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                                   FORM 10-KSB

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

(Mark One)

[X]    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
       1934

        For the fiscal year ended            May 31, 2003

[ ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

        For the transition period from          to

        Commission file number                 000-28385

                                 Protalex, Inc.
                 (Name of small business issuer in its charter)

           New Mexico                                  91-2003490
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or organization)

     717 Encino Pl. N.E. Suite 17                          Albuquerque, NM 87102
(Address of principal executive offices)                         (Zip Code)

Issuer's telephone number                    (505) 243-8220

Securities registered under Section 12(b) of the Exchange Act:

Title of each class                    Name of each exchange on which registered

       None                                              None

Securities registered under Section 12(g) of the Exchange Act:

                                  Common Stock
                                (Title of Class)


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 files in response to Item 405 of
Regulation S-B is not 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. [ ]

          State issuer's revenues for its most recent fiscal year. $ 0

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.) $41,406,451 as of August 25, 2003.

Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate market
value of the common equity held by non-affiliates on the basis of reasonable
assumptions, if the assumptions are stated.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. 12,244,379 as of August 25, 2003.

        Transitional Small Business Disclosure Format (check one):

 Yes       No    X

                                             Documents Incorporated by Reference

Portions of the Definitive Proxy Statement for the 2003 Annual Meeting of
Stockholders (which will be filed within 120 days after the close of the
Company's fiscal year ended May 31, 2003) are incorporated by reference. With
the exception of those portions which are specifically incorporated by
referenced in this 10-KSB Annual Report, the Proxy Statement for the 2003 Annual
Meeting of Stockholders is not deemed to be filed as a part of this Report.

ITEM I - DESCRIPTION OF BUSINESS

Overview


Protalex, Inc. ("Protalex" or the "Company") is a development stage company
engaged in developing a class of human pharmaceuticals from organic molecules
which in pre-clinical trials have demonstrated effectiveness in regulating the
immune system with persisting effects. The autoimmune disease initially targeted
by the Company is Rheumatoid Arthritis (RA). It currently has no product on the
market. The Company was incorporated on April 23, 1958 and became Protalex
pursuant to a reverse merger with Enerdyne in 1999.


Protalex's bioregulatory compounds are based upon the principal of influencing
cellular activities at a more basic level than traditional pharmaceutical
agents, which act upon the end products of complex metabolic pathways. In
autoimmune disease models, the Company's target drug has induced reversal of the
pathologic process and has resulted in a restoration of tissue integrity and
function. The Company intends to bring this biotechnology to bear on a range of
serious autoimmune conditions with millions of sufferers worldwide.

Pre-clinical trials demonstrating safety and efficacy in animals have been
completed. The company is now preparing to file an Investigational New Drug
(IND) application with the Food and Drug Administration (FDA) for human clinical
trials expected to begin in 2004. In preparation for filing the IND, the Company
is producing the drug at a contract laboratory, designing clinical trial
protocols, and developing assays to measure drug concentrations and systemic
effects in upcoming clinical trials.

About Bioregulation

The immune system exists to protect the body from foreign agents such as
bacteria and viruses. In normal functioning, a complex set of interactions
results in the destruction of these outside bodies. An important aspect of this
process is the ability to recognize self (normal tissue) from non-self (foreign
agents). Autoimmune diseases such as Rheumatoid Arthritis, Lupus, Crohn's,
Insulin-Dependent Diabetes, and Multiple Sclerosis result when this
self-recognition goes awry and the immune system mistakenly identifies normal
tissue as foreign. In Rheumatoid Arthritis the dysregulation of the immune
system causes the joint lining to form invasive tissue that degrades cartilage
and bone. With the current treatments available, prevention of long-term damage
in Rheumatoid Arthritis requires ongoing indefinite drug therapy. The vast
majority of FDA approved drugs for the treatment of Rheumatoid Arthritis carry
significant side effects. They generally target specific products of the immune
response that are formed well after the system has lost its ability to
self-regulate. Protalex's bioregulator on the other hand, addresses the
fundamental pathogenic dysregulation that causes the initial abnormal response.

Protalex has discovered a method of "resetting" the immune system by
deactivating the immune response via the use of a bioregulator, which has been
shown to have no side effects at treatment dosages and works very early in the
immune response to prevent the activation of lymphoid cells and the secretion of
pathogenic cytokines. In the animal model specifically designed to evaluate the
efficacy of anti-arthritic drugs, the Company's bioregulator has not only
inhibited the acute inflammation but also repaired and/or reversed the tissue
damage caused by inflammatory response.

Animal Studies

Protalex's Bioregulator has proven effective in two clinical standard mouse
autoimmune models:

Collagen-Induced Arthritis - Mice received two injections of collagen in order
to stimulate an inflammatory response, then one group was treated with
Protalex's bioregulator, a second group received a leading commercially
available treatment and the control group was injected with saline solution. The
mice were scored daily on joint size and loss of function. The results showed
that Protalex's bioregulator and the currently popular treatment performed
similarly over the first 20 days of treatment, slowing disease progression as
compared with the control group. After 20 days, the Protalex-treated mice
improved and approached baseline "healthy" level, whereas the mice treated with
the currently available RA treatment showed a resumption of joint inflammation
and tissue damage until sacrifice at day 35.

BXSB Mice - These animals are genetically-predisposed to autoimmune diseases,
and this model is used to evaluate drugs for RA,as well as Lupus, Crohn's
disease and other autoimmune diseases. This genetic model more closely
approximates the human condition in that it is complex, multi-factoral and
usually treated by multiple drug regimens. In these studies mice were treated
three times per week and sacrificed at regular intervals; their organs were
weighed and sectioned for histological analysis and their spleens were used for
immunological assays. Spleen enlargement (splenomegaly) was lower than the
controls at almost every point, demonstrating the ability of Protalex's drug to
delay the onset and severity of this disease indicator. Protalex's treatment
also reduced non-specific immunoglobulin production and specific auto-antibody
production and readjusted T and B cell number and function. All these effects
represent a whole animal change in this complex disease syndrome.

Pre-clinical safety studies have shown no adverse events:

Toxicological studies in New Zealand rabbits - Protalex's drug was injected
three times per week over fifteen weeks into a rabbit species selected for
comparability to humans in preparation for the FDA Phase I trials. All animals
survived to scheduled euthanasia. No significant clinical or injection site
reactions were observed. No toxicologically meaningful differences were observed
in body weight gain or food consumption, nor in hematology, clinical chemistry,
urinalysis or organ weight data. These study results are a crucial component of
Protalex's IND Application.


Markets

RA will be the first autoimmune disease targeted and is the primary and
immediate focus of the Company. RA was chosen as a target disease because it
represents a well-defined, rapidly growing market for which currently available
treatments are expensive and only marginally effective.

RA is a serious autoimmune disorder that causes the body's immune system to
mistakenly produce antibodies that attack the lining of the joints, resulting in
inflammation and pain. RA can lead to joint deformity or destruction, organ
damage, disability and premature death. More than 5 million people suffer from
RA worldwide. Pharmaceuticals for RA represent an $8 billion market with a
projected growth rate of 10% per year through the end of the decade.

Currently, no uniformly effective treatment for RA exists. Current treatments
are costly, and in most cases must be continued for decades. In contrast, the
Company believes that bioregulator therapy will be much more cost effective and
administered by weekly injections over the course of a few months.

The Company anticipates that its products will initially be used to treat
patients with severe cases of RA, and particularly those individuals for whom
other treatments have failed. Additionally, the Company believes that its
experience with this class of patients will prove the efficacy and safety of its
products, and will encourage the use of its products in less severely affected
individuals in earlier stages of the disease.

The second major goal is the development of synthetic analogs to the Company's
first pharmaceutical product. The characterization of the active component of
the Company's first product is underway and the synthetic chemistry project will
follow. This synthetic focus for the Company will provide more comprehensive
patent protection, as well as insight into future drugs.

The third goal of the Company is to pursue FDA approval to treat other
autoimmune diseases, where its drug's ability to decrease the inflammatory
response will abrogate the underlying disease processes. The BXSB animal model
is a generalized autoimmune model, so efficacy in pre-clinical trials shows
promise in treating other conditions. The Company is planning pre-clinical
studies in Lupus and Crohn's Disease during 2004 and 2005, upon completion of
significant milestones in the RA trials.

Competition

Because of the small treatment dosages and relatively simple production process,
Protalex's compound has a potential competitive advantage. Current RA treatments
are characterized by complex manufacturing methods, which have led to production
problems and have resulted in an average annual retail cost of $13,000 to
$30,000 per patient. A number of pharmaceutical agents are currently being used,
with varying degrees of success, to control the symptoms of RA and slow its
progress. Available treatment options include:

 * Analgesic/anti-inflammatory preparations, ranging from simple aspirin to the
   recently introduced COX-2 inhibitors;

 * Immunosuppressive/antineoplastic drugs, including azathioprine and
   methotrexate;

 * TNF (Tumor Necrosis Factor) inhibitors, currently represented by Immunex
   Corporation's Enbrel-Registered Trademark;

 * "Immunoadsorption Therapy", now in limited use in Europe and the United
States, entailing weekly sessions during which a patient's blood is separated
and passed through a molecular filter.

In all, at least a dozen large and small pharmaceutical companies are active in
this market, with Immunex Corporation and Johnson & Johnson, Inc. dominating the
market with their respective products, Enbrel-Registered Trademark and
Remicade-Registered Trademark. Abbot's Humira-Registered Trademark is a recent
entry into the RA market, with $150 million projected first year sales. Despite
intense media attention and enormous sales, the long-term efficacy of these
compounds remains to be evaluated.

