
    Russell O. Wiese
    August 19, 2005


By: S/Xavier Gras Balaguer          Director
    ----------------------
    Xavier Gras Balaguer
    August 19, 2005


24 <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-15(e) and 15d-
15(e)) 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 the end of the period( 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, 2005

25 <PAGE>



                                                               LESCARDEN INC.


                                               INDEX TO FINANCIAL STATEMENTS
-----------------------------------------------------------------------------
Report of Independent Registered Public Accounting Firm                F-2
Balance Sheet as of May 31, 2005	                                   F-3
Statement of Operations for the Years Ended May 31, 2005 and 2004	     F-4
Statement of Stockholders' Equity (Deficiency) for the Years Ended
 May 31, 2005 and 2004	                                               F-5
Statement of Cash Flows for the Years Ended May 31, 2005 and 2004	     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, 2005, 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, 2005, 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.



GOLDSTEIN GOLUB KESSLER LLP
New York, New York

July 12, 2005

F-2<PAGE>

                                                                 LESCARDEN INC.
<TABLE>
                                                                         BALANCE SHEET
<CAPTION>


May 31, 2005
---------------------------------------------------------------------------------------
ASSETS
<S>                                                                       <C>
Current Assets:
  Cash and cash equivalents                                              $    1,030,019
  Accounts receivable 	                                                         10,570
  Inventory	                                                                    102,441
  Prepaid expense	                                                                2,959
---------------------------------------------------------------------------------------
      Total current assets                                                    1,145,989

Deferred Income Tax Asset, net of valuation allowance of $1,666,000	           -
---------------------------------------------------------------------------------------
      Total Assets                                                       $    1,145,989
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities:
  Accounts payable and accrued expenses                                  $      182,458
  Deferred license fees 	                                                  947,625
---------------------------------------------------------------------------------------
      Total liabilities                                                       1,130,083
---------------------------------------------------------------------------------------

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 30,907,418 shares	                                       30,907
  Additional paid-in capital	                                               16,582,246
  Accumulated deficit	                                                    (16,599,087)
---------------------------------------------------------------------------------------
      Stockholders' equity	                                                   15,906
---------------------------------------------------------------------------------------
      Total Liabilities and Stockholders' Equity                         $    1,145,989
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
</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,                                                  2005           2004
---------------------------------------------------------------------------------------
<S>                                                        <C>            <C>

Revenue:
  Product sales                                            $   2,077,258  $     288,026
  License fees	                                               353,625	   32,500
  Interest income	                                                   861	       58
Total revenue	                                             2,431,744	  320,584
---------------------------------------------------------------------------------------

Costs and expenses:
  Cost of product sales                                        1,050,880        171,366
  Salaries:
    Officer	                                                     119,333        109,440
    Office	                                                      82,898         73,892
  Interest	                                                      24,437         16,170
  Professional fees and consulting	                             202,906         85,666
  Commissions	                                               265,000           -
  Research and development 	                                    11,735           -
  Rent and office expenses 	                                    98,734        123,328
  Travel and meetings	                                         102,804         34,628
  Payroll and other taxes	                                    16,422         15,532
  Insurance 	                                                23,354          3,077
  Other administrative expenses	                              39,194         40,039
---------------------------------------------------------------------------------------
Total costs and expenses                                       2,037,697        673,138
---------------------------------------------------------------------------------------
Net income (loss)	                                          $    394,047   $   (352,554)
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
Net income (loss) per common share - basic and diluted      $        .01   $       (.01)
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
Weighted-average number of common shares outstanding:
  Basic		                                            30,099,726     29,686,096
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
  Diluted                                                     30,600,512     29,686,096
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------

</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, 2003	         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)

Issuance of common stock
 upon conversion of advances
 from related parties              -        -          1,076,923         1,077          278,923             -         280,000

Imputed interest on advances
 from related parties	           -        -               -             -              15,214             -          15,214

Net income                         -        -               -             -                -             394,047      394,047
---------------------------------------------------------------------------------------------------------------------------------
Balance at May 31, 2005	         92,000	$1,840      30,907,418       $30,907       $16,582,246    $(16,599,087)   $  15,906
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
</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,                                                        2005             2004
-----------------------------------------------------------------------------------------------
<S>                                                                 <C>              <C>


