UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

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ü	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	ACT OF 1934
For the quarterly period ended: February 29, 2016
For the quarterly period ended: November 30, 2015
or
	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	ACT OF 1934
For the transition period from: _____________ to _____________

Commission File Number: 0-10035

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LESCARDEN, INC.

(Exact name of registrant as specified in its charter)

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

420 Lexington Ave. Ste 212, New York 10170

(Address of Principal Executive Office) (Zip Code)

(212) 687-1050

(Registrant’s telephone number, including area code)

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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
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 such filing requirements for the past 90 days.
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.					ü	Yes		No
					þ	Yes	o	No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
and post such files).						Yes		No
					þ	Yes	o	No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer	o		Accelerated filer				o
Non-accelerated filer	o	(Do not check if a smaller	Smaller reporting company				üþ
		reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
						Yes	ü	No
					o	Yes	þ	No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class				Outstanding January 12, 2016
Common Stock $.001 par value				63,622,316

Class		Outstanding April 14, 2016
Common Stock $.001 par value		63,622,316

TABLE OF CONTENTS

Page PART I – FINANCIAL INFORMATION Item 1. Financial Statements. 1 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 45 Item 3. Quantitative and Qualitative Disclosures About Market Risk. 6 Item 4. Controls and Procedures. 6 PART II – OTHER INFORMATION Item 1. Legal Proceedings. 7 Item 1A. Risk Factors. 7 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 7 Item 3. Defaults Upon Senior Securities. 7 Item 4. Submission of Matters to a Vote of Security Holders. 7 Item 5. Other Information. 7 Item 6. Exhibits. 7 SIGNATURES 8

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

LESCARDEN INC.

CONDENSED BALANCE SHEETS (UNAUDITED)

	November 30, 2015			May 31, 2015
	February 29, 2016			May 31, 2015
ASSETS
Current assets:
Cash and cash equivalents	$	736,~~347~~039		$	37,207
Accounts receivable		1,~~640~~513			48,902
Inventory		85157,~~770~~944			83,586
Total current assets		94195,~~757~~496			169,695
Deferred income tax asset, net of valuation allowance of $1,659,000 and $1,630,000 at November 30, 2015 and May 31, 2015 respectively		––			––
Deferred income tax asset, net of valuation allowance of $1,657,000 and $1,630,000 at February 29, 2016 and May 31, 2015 respectively		––			––
Total assets	$	94195,~~757~~496		$	169,695
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	182,536		$	172,846
Accounts payable and accrued expenses	$	276,925		$	172,846
Shareholder loan		268,765			268,765
Total liabilities		~~451~~545,~~301~~690			441,611
Stockholders' deficit
Convertible preferred stock - $.02 par value, authorized 2,000,000 shares, issued and outstanding 92,000 shares		1,840			1,840
Common stock - $.001 par value, authorized 200,000,000 shares, 63,622,316 issued and outstanding at November 30, 2015 and May 31, 2015		63,622			63,622
Common stock - $.001 par value, authorized 200,000,000 shares, 63,622,316 issued and outstanding at February 29, 2016 and May 31, 2015		63,622			63,622
Additional paid-in capital		17,505,936			17,505,936
Accumulated deficit		(17,~~927~~921,~~942~~592	)		(17,843,314	)
Stockholders' deficit		(~~356~~350,~~544~~194	)		(271,916	)
Total liabilities and stockholders' deficit	$	94195,~~757~~496		$	169,695

See notes to financial statements

LESCARDEN INC.

