424B3 1 v042753_424b3.htm

Filed Under Rule 424(b)(3)

Registration No. 333-126887

PROSPECTUS SUPPLEMENT NO. 3

PROSPECTUS SUPPLEMENT NO. 3 DATED MAY 11, 2006

TO PROSPECTUS DECLARED EFFECTIVE ON OCTOBER 24, 2005

(AS PREVIOUSLY SUPPLEMENTED)

(REGISTRATION NO. 333-126887)

LEV PHARMACEUTICALS, INC.

71,636,718 SHARES OF COMMON STOCK, $.01 PAR VALUE PER SHARE

This Prospectus Supplement No. 3 updates and should be read in conjunction with our prior prospectus supplements and the Prospectus dated October 24, 2005, which is to be delivered with this Prospectus Supplement. The shares that are the subject of the Prospectus have been registered to permit their resale to the public by the selling stockholders named in the Prospectus. We are not selling any shares of common stock in this offering and therefore will not receive any proceeds from this offering, other than the exercise price, if any, to be received upon exercise of the warrants referred to in the Prospectus.

This Prospectus Supplement No. 3 includes the following document, as filed by us with the Securities and Exchange Commission:

§ The attached Annual Report on Form 10-QSB of Lev Pharmaceuticals, Inc. dated May 11, 2006.

Our common stock is listed on the Over The Counter Bulletin Board under the symbol “LEVP.OB.”

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus Supplement No. 3 is May 11, 2006.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-QSB

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934


		For the quarterly period ended March 31, 2006

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934


		For the transition period from ________ to ______________

Commission File Number: 000-32947

Lev Pharmaceuticals, Inc.

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

Delaware	88-0211496
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

122 East 42nd Street, Suite 2606 New York, New York	10168
(Address of principal executive offices)	(Zip Code)

Issuer’s telephone number: (212) 682-3096

N/A

(Former Name, Former Address and Former Fiscal Year, if Changes Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 the filing requirements for the past 90 days. Yes T No o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes T No

As of May 8, 2006, the issuer had 81,702,544 shares of common stock outstanding.

Transitional Small Business Disclosure Format (check one): o Yes T No

INTRODUCTORY NOTE

This Report on Form 10-QSB for Lev Pharmaceuticals, Inc. (the "Company") may contain forward-looking statements. You can identify these statements by forward-looking words such as "may," "will," "expect," "intend," "anticipate," believe," "estimate" and "continue" or similar words. Forward-looking statements include information concerning possible or assumed future business success or financial results. You should read statements that contain these words carefully because they discuss future expectations and plans, which contain projections of future results of operations or financial condition or state other forward-looking information. We believe that it is important to communicate future expectations to investors. However, there may be events in the future that we are not able to accurately predict or control. Accordingly, we do not undertake any obligation to update any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

The forward-looking statements included herein are based on current expectations that involve a number of risks and uncertainties set forth under "Risk Factors" in our 10-KSB and our periodic reports filed with the SEC. Accordingly, to the extent that this Report contains forward-looking statements regarding the financial condition, operating results, business prospects or any other aspect of the Company, please be advised that the Company's actual financial condition, operating results and business performance may differ materially from that projected or estimated by the Company in forward-looking statements.

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Lev Pharmaceuticals, Inc.

Index to Form 10-QSB

		Page
Part I.	Financial Information

Item 1.	Condensed Consolidated Financial Statements	3

	Condensed Consolidated Balance Sheets as of March 31 2006 (Unaudited) and December 31, 2005	3

	Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31,
	2006 and March 31, 2005 and for the Period from July 21, 2003 (Inception) to March 31, 2006	4

	Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31,
	2006 and March 31, 2005 and for the Period from July 21, 2003 (Inception) to March 31, 2006	5

	Notes to Unaudited Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis or Plan of Operation	11

Item 3.	Controls and Procedures	17

Part II.	Other Information	17

Item 1.	Legal Proceedings	17

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17

Item 3.	Defaults Upon Senior Securities	17

Item 4.	Submission of Matters to a Vote of Security Holders	17

Item 5.	Other Information	17

Item 6.	Exhibits	17

	Signatures	18

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LEV PHARMACEUTICALS INC. AND SUBSIDIARY

(a development stage enterprise)

Condensed Consolidated Balance Sheets

	March 31, 2006 (Unaudited)			December 31, 2005
ASSETS
Current assets:
Cash and cash equivalents	$	3,341,948		$	3,482,616
Investments - held to maturity		996,807			2,487,390
Prepaid expenses		235,725			276,829
Other assets		24,311			60,081

Total current assets		4,598,791			6,306,916

Fixed assets, net of accumulated depreciation		71,364			69,922
Security deposit		16,817			16,817

	$	4,686,972		$	6,393,655

LIABILITIES
Current liabilities:
Accounts payable	$	400,198		$	657,230
Accrued expenses		273,730			352,036
Deferred lease liability		1,640			2,519
Total current liabilities		675,568			1,011,785
Loan payable, net of debt discount		708,262			316,077

Total liabilities		1,383,830			1,327,862

Commitments and contingencies

STOCKHOLDERS' EQUITY
Preferred stock - $0.01 par value, 20,000,000 authorized, no shares issued and outstanding
Common stock - $0.01 par value, 200,000,000 shares authorized, 81,527,544 shares issued and outstanding at March 31, 2006 and December 31, 2005, respectively		815,275			815,275
Additional paid-in capital		15,722,242			15,671,368
Deficit accumulated during the development stage		(13,234,375	)		(11,420,850	)
Total stockholders' equity		3,303,142			5,065,793

	$	4,686,972		$	6,393,655

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements

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LEV PHARMACEUTICALS INC. AND SUBSIDIARY

(a development stage enterprise)

