United States
                       Securities and Exchange Commission

                             Washington, D.C. 20549

                                   FORM 40-F

      [ ]  Registration  Statement  pursuant  to  section  12 of the  Securities
Exchange Act of 1934


      [X] Annual report  pursuant to section 13(a) or 15(d) of the  Securities
Exchange Act of 1934

For the fiscal year ended November 30, 2005     Commission File Number: 0-29350

                                  VASOGEN INC.
             (Exact name of Registrant as specified in its charter)

                                     CANADA
        (Province or other jurisdiction of incorporation or organization)

                                      3841
            (Primary Standard Industrial Classification Code Numbers)

                                 Not Applicable
                     (I.R.S. Employer Identification Number
                                (if applicable))

             2505 Meadowvale Boulevard, Mississauga, Ontario L5N 5S2
                            Telephone: (905) 817-2000
   (Address and telephone number of Registrant's principal executive offices)

         CT Corporation System, 111 8th Avenue, New York, New York 10011
                                 (212) 590-9200

 (Name, address (including zip code) and telephone number (including area code)
                   of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act:
                           Title of Each Class: None

Securities  registered or to be registered pursuant to Section 12(g) of the Act:

Title of Each Class:                 Name of each exchange on which registered:
Common Shares, no par value          Nasdaq National Market

Securities for which there is a reporting  obligation  pursuant to Section 15(d)
of the Act: None

For annual reports, indicate by check mark the information filed with this Form:

           [X] Annual information form   [X] Audited annual financial statements

   Number of outstanding shares of each of the issuer's classes of capital or
    common stock as of the close of the period covered by the annual report.
          82,255,374 Common Shares outstanding as of November 30, 2005

<PAGE>

Indicate by check mark whether the Registrant is furnishing the information
contained in this Form to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934 (the "Exchange Act"). If "Yes" is marked,
indicate the filing number assigned to the Registrant in connection with such
Rule.

                Yes [ ]                  No [X]

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 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 [ ]

Exhibits 1, 2 and 3 to the Annual Report on Form 40-F shall be incorporated by
reference into, or as an exhibit to, as applicable, the registrant's
Registration Statement on Form F-10 (File No. 333-130578) under the Securities
Act of 1933, as amended.


<PAGE>

Principal Documents
-------------------

The following documents have been filed as part of this Annual Report on Form
40-F:

A.    Annual Information Form

Annual Information Form for Vasogen Inc. (the "Company" or "Vasogen") for 2005.

B.    Audited Annual Financial Statements

The consolidated balance sheets of Vasogen as at November 30, 2005 and 2004, and
the related consolidated statements of operations and deficit and cash flows for
each of the years in the  three-year  period ended November 30, 2005 and for the
period from  December 1, 1987 to November 30, 2005,  together with the auditors'
report  thereon dated February 13, 2006, and the Comments by Auditors for United
States Readers on Canada-United  States Reporting  Difference dated February 13,
2006. (Note 18 to the Consolidated  Financial  Statements discloses the material
differences  between  Canadian and United States Generally  Accepted  Accounting
Principles).

C.    Management's Discussion and Analysis

Management's Discussion and Analysis for the year ended November 30, 2005.

Controls and Procedures
-----------------------

As of the end of the period  covered  by this  annual  report on Form  40-F,  an
evaluation  of the  effectiveness  of the  Company's  "disclosure  controls  and
procedures" (as such term is defined in Rules 13(a)-14(c) and 15(d)-14(c) of the
United States Securities  Exchange Act of 1934, as amended (the "Exchange Act"))
was carried  out by the  Company's  Chief  Executive  Officer  ("CEO") and Chief
Financial  Officer  ("CFO").  Based  on that  evaluation,  the CEO and CFO  have
concluded that as of such date the Company's  disclosure controls and procedures
are effective to ensure that information required to be disclosed by the Company
in  reports  that it  files or  submits  under  the  Exchange  Act is  recorded,
processed,  summarized and reported within the time periods  specified in United
States Securities and Exchange Commission rules and forms.

