8-K

                                    FORM 8-K
                                 CURRENT REPORT
                                 (Supplemental)

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

          Date of Report (Date of earliest event reported) May 31, 2005

                             NEURO BIOSCIENCE, INC.

             (Exact Name of registrant as specified in its charter)



            Utah                     333-60362                87-0670014
            ----                     ---------                ----------
(State or other jurisdiction   (Commission File Number)     (I.R.S. Employer
    of incorporation)                                      Identification No.)


                      712 Fifth Avenue, New York, NY, 10019
                    (Address of principal executive offices)

        Registrant's telephone number, including area code (212) 897 6849

Certain statements in this 8-K may contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 (the "Act"),
including, without limitation, statements regarding the Company's expectations,
beliefs, estimates, intentions, and strategies about the future. Words such as,
"anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates,"
or variations of such words and similar expressions are intended to identify
such forward-looking statements, but their absence does not mean that the
statement is not forward-looking. The Company desires to avail itself of certain
"safe harbor" provisions of the Act and is therefore including this special note
to enable the Company to do so and to disclose any such projections without
warranting they can be realized.

ITEM 1. CHANGE OF CONTROL

None

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

On 26th May, 2003, the Company closed the acquisition agreement between Neuro
Bioscience Inc and CLL Pharma SA signed on 31st March 2003. Neuro acquired 97%
of the issued and outstanding share capital of CLL Pharma SA, a French
corporation engaged in the business of developing proprietary drug
reformulations and novel delivery technologies.

Due to circumstances beyond the control of management of the company, CLL Pharma
SA has been unable to produce accounting information in US GAAP format to Neuro
Bioscience Inc to consolidate into its own accounts. It has been agreed between
the management of Neuro Bioscience Inc and the shareholders of CLL Pharma SA
that such acquisition shall be rescinded via a recission agreement attached
hereto as Exhibit 2.3, which was entered into on May 31, 2005.

Neuro Bioscience Inc shall now focus on bringing up to date their financial
information with the Securities & Exchange Commission.


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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                             NEURO BIOSCIENCE, INC.



Date: August 3rd, 2005        By: /s/ Alan Bowen
                              -----------------------
                              Mr. Alan Bowen
                              CFO

EX-2.3

Exhibit 2.3

                     RESCISSION OF STOCK EXCHANGE AGREEMENT


      Agreement made and entered in multiple parts on this 31st day of May, 2005
by and between Neuro Bioscience, Inc. of Utah, (hereinafter "Neuro Bioscience of
Utah"), CLL Pharma SA (hereinafter "CLL Pharma SA" or "CLL Pharma SA"), and the
undersigned former shareholders of CLL Pharma SA (each one a "Former CLL Pharma
SA Shareholder"). Neuro Bioscience of Utah, CLL Pharma SA, and the Former CLL
Pharma SA Shareholders are sometimes hereafter collectively referred to as the
"Parties".

                                    RECITALS

      WHEREAS, the parties entered into a Stock Exchange Agreement dated 31st
March 2003 ("The Exchange Agreement"); and

      WHEREAS, the terms of The Exchange Agreement essentially provided that
Neuro Bioscience of Utah, was to acquire all of the issued and outstanding
shares of CLL Pharma SA, such that CLL Pharma SA would become a wholly owned
operating subsidiary of Neuro Bioscience of Utah, on various terms and
conditions specified therein, including the performance of certain covenants
material to the parties;

      WHEREAS, various material requirements of The Exchange Agreement were
never satisfied, notwithstanding extensions of time granted to perform and
extensive efforts undertaken in good faith to cure the shortcomings; and

      WHEREAS, the Parties recognize that they may never be able to satisfy the
conditions not yet performed; and


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      WHEREAS, the Parties desire to resolve the matter amicably and avoid undue
expense and distraction from their other business endeavors;

      NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be bound hereby,
the Parties mutually agree and covenant as follows:

1.0   Agreement Rescinded.

      The Exchange Agreement, and the transactions effected thereby, are hereby
mutually rescinded on the terms and conditions of this Rescission Agreement, and
void and of no force and effect, ab initio. As a consequence of the rescission,
CLL Pharma SA shall be a separate, legally distinct entity owned by the Former
CLL Pharma SA Shareholders just as was the case prior to effective date of The
Exchange Agreement, and Neuro Bioscience of Utah will have no ownership interest
in CLL Pharma SA.