Operations

The Company is currently executing a plan for FDA IND approval and inception of
human trials in 2004, broadening its intellectual property and developing the
corporate base for commercialization of its bioregulator products. The Company's
business and laboratory operations are located in a leased space in Albuquerque,
New Mexico. The Company contracts with Charles River Laboratories in the United
States and Eurogentec in Belgium to conduct animal trials and to manufacture its
drug for use in research and development (R&D) and clinical trials. The Company
plans to contract with the site management organization Rheumatology Research
International to run its clinical trials.

The Company's in-house research includes elucidating the mechanism of action,
characterizing the active subcomponent of its drug molecule, and developing
synthetic derivatives. Lab staff also is designing assays to screen derivative
compounds for activity, measure drug concentrations in the blood and measure
systemic effects to be used in evaluating clinical trial data.

Reverse Merger

In September 1999, Protalex acquired a majority of the issued and outstanding
shares of common stock of Enerdyne from Don Hanosh, pursuant to a Stock Purchase
Agreement between Protalex, Enerdyne and Mr. Hanosh. Under the Stock Purchase
Agreement, in consideration for Mr. Hanosh's shares of common stock, Protalex
executed a Promissory Note in the amount of $368,546.00 in favor of Mr. Hanosh,
which has been paid in full.

In November 1999, Protalex merged with and into Enerdyne pursuant to a Merger
Agreement and Plan of Reorganization (the "Merger Agreement"), and Enerdyne
changed its name to Protalex, Inc., thereby creating the Company. Under the
Merger Agreement, each share of Protalex common stock outstanding immediately
prior to the effective date of the merger was converted into 822 shares of the
Company's common stock. After the merger, Protalex's former shareholders held
approximately 92% of the shares of common stock of the Company, and Enerdyne's
former shareholders held approximately 8% of the shares of common stock of the
Company.

Business and Marketing Strategy

The Company has concluded four prior private placements of its common stock,
raising $3.4 million and carrying the Company through early research and
Pre-Clinical Trials. The current private placement, targeted to raise
approximately $12 million, is intended to carry the Company through Phase II
clinical trials. The Company believes this financing will close in September
2003.

The Company expects that, if it is granted all regulatory approvals, its
bioregulator products will be competitive throughout the global market. As its
target drug moves closer to the marketing stage, the Company intends to enter
into collaborative arrangements with larger strategic partners to market and
sell the Company's products in the United States and in foreign markets. The
Company expects that these partners will be responsible for funding or
reimbursing all or a portion of the costs of pre-clinical and clinical trials
required to obtain regulatory approval. In return for such payments, the Company
will grant these partners exclusive or semi-exclusive rights to market certain
of its products in particular geographical regions.

Government Regulation

The Company's ongoing research and development activities, and its future
manufacturing and marketing activities, are subject to extensive regulation by
numerous governmental authorities, both in the United States and in other
countries. In the United States, the FDA regulates the approval of the Company's
products under the authority of the Federal Food, Drug and Cosmetics Act.

In order to obtain FDA approval of the Company's drugs, extensive pre-clinical
and clinical tests must be conducted and a rigorous clearance process must be
completed. Final approval by the FDA for safety and efficacy may take several
years and require the expenditure of substantial resources.

The FDA approval process entails several steps. The Company has completed a
major preliminary step, pre-clinical trials, in which the Company demonstrated
the safety and efficacy of its products through in vitro and in vivo laboratory
animal testing.

Upon compilation of data from pre-clinical trials, and final formulation,
packaging and stability testing of the Company's drug, the Company will submit
an IND Application to the FDA before it can begin human clinical trials. The
purpose of the IND is to confirm pre-clinical research data.

Clinical studies are typically conducted in three sequential phases, although
these phases may overlap. In Phase I trials, a drug is tested for safety in one
or more doses in a small number of patients or volunteers. In Phase II trials,
efficacy and safety are tested in up to several hundred patients. Phase III
trials involve additional safety, dosage and efficacy testing in an expanded
patient population at multiple test sites.

The results of the pre-clinical and clinical trials are submitted to the FDA in
the form of a New Drug Application (NDA). The approval of an NDA may take
substantial time and effort. In addition, upon approval of an NDA, the FDA may
require post marketing testing and surveillance of the approved product, or
place other conditions on their approvals.

Sales of new drugs outside the United States are subject to foreign regulatory
requirements that differ from country to country. Foreign regulatory approval of
a product must generally be obtained before that product may be marketed in
those countries.

The Company has discussed, with the FDA, the final requirements for its IND
submission and initiation of human safety testing of the Company's RA
bio-regulator. These requirements include a short "bridging study" to correlate
the lots used in animal trials with the Company-manufactured product to be used
in human clinical trials. Upon anticipated IND approval in 2004, the Company
expects to begin human clinical trials of safety and efficacy in patients with
advanced and intractable RA. This full-scale study will be supervised by Dr.
Arthur Bankhurst, a renowned rheumatologist, and should be completed in
approximately two years. Dr. Bankhurst is a director and shareholder of the
Company. Once the trials are finished, an application for FDA authorization to
produce and market the product will be filed, with final approval estimated to
take an additional six months.

Patents, Trademarks, and Proprietary Technology

The Company's success will depend on its ability to maintain its trade secrets
and proprietary technology in the United States and in other countries, and to
obtain patents for its bioregulatory technology. The Company filed an initial
usage patent in April 2002. Laboratory work has begun to characterize
derivatives and develop synthetic analogs to its first drug, for which the
Company will pursue additional patents as appropriate.

The Company has completed a trademark search for the name "Protalex," and is
proceeding with filing on an "Intent To Use" basis with its patent and trademark
counsel, Pillsbury Winthrop, LLP.


Risks Related To The Company's Business

This 10KSB Statement Contains Forward-Looking Statements Which May Differ
From The Company's Actual Future Results. This 10KSB contains
forward-looking statements that involve substantial risks and uncertainties.
These statements are identified by forward-looking words such as "may," "will,"
"expect," "anticipate," "believe," "estimate," and "continue" or similar words.
Statements that contain these words should be read carefully because they
discuss the Company's future expectations, contain projections of the Company's
future results of operations or of the Company's financial condition, and state
other "forward-looking" information. The Company believes it is important to
communicate its expectations. However, there may be events in the future that
the Company is not able to accurately predict which the Company has no control.

The risk factors listed in this section, as well as any other cautionary
language appearing in this 10KSB, provide examples of risks,
uncertainties and events that may cause the Company's actual results to differ
materially from the expectations described in the Company's forward-looking
statements. The occurrence of the events described in these risk factors and
elsewhere in this 10KSB could have an adverse effect on the
Company's business, results of operations and financial condition.

The Company May Not Be Able To Continue As A Going Concern If It Does Not
Attract Investment Capital Or Generate Operating Revenue. The Company is a
development stage enterprise and does not have operating revenue, nor does it
anticipate generating operating revenue in the foreseeable future. The ability
of the Company to continue as a going concern is dependent initially on its
ability to raise sufficient investment capital to fund all necessary operations
and product development activities. Thereafter, in order to generate operating
revenue the Company must develop products that gain regulatory approval and
market acceptance. There can be no assurance that the Company will be able to
raise sufficient investment capital or successfully develop and market its
products.

The Company Has A History Of Losses Since Its Merger With Enerdyne, And Will
Continue To Incur Losses Until Its Sales Generate Sufficient Revenues. Since
Enerdyne Corporation's acquisition of Protalex, Inc. (which is more fully
described in "Corporate History"), the Company has incurred significant losses.
The Company expects to continue to incur net losses until sales of its
bioregulator products generate sufficient revenues to fund its continuing
operations.

The Company Is Uncertain Whether Its Bioregulator Products Can Be Developed
Successfully, And It May Have To Incur Additional Expenses If It Experiences
Problems In Development. The Company does not know whether bioregulator products
can be successfully developed for administration as human medications. The
Company's failure to demonstrate the safety and/or efficacy of its bioregulator
product, at the human trial stage, would necessitate potentially expensive and
time-consuming additional research.

The Company's Bioregulator Product Is Limited To A Single Disease, Which Means
The Company's Prospects May Be Limited If Its Product Does Not Successfully
Treat The Disease. The Company is focused on the treatment of one disease,
rheumatoid arthritis. If the results from the Company's animal studies and/or
the human clinical trials related to that disease are inconclusive or show
results no better than a substance with no medical effect, the Company would not
have a commercially viable product. In this case, a great deal of additional
research would be required, and it is unlikely that the Company would be able to
attract further capital.

The Company's Bioregulator Products May Not Be Accepted By The Medical
Community, Which Would Result In Poor Product Sales. The Company's bioregulator
product may be safe and effective for its intended use, but may not show
sufficient superiority to other treatments currently in use to gain a
significant share of the market. Additionally, the novelty of this form of
treatment or its mode of administration may make bioregulator therapy less
appealing than existing treatments to prescribing physicians or to their
patients. Inadequate medical acceptance would result in poor product sales and
decreased profitability, and could impair the Company's ability to continue to
operate.