During the fiscal year ended  November  30,  2005,  there were no changes in the
Company's  internal  control  over  financial  reporting  that  have  materially
affected,  or are reasonably likely to materially affect, the Company's internal
control over financial reporting.

Audit Committee
---------------

A.    Identification of Audit Committee

The following  persons  comprise the Audit  Committee:  William R. Grant,  Andre
Berard, Benoit La Salle, and Ronald Cresswell.

B.    Audit Committee Financial Expert

Please  see  paragraph  6 under the  "Audit  Committee"  section  heading of the
Company's Annual Information Form, which is incorporated herein by reference.

C.    Independence of Audit Committee Members

The Board of Directors has  determined  that all members of the Audit  Committee
are independent, as that term is defined in the listing standards of Nasdaq.

<PAGE>

Notices Pursuant to Regulation BTR
----------------------------------

None.

Code of Ethics
--------------

Please  see the  section  titled  "Codes of  Conduct"  in the  Company's  Annual
Information Form, which is incorporated herein by reference.

Principal Accountant Fees and Services
--------------------------------------

Please see the section  titled  "Interests of Experts" in the  Company's  Annual
Information Form, incorporated herein by reference.

Audit Committee Approval

The Company's audit committee  pre-approves  every engagement by Vasogen of KPMG
LLP to render audit or non-audit  services.  All of the services described above
were approved by the Audit Committee.

For further information  regarding  procedures and policies for the pre-approval
of non-audit services please see paragraph 7 under the "Audit Committee" section
heading  of the  Company's  Annual  Information  Form,  incorporated  herein  by
reference.

Off-balance Sheet Arrangements
------------------------------

The Company has no  off-balance  arrangements  required to be  disclosed in this
annual report on Form 40-F.

Contractual Obligations
-----------------------

Please see the  "Off-Balance  Sheet  Arrangements  and Contractual  Obligations"
section of the Company's  Management's  Discussion  and  Analysis,  incorporated
herein by reference.

Certain  Material United States Federal Income Tax Consequences to United States
--------------------------------------------------------------------------------
Shareholders
------------

The following summary is based on the advice of Paul, Weiss, Rifkind,  Wharton &
Garrison LLP and describes certain United States federal income tax consequences
of the  ownership  and  disposition  of our  common  shares  that are  generally
applicable  to a United  States  person that holds our common  shares as capital
assets (a "US  Holder")  within  the  meaning of  Section  1221 of the  Internal
Revenue Code of 1986, as amended (the "Code"). The following discussion does not
purport to be a complete  analysis of all of the potential United States federal
income tax  considerations  that may be  relevant to  particular  holders of our
common shares in light of their particular  circumstances  nor does it deal with
persons  that are  subject to special  tax rules,  such as  brokers,  dealers in
securities  or  currencies,   financial   institutions,   insurance   companies,
tax-exempt  organizations,  persons liable for alternative  minimum tax, persons
holding our common shares as part of a straddle, hedge or conversion transaction
or as part of a synthetic security or other integrated  transaction,  traders in
securities  that elect to use a  mark-to-market  method of accounting  for their
securities  holdings,  holders  whose  "functional  currency"  is not the United
States dollar, and holders who are not US Holders.  In addition,  the discussion
below does not address the tax consequences of the law of any state, locality or
foreign  jurisdiction or United States federal tax consequences (e.g., estate or
gift tax)  other  than  those  pertaining  to the  income  tax.  There can be no
assurance that the United States Internal  Revenue Service (the "IRS") will take
a similar view as to any of the tax consequences described in this summary.


                                       2
<PAGE>

The following is based on currently  existing  provisions of the Code,  existing
and  proposed  Treasury  regulations  under the Code and current  administrative
rulings and court  decisions.  Everything  listed in the  previous  sentence may
change,  possibly  on a  retroactive  basis,  and any  change  could  affect the
continuing validity of this discussion.