Cash flows from operating activities:
  Net income (loss)                                                 $  394,047       $ (352,554)
  Adjustments to reconcile net income (loss) to net cash provided by
   (used in) operating activities:
    Imputed interest on advances from stockholder                       15,214           16,170
    Changes in operating assets and liabilities:
       (Increase) decrease in accounts receivable                      (10,570)          79,867
       Increase in prepaid expense                                      (2,959)            -
       Increase (decrease)  in inventory                                52,779          (63,044)
       (Decrease) increase in accounts payable and accrued expenses    (55,833)          24,276
       Increase (decrease) in deferred license fee                     721,375          (32,500)
-----------------------------------------------------------------------------------------------
	Net cash provided by (used in) operating activities            1,114,053         (327,785)
-----------------------------------------------------------------------------------------------

Cash flows from financing activities:
  Advances from stockholder and related parties                         30,000          250,000
  Repayment of advances from stockholders                             (120,000)            -
  Proceeds from issuance of common stock                                  -              35,000
-----------------------------------------------------------------------------------------------
	Net cash provided by (used in) financing activities              (90,000)         285,000
-----------------------------------------------------------------------------------------------

Net increase (decrease) in cash                                      1,024,053          (42,785)

Cash at beginning of year                                                5,966           48,751
-----------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year                           $ 1,030,019       $    5,966
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------

Supplemental schedule of noncash financing activity:

  Conversion of advances received from related parties
   to common stock                                                 $   280,000              -
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------

Supplemental disclosures of cash flow information:

  Cash paid during the year for interest                           $      9,223             -
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
</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:

 Lescarden Inc. (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 Company is
currently selling products using CATRIX(R) materials and is licensing
its technologies in Canada, Europe and Korea.

Revenue from product sales is recognized upon shipment of the product
when title to the property transfers to the buyer, the risk of loss
does and collectibility of the sales price is reasonably assured.

The deferred license fees of $947,625 stated on the balance sheet
relate to license fees received from the Company's licensees in
Canada, Europe and Korea which are being amortized over the term of
the license agreements.

Due to the materiality of the sales of its cosmetics product and food
supplements in addition to the Company's CATRIX(R) Wound Dressing
product, the Company believes it has one business segment for financial
reporting purposes.

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.

The Company maintains cash in bank deposit accounts which, at times,
exceed federally insured limits.  The Company has not experienced any
losses on these accounts.

Basic earnings (loss) per share is net income (loss) per common
share divided by the weighted-average number of common shares
outstanding during the year. Diluted earnings per share for the
year ended May 31, 2005 is computed by dividing net inocome by the
weighted-average number of common stock and common stock equivalents
(408,786 common stock warrants and 92,000 shares of preferred stock ).
Diluted loss per common share for the year ended May 31, 2004 has
not been presented because the impact of the conversion or exercise,
as applicable, of the warrants, stock options and preferred stock
would be antidilutive.

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

F-7<PAGE>

the use of estimates by management.  Actual results could differ from
those estimates.

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 income (loss) and net
income (loss) per common share would have been as follows:

Year ended May 31,                                2005             2004
-----------------------------------------------------------------------
Netincome (loss), as reported	                 $394,047     $ (352,554)
Deduct:  Total stock-based employee
 compensation expense determined under
 fair-value-based method for all awards          (8,905)       (35,650)
-----------------------------------------------------------------------
Pro forma net income (loss)                    $385,142      $ (388,204)
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Income (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, 2005 and 2004, respectively: expected volatility
of 262%% and 262%; risk-free interest rates of 3.83% and 3.25%;
and expected lives of 5 years.

Recent Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board
issued SFAS No. 123 (revised 2004), Sahre-Based Payment,
("SFAS 123(R)")which revised SFAS No. 123, Accounting for
Stock-Based Compensation. This statement supercedes APB
Opinion No. 25, Accounting for Stock Issued to Employees.
The revised statement addresses the accounting for share-
based payment transactions with employees and other third
parties, eliminates the ability to account for share-based
compensation transactions using APB No. 25 and requires
that the compensation costs relating to such transactions
be recognized in the statement of operations.  The revised
statement is effective for the Company beginning March 1,
2006. It is expected to have an impact on the Company's
consolidated financial statements similar to the pro forma
disclosure under SFAS No. 123.

