U.S.
Securitiesand
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 10K/A or any amendment to
this Form 10K/A.
 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 10K/A 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 10K/A.
  
 
 EXPLANATORY NOTE
  This
abbreviated amendment to the May 31, 2008 10K/A is being filed to include a
reference to internal control over financial reporting in paragraph 4b of
Exhibit 31 Certification pursuant to Item 601(b)(31) of Regulation
S-B.
 
 2
  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, PresidentMarch
      31, 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
                          March
      31, 2009
                        President,
      Principal Executive
                          Officer,
      Principal Financial
                          Officer,
      Principal Accounting
                          Officer
      and DirectorBy:
                        S/George E. Ehrlich
                          George
      E. Ehrlich
                          March
      31, 2009
                        DirectorBy:
                        S/ Charles T. Maxwell
                          Charles
      T. Maxwell
                          March
      31, 2009
                        DirectorBy:
                        S/ Russell O. Wiese
                          Russell
      O. Wiese
                          March
      31, 2009
                        DirectorBy:
                        S/ Xavier Gras Balaguer
                        DirectorXavier
      Gras Balaguer
                          March
      31, 2009