Each US Holder and each holder of common  shares that is not a US holder  should
consult  its  tax  adviser  regarding  the  United  States  federal  income  tax
consequences of holding our common shares  applicable to such holder in light of
its particular  situation,  as well as any tax consequences that may arise under
the  laws  of  any  other  relevant  foreign,  state,  local,  or  other  taxing
jurisdiction.

As used in this  section,  the term "United  States  person"  means a beneficial
owner of our common shares that is:

(i) a citizen or an individual resident of the United States;

(ii) a  corporation  (or an entity  taxable as a  corporation  for United States
federal  income tax  purposes)  created or organized in or under the laws of the
United States or any political subdivision of the United States;

(iii) an estate the income of which is subject to United States  federal  income
taxation regardless of its source; or

(iv) a trust  which (A) is  subject  to the  supervision  of a court  within the
United  States and the control of a United States person as described in Section
7701(a)(30)  of the Code;  or (B) was in  existence  on August 20,  1996 and has
properly elected under applicable Treasury Regulations to continue to be treated
as a United States person.

If a partnership  holds our common shares,  the United States federal income tax
treatment  of a partner  generally  will depend on the status of the partner and
the activities of the  partnership.  A United States person that is a partner of
the partnership holding our common shares should consult its own tax adviser.

Passive Foreign Investment Company

Special,  generally  unfavorable rules apply to the ownership and disposition of
the stock of a passive foreign investment company ("PFIC").  As discussed below,
however,  it may well be  possible to mitigate  these  consequences  by making a
so-called qualified electing fund ("QEF") election.

For  United  States  federal  income  tax  purposes,  a foreign  corporation  is
classified as a PFIC for each taxable year in which either:

o at least  75% of its gross  income is  "passive"  income  (referred  to as the
"income test"); or

o at least 50% of the average value of its assets is attributable to assets that
produce  passive  income  or are  held  for the  production  of  passive  income
(referred to as the "asset test").

For  purposes of the income test and the asset  test,  if a foreign  corporation
owns  directly  or  indirectly  at least 25% (by  value) of the stock of another
corporation,  that  foreign  corporation  will  be  treated  as if it  held  its
proportionate share of the assets of the other corporation and received directly
its  proportionate  share of the income of that  other  corporation.  Also,  for
purposes of the income test and the asset test,  passive income does not include
any income that is interest, a dividend or a rent or royalty,  which is received
or accrued from a related person to the extent that amount is properly allocable
to the income of the related person that is not passive income.


                                       3
<PAGE>

We were a PFIC in the 2005  taxable year and we believe  there is a  significant
likelihood  that we will be  classified  as a PFIC in the 2006  taxable year and
possibly in subsequent years. In any event, PFIC status is fundamentally factual
in nature, generally cannot be determined until the close of the taxable year in
question and is determined annually.

Under applicable  attribution rules, if Vasogen. is a PFIC, US Holders of common
shares will be treated as holding  for certain  purposes of the PFIC rules stock
of Vasogen's subsidiaries (including Vasogen Ireland Limited) that are PFICs. In
such  case,  certain  dispositions  of,  and  distributions  on,  stock  of such
subsidiaries may have consequences under the PFIC rules directly to US Holders.

In the  absence of any  election,  a US Holder of a PFIC will be taxed under the
generally unfavorable rules described below, including loss of favorable capital
gains rates and the imposition of an interest  charge,  that apply if the holder
recognizes  gain on the sale or other  disposition of the PFIC stock or receives
certain  distributions  with  respect  to the stock (see  "--The  "No  Election"
Alternative--Taxation  of Excess  Distributions").  US Holders may avoid most of
these consequences by making a QEF Election with respect to Vasogen,  which will
have the consequences described in "--The QEF Election Alternative." A US Holder
may also  consider  making an  election  to mark the common  shares to market (a
"Mark to Market Election").