Unaudited Condensed Consolidated Statements of Operations

							Period
	Three			Three			From
	Months			Months			July 21, 2003
	Ended			Ended			(Inception) to
	March 31,			March 31,			March 31,
	2006			2005			2006

Costs and expenses:
Research and development	$	1,096,187		$	446,165		$	4,598,954
Merger cost payments to certain Fun City Popcorn, Inc. shareholders								283,732

General and administrative		753,850			548,757			8,239,487

Loss before other income		(1,850,037	)		(994,922	)		(13,122,173	)

Other income:
Interest income		41,955			21,086			274,762
Interest expense		(5,443	)					(16,909	)

Net loss	$	(1,813,525	)	$	(973,836	)	$	(12,864,320	)

Net loss per share - basic and diluted		($0.02	)		($0.01	)

Weighted average shares - basic and diluted		81,527,544			76,303,919

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements

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LEV PHARMACEUTICALS INC. AND SUBSIDIARY

(a development stage enterprise)

Unaudited Condensed Consolidated Statements of Cash Flows


							Period From
	Three Months			Three Months			July 21, 2003
	Ended			Ended			(Inception) to
	March 31,			March 31,			March 31,
	2006			2005			2006

Cash flows from operating activities:
Net loss	$	(1,813,525	)	$	(973,836	)	$	(12,864,320	)
Adjustments to reconcile net loss to net cash used
in operating activities:

Compensation to consultants from issuance of warrants		11,458						2,027,813
Repricing of options and warrants								1,455,269
Option and warrants modification from merger								75,201
Depreciation expense		4,179			986			14,939
Stock-based compensation expense to employees		36,350						36,350
Accretion of investment income		(9,417	)					(9,417	)
Supplier purchase funding		392,185						708,262
Changes in:
Prepaid expenses and other assets		79,940			35,547			(273,283	)
Accounts payable		(257,032	)		152,276			400,198
Accrued expenses		(78,306	)		(134,851	)		273,730
Deferred lease liability		(879	)		(374	)		1,640
Income taxes payable					319			(64,463	)
Net cash used in operating activities		(1,635,047	)		(919,933	)		(8,218,081	)
Cash flows from investing activities:
Purchase of fixed assets		(5,621	)		(19,152	)		(86,303	)
Proceeds from investments		1,500,000						1,500,000
Purchase of investments								(2,487,390	)
Net cash provided by (used in) investing		1,494,379			(19,152	)		(1,073,693	)

Cash flows from financing activities:
Proceeds from stock subscription receivable								130
Proceeds from notes payable to stockholders								18,000
Repayment of notes payable to stockholders								(18,000	)
Net proceeds from sale of common stock								12,633,592
Net cash provided by financing activities								12,633,722

Net (decrease) increase in cash and cash equivalents		(140,668	)		(939,085	)		3,341,948
Cash and cash equivalents - beginning of period		3,482,616			5,544,507

Cash and cash equivalents - end of period	$	3,341,948		$	4,605,422		$	3,341,948

Supplemental non-cash flow from investing and financing activities:

During the three months ended March 31, 2006, our supplier (Sanquin) loaned the Company $505,947 for purchases of CI-INH, see note F. In connection with the loan, the Company recorded debt discount of $113,762.

During the three months ended March 31, 2006, the Company issued warrants to consultants to purchase 50,000 shares of our stock at $1.10 per share that vest immediately and expire on February 18, 2009 that were valued at $14,524

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements

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LEV PHARMACEUTICALS INC. AND SUBSIDIARY

(a development stage enterprise)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - ORGANIZATION AND BUSINESS

Fun City Popcorn, Inc., (the "Company" or "FCP"), a non-operating public company, was incorporated on September 18, 1985 in the state of Nevada.

On November 5, 2004, FCP entered into an agreement and plan of merger (the "Agreement") with Lev Development Corp., formerly known as Lev Pharmaceuticals, Inc. ("Lev"), which was incorporated on July 21, 2003 in the State of Delaware. Lev is a development stage company that is engaged in developing and commercializing therapeutic products for the treatment of inflammatory diseases. On December 29, 2004, the merger closed and pursuant to the Agreement, FCP acquired 100% of the outstanding capital stock of Lev through its subsidiary Lev Acquisition Corp. ("LAC"). In connection with the merger, FCP changed its name to Lev Pharmaceuticals, Inc. and increased its authorized common stock to 200,000,000 shares and its preferred stock to 20,000,000 shares. Under terms of the Agreement, the stockholders of Lev exchanged all of their issued and outstanding shares of common stock for 5,029,795 shares of FCP common stock, and 4,789,433 Series A voting convertible preferred shares (the "Exchange"). Each Series A voting convertible preferred share is automatically convertible into 13.940668 shares of FCP common stock (an aggregate 66,767,994 common shares). The 71,797,789 shares of common stock represent approximately 94.10% of the ownership interests in FCP. The outstanding shares of FCP were deemed issued for 4,505,530 shares of Lev. In addition, all of the outstanding Lev options and warrants immediately prior to the merger were exchanged for 2,854,900 FCP options and 301,668 FCP warrants. The Exchange which, resulted in the stockholders of Lev having control of FCP, represents a recapitalization of FCP, or a "reverse merger" rather than a business combination. In connection therewith, FCP's historic capital accounts were retroactively adjusted to reflect the equivalent number of shares issued by FCP in the Exchange while Lev's historical accumulated deficit was carried forward. The statement of operations reflects the activities of Lev from the commencement of its operations on July 21, 2003. In connection with the Agreement, Lev paid $350,000 for the acquisition of FCP including $283,731 to certain stockholders and assuming the outstanding tax liability of $66,269. In connection with the Exchange, the exercise price of the outstanding warrants and options remained the same. We recorded a charge of approximately $75,000 for the change in value of our outstanding options and warrants as of December 29, 2004 as a result of the increase in the number of common shares into which these equity instruments are exercisable based on the exchange ratio used in the merger, since the aggregate intrinsic value of the warrants and options after the Exchange is greater than before. The Black-Scholes option-pricing model was used to calculate the value of certain options and warrants and the related charge based upon the following weighted average assumptions to determine fair value; risk-free interest rate of 3.58%; expected life of 5 years; dividend yield of 0% and expected volatility of 70%.