The Company Is Uncertain Whether Its Existing Bioregulator Products Can Be
Extended To Treat Diseases Other Than Rheumatoid Arthritis. While the Company
will initially focus on the treatment of rheumatoid arthritis, its long-term
plans call for the extension of bioregulator therapy to other types of human
disease, such as cancer. The development of new bioregulator products (or
expanding the indications for existing products to the treatment of new
diseases) will be subject to many of the same hazards and risks discussed in
this "Risk Factors" section.

The Company Is Exposed To Significant Costs And Risks Related To The Regulatory
Approval Of Bioregulator Products, And Is At A Competitive Disadvantage Due To
Its Need To Complete The Regulatory Process. Before the Company's products can
be manufactured, marketed and sold to the public, the requirements of the FDA
and similar governmental agencies in foreign countries must be met. The approval
process typically entails considerable time and expense, and may delay marketing
of the Company's products for a considerable period. The Company cannot predict
when regulatory applications might be submitted, nor when final regulatory
approval will be obtained. Also, the FDA could approve only certain uses of the
Company's products or subject its products to additional testing or surveillance
programs. Failure to obtain timely FDA approval will require the Company to
spend more resources on additional applications, and would delay the generation
of income from sales of the Company's products. In addition, the FDA approval
process presents a competitive advantage to some of the Company's competitors
who have already received FDA approval for their products.

The Company May Not Be Able To Manufacture Its Bioregulator Products In
Commercial Quantities And May Have To Incur Significant Costs To Meet Its
Manufacturing Requirements. Currently, the Company does not possess the
facilities or equipment to manufacture its products. The Company intends to
contract with a third party or parties to manufacture its products for
commercial distribution. However, although production processes for the key
compounds are thoroughly documented, such third party or parties could encounter
problems manufacturing sufficient quantities of the Company's products for these
purposes. Therefore, the Company may have to make significant investments to
construct or lease facilities sufficient to meet its long-term manufacturing
requirements. See "Operations."

The Company May Not Be Able To Protect Or Maintain The Security Of Its Patents
Or Other Proprietary Information. The Company has filed for one patent, and
intends file additional patents and to prosecute and maintain patents for this
technology. Conceivably, the Company may be unsuccessful in obtaining additional
patents and in avoiding infringements of patents granted to others. Even if
patents are granted to the Company, the enforceability of patents issued to
biotechnology and pharmaceutical firms is often highly uncertain, and existing
law may not protect the Company's patents.

Without patent protection, it is unlikely that the Company could successfully
market its bioregulator products. Lacking a proprietary advantage, the Company
would be unable to prevent marketing of its bioregulator products by more
well-established competitors who would be able to dominate the market. In
addition, the Company could incur substantial costs in defending any patent
litigation brought against it or in asserting its patent rights in a suit
against another party. See "Patents, Trademarks and Proprietary Technology."

The Company relies on trade secrets, know-how and continuing technological
advancement to develop and maintain its competitive position. The Company
requires that each of its employees, consultants, and contract laboratories
enter into a confidentiality agreement that contains provisions prohibiting the
disclosure of confidential information to anyone outside the Company. However,
these confidentiality agreements may not be honored and the Company may be
unable to protect its rights to its unpatented trade secrets. Dissemination of
this proprietary information might allow others to develop bioregulator products
that would compete with those of the Company, diminishing the Company's sales
and market share.

The Company's Business Could Be Harmed By New Research Efforts and Product
Development By The Company's Competitors, Most of Whom Have Greater Resources
Than The Company. The Company is engaged in a sector of the economy
characterized by extensive research efforts and rapid technological development.
New drug discoveries are to be expected, including those directed at the disease
the Company has targeted. A number of the Company's competitors have
substantially more capital, research and development, regulatory, manufacturing,
marketing, human and other resources and experience than the Company. Such
competitors may develop products that are more effective or less costly than any
of the Company's current or future products and also may produce and market
their products more successfully than the Company. Large-scale successful
competition would reduce the Company's market share and profitability, and might
jeopardize the Company's ability to stay in business. See "Competition."

The Company Is Exposed To Significant Liability Associated With Its Bioregulator
Products, And May Not Be Able To Secure Insurance To Cover These Risks On
Acceptable Terms, If At All. While the Company believes that its bioregulator
product will be safe compared to other drugs, the Company still may incur
significant product liability exposure. When the Company develops a product
suitable for human administration, it intends to secure adequate product
liability coverage. However, insurers may not offer the Company product
liability insurance, may raise the price of such insurance or may limit the
coverage of such insurance. In addition, the Company may not be able to maintain
such insurance in the future on acceptable terms and such insurance may not
provide the Company with adequate coverage against potential liabilities either
for clinical trials or commercial sales. Successful product liability claims in
excess of the Company's insurance would affect the Company's ability to continue
to operate as a going concern.

The Company Is Dependent Upon Key Personnel For Its Growth.

The success of the Company's operations during the foreseeable future will
depend largely upon the continued services of the following individuals:
Mr. Steven Kane, the Company's President, and Dr. Dennis Vik, the Company's
Chief Scientist. The loss of the services of Mr. Kane or Dr. Vik could
have a material adverse impact on the Company. Dr. Vik has not entered into
employment agreements with the Company.


The Company's success will also depend in part on its ability to manage, attract
and retain qualified technical, management and sales personnel. Competition for
such personnel is intense. There can be no assurance that the Company will be
successful in attracting and retaining the personnel it required to conduct its
operations successfully. The Company's results of operations could be adversely
affected if the Company were unable to attract, manage and retain these
personnel or if its revenues fail to increase at a rate sufficient to absorb the
resulting increase in expenses.
See "Employees."

Recently Enacted And Proposed Changes In Securities Laws And Regulations Are
Likely To Increase Company Costs.

The Sarbanes-Oxley Act of 2002 that became law in July 2002 requires changes in
some of the Company's corporate governance, public disclosure and compliance
practices. The Act also requires the SEC to promulgate new rules on a variety of
subjects. The Company expect these developments to increase its legal and
financial compliance costs. These developments may make it more difficult and
more expensive to obtain director and officer liability insurance, and the
Company may be required to accept reduced coverage or incur substantially higher
costs to obtain coverage. These developments could make it more difficult to
attract and retain qualified members of Protalex's board of directors,
particularly to serve on the audit committee, and qualified executive officers.
The Company is presently evaluating and monitoring regulatory developments and
cannot estimate the timing or magnitude of additional costs.

The Company's Public Shares Are Illiquid And Their Price is Subject to Potential
Volatility.

The market price of the shares of the Company's common stock is highly volatile,
mainly due to the public market for the shares. Factors such as fluctuation the
Company's operating results, the introduction of new products or services by the
Company or its competitors, and general market conditions may also have a
significant effect on the market price of the Company's common stock.

The Company Needs Additional Funding.

The Company is dependent upon equity financing to fund research and development
and commercialization of the drug. The Company does not know if additional
financing will be available when needed, or if it is available, if it will be
available on acceptable terms. Insufficient funds may prevent the Company from
implementing its business strategy or may require the Company to delay, scale
back or eliminate certain components of its business plan.

Employees

The Company currently has six full-time employees. None of the Company's
employees are represented by an organized labor union. The Company believes its
relationship with its employees is very good and it has never experienced an
employee-related work stoppage. The Company will need to hire and retain
highly-qualified experienced technical, management and sales personnel in order
to execute its business plan, carry out product development and secure
advantages over its competitors. No assurances can be given that the Company
will be able to pay the higher salaries necessary to retain such skilled
employees.

ITEM 2 - DESCRIPTION OF PROPERTY

The Company's office and laboratory is located in a space at 717 Encino NE,
Suite 17, Albuquerque, New Mexico 87102. The Company leases this property
pursuant to a three-year lease agreement, which ends April 30, 2004, with an
option to purchase, at any time, the property for $70,000.

ITEM 3 - LEGAL PROCEEDINGS

The Company is not a party to any pending legal proceedings. The Company is not
aware of threatened legal proceedings to which any person, officer, affiliate of
Protalex or any owner of more than 5% of Protalex stock is an adverse party to
or has a material interest adverse to Protalex.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders in the fourth
quarter of the fiscal year ended May 31, 2003.

ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's common stock is traded on the Over-The-Counter Bulletin Board
under the symbol "PRTX".

The following table sets forth, for the fiscal periods indicated, the high and
low closing bid prices for the common stock of Protalex for the last two fiscal
years. The Company's fiscal year-end is May 31. The quotations are taken from
Internet quotation sources. The quotations may reflect inter-dealer prices,
without retail mark-up, markdown or commission and may not necessarily represent
actual transactions. Average daily volume was 1,043, and the annual average
closing price was $1.85 for the year ended May 31, 2003.

                             High  Low
                             ----  ---
  Fiscal Year 2002
    First Quarter            2.88  1.69
    Second Quarter           3.94  2.13
    Third Quarter            3.30  2.19
    Fourth Quarter           3.19  2.25

  Fiscal Year 2003
    First Quarter            2.85  1.17
    Second Quarter           1.91  1.21
    Third Quarter            3.05  1.35
    Fourth Quarter           3.25  1.22

At May 31, 2003 the Company had 12,247,450 shares of common stock outstanding,
which were held by 383  holders of record. The transfer agent for the
Company's common stock is Standard Registrar & Transfer Agency, PO Box 14411,
Albuquerque, NM 87111.

Dividend Policy. No dividends have been declared or paid to date on any capital
stock of the Company. The Company currently anticipates that it will retain all
future earnings for use in the operation and expansion of its business and does
not anticipate paying any cash dividends in the foreseeable future.