US  HOLDERS  ARE  URGED  TO  CONSULT  THEIR  TAX  ADVISORS  ABOUT  THE  POSSIBLE
APPLICABILITY OF THE PFIC RULES AND THE AVAILABILITY OF MAKING A QEF ELECTION TO
AVOID ADVERSE US TAX CONSEQUENCES.

1. The QEF Election Alternative
   ----------------------------

A US Holder who elects (an  "Electing  US Holder")  in a timely  manner to treat
Vasogen  as a QEF (a "QEF  Election")  would  include  in gross  income  (and be
subject to current  US  federal  income tax on) the US dollar  value of both its
prorata  share of  Vasogen's  ordinary  earnings,  as ordinary  income,  and its
prorata share of Vasogen 's net capital gains, as long-term capital gain, during
any  taxable  years  of the US  Holder  in which  we are  classified  as a PFIC,
regardless  of whether  such amounts are  actually  distributed.  An Electing US
Holder may further  elect,  in any given  taxable  year, to defer payment of the
taxes owing as a result of including our ordinary earnings and net capital gains
currently in income,  subject to certain limitations.  However, if deferred, the
taxes will be subject to an interest charge,  which will be non-deductible to US
Holders  that  are not  corporations.  Distributions  paid out of  earnings  and
profits  that  previously  were  taxed to the  Electing  US Holder  shall not be
subject to tax again upon distribution.

We believe  that we will not have any  earnings  and profits (as computed for US
federal  income tax purposes) for the current  taxable year and little,  if any,
earnings and profits for any future taxable year in which our company is a PFIC.
In that event,  a QEF Election with respect to our common shares would subject a
US Holder to correspondingly  little, if any, current taxation.  However,  there
can be no assurance as to these matters.

Similarly,  if Vasogen  Ireland  Limited were  classified as a PFIC, a US Holder
that makes a timely QEF Election with respect to Vasogen  Ireland  Limited would
be subject to the QEF rules as  described  above  with  respect to the  holder's
prorata share of the ordinary  earnings and net capital gains of Vasogen Ireland
Limited.  Earnings of Vasogen  (or  Vasogen  Ireland  Limited)  attributable  to
distributions  from Vasogen Ireland Limited that had previously been included in
the income of an Electing US Holder under the QEF rules would  generally  not be
taxed to the Electing US Holder again.

Upon the sale or other  disposition of common shares,  an Electing US Holder who
makes a QEF Election for the first  taxable year in which he owns common  shares
will  recognize  capital  gain or loss for US federal  income tax purposes in an
amount  equal  to  the  difference  between  the  net  amount  realized  on  the
disposition  and the US Holder's  adjusted tax basis in the common shares.  Such
gain or loss will be capital gain or loss, which will be long-term capital


                                       4
<PAGE>

gain or loss if the US Holder's holding period in the common shares is more than
one  year  and  otherwise   will  be  short-term   capital  gain  or  loss.  The
deductibility  of capital  losses is subject to certain  limitations.  If the US
Holder is a United  States  resident  (as  defined in section  865 of the Code),
gains realized upon  disposition  of a common share by such US Holder  generally
will be US source income,  and disposition losses generally will be allocated to
reduce US source income.

A QEF  Election  must be made in a timely  manner  as  specified  in  applicable
Treasury regulations. Generally, the QEF Election must be made in a timely filed
federal  income  tax  return of a US Holder  for the first  taxable  year of the
foreign  corporation  during  which  the  corporation  was at any  time a  PFIC.
Although a QEF Election may be made after the PFIC's first taxable year that was
included in the  Electing US Holder's  holding  period,  the  Electing US Holder
would continue to be subject to the excess  distribution  rules  described below
(see "--The "No Election" Alternative--Taxation of Excess Distributions") unless
the  holder  makes a Mark to Market  Election,  which  would  result in a deemed
disposition of the PFIC stock to which the excess distribution rules may apply.