As a development stage enterprise, the Company's primary efforts are devoted to conducting research and development for inflammatory diseases and raising capital. The Company has limited capital resources and has experienced net losses and negative cash flows from operations since inception and expects these conditions to continue for the foreseeable future. As of March 31, 2006, the Company had approximately $ 4. 3 million in cash, cash equivalents and investments. Management believes that cash, cash equivalents and investments on hand as of March 31, 2006 are not sufficient to fund operations through March 31, 2007 and we project that the funds should last partly through the first quarter of 2007. The Company will be required to raise additional funds to meet its short and long-term planned goals. There can be no assurance that such funds, if available at all, can be obtained on terms reasonable to the Company.

In addition to the normal risks associated with a new business venture, there can be no assurance that the Company's research and development will be successfully completed or that any product will be approved or commercially viable. The Company is subject to risks common to companies in the biotechnology industry including, but not limited to, development by the Company or its competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, and compliance with FDA and other governmental regulations and approval requirements.

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LEV PHARMACEUTICALS INC. AND SUBSIDIARY

(a development stage enterprise)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

[1] Basis of Presentation:

The consolidated financial statements include the accounts of Lev Pharmaceuticals, Inc. and its wholly-owned subsidiary Lev Development Corp. (formerly Lev Pharmaceuticals, Inc.) All significant intercompany transactions and balances have been eliminated in consolidation. The Company is devoting its efforts to research and development and there has not been any revenues generated from sales, license fees or royalties. The Company's financial statements are presented as statements of a development stage enterprise. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for full year financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal, recurring nature. Operating results for the three months ended March 31, 2006 are not necessarily indicative of the results that may be expected for the year ended December 31, 2006. These consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto that are included in the Company's Annual Report on Form 10-KSB for the fiscal period ended December 31, 2005.

[2] Use of estimates:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Equity instruments are valued using assumptions, which may vary significantly between periods.

[3] Stock-based compensation:

Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standard No. 123R, “Share Based Payment” (“SFAS No. 123(R)”), which requires all stock-based payments, including grants of stock options, to be recognized in the income statement as compensation expense, based on their fair values on the grant date. Under the provisions of SFAS No.123R, the estimated fair value of options granted under the Company’s Employee 2004 Omnibus Incentive Compensation Plan (“Plan”) are recognized as compensation expense over the option-vesting period. The Company has adopted SFAS No. 123(R) using the modified-prospective-transition method, in which compensation expense is recognized beginning with the effective date of the adoption for all stock-based payments (i) granted after the effective date of adoption and (ii) granted prior to the effective date of adoption and that remain unvested on the date of adoption.

Prior to December 31, 2005, the Company applied APB Opinion No. 25, Accounting for Stock Issued to Employees, in accounting for its stock option plans. Under the provisions of APB 25, no compensation expense was recognized when stock options were granted with exercise prices equal to or greater than market value on the date of grant.

The following table illustrates the effect on net income and earnings per share if the fair value method had been applied to the prior period in comparison to the current period, where it was applied:

	Three Months Ended
	March 31, 2006			March 31, 2005
Net loss applicable to common shareholders, as reported	$	(1,813,525	)	$	(973,836	)
Add: Total stock-based employee compensation expense determined under fair value method (1)		—			(116,505	)
Proforma net loss	$	(1,813,525	)	$	(1,090,341	)
Basic and diluted loss per share
As reported	$	(0.02	)	$	(0.01	)
Pro forma	$	(0.02	)	$	(0.01	)

(1) March 31, 2006 net loss for the three months ended includes $36,350 of stock-based employee compensation expense.

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LEV PHARMACEUTICALS INC. AND SUBSIDIARY

(a development stage enterprise)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

[3] Stock-based compensation (continued):

For the three months ended March 31, 2006, the Company included $36,350 of stock-based compensation in its Statement of Operations included in general and administrative expenses. Had the Company continued to account for share-based compensation under APB Opinion No. 25, basic and diluted loss per common share for the three ended March 31, 2006 would have been ($0.02) compared to ($0.02). No stock option expense was included in the Company’s Statement of Operations for the three months ended March 31, 2005.

Under the modified prospective method of transition under SFAS No. 123(R), the Company is not required to restate its prior period financial statements to reflect expensing of stock-based compensation under SFAS No. 123(R). Therefore, the results for the period ended March 31, 2006 are not directly comparable to the same period in the prior year.

Prior to the adoption of SFAS No. 123R, the Company presented cash flows resulting from the tax benefits of deductions resulting from the exercise of stock options as operating cash flows in the Statement of Cash Flows. SFAS No. 123R requires cash flows resulting from the tax benefits resulting from tax deductions in excess of the compensation cost recognized for those options (excess tax benefits) to be classified as financing cash flows. The Company did not realize any tax benefits from stock options during the three months ended March 31, 2006.

For purposes of the disclosure in the foregoing table and for purposes of determining estimated fair value under SFAS No.123R, the Company has computed the estimated fair values of all share-based compensation using the Black-Scholes option-pricing model and has applied the assumptions set forth in the following table. The Company calculated expected volatility based upon comparable companies in the industry. The following table illustrates the assumptions used in the Company’s Black-Scholes calculations to determine the stock option expense for the three months ended March 31, 2005.