Recent Sales of Unregistered Securities.

In May 2000, the Company completed a private placement of 640,000 shares of its
common stock, at an offering price of $1.00 a share to various investors. In
this offering, the Company relied on Section 4(2) of the Securities Act of 1933,
as amended (the "Securities Act"), as an exemption to the registration
requirements of the Securities Act. Subscription agreements executed by each
investor attested to the fact they such investor was an accredited investor, as
such term is defined in Regulation D, promulgated under the Securities Act.

In November 2001, the Company sold 881,600 shares of unregistered common stock,
pursuant to Section 4(2) of the Securities Act, at $1.25 per share to various
investors. Each investor executed a subscription agreement, attesting to such
investor's accredited status.

On December 7, 2000, the Company issued 425,000 shares of its common stock to
various investors, pursuant to a private placement exempt under Section 4(2) of
the Securities Act. Each investor executed a subscription agreement confirming
its accredited status.

On November 26, 2001, the Company issued options to purchase up to 100,000
shares of restricted common stock of the Company, at an exercise prices of $1.50
a share, to William Hitchcock, a director of the Company, in exchange for his
services as a director of the Company. The options were issued pursuant to a
stand-alone Option Agreement and are fully vested. The options will expire on
November 26, 2011. The options were issued pursuant to the exemption set forth
in Section 4(2) of the Securities Act.

On June 1, 2002, the Company issued options to purchase up to 125,000 shares of
restricted common stock of the Company to Frederick Kuckuck, an employee of the
Company, at an exercise prices of $1.50 a share, in exchange for his services as
an employee of the Company. The options were issued pursuant to a stand-alone
Option Agreement and are fully vested. The options will expire on June 1, 2004.
The options were issued pursuant to the exemption set forth in Section 4(2) of
the Securities Act.

In July 2002, the Company offered 842,000 units, comprised of one share of
common stock and one warrant to purchase common stock, for $1.50 a unit. The
units were sold, in varying amounts, to various investors. Each investor
certified its accredited status in executed subscription agreements, upon which
the Company based its reliance on the exemption in Section 4(2) of the
Securities Act.

On July 18, 2002, the Company issued options to purchase up to 100,000 shares of
restricted common stock of the Company to Thomas Stagnaro, a director of the
Company, at an exercise prices of $1.50 a share, in exchange for his services as
a director of the Company. The options were issued pursuant to a stand-alone
Option Agreement and are fully vested. The options will expire July 18, 2012.
The options were issued pursuant to the exemption set forth in Section 4(2) of
the Securities Act.

On October 24, 2002, the Company issued options to purchase up to 100,000 shares
of restricted common stock of the Company to Thomas Stagnaro, a director of the
Company, at an exercise prices of $1.45 a share, in exchange for his services as
a consultant to the Company. The options were issued pursuant to a stand-alone
Option Agreement and are fully vested. The options will expire on October 24,
2012. The options were issued pursuant to the exemption set forth in Section
4(2) of the Securities Act.

On December 16, 2002, the Company issued options to purchase up to 10,000 shares
of restricted common stock of the Company to William Hitchcock, a director of
the Company, at an exercise prices of $1.70 a share, in exchange for his
services as a director of the Company. The options were issued pursuant to a
stand-alone Option Agreement and are fully vested. The options will expire on
December 16, 2012.

On December 16, 2002, the Company issued options to purchase up to 10,000 shares
of restricted common stock of the Company to Thomas Stagnaro, a director of the
Company, at an exercise prices of $1.70 a share, in exchange for his services as
a director of the Company. The options were issued pursuant to a stand-alone
Option Agreement and are fully vested. The options will expire on December 16,
2012.

On December 16, 2002, the Company issued options to purchase up to 10,000 shares
of restricted common stock of the Company to Arthur Bankhurst, a director of the
Company, at an exercise prices of $1.70 a share, in exchange for his services as
a director of the Company. The options were issued pursuant to a stand-alone
Option Agreement and are fully vested. The options will expire on December 16,
2012.

On December 16, 2002, the Company issued options to purchase up to 10,000 shares
of restricted common stock of the Company to Frank Dougherty, a director of the
Company, at an exercise prices of $1.70 a share, in exchange for his services as
a director of the Company. The options were issued pursuant to a stand-alone
Option Agreement and are fully vested. The options will expire on December 16,
2012.

On December 16, 2002, the Company issued options to purchase up to 10,000 shares
of restricted common stock of the Company to John Doherty, a director of the
Company, at an exercise prices of $1.70 a share, in exchange for his services as
a director of the Company. The options were issued pursuant to a stand-alone
Option Agreement and are fully vested. The options will expire on December 16,
2012.

On January 15 to May 15, 2003, the Company issued 41,670 shares of common stock
to its President, Steven Kane, in lieu of compensation.

On May 14, 2003, the Company issued common stock to Joe Dervan, an employee, as
compensation.


ITEM 6 - PROTALEX INC. - MANAGEMENT'S DISCUSSIONS AND ANALYSIS OR PLAN OF
OPERATION

Pre-clinical safety studies for Protalex's target drug were completed in May,
2003 with no significant clinical reactions and no toxicologically meaningful
differences between the test and control groups. These studies and the
pre-clinical efficacy studies concluded in 2002 lay the foundation for the
Investigational New Drug (IND) Application for treating Rheumatoid Arthritis
(RA) to be submitted to the FDA in fourth quarter of calendar year 2003.
IND-related activities include manufacturing Protalex's drug for Phase I and II
clinical trials, arranging for packaging and testing, designing clinical trial
protocols and designing an animal "bridging study" to compare the lots used in
animal trials with the Company-manufactured product to be used in human clinical
trials. These IND-related activites will occur during the next 12 months.

The Company is planning to raise an additional $10 to $12 million through a
private placement it intends to closing within the near future. This financing
will satisfy the Company's cash needs for the next 24 months. The proceeds of
this private placement will be used to fund FDA Phase I/II clinical trials,
execute a broader patent strategy and continue research into other autoimmune
disease indications.

After the July, 2002 Pre-IND meeting with the FDA, the Company had additional
discussions with the FDA to further define the steps necessary for progression
through Phase I and II clinical trials. Other ancillary projects arising out of
discussions with the FDA include in-house laboratory work regarding drug
formulation and stability and developing measures of immunogenicity. Protalex's
contract laboratory in Europe, Eurogentec, is scheduled to produce an early lot
of the Company's Drug for stability testing in third quarter of calendar year
2003, and a final lot to be released in first quarter of calendar year 2004, in
time for Phase I clinical trials.

In the area of intellectual property and derivative drug development, Protalex's
usage patent was filed in April, 2002, and the next generation of Protalex
compounds are currently being made and tested in our R&D program.

Staffing plans for the coming fiscal year include hiring a Director of Clinical
and Regulatory Affairs and a Laboratory Cell Technician in the first quarter of
calendar year 2004. Continued growth in staffing is anticipated in the Company's
business pan, and specialized staffing requirements in the areas of management,
scientific and FDA regulatory affairs will call for competitive salaries to
attract and retain qualified personnel.

The Company anticipates that it will need to purchase an auto-sampling tray for
the existing HPLC machine, at a cost of $30,000, and a fume hood for the
derivative protein project, at a cost of $15,000. These purchases will be made
in the first quarter of calendar year 2004.

Research and Development (R&D) costs decreased slightly from the previous year
from $918,022 to $909,246. Decreases in laboratory payroll costs were offset by
increased expenses to outside contract labs for pre-clinical trials. Monthly R&D
costs are anticipated to double in the coming fiscal year, driven by larger
payments to vendors and labs performing drug manufacture, FDA consultation and
clinical trial site management.

Administrative expenses increased over the prior year from $252,436 to $640,927
due to increased staffing and a shift in focus from conducting research to
pursuing the regulatory process. Additional expenses include directors and
officers insurance, costs associated with raising funds and additional
administrative personnel, including an administrative assistant and a full-time
Chief Financial Officer. The major factor in the increased administrative costs
is the use of stock-based compensation to attract and reward qualified
employees, consultants and board members.


ITEM 7 - FINANCIAL STATEMENTS


                              FINANCIAL STATEMENTS
                            AND REPORT OF INDEPENDENT
                          CERTIFIED PUBLIC ACCOUNTANTS

                                 PROTALEX, INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)

                                  May 31, 2003

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


The Board of Directors
Protalex, Inc.

We have audited the accompanying balance sheet of Protalex, Inc. (a New Mexico
Corporation in the development stage) as of May 31, 2003, and the related
statement of operations, stockholders' equity, and cash flows for the year 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 audit. The financial statements of Protalex, Inc. as of
May 31, 2002 and for the year then ended, including cumulative results of
operations, statement of stockholders' equity and cash flows from inception
(September 17, 1999) through May 31, 2002, were audited by other auditors whose
report dated August 15, 2002, except for Note I for which the date is July 17,
2003, expressed an unqualified opinion with an explanatory paragraph addressing
a substantial doubt about the Company's ability to continue as a going concern.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. 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 audit provides 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 Protalex, Inc. as of May 31,
2003, and the results of their operations and their cash flows for the year then
ended in conformity with accounting principles generally accepted in the United
States of America.