The  QEF  Election  is  made on a  shareholder-by-shareholder  basis  and can be
revoked only with the consent of the IRS. A shareholder  makes a QEF Election by
attaching  a  completed  IRS Form  8621,  including  a PFIC  annual  information
statement,  to a timely filed United States federal income tax return. Even if a
QEF Election is not made, a shareholder in a PFIC who is a US person must file a
completed IRS Form 8621 every year.

We intend to make available to US Holders timely and accurate  information as to
our status as a PFIC and intend to comply with all  applicable  record  keeping,
reporting and other  requirements  so that each US Holder may elect to treat our
company as a QEF.

2. The "No Election" Alternative--Taxation of Excess Distributions
   ---------------------------------------------------------------

If we are  classified  as a PFIC for any year during  which a US Holder has held
common  shares and that  holder has not made a QEF  Election or a Mark to Market
Election,  special  rules may subject  that holder to increased  tax  liability,
including  loss of  favorable  capital  gains  rates  and the  imposition  of an
interest charge, upon the sale or other disposition of the common shares or upon
the receipt of any excess distribution (as defined below). Under these rules:

o the gain or excess distribution will be allocated ratably over the US Holder's
holding period;

o the amount  allocated  to the current  taxable  year and any year prior to the
first  year in which  we are a PFIC  will be taxed  as  ordinary  income  in the
current year;

o the amount allocated to each of the other taxable years will be subject to tax
at the highest  rate of tax in effect for the  applicable  class of taxpayer for
that year; and

o an  interest  charge  for the deemed  deferral  benefit  will be imposed  with
respect to the resulting tax attributable to each of the other taxable years.

These rules will continue to apply to the holder even after we cease to meet the
definition of a PFIC,  unless the holder elects to be treated as having sold our
common  shares on the last day of the last taxable year in which we qualified as
a PFIC.

An "excess  distribution,"  in general,  is any  distribution  on common  shares
received  in a taxable  year by a US  Holder  that is  greater  than 125% of the
average  annual  distributions  received by that  holder in the three  preceding
taxable years or, if shorter, that holder's holding period for common shares.


                                       5
<PAGE>

Any portion of a  distribution  paid to a US Holder that does not  constitute an
excess distribution will be treated as ordinary dividend income to the extent of
our current and  accumulated  earnings  and profits (as  computed for US federal
income  tax  purposes).  Such  dividends  generally  will  not  qualify  for the
dividends-received deduction otherwise available to US corporations. Any amounts
treated  as  dividends  paid by a PFIC  do not  constitute  "qualified  dividend
income"  within the meaning of Section  1(h)(11) of the Code, and will therefore
be ineligible  for taxation at the maximum rate of 15% applicable to individuals
who  receive  such  income.  Any such  amounts  in  excess  of our  current  and
accumulated  earnings  and  profits  will be applied  against  the  Electing  US
Holder's tax basis in the common shares and, to the extent in excess of such tax
basis, will be treated as gain from a sale or exchange of such common shares. It
is possible that any such gain might be treated as an excess distribution.

3. Mark to Market Election Alternative
   -----------------------------------

Assuming  that our common shares are treated as  marketable  stock,  a US Holder
that  does not make a QEF  Election  may  avoid the  application  of the  excess
distribution  rules,  at least in part, by electing to mark the common shares to
market  annually,  recognizing  as  ordinary  income or loss each year an amount
equal to the  difference  as of the close of the taxable  year  between the fair
market  value of its common  shares and the  holder's  adjusted tax basis in the
common shares. Any mark to market loss is treated as an ordinary deduction,  but
only to the extent of the ordinary income that the holder has included  pursuant
to the election in prior tax years. The electing US Holder's basis in its common
shares  would be adjusted to reflect any of these  income or loss  amounts.  Any
gain on a  disposition  of our common  shares by an electing US Holder  would be
treated as ordinary income.  Any loss on such a disposition  would be treated as
an ordinary  deduction,  but only to the extent of the ordinary  income that the
holder has included pursuant to the election in prior tax years. For purposes of
making this election,  stock of a foreign  corporation is  "marketable" if it is
regularly  traded on certain  qualified  exchanges.  The common shares should be
treated as "marketable stock" for purposes of making this election.

