Form: 3

Initial statement of beneficial ownership of securities

May 17, 2005

Documents

FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Ahn Chang Ho
 2. Date of Event Requiring Statement (Month/Day/Year)
05/13/2005		 3. Issuer Name and Ticker or Trading Symbol
REXAHN PHARMACEUTICALS, INC. [RXHN]
(Last)
(First)
(Middle)
9620 MEDICAL CENTER DRIVE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

ROCKVILLE, MD 20850		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock (1) 13,500,000
D
 
Common Stock (1) 500,000
I
Held by wife, Inok Ahn

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option: (right to buy) (2)   (3) 01/20/2015 Common Stock 1,000,000 $ 0.24 D  
Stock Option: (right to buy) (2)   (3) 01/20/2015 Common Stock 500,000 $ 0.24 I Held by wife, Inok Ahn

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ahn Chang Ho
9620 MEDICAL CENTER DRIVE
ROCKVILLE, MD 20850		   X   X   Chief Executive Officer  

Signatures

/s/ Ted T.H. Jeong as attorney-in-fact for Chang H. Ahn 05/17/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These shares were acquired pursuant to the Agreement and Plan of Merger (the "Merger Agreement") among the Issuer, Rexahn, Corp and the wholly-owned subsidiaries of the Issuer, whereby each share of Rexahn, Corp's common stock was converted into the right to receive five shares of the Issuer's common stock.
(2) These options were acquired pursuant to the Merger Agreement, whereby each outstanding option of Rexahn, Corp was converted into five options to purchase shares of Issuer common stock. Such new option is otherwise subject to the same terms of the original option, except that the exercise price per share of Issuer common stock under the Issuer option is equal to the exercise price per share of Rexahn, Corp common stock under the original option, divided by five (rounded up to the nearest hundredth of a cent; provided, however, that in no event is the exercise price per share of any Issuer common stock less than $.0001).
(3) The options vest and become exercisable as to 30% of the options on January 20, 2006; another 30% of the options on January 20, 2007; and the remaining 40% of the options on January 20, 2008.
 
Remarks:
Ted T.H. Jeong is signing on behalf of Chang H. Ahn pursuant to a power of attorney filed as an Exhibit hereto.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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