		Risk Free Interest Rate		Dividend Yield		Volatility Factor		Estimated Life (Years)		Weighted Average Option Life (Months)
Three Months ended March 31, 2005		3.58% - 4.11%		0%		70.0%		5		108

The Black-Scholes option-pricing model requires the input of highly subjective assumptions. Because the Company’s employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models may not provide a reliable single measure of the fair value of its employee stock options. In addition, management will continue to assess the assumptions and methodologies used to calculate estimated fair value of share-based compensation. Circumstances may change and additional data may become available over time, which can result in changes to these assumptions and methodologies, which could materially impact the Company’s fair value determination.

A summary of option activity under the Plan as of March 31, 2006 and changes during the three month period then ended is presented below.

Summary Details for Plan:

	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Outstanding December 31, 2005	3,629,900	$	0.42
Granted	—	0.00
Exercised	—	0.00
Forfeited	—	0.00
Outstanding March 31, 2006	3,629,900	$	0.42	8.73	$	1,084,862

Exercisable shares as of March 31, 2006	3,129,900

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LEV PHARMACEUTICALS INC. AND SUBSIDIARY

(a development stage enterprise)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

[3] Stock-based compensation (continued):

There were no options granted, canceled or exercised during the three month period ended March 31, 2006, therefore, the there was no intrinsic value of options exercised or any weighted average fair value of options exercised or granted during the three month period ended March 31, 2006.

A summary of the status of the Company’s unvested shares as of March 31, 2006, and changes during the three month period then ended is presented below.

Unvested shares issued under the Plan:

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Unvested balance, December 31, 2005	550,000		$	0.87
Granted	—		0.00
Vested	(50,000	)	1.20
Forfeited	—		00.0
Unvested balance, March 31, 2006	500,000		$	0.84	8.80	$	0

As of March 31, 2006, there was $223,173 of total unrecognized compensation expense related to unvested share-based compensation arrangements granted under the Plans. This expense is expected to be recognized over a weighted-average period of 21 months.

The following chart shows the effect of stock option expense on the Statement of Operations:

	Three Months Ended
	March 31, 2006			March 31, 2005
Loss from operations before stock option expense	$	(1,777,175	)	$	(973,836	)
Stock option expense		(36,350	)		—
Loss from operations	$	(1,813,525	)	$	(973,836	)
Net loss before stock option expense		(1,777,175	)		(973,836	)
Stock option expense		(36,350	)		—
Net loss	$	(1,813,525	)	$	(973,836	)
Basic and diluted loss per share before stock option expense	$	(.02	)	$	(0.01	)
Stock option expense per share		(.00	)		0.00
Basic and diluted loss per share	$	(0.02	)	$	(0.01	)

[4] Net loss per share:

Basic net loss per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the period. Potentially dilutive common shares of 7,044,672 and 3,831,568 for the three months ended March 31, 2006 and March 31, 2005 respectively, related to stock options and warrants were excluded from the diluted loss per share calculation because their effect would have been anti-dilutive.

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LEV PHARMACEUTICALS INC. AND SUBSIDIARY

(a development stage enterprise)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

[5] Investments:

Securities that the Company has the positive intent and ability to hold to maturity are classified as held-to-maturity and are carried at amortized cost on the balance sheets.

[6] Fixed assets:

Fixed assets are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the asset's estimated useful life, which is five years

NOTE C - INVESTMENTS

Investments with original maturities of 91 days to one year are considered short- term investments and are carried at cost. Investments as of March 31, 2006 consist of two United States Treasury Notes, which approximates fair value, and are due in less than one year.

NOTE D - FIXED ASSETS

Fixed assets, at cost, consist of the following:

	March 31, 2006			December 31, 2005
	(Unaudited)
Lab equipment	$	11,645		$	11,645
Office equipment		74,658			69,037
Total		86,303			80,682
Accumulated depreciation		(14,939	)		(10,760	)
	$	71,364		$	69,922

The Company recorded depreciation expense of $4,179 and $986 for the three months ended March 31, 2006 and March 31, 2005 respectively.

NOTE E - ACCRUED EXPENSE

Accrued expenses consisted of the following:

	March 31, 2006		December 31, 2005
	(Unaudited)
Research and development - sponsored research	$	140,800	$	125,000
Research and development - other		80,000		70,526
Research and development - clinical research organization		—		28,936
Research and development - payroll		—		16,655
Professional fees		45,800		64,311
Payroll - general and administrative		—		20,466
Other		7,130		26,142
	$	273,730	$	352,036

NOTE F - LOAN PAYABLE

The Company purchases its C1-INH product from the Sanquin Blood Supply Foundation (“Sanquin”). Under our agreement with Sanquin, Sanquin provides a loan to the Company for the value of C1-INH purchased. The loan is subject to a purchase money security interest. Upon regulatory approval, Sanquin will forgive each loan and release all security interests. If regulatory approval is not obtained, then each loan must be payable on the earlier of January 16, 2014 or the termination of the agreement. The principal loan balance outstanding as of March 31, 2006 was $1,090,064, net of discount of $381,802. This discount relates to interest imputed on the original loan balance as it is non-interest bearing and was recorded as a reduction to product costs included in research and development. The loans are payable in Euros and any currency differences are recorded in our Consolidated Statement of Operations. The Company has recorded interest expense using the effective interest rate method. Interest rates range from 4.31% to 7.08%. For the three months ended March 31, 2006 and March 31, 2005 respectively, interest expense recorded was $5,443 and $0. The amount included in research and development expense for the three months March 31, 2006 and March 31, 2005 was $375,359 and $0.

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LEV PHARMACEUTICALS INC. AND SUBSIDIARY

(a development stage enterprise)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE G- SUBSEQUENT EVENT

On May 4, 2006, the Company entered into a one-year consulting agreement for services to be provided by an investor relations firm. The Company issued 175,000 shares of stock and an additional 175,000 shares are issuable in six months if the agreement is not cancelled. The monthly fee is $10,000.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion should be read in conjunction with our condensed consolidated financial statements and notes to those statements. In addition to historical information, the following discussion and other parts of this quarterly report contain forward-looking information that involves risks and uncertainties.