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

Grant Thornton LLP
Albuquerque, New Mexico
August 15, 2003




                                 Protalex, Inc.
                      (A Company in the Development Stage)

                                  BALANCE SHEET

                                  May 31, 2003


                                     ASSETS



CURRENT ASSETS
  Cash ..........................................    $   280,052
  Prepaid expense ...............................          6,872
                                                     -----------
Total current assets ............................                     $  286,924

EQUIPMENT
  Lab equipment .................................        248,706
  Office and computer equipment .................        134,387
  Furniture & fixtures ..........................         21,268
  Leasehold improvements ........................         10,685
                                                     -----------
                                                         415,046
  Less accumulated depreciation .................       (288,231)        126,815
                                                     -----------


OTHER ASSETS
   Intellectual technology property, net of
     accumulated amortization of $3,638..............                    $16,662
                                                                     -----------


                  Total Assets                                       $   430,401
                                                                     ===========

                                   LIABILITIES

CURRENT LIABILITIES
  Accounts payable ..............................    $    104,140
  Credit card payable............................          11,354
  Payroll and related liabilities ..............            8,816
  Interest payable ..............................              15
  Current maturities of capital lease and
    long-term liabilities .......................          21,341
                                                      -----------
         Total current liabilities ..............                    $   145,666

Capital lease obligation ........................                         41,165
                                                                     -----------
         Total liabilities ......................                        186,831

STOCKHOLDERS' DEFICIT
  Common stock, no par value,
    authorized 40,000,000 shares,
    12,247,950 shares issued and outstanding ....      3,758,315
  Common stock, contra ..........................       (368,547)
Additional paid in capital ....................         603,912
  Deficit accumulated during
    the development stage .......................     (3,750,110)        243,570
                                                      ----------     -----------


                                                                     $   430,401
                                                                     ===========

    The accompanying notes are an integral part of this financial statement.


                                 Protalex, Inc.
                      (A Company in the Development Stage)

                            STATEMENTS OF OPERATIONS

               For the years ended May 31, 2003 and 2002, and From
               Inception (September 17, 1999) through May 31, 2003


                                                                  From Inception
                                     Year Ended      Year Ended       Through
                                    May 31, 2003    May 31, 2002    May 31,2003
                                    ------------    ------------    ------------
Revenues ........................  $       --      $       --      $       --

Operating Expenses
  Research and development ......      (909,246)       (918,022)     (2,402,861)
  Administrative ................      (640,927)        (252,436)     (963,399)
  Professional fees .............       (71,548)        (91,289)       (277,216)
  Depreciation and amortization .       (41,167)        (17,393)        (76,364)
                                   ------------    ------------    ------------
          Operating Loss ........    (1,662,888)     (1,279,140)     (3,719,840)

Other income (expense)
  Interest income ...............         9,389           7,381          39,667
  Interest expense ..............        (2,572)         (8,706)        (60,918)
  Loss on disposal ..............        (9,019)           --            (9,019)
                                   ------------    ------------    ------------
          NET LOSS ..............  $ (1,665,090)  $  (1,280,465)   $ (3,750,110)
                                   ============    ============    ============

Weighted average number of common
  shares outstanding ............    12,197,325      11,105,140      10,925,124
                                   ============    ============    ============

Loss per common share ...........  $       (.14)   $       (.12)   $       (.34)
                                   ============    ============    ============

   The accompanying notes are an integral part of these financial statements.



<PAGE>



                                 Protalex, Inc.
                      (A Company in the Development Stage)

                       STATEMENTS OF STOCKHOLDERS' EQUITY

            From Inception (September 17, 1999) through May 31, 2003

<TABLE>
<CAPTION>
                                                                                                        Deficit
                                                                                                      Accumulated
                                                  Common Stock           Additional      Common         In The
                                            -------------------------     Paid in        Stock-       Development
                                               Shares       Amount        Capital        Contra          Stage          Total
                                            -----------   -----------    -----------   -----------    -----------    -----------
<S>                                         <C>           <C>            <C>           <C>            <C>            <C>
September 17, 1999 -- initial issuance
  of 10,000 shares for intellectual
  technology license at $.03 per share .        10,000    $       300    $      --     $      --      $      --      $       300

September 30, 1999 -- cost of public
  shell acquisition over net assets
  acquired to be accounted for as a
  recapitalization .....................          --             --             --        (250,000)          --         (250,000)

October 27, 1999 -- issuance of 84
  shares to individual for $25,000 .....            84         25,000           --            --             --           25,000

November 15, 1999 -- reverse merger
  transaction with Enerdyne
  Corporation, net transaction amounts .     8,972,463        118,547           --        (118,547)          --             --


November 18, 1999 -- February 7, 2000
  -- issuance of 459,444 shares to
  various investors at $0.36 per share .       459,444        165,400           --            --             --          165,400

January 1, 2000 -- issuance of 100,000
  shares in exchange for legal services        100,000         15,000           --            --             --           15,000

May 1 - 27, 2000 -- issuance of 640,000
  shares to various investors at $1.00
  per share ............................       640,000        640,000           --            --             --          640,000

May 27, 2000 -- issuance of 1,644 shares
  to individual in exchange for interest
  due ..................................         1,644          1,644           --            --             --            1,644


Net loss for the year ended May 31, 2000          --             --             --            --         (250,689)      (250,689)
                                           -----------    -----------    -----------   -----------    -----------    -----------
       Balance, May 31, 2000 ...........    10,183,635        965,891           --        (368,547)      (250,689)       346,655



December 7, 2000 -- issuance of 425,000
  shares to various investors at $1.00
  per share ............................       425,000        425,000           --            --             --          425,000



May 31, 2001 -- Forgiveness of debt owed
  to shareholder .......................          --             --           40,000          --             --           40,000


Net loss for the year ended May 31, 2001          --             --             --            --         (553,866)      (553,866)


                                           -----------    -----------    -----------   -----------    -----------    -----------
         Balance, May 31, 2001 .........    10,608,635      1,390,891         40,000      (368,547)      (804,555)
                                                                                                                         257,789


August 13, 2001 -- Contribution by
shareholders ...........................          --             --          143,569          --             --          143,569


November 7, 2001 -- issuance of 881,600
  Shares at $1.25 per share ............       881,600      1,102,000           --            --             --        1,102,000

November 26, 2001 -- options issued to
  board member .........................          --             --             --            --             --          133,000


Net loss for the year ended May 31, 2002          --             --             --            --       (1,280,465)    (1,280,465)
                                           -----------    -----------    -----------   -----------    -----------    -----------
         Balance, May 31, 2002 .........    11,490,235      2,492,891        316,569      (368,547)    (2,085,020)       355,893



July 5, 2002 -- issuance of 842,000
  at $1.50 per share ...................       842,000      1,263,000           --            --             --        1,263,000


July 1, 2002 - May 1, 2003 -- purchase
  of common stock from shareholder at
  $.70 per share .......................      (130,955)       (91,667)          --            --             --          (91,667)


January 15, 2003 - May 15, 2003 --
  common stock issued to Company
  president ............................        41,670         82,841           --            --             --           82,841

May 14, 2003 -- common stock issued to
  employee .............................         5,000         11,250           --            --             --           11,250

June 1, 2002 - May 31, 2003 -- options
  issued to board members and employees           --             --          287,343          --             --          287,343


Net loss for the year ended May 31, 2003          --             --             --            --       (1,665,090)    (1,665,090)

                                           -----------    -----------    -----------   -----------    -----------    -----------
       Balance, May 31, 2003 ...........    12,247,950    $ 3,758,315    $   603,912   $  (368,547)   $(3,750,110)   $   243,570
                                           ===========    ===========    ===========   ===========    ===========    ===========
</TABLE>
   The accompanying notes are an integral part of these financial statements.



                                 Protalex, Inc.
                      (A Company in the Development Stage)

                            STATEMENTS OF CASH FLOWS

          For the years ended May 31, 2003 and 2002, and From Inception
                    (September 17, 1999) through May 31, 2003
<TABLE>
<CAPTION>
                                                                                      From Inception
                                                          Year Ended    Year Ended       Through
                                                         May 31, 2003   May 31, 2002   May 31, 2003
                                                         -----------    -----------    -----------
<S>                                                      <C>            <C>            <C>
Cash flows from operating activities
  Net loss ...........................................   $(1,665,090)   $(1,280,465)   $(3,750,110)
  Adjustments to reconcile net loss to net
    cash provided by operating activities
         Loss on disposal of equipment ...............         9,019           --            9,019
      Depreciation and amortization ..................       108,641        111,102        305,266
      Non cash compensation expense ..................       381,434        133,000        514,434
         Non cash expenses ...........................          --             --           16,644
      Decrease (increase) in prepaid expense .........        (5,270)        15,539         (6,872)
      (Decrease) increase in payroll and
          related liabilities ........................         6,471        (20,229)         8,816
      (Decrease) increase in interest payable ........          (538)        (2,451)            15
      Increase in accounts payable and credit
       card payable ..................................        59,389         55,913        115,494
                                                         -----------    -----------    -----------

         Net cash used in operating activities .......    (1,105,944)      (987,591)    (2,787,294)
                                                         -----------    -----------    -----------

Cash flows from investing activities
  Acquisition of intellectual technology license
    - fee portion ....................................          --             --          (20,000)
  Acquisition of equipment ...........................       (15,236)       (38,116)      (290,881)
  Excess of amounts paid for Public Shell
    over assets acquired to be accounted for
    as a recapitalization ............................          --             --         (250,000)
  Proceeds from disposal of equipment ................         6,000           --            6,000
                                                         -----------    -----------    -----------

         Net cash used in investing activities .......        (9,236)       (38,116)      (554,881)
                                                         -----------    -----------    -----------

Cash flows from financing activities
  Proceeds from stock issuance .......................     1,263,000      1,102,000      3,620,401
  Principal payment on installment purchase payable ..       (37,968)      (170,249)      (232,905)
  Contribution by shareholders .......................          --          143,569        183,569
  Principal payment on note payable individual .......          --             --         (225,717)
  Issuance of note payable to individual .............          --             --          368,546
  Acquisition of common stock ........................       (91,667)          --          (91,667)
                                                         -----------    -----------    -----------

         Net cash provided by financing activities ...     1,133,365      1,075,320      3,622,227
                                                         -----------    -----------    -----------

NET INCREASE IN CASH .................................        18,185         49,613        280,052

Cash, beginning of period ............................       261,867        212,254           --
                                                         -----------    -----------    -----------

Cash, end of period ..................................   $   280,052    $   261,867    $   280,052
                                                         ===========    ===========    ===========
</TABLE>
   The accompanying notes are an integral part of these financial statements.