With respect to its direct ownership of common shares, a US Holder that receives
a  distribution  with  respect to its common  shares will avoid the  unfavorable
consequences  applicable to excess  distributions  described above if the holder
has made a timely  Mark to  Market  Election  in the first  year of its  holding
period during which we are treated as a PFIC. Such distribution would instead be
taxed under the rules  described  in the final  paragraph  of the above  section
("--The "No Election"  Alternative--Taxation of Excess Distributions").  If a US
Holder has held common  shares for one or more taxable years during which we are
treated  as a PFIC  and does not make a  timely  Mark to  Market  Election  with
respect  to  the  common  shares  held  during  the  first  of  those  years,  a
coordination  rule applies to ensure that a later Mark to Market  Election  does
not cause the holder to avoid the interest charge on excess  distributions  with
respect to amounts attributable to periods before the election.

An election to mark to market applies to the year for which the election is made
and the following years unless the PFIC stock ceases to be marketable or the IRS
consents to the  revocation of the election.  In addition,  a US Holder that has
made a Mark to Market  Election does not include mark to market gains, or deduct
mark to market losses,  for years when the corporation ceases to be treated as a
PFIC.  If a timely QEF  Election  were made by a US  Holder,  the mark to market
rules would not apply.

The mark to market rules do not appear to prevent the  application of the excess
distribution  rules in respect of stock of Vasogen  Ireland Limited in the event
that Vasogen Ireland Limited were a considered PFIC. Accordingly, if Vasogen and
Vasogen Ireland Limited were both considered  PFICs, and a US Holder made a Mark
to Market  Election with respect to its common shares,  the US Holder may remain
subject to the excess  distribution  rules  described  above with respect to its
indirectly owned Vasogen Ireland Limited stock.


                                       6
<PAGE>

Foreign Tax Credits

Regardless of which of the above  alternatives  applies to a US Holder,  any tax
withheld by Canadian taxing  authorities  with respect to  distributions  on our
common shares may, subject to a number of complex  limitations,  be claimed as a
foreign  tax credit  against a US  Holder's  United  States  federal  income tax
liability or may be claimed as a deduction for United States  federal income tax
purposes.  The  limitation  on foreign  taxes  eligible for credit is calculated
separately  with  respect  to  specific  classes of  income.  For this  purpose,
dividends  we  distribute  with  respect to our common  shares  will be "passive
income"  or, in the case of certain US  Holders,  "financial  services  income."
Because of the  complexity of those  limitations,  each US Holder should consult
its own tax  adviser  with  respect to the  amount of foreign  taxes that may be
claimed as a credit.

Information Reporting and Backup Withholding

In general, information reporting requirements will apply to certain payments of
dividends on the common shares and to certain payments of proceeds from the sale
or  exchange  of common  shares  made to US Holders  other than  certain  exempt
recipients (such as  corporations).  A US Holder that is not an exempt recipient
will  generally be subject to backup  withholding  with respect to such payments
(currently at a rate of 28%, which rate will be replaced by a 31% rate beginning
in 2011)  unless the US Holder  provides  an  accurate  taxpayer  identification
number  and  otherwise  complies  with  applicable  requirements  of the  backup
withholding rules.

Any amounts  withheld  under the backup  withholding  rules will be allowed as a
credit  against the US Holder's  United States  federal  income tax liability or
refundable  to the extent that it exceeds such  liability.  A US Holder who does
not provide a correct taxpayer identification number may be subject to penalties
imposed by the IRS.