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

	For the three months Ended November 30,						For the six months Ended November 30,
	For the three months Ended February 29,			For the three months Ended February 28,			For the nine months Ended February 29,			For the nine months Ended February 28,
	2015			2014			2015			2014
	2016			2015			2016			2015
Revenues:
Product sales	$	1069,~~422~~902		$	~~165~~23,~~023~~396		$	42112,~~519~~421		$	~~171~~194,~~270~~667
License fees		––			1,500			––			34,~~000~~500
Total revenues		1069,~~422~~902			~~166~~24,~~523~~896			42112,~~519~~421			~~174~~199,~~270~~167
Costs and expenses:
Cost of sales		14,~~411~~655			425,~~078~~816			27,~~815~~471			4349,~~309~~124
Salaries		207,~~527~~088			1330,~~838~~329			4148,~~259~~347			4171,~~099~~428
Professional fees and consulting		926,~~700~~970			2415,~~297~~501			4976,~~165~~135			6075,~~209~~711
Rent and office expense		53,~~555~~721			3127,~~187~~445			812,~~947~~667			6289,~~400~~845
Insurance		75,~~178~~780			126,~~933~~131			2025,~~125~~905			2430,~~801~~933
Commission		––2,675			~~10,743~~—			––2,675			10,743
Other administrative expenses		112,~~366~~663			121,~~464~~413			417,~~836~~499			1314,~~210~~623
Total costs and expenses		4563,~~737~~552			~~147~~86,~~540~~635			~~127~~190,~~147~~699			~~255~~342,~~771~~407
Net (loss) income	$	(35,315	)	$	18,983		$	(84,628	)	$	(81,501	)
Net income (loss)	$	6,350		$	(61,739	)	$	(78,278	)	$	(143,240	)
Net (loss) income per share – basic and diluted	$	(0.00	)	$	0.00		$	(0.00	)	$	(0.00	)
Net income (loss) per share – basic and diluted	$	0.00		$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average number of common shares outstanding – basic and diluted		63,622,316			63,622,316			63,622,316			63,622,316

See notes to financial statements

LESCARDEN INC.

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

	For the six months Ended November 30,
	For the nine months Ended February 29,			For the nine months Ended February 28,
	2015			2014
	2016			2015
Cash flows from operating activities:
Net loss	$	(8478,~~628~~278	)	$	(81143,~~501~~240	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities
Decrease (increase) in accounts receivable		47,~~262~~389			(~~157~~1,~~490~~250	)
(Increase) decrease in inventory		(274,~~184~~358	)		2523,~~324~~557
Increase in accounts payable and accrued expenses		9104,~~690~~079			8580,~~486~~820
Decrease in deferred license fees		—			(34,~~000~~500	)
Net cash used in operating activities		(291,~~860~~168	)		(~~131~~44,~~181~~613	)
Cash flows from financing activities:
Proceeds from shareholder loan		—			~~129~~154,000
Cash provided by financing activities		—			~~129~~154,000
Decrease in cash		(29,860	)		(2,181	)
(Decrease) increase in cash		(1,168	)		109,387
Cash - beginning of period		37,207			10,432
Cash – end of period	$	736,~~347~~039		$	8119,~~251~~819

See notes to financial statements

LESCARDEN INC .

(UNAUDITED) NOTES TO FINANCIAL STATEMENTS ~~(UNAUDITED)~~

~~November 30~~February 29, ~~2015~~2016

Note 1 - General:

The accompanying condensed financial statements include all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods. All such adjustments are of a normal recurring nature. The statements have been prepared in accordance with the requirements for Form 10-Q and, therefore, do not include all disclosures or financial details required by generally accepted accounting principles. These condensed financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended May 31, 2015. The results of operations for the interim periods are not necessarily indicative of results to be expected for a full year's operations.

Note 2 – Going Concern:

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability of assets and the satisfaction of liabilities that might be necessary should the Company be unable to continue as a going concern. As shown in the financial statements, the Company incurred a loss from operations for the ~~six~~nine months ended ~~November 30~~February 29, ~~2015~~2016 of $78,278 and has a stockholders’ deficiency ~~and~~of ~~a working capital deficiency~~$350,194. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s plan and ability to continue as a going concern is primarily dependent upon its ability to establish and maintain consistent production volumes to fulfill existing sales orders. Alternative sources of supply ~~are~~continue ~~being~~to be evaluated so that manufacturing and production disruptions can be minimized in the future. There can be no assurance that the Company will be able to establish an alternative source of supply ~~and~~to ~~maintain~~meet ~~consistent~~demand. The ~~production~~establishment ~~volumes~~of toan ~~meet~~alternative ~~demand~~source of supply may require additional expenditures given the uncertainties associated with the regulatory and financial issues involved.

Note 3 – Inventory:

At ~~November~~February 3029, ~~2015~~2016, inventory of $85157,~~770~~944 consisted of $3431,~~059~~497 of finished goods and $51126,~~711~~447 of raw materials.