2.0   Closing with respect to Rescission.

      Neuro Bioscience of Utah shall physically return and deliver the CLL
Pharma SA shares to the Former CLL Pharma Shareholders which were originally
delivered by those Former CLL Pharma Shareholders pursuant to The Exchange
Agreement, in exchange for the Neuro Bioscience of Utah shares delivered to
those Former CLL Pharma Shareholders pursuant to the Exchange Agreement, as set
forth on Exhibit "C" to this Agreement, which is hereby incorporated herein by
reference. The respective deliveries shall occur at a closing (the "Closing") to
occur no later than 21st January 2005 at Savannah House, 5th Floor, 11-12
Charles II St, London, UK SW1Y 4QU or such other time and place as the Parties
may mutually agree.

3.0   Payment and Discharge of Obligations.

      It is agreed and understood between the Parties that in consideration of
the relative benefits obtained from expenditures by Neuro Bioscience of Utah and
CLL Pharma SA during the period from 31st March, 2003 through the Closing
pursuant to this Rescission Agreement (the "Unwind Period"), that both parties
shall be responsible for their own debts incurred from 31st March 2003, through
the Unwind Period, except in relation to any agreement mutually agreed by the
parties. The debts and obligations to be assumed and discharged by CLL Pharma SA
include, without limitation, all debts and obligations arising out of or any way
related to the acquisition of the CLL Pharma SA pursuant to The Exchange
Agreement, and any governmental filings including, but not limited to, current
filings with the Securities and Exchange Commission ("SEC"), the United States
Internal Revenue Service, and the States of Delaware and Utah. Notwithstanding
the foregoing, Neuro Bioscience of Utah agrees to pay all its legal fees and
accounting fees incurred during the Unwind Period, including costs of this
Rescission Agreement and all legal, accounting and related costs for the SEC and
related filing requirements under this Agreement.


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4.0   Executory Rescission.

      Notwithstanding anything to the contrary in this Agreement, all parties
agree that this Agreement shall be fully executory and of binding force and
effect upon all parties, their agents, assigns, and successors in interest upon
execution and delivery of this Agreement and completion of the Closing
contemplated by this Agreement.

5.0      Notice.

      All Parties mutually agree and stipulate that any notice which shall be
given to any Party to this Agreement, whether necessary or optional, shall be
mailed by registered certified mail or its equivalent, or shall be physically
delivered, to such Party at its address set forth beneath its name on the
signature page(s) of this Agreement, or such other address as such Party shall
furnish by written notice to the other Parties to this Agreement.

6.0   Miscellaneous.

      6.1   This Agreement shall be applied and construed in accordance with
            Utah law. Jurisdiction and venue over any dispute arising out of
            this Agreement shall be deemed to be applicable in the courts of
            general jurisdiction or federal court located in Salt Lake County,
            State of Utah.

      6.2   Should any part or provision of this Agreement be found void or
            voidable, the balance shall be given reasonable construction and
            application and applied so far as possible.

      6.3   This Agreement shall be binding upon or inure to the benefit of the
            assigns or successors in interest of the parties hereto.

      6.4   Each principal officer executing this Agreement on behalf of a
            corporate entity represents that he has been fully and duly
            authorized to execute this Agreement pursuant to resolution of his
            respective Board of Directors.

      6.5   This Agreement constitutes a fully integrated agreement and shall
            not be subject o parol evidence, but may only be amended in a
            writing or referenced exhibits or attachments as executed by the
            parties hereto.

      6.6   Time is of the essence of this Agreement.

      6.7   Should any party be required to bring legal action to enforce this
            Agreement in law or equity, the prevailing party shall be entitled
            to reasonable costs of court and attorney fees.

      6.8   This recitals are incorporated as a necessary term and provision of
            this Agreement.


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      IN WITNESS WHEREOF, the Parties, by natural persons duly authorized to do
the same, have executed and delivered this Agreement as of the date and year
first above written.

NEURO BIOSCIENCE, INC. OF UTAH              CLL PHARMA SA


By:___________________________        By:______________________________
   Name:                                 Name:
   Title:  President                     Title:  President
   Address:  712 Fifth Avenue            Address:
             19th Floor
             N.Y., N.Y.  10019


FORMER CLL PHARMA SA SHAREHOLDERS:

Name:

By:      ___________________________________
         Name:
         Title:
         Address:


Name:

By:      ___________________________________
         Name:
         Title:
         Address:


Name:

By:      ___________________________________
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         Title:
         Address:


Name:

By:      ___________________________________
         Name:
         Title:
         Address:


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Name:

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Name:

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Name:

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