Overview

We are a development stage biopharmaceutical company that was formed in July 2003 to focus on developing and commercializing therapeutic products for the treatment of inflammatory diseases. Our product candidates are based on C1-INH, a human plasma protein that mediates inflammation and is potentially applicable as a treatment for a range of medical indications. We initiated a Phase III clinical trial of our lead product candidate, C1-INH for the acute treatment of HAE, in March 2005. In November 2005, we initiated a Phase III clinical trial of C1-INH for the prophylactic treatment of HAE. In October 2005, we received fast track designation status by the FDA for the treatment of HAE. We are also developing C1-INH for the treatment of acute myocardial infarction (“AMI”) and selective other diseases and disorders in which inflammation is known or believed to play an underlying role. We have certain rights to C1-INH technology through agreements with Sanquin (“Sanquin”), an Amsterdam-based not-for-profit organization that provides blood and plasma products and related services, carries out research and provides education, primarily in the Netherlands.

From July 21, 2003 (inception) through March 31, 2006, we have not generated any revenue from operations. We expect to incur additional losses to perform further research and development activities. We do not currently have any commercial biopharmaceutical products, and do not expect to have such for a number of years, if at all.

As we do not expect to generate product revenues or profits over the next several years, management of cash flow is extremely important. The most significant use of our cash is for research and development activities, which include clinical trials and regulatory clearance. During the three months ended March 31, 2006, our research and development expenses were $1,096,187.

Merger Transaction

On November 5, 2004, Fun City Popcorn (“FCP”), its wholly-owned subsidiary, Lev Acquisition Corp. (“Lev Sub”) and Lev Development Corp., previously know as Lev Pharmaceuticals, Inc. (“Old Lev” or “LDC”), entered into the Agreement and Plan of Merger (as amended on December 8, 2004, the “Agreement”). On December 29, 2004, the merger closed and pursuant to the Agreement, Lev Sub merged into Old Lev and the combined entity became a wholly-owned subsidiary of FCP (the “Public Company Merger”). As a result of the Public Company Merger, FCP issued 5,029,795 shares of common stock and 4,789,433 shares of Series A convertible preferred stock to holders of outstanding Old Lev common stock.

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On December 29, 2004, the Board of Directors and stockholders of FCP approved a merger of FCP into a newly formed, wholly-owned subsidiary of FCP incorporated in Delaware (the “Recapitalization Merger”). This merger was undertaken to increase the authorized number of shares of common stock to permit the conversion of the Series A preferred stock, to reincorporate FCP in the State of Delaware and to change the name of the company. On February 17, 2005, the Recapitalization Merger closed and the issued and outstanding Series A Preferred Stock of FCP was automatically converted into an aggregate of 66,767,994 shares of common stock which, along with the 4,505,530 shares of FCP common stock outstanding prior to the Public Company Merger and the 5,029,795 shares of common stock issued to the Old Lev stockholders in the Public Company Merger, resulted in a total of 76,303,319 shares of common stock outstanding as of February 17, 2005. As part of the Recapitalization Merger, Old Lev changed its name to Lev Development Corp., FCP changed its name to Lev Pharmaceuticals, Inc. and we increased our authorized common stock to 200,000,000 shares and our preferred stock to 20,000,000 shares. As a result of these mergers, the stockholders of Old Lev acquired approximately 94% of our outstanding common stock.

The Public Company Merger, which resulted in the stockholders of Old Lev obtaining control of FCP, represents a recapitalization of FCP, or a “reverse merger”, rather than a business combination. In connection therewith, Old Lev's historical capital accounts were retroactively adjusted to reflect the equivalent number of shares issued by FCP while Old Lev's historical accumulated deficit was carried forward. The Statement of Operations reflects the activities of Old Lev from the commencement of its operations on July 21, 2003. In connection with the Agreement, Old Lev paid $350,000 for the acquisition of FCP including $283,731 to certain stockholders and assuming the outstanding tax liability of $66,269. In connection with these mergers, the exercise price of the outstanding warrants and options remained the same. We recorded a charge of approximately $75,000 for the change in value of our outstanding options and warrants as of December 29, 2004 as a result of the increase in the number of common shares into which these equity instruments are exercisable based on the exchange ratio used in the merger, since the aggregate intrinsic value of the warrants and options after the Exchange is greater than before. The Black-Scholes option-pricing model was used to calculate the value of certain options and warrants and the related charge based upon the following weighted average assumptions to determine fair value; risk-free interest rate of 3.58%; expected life of 5 years; dividend yield of 0% and expected volatility of 70%.

Financing Activities

In May 2005, we completed a private placement of units at a price of $50,000 per unit, with each unit consisting of 50,000 shares of common stock and a five-year warrant to purchase 25,000 shares of common stock at an exercise price of $1.35 per share. We sold 100.9 units for gross proceeds of $5,044,774. Our net proceeds were $4,365,097 after payment of fees and expenses, including registration costs. We paid $454,030 to the placement agent and issued warrants to the placement agent to purchase 681,044 shares of common stock. These warrants are immediately exercisable at $1.35 per share and expire in May 2010. We issued an aggregate of 5,044,774 shares of common stock and warrants to purchase 2,522,387 shares of common stock to investors in the private placement, not including the warrants issued to the placement agent.

Repricing of Options and Warrants

Following the Public Company and Reincorporation Mergers, in May 2005, our Board of Directors determined that the basis for the exchange of options and warrants to purchase common stock of Old Lev outstanding prior to the mergers for options and warrants to purchase our common stock should be changed. Though the number of shares issuable upon exercise of these options and warrants was increased, the parties to the merger did not proportionately reduce the exercise price of these options and warrants to account for the increase in the number of shares outstanding after the merger. The reduced exercise price of these warrants and options was calculated by multiplying the number of shares issuable upon exercise of these warrants and options prior to the mergers times the relevant exercise price, and then dividing that dollar amount by the new number of shares issuable upon exercise of these warrants and options after the mergers.