F-8<PAGE>


2.	INVENTORY:

Inventory May 31, 2005 consists of the following:

Finished goods                                                   $ 21,203
Raw materials                                                      81,238
-------------------------------------------------------------------------
                                                                 $102,441
-------------------------------------------------------------------------
-------------------------------------------------------------------------


3.	ADVANCES FROM RELATED PARTIES:

At May 31, 2004, related party loans to the Company aggreated
$370,000. 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 $280,000 of these advances into 1,076,923 shares
of common stock during the year ended May 31, 2005.


  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, 2005, no options
were granted under the 1992 Plan.

The following is a summary of transactions relating to warrants
which are granted at the discretion of the board of directors:


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

Balance at June 1, 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	            1.14
Granted                                      226,149	             .32
Expired                                   (1,812,219)	             .35
-------------------------------------------------------------------------
Balance at May 31, 2005                    4,140,544	           $1.11
-------------------------------------------------------------------------
-------------------------------------------------------------------------

F-9<PAGE>


<PAGE>
The following table summarizes the information about warrants outstanding
at May 31, 2005:




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

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

               $  .15               100,000        5.83           $  .15
                  .15625 - .29      707,326         .71	         .18
                  .30 - .34       1,295,440        2.58	         .31
                  .40 - .75	       37,778         .66              .46
                 2.00	          2,000,000        1.59             2.00
------------------------------------------------------------------------
               $  .15 - $2.00	    4,140,544                       $ 1.11
------------------------------------------------------------------------
------------------------------------------------------------------------


5.	MAJOR CUSTOMERS AND SUPPLIER:

During the year ended May 31, 2005, sales to two customers accounted
for approximately 92% of net product sales.  During the year May 31,
2004, sales to one customer accounted for approximately 50% of net
product sales.

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, 2005 was from one vendor.


6.	COMMITMENTS AND CONTINGENCIES:

During the year ended May 31, 2005, 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,

             2006                                               $ 62,887
             2007                                                 64,145
             2008                                                 65,428
             2009                                                 68,182
             2010                                                 72,435
Thereafter                                                        48,930
------------------------------------------------------------------------

                                                                $382,007
------------------------------------------------------------------------
------------------------------------------------------------------------
Rent expense charged to operations for the years ended May 31, 2005 and
2004 amounted to approximately $71,000 and $96,000, respectively.

F-10<PAGE>


<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 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 (seven years).  In
the accompanying May 31, 2005 balance sheet, $46,875 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, 2005 balance sheet, $150,000 is included in deferred license
fees.

On September 16, 2004, the Company announced that it had entered into a
license agreement with Valeant Pharmaceuticals International (formerly
ICN Iberica) granting Valeant a 10-year exclusive license to market
Lescarden's proprietary product, Catrix(R) Wound Dressing throughout Europe.
This agreement expands the current relationship between the two companies.
Valeant Iberica (formerly ICN Iberica), a division of Valeant
Pharmaceuticals International, currently distributes Catrix(R) in Spain,
Portugal, Greece, Cyprus and Malta. The new license agreement expands
the distribution to include the 25 European Union member countries as
well as the Balkan countries, Russia and the other member countries of
the Commonwealth of Independent States. Sales of Catrix(R) commenced in
the EU countries in November and December 2004. In the accompanying
May 31, 2005 balance sheet, $693,750 of license fees received from
this agreement is included in deferred license fees.

On December 22, 2004, the Company announced that it had entered into
a license agreement with Daewoong Pharmaceutical Co. Ltd. of Seoul,
Korea granting Daewoong a 10-year exclusive license to market
Lescarden's proprietary product Catrix(R) Wound Dressing in South Korea.
Daewoong is the fourth largest pharmaceutical manufacturer and distributor
in Korea. Implementation of this agreement is contingent upon securing
marketing approval for the product by the Korean FDA. In the accompanying
May 31, 2005 balance sheet, $57,000 of license fees received from this
agreement 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.

F-11<PAGE>


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, 2005 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.


  8.	INCOME TAXES:

The Company has net operating loss carryforwards of approximately
$4,700,000 available to reduce future taxable income which expire
in various years through 2024.

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, 2005:

Net operating loss carryforwards                             $ 1,666,000
------------------------------------------------------------------------
Gross deferred tax assetS                                      1,666,000
Valuation allowance                                           (1,666,000)
------------------------------------------------------------------------

	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,                                    2005          2004

Tax benefit at federal statutory rate                 (34)%         (34)%
Increase in valuation allowance	                   34            34
------------------------------------------------------------------------
                                                     - 0 -%        - 0 -%
------------------------------------------------------------------------
------------------------------------------------------------------------
-
F-12