Disclosure Pursuant to the Requirements of the Nasdaq National Market ("Nasdaq")
--------------------------------------------------------------------------------

Current Exemptions

Nasdaq  granted the Company an  exemption  from  Nasdaq's  requirement  that the
quorum for shareholder meetings of the Company be at least 33-1/3 percent of the
Company's  outstanding  common shares because such  requirement is  inconsistent
with the  Company's  home country  practice.  The  Company's  by-laws  currently
provide  that a quorum for  shareholder  meetings is the lesser of the number of
shareholders  or two  persons  present in person,  each being a  shareholder  or
representative  duly  authorized or a duly  appointed  proxy for a  shareholder,
which by-laws are in compliance with the Canada Business  Corporations  Act, the
corporate  legislation  governing the Company.  The Toronto Stock Exchange,  the
primary  market in Canada for the  Company's  securities,  does not  mandate any
quorum  requirements  for  shareholder  meetings.  Furthermore,  no law, rule or
regulation  of any  public  authority,  which  exercises  jurisdiction  over the
Company  has a quorum  requirement  similar to that  mandated  by Nasdaq and the
Company's  quorum  requirement  for  shareholder  meetings  as  set  out  in the
Company's by-laws is permitted by all such rules.


                                       7
<PAGE>

                  UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

Undertaking

Vasogen undertakes to make available, in person or by telephone, representatives
to respond to inquiries made by the Commission  staff, and to furnish  promptly,
when requested to do so by the Commission  staff,  information  relating to: the
securities registered pursuant to Form 40-F; the securities in relation to which
the obligation to file an annual report on Form 40-F arises;  or transactions in
said securities.

Consent to Service of Process

The  Company has  previously  filed a Form F-X in  connection  with the class of
securities in relation to which the obligation to file this report arises.

Any change to the name or address of the agent for service of process of Vasogen
shall be communicated promptly to the Commission by an amendment to the Form F-X
referencing the file number of the relevant registration statement.

                                   SIGNATURES

Pursuant to the  requirements  of the Exchange Act,  Vasogen  certifies  that it
meets all of the  requirements  for filing on Form 40-F and has duly caused this
Annual  Report to be  signed on its  behalf  by the  undersigned,  thereto  duly
authorized.

                                  VASOGEN INC.


                                  By: /s/ Jacqueline Le Saux
                                      ------------------------------------------
                                      Jacqueline Le Saux
                                      Vice-President, Corporate & Legal Affairs

                                   February 21, 2006


                                       8
<PAGE>

Documents filed as part of this report:

                                  EXHIBIT INDEX

Exhibit No.       Description
-----------       -----------

   1.             Annual Information Form for the fiscal year ended November 30,
                  2005

   2.             The consolidated balance sheets of Vasogen as at November 30,
                  2005 and 2004, and the related consolidated statements of
                  operations and deficit and cash flows for each of the years in
                  the three-year period ended November 30, 2004 and for the
                  period from December 1, 1987 to November 30, 2004, together
                  with the auditors' report thereon dated February 13, 2006 and
                  the Comments by Auditors for United States Readers on
                  Canada-United States Reporting Difference dated February 13,
                  2006 (incorporated by reference to Exhibit 99.1 to Vasogen
                  Inc.'s Form 6-K, filed on February 15, 2006 (File No.
                  000-29350)).

   3.             Management's Discussion and Analysis for the fiscal year ended
                  November 30, 2005 (incorporated by reference to Exhibit 99.2
                  to Vasogen Inc.'s Form 6-K, filed on February 15, 2006 (File
                  No. 000-29350)).

   23.1           Consent of KPMG LLP, independent chartered accountants

   31.1           Certification of President and Chief Executive Officer
                  pursuant to Rule 13a-14(a) or 15d-14 of the Securities
                  Exchange Act of 1934

   31.2           Certification of Chief Financial Officer pursuant to Rule
                  13a-14(a) or 15d-14 of the Securities Exchange Act of 1934

   32.1           Certification of President and Chief Executive Officer
                  pursuant to Rule 13(a)-14(b) and Section 1350 of Chapter 63 of
                  Title 18 of the United States Code (18 U.S.C. 1350)

   32.2           Certification of Chief Financial Officer pursuant to Rule
                  13(a)-14(b) and Section 1350 of Chapter 63 of Title 18 of the
                  United States Code (18 U.S.C. 1350)