Prior to the Public Company Merger, warrants to purchase 66,667 and 39,000 shares of common stock were outstanding with exercise prices of $0.10 and $0.85 per share, respectively. Subsequently, pursuant to the exchange ratio in the Agreement, warrants to purchase 190,327 and 111,341 shares of common stock were outstanding with exercise prices of $0.10 and $0.85 per share, respectively. The Board believed this was unfair to the holders of the warrants and made a determination to treat the warrant holders on the same basis as the holders of common stock of Old Lev. Accordingly, in May 2005, the exercise price of outstanding warrants to purchase 190,327 shares was reduced from $0.10 to $0.04 per share, and the exercise price of other outstanding warrants to purchase 111,341 shares was reduced from $0.85 to $0.30 per share. At the date of this repricing, we recognized a charge to operations of approximately $28,000 for the incremental value of these warrants based upon the Black Scholes option pricing model.

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In addition, prior to the Public Company Merger, stock options to purchase 500,000 shares of common stock at an exercise price of $0.85 per share were held by each of Joshua D. Schein, Ph.D., our Chief Executive Officer, and by Judson Cooper, our Chairman. Subsequently, pursuant to the exchange ratio in the Agreement, each person’s options were converted into options to purchase 1,427,450 shares of common stock with an exercise price of $0.85 per share (an aggregate of 2,854,900 shares). In May 2005, in addition to repricing the warrants, the Board further determined, subject to obtaining stockholder approval at our next annual meeting, to reduce the exercise price of these options from $0.85 to $0.30 per share. The Board made the determination to seek stockholder approval because it believed that stockholder approval was necessary to reduce the exercise price of such options under the terms of our 2004 Omnibus Incentive Compensation Plan. In addition, the Board believed that the repricing of these options should be subject to stockholder approval because the reduction in exercise price of the stock options directly benefits our Chief Executive Officer and Chairman. However, it should be noted that our Chief Executive Officer and Chairman are also principal stockholders who voted on this proposal. The stockholders approved this repricing at the annual meeting held on December 12, 2005. Presently, Messrs. Schein and Cooper each own options to purchase 1,427,450 shares of common stock at an exercise price of $0.30 per share as opposed to the prior exercise price of $0.85 per share. If they exercise all of these options, Messrs. Schein and Cooper would realize a cash savings of, and the proceeds we would receive would be reduced by, $785,098 for each of them. A charge of $1,427,450 was recorded to our Consolidated Statement of Operations based upon our stock price when our stockholders approved the repricing at the stockholders' meeting and subsequent changes to our stock price through December 31, 2005. These charges ceased upon the adoption of SFAS No. 123R on January 1, 2006.

Plan of Operation

Our plan of operation for the next twelve months is to focus primarily on our Phase III clinical trials of our lead product candidate, C1-INH for the acute and prophylactic treatment of HAE. In addition, we intend to initiate a research program in 2006 for the development of a genetically engineered or recombinant version of C1-INH to be used in the treatment of AMI.

Satisfaction of Cash Resources

We believe that our cash, cash equivalents and investment of $4,338,755 as of March 31, 2006, will not be sufficient to meet our cash requirements for the next twelve months. We have cash commitments through December 31, 2006 of approximately $1,510,000 as disclosed in our 10-KSB to primarily fund our clinical research organization and executive employment contracts. A significant expense for the Phase III clinical trials is the C1-INH product that we purchase from Sanquin. However, this does not affect our cash position because Sanquin has granted a continuing loan to us in the amount of the aggregate purchase price of the C1-INH product. Each loan will be forgiven if regulatory approval is obtained. If regulatory approval is not received, then each loan is payable on the earlier of January 16, 2014 or the termination of the Sanquin distribution agreement. We expect to increase our expenditures for the Phase III clinical trials over the next twelve months. We also expect that our general and administrative expenses and will increase for the next year as we hire additional marketing staff.

To date, we have relied solely upon selling equity securities in private placements to generate cash to implement our plan of operations. We will need additional funding to complete the development and commercialization of our product candidates. To raise additional funds, we intend to either undertake private placements of our securities, either as a self-offering or with the assistance of registered broker-dealers, or negotiate a private sale of our securities to one or more institutional investors. We currently have no firm agreements with any third-parties for financing arrangements and no assurances can be given that we will be successful in raising additional capital from any proposed financings. Further, we cannot assure you that any additional financing will be available or, even if it is available that it will be on terms acceptable to us. If we raise additional funds by selling shares of Common Stock or convertible securities, the ownership of our existing shareholders will be diluted. Further, if additional funds are raised though the issuance of equity or debt securities, such additional securities may have powers, designations, preferences or rights senior to our currently outstanding securities. Any inability to obtain required financing on sufficiently favorable terms could have a material adverse effect on our business, results of operations and financial condition. If we are unsuccessful in raising additional capital and generating revenues from operations, we will need to reduce costs and operations substantially. Further, if expenditures required to achieve our plans are greater than projected or if revenues are less than, or are generated more slowly than, projected, we will need to raise a greater amount of funds than currently expected.

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Research/Product Programs

Hereditary Angioedema

In January 2004, we entered into a distribution and manufacturing services agreement with Sanquin relating to the treatment of HAE. Sanquin currently manufactures and markets a highly purified preparation of C1-INH in Europe and pursuant to the agreement, Sanquin agreed to provide us with C1-INH for use in our clinical trials and for commercial distribution upon regulatory licensure. Pursuant to the agreement, we have distribution rights in Israel and all countries in North, Central and South America, with the exception of the Dutch Overseas Territories, Argentina and Brazil.

