U.S. Securities and Exchange Commission
Washington, D.C. 20549

Form 10-K/A

(Mark One)
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 [Fee required]

For the fiscal year ended May 31, 2008

¨
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [No fee required]

For the transition period from                           to

Commission file number 0-10035

LESCARDEN INC.
(Exact name of small business issuer as specified in its charter)

New York
 
13-2538207
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

420 Lexington Avenue , New York , NY     10170
(Address of principle executive offices)       (Zip Code)

Issuer's telephone number (212) 687-1050

Securities registered under Section 12(b) of the Act: None

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

Common Stock $.001 par value

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x    No ¨

Check if there is no disclosure of delinquent filers pursuant to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.
x
Issuers revenues for its most recent fiscal year were $ 1,062,806.
 

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

The number of shares of registrant’s Common Stock outstanding as of July 12, 2008 was 30,943,450.
 
Transitional Small Business Disclosure Format (Check one): Yes ¨ No x

Forward Looking Statements

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


 
 

 

EXPLANATORY NOTE

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

ITEM 8a Disclosure Controls and Procedures
 
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s filings under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission. Such information is accumulated and communicated to the Company’s management, including its Chief Executive and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company’s management, including the Chief Executive and Chief Financial Officer, recognizes that any set of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

The Company has carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on such evaluation, the Company’s Chief Executive and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective as of the end of the period covered by this annual report on Form 10KSB.
 
There have been no significant changes in the Company’s internal controls or in other factors that could significantly affect the internal controls subsequent to the date of their evaluation in connection with the preparation of this annual report on Form 10-KSB.

Management's report on internal control over financial reporting

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

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

Management assessed the effectiveness of the Company's internal control over financial reporting as of May 31, 2008 based on the framework established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that assessment, management concluded that, as of May 31, 2008, the Company's internal control over financial reporting was effective based on the criteria established in Internal Control—Integrated Framework
 
This Annual Report on Form 10-KSB does not include an attestation report of the Company's registered public accounting firm regarding internal control over financialreporting since temporary rules of the SEC permit the Company to provide only management's report on this Annual Report on Form 10-KSB.

(c) Changes in internal control over financial reporting.
As of the end of the period covered by this report, there have been no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) under the ExchangeAct) during the quarter ended May 31, 2008 that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
 
 

 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
LESCARDEN INC.
     
 
By:
S/William E. Luther
   
William E. Luther, President
   
April 10, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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