                                 Protalex, Inc.
                      (A Company in the Development Stage)

                       STATEMENT OF CASH FLOWS -CONTINUED

          For the years ended May 31, 2003 and 2002 and From Inception
                    (September 17, 1999) through May 31, 2003
<TABLE>
<CAPTION>
                                                                                            From Inception
                                                          Period Ended     Period Ended        Through
                                                          May 31, 2003     May 31, 2002      May 31, 2003
<S>                                                     <C>               <C>               <C>

Interest paid .......................................   $        2,558    $        28,407           57,707
                                                        ===============   ===============   ==============

Taxes paid ..........................................   $          --     $            50   $           50
                                                        ===============   ===============   ==============

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES


10,000 shares of company stock were
  issued as part of the cost of acquisition
  of the intellectual technology license
  at inception - value at $.03 per share ............   $          --     $          --     $          300
                                                        ===============   ===============   ==============
100,000 shares of company stock were
  issued in exchange for legal services
  performed .........................................   $          --     $          --     $       15,000
                                                        ===============   ===============   ==============
1,644 shares of company stock were
  issued in exchange for interest payable ...........   $          --     $          --     $        1,644
                                                        ===============   ===============   ==============
Lab equipment was acquired through
  issuance of installment contract to seller ........   $          --     $          --     $       91,430
                                                        ===============   ===============   ==============

Lab equipment was acquired
        through lease agreement with seller ........   $         61,151   $          --     $       61,151
                                                        ===============   ===============   ==============

46,670 shares of company stock were
     issued as compensation.........................   $         94,091   $          --     $       94,091
                                                        ===============   ===============   ==============
</TABLE>
   The accompanying notes are an integral part of these financial statements.





                                 Protalex, Inc.
                      (A Company in the Development Stage)

                          NOTES TO FINANCIAL STATEMENTS

            From Inception (September 17, 1999) through May 31, 2003


NOTE A - DESCRIPTION OF OPERATIONS AND DEVELOPMENT STAGE STATUS

Protalex, Inc. (the Company or Protalex) is a development stage enterprise
incorporated on September 17, 1999 and based in Albuquerque, New Mexico. The
Company was formed to take all necessary steps to fully develop and bring to
commercial realization certain bioregulator technology for the treatment of
human diseases. The Company has no operating revenue.

The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America,
which contemplate continuation of the Company as a going concern. The Company is
a development stage enterprise and does anticipate generating operating
revenue for the foreseeable future. The ability of the Company to
continue as a going concern is dependent initially on its ability
to raise sufficient investment capital to fund all necessary operations and
product development activities. In August, 2003, documents were issued to
initiate a Private Placement to raise $8,500,000. The placement is expected to
close in mid-September, 2003. Secondly, the Company must develop products that
are regulatory approved and market accepted to generate operating revenue.
There is no assurance that these plans will be realized in whole or in part.
The financial statements do not include any adjustments that might result from
the outcome of these uncertainties.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.  Estimates

    The preparation of financial statements in conformity with accounting
    principles generally accepted in the United States of America requires the
    Company to make estimates and assumptions affecting the reported amounts of
    assets, liabilities, revenues and expense, and the disclosure of contingent
    assets and liabilities. Estimated amounts could differ from actual results.

2.  Loss per Common Share

    Basic earnings per share includes no dilution and is computed by dividing
    loss to common shareholders by the weighted average number of common shares
    outstanding for the period. All potentially dilutive securities have been
    excluded from the computations since they would be antidilutive. However,
    these dilutive securities could potentially dilute earnings per share in the
    future. As of May 31, 2003, the Company had a total of 2,618,922 potentially
    dilutive securities.

3.  Stock Based Compensation

    The Company accounts for the options granted to employees using the
    "intrinsic value" method, pursuant to Accounting Principles Board Opinion
    no. 25, which records as compensation cost the difference between
    exercise price of the options and the fair market value of Company stock on
    the measurement (grant) date. Options to non-employees are accounted for
    using the "fair value" method, which recognizes the value of the option as
    an expense over the related service period with a corresponding increase to
    paid-in capital.

    Had the Company determined compensation expense based on the fair value at
    the measurement date for its stock options granted to employees under
    Statement of Financial Accounting Standards No. 123, the Company's net loss
    and loss per share would have increased to the proforma amounts indicated as
    follows:

                                                                  From Inception
                                      Year Ended    Year Ended       Through
                                        May 31,       May 31,        May 31,
                                         2003          2002           2003
                                     ----------     ----------     -----------

Net loss, as reported ..........   $(1,665,090)    $(1,280,465)     $(3,750,110)
Add: stock-based employee
     compensation expense
     included in reported
     net loss ..................       287,343         133,000          420,343
Deduct: Stock-based employee
        compensation expense
        determined under fair-
        value method for all
        awards .................      (817,233)       (231,219)      (1,048,452)
                                   -----------     -----------      -----------
Pro forma net loss .............   $(2,194,980)    $(1,378,684)     $(4,378,219)
                                   ===========     ===========      ===========

Loss per share, as reported ....   $      (.13)    $      (.11)     $      (.34)

Proforma loss per share ........   $      (.18)    $      (.13)     $      (.40)

    The fair value of the options are estimated on the date of the grant using
    the Black-Scholes option pricing model with the following assumptions:
    dividends of $0 per year; expected volatility of 90-131 percent; risk-free
    interest rate of 4.16-5.11 percent; and an expected life of three-five
    years.

4. Equipment, Depreciation and Amortization

Equipment is carried at cost. Depreciation has been provided by the Company in
order to amortize the cost of equipment over their estimated useful lives. The
Company uses the straight-line method for all classes of assets for book
purposes. The intellectual technology property is amortized over a 20-year
life on a straight-line basis. Depreciation and amortization expense is
$108,641, $111,102 and $305,266 for the year ended May 31, 2003, 2002 and from
inception through May 31, 2003, respectively. Depreciation included in research
and development expense totalled $67,474, $93,709 and $228,902 for the years
ended May 31, 2003 and 2002 and from inception to May 31, 2003, respectively.


5. Income Taxes

Income taxes are recognized using enacted tax rates, and are composed of taxes
on financial accounting income that is adjusted for the requirement of current
tax law and deferred taxes. Deferred taxes are the expected future tax
consequences of temporary differences between the financial statement carrying
amounts and tax bases of existing assets and liabilities. The Company does not
expect to have current income taxes payable or deferred tax balances for the
foreseeable future.

6. Other Comprehensive Income

From September 17, 1999 (inception) through May 31, 2003, the Company had no
changes in equity which constitute components of other comprehensive income.

7. Research and Development - Research and development costs are expensed as
incurred.

8. Fair Value of Financial Instruments - The fair value of the Company's
financial instruments, principally cash and debt, approximates their carrying
value.

9. Recent Accounting Pronouncements

In June 2002, the FASB issued Statement 146, ACCOUNTING FOR COSTS ASSOCIATED
WITH EXIT OR DISPOSAL ACTIVITIES. This statement requires entities to recognize
costs associated with exit or disposal activities when liabilities are incurred
rather than when the entity commits to an exit or disposal plan, as currently
required. Examples of costs covered by this guidance include one-time employee
termination benefits, costs to terminate contracts other than capital leases,
costs to consolidate facilities or relocate employees, and certain other exit or
disposal activities. This statement is effective for fiscal years beginning
after December 31, 2002, but early adoption is encouraged. The Company has
elected to early adopt this statement for the year ended May 31, 2003. The
Company does not anticipate that adoption of this statement will have material
effect on its financial or results of operations.

In December 2002, the FASB issued Statement 148 (SFAS 148), ACCOUNTING FOR
STOCK-BASED COMPENSATION -- TRANSITION AND DISCLOSURE: AN AMENDMENT OF FASB
STATEMENT 123 (SFAS 123), to provide alternative transition methods for a
voluntary change to the fair value based method of accounting for stock-based
employee compensation. In addition, SFAS 148 amends the disclosure requirements
of SFAS 123 to require prominent disclosures in annual financial statements
about the method of accounting for stock-based employee compensation and the pro
forma effect on reported results of applying the fair value based method for
entities that use the intrinsic value method of accounting. The pro forma effect
disclosures are also required to be prominently disclosed in interim period
financial statements. This statement is effective for financial statements for
fiscal years ending after December 15, 2002 and is effective for financial
reports containing condensed financial statements for interim periods beginning
after December 15, 2002, with earlier application permitted. The Company does
not plan a change to the fair value based method of accounting for stock-based
employee compensation and has included the disclosure requirements of SFAS 148
in these notes to financial statements.