Note 4 – Related Party Transactions:

Pursuant to an agreement with a director of the Company, sales commission expense of $2,675 for services rendered in connection with the sale of Citrix in Europe was paid during the nine months ended February 29, 2016.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Results of Operations:

The results of operations for the three and ~~six~~nine ~~month~~months ~~periods~~ ended ~~November 30~~February 29, ~~2014~~2016 reflect ~~decreased sales and operating losses due to~~ an ongoing production outage., Preliminary testing of product samples from an alternative supplier suggests that the Company will be able to resume production operations within the next six months. Regulatory certification of the new suppler is required prior to product shipment which ~~could~~has ~~further~~delayed ~~delay the~~ fulfillment of ~~existing~~customer purchase orders ~~after the resumption of production operations~~. ~~Revenues for the six-months ended November 30, 2015 consisted solely of sales of skin-care and nutritional supplements~~

Three months ended ~~November 30~~February 29, ~~2015~~2016 compared to ~~November 30~~February 28, ~~2014~~2015

~~Skin~~The ~~care~~Company’s ~~and~~revenues ~~nutritional~~increased ~~supplement~~in ~~product~~the ~~sales~~fiscal ~~decreased~~quarter ended February 29, 2016 by $145,~~130~~006 or ~~9.78~~181% due to the shipment of repurposed product with an inventory cost value of zero, which reduced cost of sales as a percent of sales to 7% for the three months ended ~~November~~February 3029, ~~2015~~2016 compared towith ~~November~~23% 30during the three months ended February 28, ~~2014~~2015.

Non-direct costs and expenses during the three months ended ~~November~~February 3029, ~~2014~~2016 were ~~$61,136 or 58~~27% lower than those of the comparative prior-year period due to decreases in salaries and rent ~~expense,~~expenses ~~professional~~offset ~~fees,~~by increases in other administrative expenses associated with shipping and ~~insurance~~professional offees ~~$25,632,~~associated ~~$14,597,~~with ~~$11,098~~accounting ~~and~~expenses ~~$5,755~~which ~~respectively~~returned ~~offset~~to byhistorical ~~increased~~monthly ~~payroll~~averages ~~expenses~~after ofa 4845% ordecrease $6during the quarter ended February 28,~~689~~ 2015.

~~Six~~Nine months ended ~~November~~February 3029, ~~2015~~2016 compared to ~~November~~February 3028, ~~2014~~2015

~~Decreased~~The ~~Catrix~~Company’s ~~sales~~revenues ofdecreased ~~$153,472~~in ~~for~~ the ~~six~~nine months ended ~~November~~February 3029, 2016 compared to February 28, 2015 ~~resulted~~by in43% anor ~~increase~~$86,746 indue to the ~~net~~Company’s ~~loss~~inability to reestablish production operations. Cost of sales as a percent of sales decreased to 7% for the ~~six~~nine months ended ~~November~~February 3029, ~~2015~~2016 offrom $325% for the nine months ended February 28,~~127~~ ~~compared~~2015 due to ~~November~~the 30use of repurposed raw materials for order fulfillment during the nine months ended February 29, ~~2014~~2016.

Liquidity and Capital Resources

As of ~~November 30~~February 29, ~~2015~~2016, the Company’s liabilities exceeded its assets by $~~356~~350,~~544~~194. The Company’s cash and cash equivalents balance decreased by $291,~~860~~168 in the ~~six~~nine months ended ~~November 30~~February 29, ~~2015~~2016 to $736,~~347~~039.

The Company has no material commitments for capital expenditures at ~~November 30~~February 29, ~~2015~~2016.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not required for smaller reporting company.

Item 4. 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 quarterly report on Form 10-Q.

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 quarterly report on Form 10-Q.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

None.

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

None

Item 3. Defaults Upon Senior Securities.

None.

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

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit No.		Description
31		Certification pursuant to Exchange Act Rule 13a – 14 (a)/15d-14(a)
32		Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002

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 thereunto duly authorized.

LESCARDEN INC. (Registrant)

	LESCARDEN INC.

Date: April 14, 2016	By:	/s/ William E. Luther
		William E. Luther
		Chief Executive and Chief Financial Officer

~~Date: January 12, 2016~~8

/s/ William E. Luther William E. Luther Chief Executive and Chief Financial Officer

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