Under the distribution agreement, it is our responsibility to conduct the Phase III clinical trials of C1-INH for the treatment of HAE and to prepare and file all regulatory applications necessary to register the product candidate. Sanquin agreed to provide us with the technical data and support necessary to assist us in preparing and filing all such regulatory applications.

Furthermore, Sanquin agreed to supply C1-INH for our Phase III clinical trials. Upon receipt of FDA approval for our product candidate for the treatment of HAE, upon commercial launch of this product and thereafter during the term of the agreement, Sanquin will supply us with our commercial requirements for C1-INH for the treatment of HAE in each country where we have received regulatory approval. Our purchase of C1-INH from Sanquin is subject to minimum annual purchase requirements upon receipt of FDA approval.

We initiated a Phase III clinical trial of C1-INH for the acute treatment of HAE in March 2005. In November 2005, we initiated a phase III clinical trial for C1-INH for the prophylactic treatment of HAE. In July 2004, we received orphan drug designation from the FDA for C1-INH (human), which, upon product licensure by the FDA, could provide us with a seven-year exclusive right to market our C1-INH product as a treatment for HAE in the United States. In October 2005, we received fast track designation status from the FDA.

Acute Myocardial Infarction

We entered into a separate license agreement with Sanquin on January 27, 2004 relating to the treatment of AMI. Under this agreement, we have an exclusive, worldwide, royalty-bearing license, with the right to sublicense, to the use of C1-INH for the treatment of AMI. In connection with the license agreement, we paid Sanquin certain fees and reimbursed Sanquin expenses. In addition, we have an obligation to pay Sanquin royalties on sales of products incorporating the licensed technology.

This second development program is focused on the use of C1-INH in treating AMI. Current treatments for AMI, both surgical and pharmaceutical, are directed at restoring blood flow to heart tissue or preventing further obstruction. Despite a widespread appreciation for the role of inflammation in AMI in both the scientific and medical communities, no presently available treatments directly target the mechanisms of inflammation. Based on preliminary animal and clinical data, we believe that C1-INH may be useful as a treatment for AMI. We intend to initiate a research program in 2006 for the development of a genetically engineered or recombinant version of C1-INH to be used in the treatment of AMI. In 2007, we may initiate studies for C1-INH in treating AMI, if we obtain additional funding and if we are able to acquire additional C1-INH product from Sanquin. There can be no assurance that we will raise any additional funds or that we will acquire the resources needed to conduct further research and trials for the treatment of AMI.

The following analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and notes contained elsewhere in this Form 10-QSB.

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Results of Operations

Three Months Ended March 31, 2006 as compared to the Three Months Ended March 31, 2005

We had no revenues during the three months ended March 31, 2006 and March 31, 2005 because we do not have any commercial biopharmaceutical products.

Research and development expenses for the three months ended March 31, 2006 were $1,096,187 as compared to $446,165 for the three months ended March 31, 2005. The increase of $650,022 primarily represents expenses relating to the Phase III clinical trials. In March 2005, we initiated a Phase III clinical trial for the acute treatment of HAE. In November 2005, we initiated a Phase III clinical trial of C1-INH for the prophylactic treatment of HAE.

General and administrative costs were $753,850 for the three months ended March 31, 2006 as compared to $548,757 for the three months ended March 31, 2005. The increase of $205,093 is primarily due to increases in payroll and related benefits, investor relations, branding, and share-based compensation for employee options.

Interest income was $41,955 for the three months ended March 31, 2006 as compared to $21,086 for the three months ended March 31, 2005. The increase of $20,869 is attributed to obtaining higher interest rates on cash invested for the three months March 31, 2006.

Due to the factors mentioned above, the net loss for the three months ended March 31, 2006 was $1,813,525 or a loss of $ 0.02 per common share, basic and diluted as compared to a loss of $973,836 for the three months ended March 31, 2005 or a loss of $0.01 per common share, basic and diluted.

Liquidity and Capital Resources

As of March 31, 2006, we had cash, cash equivalents and investments of $4,338,755 and working capital was $3,923,223. Net operating cash used in operations was $1,635,047 for the three months ended March 31, 2006 and was primarily due to our loss of $1,813,525. Pursuant to the Sanquin loan agreement, purchases made during our Phase III clinical trials are added to our loans and we are not required to make any principal payments. As of March 31, 2006, our commitment to Sanquin is approximately $4,100,000 during the trial period. We received a price increase of C1-INH effective March 1, 2006. The loans will be forgiven when regulatory approval from the FDA is received. If we do not receive regulatory approval, then the loans are repayable on the earlier of January 16, 2014, or the termination of the Agreement. The loans do not bear interest and we impute interest using the effective interest rate method. Cash provided by investing activities for the year ended March 31, 2006 was $1,494,379 primarily resulting from proceeds from investments.

Our distribution agreement with Sanquin terminates on December 31, 2007, unless extended by us for up to two three-year periods or by mutual agreement of the parties prior to its expiration. Commencing with the receipt of FDA regulatory approval of C1-INH and thereafter, we must purchase from Sanquin a minimum amount of C1-INH valued in Euros equal to be approximately $9,100,000 (as of March 31, 2006) per calendar year.

In connection with the license agreement with Sanquin for the treatment of AMI we are required to create a comprehensive research plan for the commercial exploitation of the licensed technology. We continue to work with Sanquin on the design of the research plan. We agreed to commit a minimum of $125,000 per annum during the first three years following the execution of the license agreement toward research on the licensed technology conducted by Sanquin and by other parties. To date, we have funded approximately $141,000 to third parties engaged in this research. We also have an obligation to pay Sanquin royalties on sales of products incorporating the technology.

On March 2, 2005, we entered into a CRO services agreement with INC Research which governs INC Research’s provision of services in connection with the support of clinical investigation, management and/or research of our Phase III clinical trial. It is estimated that we will pay INC Research approximately $700,000 for its services in 2006 and 2007.