In November 2002, FASB Interpretation 45, GUARANTOR'S ACCOUNTING AND DISCLOSURE
REQUIREMENTS FOR GUARANTEES, INCLUDING INDIRECT GUARANTEES OF INDEBTEDNESS OF
OTHERS (FIN 45), was issued. FIN 45 requires a guarantor entity, at the
inception of a guarantee covered by the measurement provisions of the
interpretation, to record a liability for the fair value of the obligation
undertaken in issuing the guarantee. A company previously did not record a
liability when guaranteeing obligations unless it became probable that the
Company would have to perform under the guarantee. FIN 45 applies prospectively
to guarantees the Company issues or modifies subsequent to December 31, 2002,
but has certain disclosure requirements effective for interim and annual periods
ending after December 15, 2002. The Company has historically not issued
guarantees and does not anticipate FIN 45 will have a material effect on its
financial statements.

In January 2003, the FASB issued FASB Interpretation 46 (FIN 46), CONSOLIDATION
OF VARIABLE INTEREST ENTITIES. FIN 46 clarifies the application of Accounting
Research Bulletin 51, CONSOLIDATED FINANCIAL STATEMENTS, for certain entities
that do not have sufficient equity at risk for the entity to finance its
activities without additional subordinated financial support from other parties
or in which equity investors do not have the characteristics of a controlling
financial interest ("variable interest entities"). Variable interest entities
within the scope of FIN 46 will be required to be consolidated by their primary
beneficiary. The primary beneficiary of a variable interest entity is determined
to be the party that absorbs a majority of the entity's expected losses,
receives a majority of its expected returns, or both. FIN 46 applies immediately
to variable interest entities created after January 31, 2003, and to variable
interest entities in which an enterprise obtains an interest after that date. It
applies in the first fiscal year or interim period beginning after June 15,
2003, to variable interest entities in which an enterprise holds a variable
interest that it acquired before February 1, 2003. The Company is in the process
of determining what impact, if any, the adoption of the provisions of FIN 46
will have upon its financial condition or results of operations.


NOTE C - REVERSE MERGER

On November 15, 1999, Enerdyne Corporation ( Enerdyne or Public Shell) acquired
all of the outstanding common stock of Protalex, Inc. (Protalex) in exchange for
the issuance of additional shares of Enerdyne stock. The ratio of exchange was
822 shares of Enerdyne stock issued for each share of Protalex stock received.
For accounting purposes, the acquisition has been treated as an acquisition of
Enerdyne by Protalex and as a recapitalization of Protalex (Reverse Merger). The
historical financial statement of operations presented herein include only those
of the accounting acquirer and that the retained earnings (deficit) of only the
accounting acquirer carries over consistent with the requirements of reverse
merger accounting. Concurrently with the share exchange, Enerdyne changed its
name to Protalex, Inc.

The details of the reverse merger transaction are as follows:
<TABLE>
<CAPTION>
                                                                                            Balance Sheet
                                     Protalex,          Enerdyne         Transaction         at November
Account Description                    Inc.            Corporation       Adjustments          16, 1999
---------------------------         ----------         ----------        ----------          ----------
<S>                                 <C>                <C>               <C>                 <C>
Cash                                $   23,531         $     -           $     -             $   23,531
Note receivable shareholder               -               118,547              -                118,547
License                                 20,300               -                 -                 20,300
Investment in Enerdyne                 368,547               -             (368,547)               -
Other current assets                     8,212               -                 -                  8,212
Other current liabilities              (17,555)              -                 -                (17,555)
Accounts payable Alex                  (40,000)              -                 -                (40,000)
Note payable                          (368,546)              -                 -               (368,546)
Common stock                           (25,300)          (833,459)          714,912            (143,847)
Additional paid in capital                -            (1,105,014)        1,105,014                -
Treasury stock                            -               430,424          (430,424)               -
Accumulated deficit                     30,811          1,389,502        (1,389,502)             30,811
Common stock - contra                     -                  -              368,547             368,547
                                    ----------         ----------        ----------          ----------

                                    $     -            $     -           $    -              $    -
                                    ==========         ==========        ==========          ==========
</TABLE>

Additional information in connection with stock amounts and number of shares
issued is as follows:

<TABLE>
<CAPTION>
                               Protalex, Inc.              Enerdyne Corporation
                          -----------------------  --------------------------------------
                                                                          Shares
                                                                  -----------------------
Account Description        Shares        Amount    Outstanding     Treasury      Amount
-------------------      ----------    ----------   ----------    ----------   ----------
<S>                      <C>           <C>          <C>           <C>          <C>
Common stock .........       10,084    $   25,300    1,578,907       238,500   $  833,459
822 to 1 stock
  recapitalization ...      (10,084)         --      8,289,048          --           --
Cancellation of shares
  formerly held by
  Protalex in Enerdyne         --            --       (885,408)         --           --
Increase to record net
  assets of Enerdyne .         --         118,547         --            --           --
Cancellation of common
  stock amounts for
  Enerdyne ...........         --            --           --            --       (833,459)
Name change to
  Protalex, Inc. .....         --            --           --            --           --
                         ----------    ----------   ----------    ----------   ----------

                               --      $  143,847    8,982,547       238,500   $     --
                         ==========    ==========   ==========    ==========   ==========
</TABLE>


NOTE D - INTELLECTUAL TECHNOLOGY PROPERTY

The Company's intellectual technology property was originally licensed from a
former related party. This intellectual technology property was then assigned
to the Company upon the dissolution of the related party. The cost of the
intellectual technology property is being amortized over a 20-year period.
The intellectual technology property is reported net of accumulated amortization
of $3,638. The Company reviews the intellectual property for impairment on at
least an annual basis in accordance with SFAS No. 142 "Goodwill and Other
Intangible Assets".


NOTE E - INCOME TAXES


     No provision for federal or state income tax expense has been recorded due
     to the Company's losses. Total income tax benefit differs from the amounts
     computed by applying the statutory tax rate to loss before income taxes.

                                                    May 31, 2003    May 31, 2002
                                                    ------------    -----------
     Expected benefit at the US
       statutory rate of 34%                         $ 566,130       $ 512,186

     Valuation allowance                              (566,130)       (512,186)
                                                     ---------       ---------

     Actual tax benefit                              $    -          $    -
                                                     ---------       ---------



     For the year ended May 31, 2003, the components of income tax (benefit)
     expense consist of the following:


     Current:
       Federal                                       $    -          $    -
       State                                              -               -
                                                     ---------       ---------
                                                          -               -
                                                     ---------       ---------
     Deferred:
       Federal                                         618,000         748,000
       State                                           109,000         132,000
       Valuation allowance                            (727,000)       (880,000)
                                                     ---------       ---------
                                                          -               -
                                                     ---------       ---------
         Income tax benefit                          $    -          $    -
                                                     =========       =========


     Deferred taxes result from temporary differences in the recognition of
     income and expense for tax and financial reporting purposes. The components
     of the net deferred tax asset as of May 31, 2003 are as follows:


     Assets:
       Net operating losses                         $1,459,000      $  834,000
       Vacation accrual                                  3,000           3,000
       Warrants and options                            169,000          54,000
                                                    ----------      ----------
           Deferred tax assets                       1,631,000         891,000
                                                    ----------      ----------

     Liability:
       Equipment                                       (24,000)        (11,000)
                                                    ----------      ----------
     Net deferred tax asset                          1,607,000         880,000
       Less valuation allowance                     (1,607,000)       (880,000)
                                                    ----------      ----------
           Deferred tax asset,
             net of valuation allowance             $     -         $     -
                                                    ----------      ----------


              The net deferred taxes have been fully offset by a valuation
              allowance since the Company cannot currently conclude that it is
              more likely than not that the benefits will be realized. The net
              operating loss carryforward for income tax purposes of
              approximately $1,500,000 expires beginning in 2014 through 2018.
              Internal Revenue Code Section 382 places a limitation on the
              amount of taxable income that can be offset by carryforwards after
              a change in control (generally greater than a 50% change in
              ownership). As a result of these provisions, utilization of the
              NOL and tax credit carryforwards may be limited.

NOTE F - RELATED PARTIES

On August 13, 2001, a stockholder group contributed funds that allowed the
Company to pay off its remaining balance due to an individual incurred in the
Company's reverse merger transaction. No shares or notes payable to stockholder
were issued in the transaction. The Company recorded additional paid-in-capital
in the amount of $143,569 to reflect the funds contributed to retire the debt.

NOTE G - CAPITAL LEASE AND EQUIPMENT NOTE PAYABLE

     Protalex leases certain equipment under a capital lease. As of May 31,
     2003, the recorded amount of assets and related accumulated depreciation
     leased under capital leases totaled $61,151 and $0 respectively.

     Future minimum lease payments and the related present value of the future
     obligation under the capital lease at May 31, 2003 are as follows:

     2004                                                    $ 22,620
     2005                                                      22,620
     2006                                                      20,735
                                                             --------
     Total minimum obligations                                 65,975
     Interest                                                  (6,455)
                                                             --------
     Present value of minimum capital lease obligations        59,520
     Current portion                                          (18,355)
                                                             --------

     Long-term capital lease obligations                     $ 41,165
                                                             ========

     In addition to the capital lease obligation as of May 31, 2003, the Company
     owes $2,986 in connection with a note payable on equipment. This note has
     been paid in full subsequent to May 31, 2003.


