8-K

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

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)      May 4, 2005

ENCISION, INC.

(Exact name of registrant as specified in its charter)

Colorado	0-28604	84-1162056
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6797 Winchester Circle, Boulder, Colorado	80301
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code     (303) 444-2600

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02     Results of Operations and Financial Condition

                     The following information is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition,” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

                     On May 4, 2005, ENCISION, INC., issued a press release announcing its financial results for the fourth quarter ended March 31, 2005.  A copy of the press release is attached hereto as Exhibit 99.1.

                     The information contained in this Current Report, including the exhibit, shall not be incorporated by reference into any filing of ENCISION, INC., whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01     Financial Statements and Exhibits.

(c)     Exhibits.

99.1              Press Release issued by ENCISION, INC., May 4, 2005.

SIGNATURES

          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.

	ENCISION, INC.
	(Registrant)
Date May 4, 2005
	/s/ MARCIA K. MCHAFFIE
	Marcia K. McHaffie
	Controller
	Principal Accounting Officer

EX-99.1

Exhibit 99.1

Encision Reports FY 2005 Results

          BOULDER, Colo., May 4 /PRNewswire-FirstCall/ -- Encision Inc. (Amex: ECI), a medical device company with patented surgical technology emerging as a standard of care in minimally-invasive surgery, reported its financial results for its fiscal year ended March 31, 2005 and fiscal year 2005 fourth quarter.

          Revenue for the fiscal year ended March 31, 2005 of $8,054,000 represented an 11 percent increase over prior fiscal year’s revenue of $7,286,000.  Net loss of $(595,000) or $.10 per share for the current fiscal year compares to net income of $5,000 or $.00 per share for the prior fiscal year.  The net loss for FY 2005 included, in the first quarter, a one-time expense of approximately $201,000 (including attorney and arbitrator fees) for resolution of an arbitration dispute with one of Encision’s distributors.  Gross Profit Margin for FY 2005 was 58 percent as compared to 59 percent the prior fiscal year.

          The Company achieved net revenue for its fourth quarter ended March 31, 2005 of $2,127,000, an 11 percent increase over revenue of $1,913,000 for the quarter ended March 31, 2003.  The Company reported a net loss of $(104,000) or $(.02) per share for the current quarter which compares to a net loss of $(65,000) or $(.01) per share for last year’s fourth quarter.

           “During the fiscal year just ended, Encision made substantial investments in its quality systems, product development and distribution,” said Jack Serino, President and CEO of Encision.  “These initiatives are intended to increase customer satisfaction and retention while pursuing a more direct sales focus.

           “During this new fiscal year, we will introduce product enhancements and continue to expand our direct sales presence in order to realize this Company’s potential.”

          Encision Inc. designs and manufactures innovative surgical devices that allow the surgeon to optimize technique and patient safety during a broad range of surgical procedures.  Based in Boulder, Colorado, the Company pioneered the development of patented AEM(R) Laparoscopic Instruments to improve electrosurgery and reduce the chance for patient injury in minimally invasive surgery.

          In accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the Company notes that statements in this press release and elsewhere that look forward in time, which include everything other than historical information, involve risks and uncertainties that may cause actual results to differ materially from those indicated by the forward-looking statements.  Factors that could cause the Company’s actual results to differ materially include, among others, its ability to increase revenues through the Company’s distribution channels, insufficient quantity of new account conversions, insufficient cash to fund operations, scale up production to meet delivery obligations, delay in developing new products and receiving FDA approval for such new products and other factors discussed in the Company’s filings with the Securities and Exchange Commission.

          CONTACT:  Marcia McHaffie, Encision Inc., 303-444-2600, mmchaffie@encision.com.

ENCISION INC.
Results of Operations
(Unaudited)

	For Year Ended March 31,
	2005			2004
Net Revenue	$	8,054,000		$	7,286,000
Cost of Revenue		3,381,000			3,006,000
Gross Profit		4,673,000			4,280,000
Gross Margin		58	%		59	%
Operating Expenses		5,272,000			4,272,000
Operating Income (Loss)		(599,000	)		8,000
Net Income (Loss)	$	(595,000	)	$	5,000
Net Income (Loss) per Share	$	(.10	)	$	.00

	For Fourth Quarter Ended March 31,
	2005			2004
Net Revenue	$	2,127,000		$	1,913,000
Cost of Revenue		849,000			769,000
Gross Profit		1,278,000			1,144,000
Gross Margin		60	%		60	%
Operating Expenses		1,386,000			1,210,000
Operating (Loss) Income		(108,000	)		(66,000	)
Net (Loss) Income	$	(104,000	)	$	(65,000	)
Net (Loss) Income per Share	$	(.02	)	$	(.01	)

ENCISION INC.
Condensed Balance Sheets
(Unaudited)

	March 31, 2005		March 31 2004
Cash and Cash Equivalents	$	1,472,000	$	1,357,000
Current Assets		3,653,000		3,432,000
Total Assets		4,107,000		3,884,000
Current Liabilities		1,133,000		839,000
Shareholders’ Equity		2,974,000		3,030,000
Total Liabilities and Shareholders’ Equity	$	4,107,000	$	3,884,000

SOURCE  Encision Inc.
    -0-                             05/04/2005
    /CONTACT:  Marcia McHaffie of Encision Inc., +1-303-444-2600,
mmchaffie@encision.com/