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In February and March 2004, we received proceeds in a private placement of $7,968,495, net of issuance costs of $51,465, from the sale of 3,425,879 shares of common stock at $0.26 per share and from the sale of 23,913,848 shares of common stock at $0.30 per share. In December 2003, we received proceeds in a private placement of $300,000 through the sale of 1,141,960 shares of common stock at $0.26 per share.

We have cash commitments for the 2006 fiscal year of approximately $1,510,000 primarily to fund our clinical research organization and executives’ employment contracts.

To date, we have relied primarily upon selling equity securities from private placements to generate cash to implement our plan of operations. We believe that our cash and cash equivalents will not be sufficient to meet our cash requirements for the next twelve months. Our capital resources are focused on the clinical development and regulatory approval of C1-INH for the treatment of HAE. We will need additional funding to complete these activities and have been pursuing funding options to meet our goals. We cannot be certain that additional funding will be available on acceptable terms, or at all. To raise additional funds, we intend to either undertake private placements of our securities. However, we currently have no firm agreements with any third-parties for any financing arrangements and no assurances can be given that we will be successful in raising additional capital from any proposed financings. Further, we cannot assure you that any additional financing will be available or, even if it is available that it will be on terms acceptable to us. If we raise additional funds by selling shares of Common Stock or convertible securities, the ownership of our existing shareholders will be diluted. Further, if additional funds are raised though the issuance of equity or debt securities, such additional securities may have powers, designations, preferences or rights senior to our currently outstanding securities. Any inability to obtain required financing on sufficiently favorable terms could have a material adverse effect on our business, results of operations and financial condition. If we are unsuccessful in raising additional capital and increasing revenues from operations, we will need to reduce costs and operations substantially.

COMMITMENTS AND CONTINGENCIES

In our Annual Report on Form 10-KSB for the year ended December 31, 2005 under the heading “Contractual Obligations,” we outlined our commitments and contingencies. For the quarter ended March 31, 2006, there have been no material changes in our commitments and contingencies.

OFF -BALANCE SHEET ARRANGEMENTS

We had no off-balance sheet arrangements as of March 31, 2006 with the exception of our office lease. As of December 31, 2005, our remaining obligation under this lease was $46,365.

CRITICAL ACCOUNTING ESTIMATES

In our Annual Report on Form 10-KSB for the year ended December 31, 2005, our most critical accounting policies and estimates upon which our financial status depends upon were identified as those relating to income taxes, stock based compensation and research and development cost . We reviewed our policies and determined that those policies remain our most critical accounting policies for the quarter ended March 31, 2006. On January 1, 2006 we adopted stock-based compensation (SFAS No. 123(R)). See Note B (3) to our Condensed Consolidated Financial Statements for a discussion of the impact on our company of adopting SFAS No. 123(R).

ITEM 3. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our chief executive officer and principal accounting officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. There have been no changes in our internal control over financial reporting during the quarter ended March 31, 2006 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not currently a party to, nor are any of our property currently the subject of, any pending legal proceeding.

ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

On February 19, 2006, we issued warrants to purchase 50,000 shares of common stock at $1.10 per share that vest immediately and expire in three years, to consultants to perform public and investor relations services. These securities were issued in reliance on Section 4(2) of the Securities Act of 1933.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

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

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6. EXHIBITS

The following exhibits are filed herewith or incorporated by reference.

		Incorporated by Reference

Exhibit Number	Exhibit Description	Form	Dated	Exhibit	Filed Herewith

31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				X

31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				X

32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				X

32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				X

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	LEV PHARMACEUTICALS, INC.

May 11, 2006	By:	/s/ Joshua D. Schein, Ph.D.
		Joshua D. Schein, Ph.D. Chief Executive Officer



May 11, 2006	By:	/s/ Douglas J. Beck
		Douglas J. Beck Chief Financial Officer

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Exhibit 31.1

CERTIFICATIONS

I, Joshua D. Schein, Ph.D. certify that:

1) I have reviewed this quarterly report on Form 10-QSB of Lev Pharmaceuticals, Inc.

2) Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3) Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4) The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) [Paragraph omitted in accordance with SEC transition instructions contained in SEC Release 34-47986]

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions);

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 11, 2006		/s/ Joshua D. Schein, Ph.D.
		Joshua D. Schein, Ph.D.
		Chief Executive Officer

Exhibit 31.2

CERTIFICATIONS

I, Douglas J. Beck, certify that:

1) I have reviewed this quarterly report on Form 10-QSB of Lev Pharmaceuticals, Inc.

b) [Paragraph omitted in accordance with SEC transition instructions contained in SEC Release 34-47986]

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 11, 2006		/s/ Douglas J. Beck
		Douglas J. Beck
		Chief Financial Officer

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

LEV PHARMACEUTICALS, INC.

FORM 10-QSB FOR THE THREE MONTHS ENDED MARCH 31, 2006

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I am the Chief Executive Officer of Lev Pharmaceuticals, Inc., a Delaware corporation (the “Company”). I am delivering this certificate in connection with the Form 10-QSB of the Company for the three months ended March 31, 2006 and filed with the Securities and Exchange Commission (“Form 10-QSB”).

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I hereby certify that, to the best of my knowledge, the Form 10-QSB fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Form 10-QSB fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 11, 2006		/s/ Joshua D. Schein, Ph.D.
		Joshua D. Schein, Ph.D.
		Chief Executive Officer

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL

LEV PHARMACEUTICALS, INC.

FORM 10-QSB FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2005

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I am the Chief Financial Officer of Lev Pharmaceuticals, Inc., a Delaware corporation (the “Company”). I am delivering this certificate in connection with the Form 10-QSB of the Company for the three months ended March 31, 2006 and filed with the Securities and Exchange Commission (“Form 10-QSB”).

Date: May 11, 2006		/s/ Douglas J. Beck
		Douglas J. Beck
		Chief Financial Officer