NOTE H - STOCK OPTIONS

All options issued are "stand alone" options. There is no currently Company
stock option plan currently. The Company accounted for the options to employees
using the "intrinsic" method which records as compensation cost the difference
between exercise price of the options and the fair market value of Company stock
on the measurement (grant) date. Options to non-employees are accounted for
using the "fair value" method, which recognizes the value of the option as an
expense over the vesting period of the option with a corresponding increase to
paid-in capital in accordance with SFAS No. 123.


                                 Protalex, Inc.
                      (A Company in the Development Stage)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

          From Inception (September 17, 1999) through May 31, 2003


A summary of the common stock option activity for employees, directors and
officers is as follows:

                                                        Weighted
                                                         Average
                                                        Exercise
                                           Options       Prices      Exercisable
                                          ---------     ---------     ---------
Balance, September 17, 1999 ...........        --       $    --            --

Granted, April 28, 2000 ...............      40,000         0.36         40,000
                                          ---------                   ---------
Balance, May 31, 2001 .................      40,000         0.36         40,000

Granted, November 26, 2001 ............     100,000         1.25        100,000
Expired, April 28, 2002 ...............     (40,000)         .36        (40,000)
                                          ---------                   ---------
Balance, May 31, 2002 .................     100,000     $   1.25        100,000

Granted, July 18, 2002 ................     233,680     $   1.50        233,680

Granted, June 1, 2002 .................     125,000     $   1.50        125,000

Granted, October 24, 2002 .............     100,000     $   1.45        100,000

Granted, December 16, 2002 ............     913,242     $   1.51         50,000

Granted, April 1, 2002.................      40,000     $   1.50           --

Granted, March 15, 2003................     130,000     $   1.50           --
                                          ---------                   ---------
                                          1,641,922                     608,680
                                          ---------                   ---------

The following summarizes certain information regarding stock options at May 31,
2003:
<TABLE>
<CAPTION>
                                    Total                                               Exercisable
                --------------------------------------------------    -------------------------------------------------
Exercise Price             Weighted Average    Weighted Average                    Weighted Average    Weighted Average
    Range         Number    Exercise Price    Remaining Life (yrs)      Number      Exercise Price      Remaining Life
------------    ---------  ----------------   --------------------    ---------    ----------------    ----------------
<S>             <C>             <C>                  <C>              <C>                <C>                <C>
$1.25 - 1.45      200,000       $1.35                8.95               200,000          $1.35              8.95

$1.50 - 1.70    1,441,922       $1.51                8.67               408,680          $1.52              6.70
                ---------                                             ---------
                1,641,922                                               608,680
</TABLE>


NOTE I - DESCRIPTION OF LEASING ARRANGEMENTS

The Company leases its laboratory and office space under a noncancellable
operating lease. The lease term is for 36 months and 4 days, from April 27, 2001
through April 30, 2004. While the agreement provides for minimum lease payments,
the lease is non-renewable. The lease contains an option to purchase at any
time during the lease period for $70,000. Minimum lease payments
under this lease total $15,532 for the year ending May 31, 2004.

NOTE J - SUBSEQUENT EVENTS

In July, 2003, the Board elected Kirk Raab to the Board and appointed him
Chairman. Mr. Raab will be compensated at a rate of $150,000 per year, or may
elect to take some or all of his compensation in the form of stock options at
a first year strike price of $1.50. As an inducement for accepting the position
as a director and Chairman, Mr. Raab will be issued stock options in the amount
3.5% of the issued and outstanding shares after the completion of the
September 2003 Private Placement.

In August, 2003, the Board voted to issue 100,000 stock options to Steven Kane
as a performance bonus for his work done to date. The options vest immediately,
have a life of 10 years and have a strike price of $1.50.

On August 22, 2003, the Company entered into a stock redemption agreement with
former Chief Scientist Paul Mann and three family members to redeem all of their
outstanding 2,994,803 shares of stock for a total of $300,000.

In a separate agreement, Paul Mann agreed to execute patent assignments and
other necessary applications for foreign patents related to the U.S. Patent
filed in April, 2002.


In August 2003, an officer and a board member loaned the Company a total of
$100,000. The two loans, each for $50,000, bear interest at 5% per annum, are
unsecured and are payable on demand.

In August, 2003, documents were issued to initiate a Private Placement to
raise $8,500,000. The placement is expected to close in mid-September, 2003.


ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

On February 24, 2003, the Company's prior principal independent accountant,
Atkinson & Co. resigned. Atkinson & Company completed the audit of the Company's
May 31, 2001 and the May 31, 2002 year end financial statements. Their audit
opinion on those final statements, dated August 11, 2001 and August 15, 2002,
respectively, included an explaining paragraph regarding the Company's ability
to continue as a going concern. Otherwise, the audit reports of Atkinson &
Company on the Registrant's financial statements for the fiscal year ended May
31st, 2001 and 2002 did not contain any adverse opinion or disclaimer of
opinion, nor were they modified as to audit scope or accounting principles. The
Company had no disagreements with its prior accountants. The Company's audit
committee has approved Atkinson & Co.'s decision to resign and the engagement of
Grant Thornton LLP on February 24, 2003.

ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The information required as to this Item is incorporated herein by reference
from the data under the caption "Information Concerning Nominees and Continuing
Directors" and "Executive Officers" in the Proxy Statement to be used in
connection with the solicitation of proxies to be voted at our Annual Meeting of
Stockholders.

ITEM 10 - EXECUTIVE COMPENSATION

The information required as to this Item is incorporated herein by reference
from the data under the captions "Executive Compensation and Other Information,"
"Report on Executive Compensation and Employment Agreements" in the Proxy
Statement to be used in connection with the solicitation of proxies to be voted
at our Annual Meeting of Stockholders.

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required as to this Item is incorporated herein by reference
from the data under the caption "Security Ownership of Certain Beneficial Owners
and Management" in the Proxy Statement to be used in connection with the
solicitation of proxies to be voted at our Annual Meeting of Stockholders.

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required as to this Item is incorporated herein by reference
from the data under the caption "Certain Relationships and Related Transactions"
in the Proxy Statement to be used in connection with the solicitation of proxies
to be voted at our Annual Meeting of Stockholders.

ITEM 13 - INDEX TO EXHIBITS

2.1     Stock Purchase Agreement among          Incorporated by reference, to
        Protalex, Inc., Don Hanosh and          the Company's 10-SB filing
        Enerdyne Corporation                    December 3, 1999

2.2     Merger Agreement and Plan of            Incorporated by reference, to
        Re-organization between Protalex,       the Company's 10-SB filing
        Inc. and Enerdyne Corporation           December 3, 1999

3.1     Articles of Incorporation               Incorporated by reference, to
        of the Company, as amended              the Company's 10-SB filing
                                                December 3, 1999

3.2     Bylaws of the Company

10.1    Employment Agreement of Steven Kane

10.2    Continuing and Unconditional            Incorporated by reference, to
        Guaranty executed  by                   the Company's 10-SB filing
        John E. Doherty                         December 3, 1999

10.3    Continuing and Unconditional            Incorporated by reference, to
        Guaranty executed  by                   the Company's 10-SB filing
        James K. Strattman                      December 3, 1999

10.4    Form of Confidential Disclosure         Incorporated by reference, to
        Agreement                               the Company's 10-SB filing
                                                December 3, 1999

10.5    Laboratory Lease Agreement

10.6    Option Agreements

10.7    Contracts and employment agreements

99.1    Certifications                          Attached

Reports on Form 8-K.

A report on Form 8-K was filed on February 24, 2003 which detailed a change in
the Company's certifying accountant.

ITEM 14 - CONTROLS AND PROCEDURES

Within the 90 days prior to the date of this report, Protalex carried out an
evaluation, under the supervision and with the participation of our management,
including our President and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures
pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the President
and Chief Financial Officer concluded that the Company's disclosure controls and
procedures are effective in timely alerting them to material information
required to be included in our periodic filings with the Securities and Exchange
Commission. There have been no significant changes in our internal controls or
in other factors that could significantly affect these controls subsequent to
the date of the previously mentioned evaluation.

ITEM 15 - (RESERVED)

ITEM 16 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required as to this Item is incorporated herein by reference
from the data under the captions "Audit Fees," "Audit-Related Fees," "Tax Fees"
and "All Other Fees" in the Proxy Statement to be used in connection with the
solicitation of proxies to be voted at our Annual Meeting of Stockholders.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



Date: August 29, 2002                            PROTALEX, INC.

                                                 By: Steven H. Kane
                                                     --------------------------
                                                     Steven H. Kane, President



         SIGNATURE                    TITLE                     DATE
         ---------                    -----                     ----


  Steven H. Kane               President and Director        August 29, 2002
  ---------------
  Steven H. Kane


  Frank M. Dougherty           Secretary and Director        August 29, 2002
  ------------------
  Frank M. Dougherty


  William Hitchcock            Chairman and Director         August 29, 2002
  -----------------
  William Hitchcock


  Donald Dean                  Chief Financial Officer       August 29, 2002
  -----------
  Donald Dean


  Arthur D. Bankhurst          Chief Clinical Officer        August 29, 2002
  ------------------------     and Director
  Arthur D. Bankhurst, M.D.


  Thomas Stagnaro              Director                      August 29, 2002
  ---------------
  Thomas Stagnaro