UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10–-Q

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✓	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
For the quarterly period ended: August 31, 2016
For the quarterly period ended: November 30, 2016
or
	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	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. ~~Suite~~Ste 300, 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 theSecurities 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.				✓☒	Yes	☐	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
and post such files).				☒	Yes	☐	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	☐		Accelerated filer			☐
Non-accelerated filer	☐	(Do not check if a smaller	Smaller reporting company			✓☒
		reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
					Yes	✓	No
				☐	Yes	☒	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 October 14, 2016~~				Outstanding January 12, 2017
Common Stock $.001 par value		~~63,622,316~~				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.	4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	5
Item 4.	Controls and Procedures.	5
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	6
Item 1A.	Risk Factors.	6
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	6
Item 3.	Defaults Upon Senior Securities.	6
Item 4.	(Removed and Reserved).	6
Item 5.	Other Information.	6
Item 6.	Exhibits.	6
SIGNATURES		7

Page

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements. 1 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 4 Item 3. Quantitative and Qualitative Disclosures About Market Risk. 6 Item 4. Controls and Procedures. 6 PART I II – ~~FINANCIAL~~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

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

LESCARDEN INC.

CONDENSED BALANCE SHEETS (UNAUDITED)

	August 31, 2016	May 31, 2016
	November 30, 2016	May 31, 2016
ASSETS
Current assets:
Cash and cash equivalents	$27166,~~299~~613	$4,252
Accounts receivable	~~294~~12,~~647~~956	1,279
Inventory	4742,~~526~~938	197,978
Total current assets	~~369~~222,~~472~~507	203,509
Total assets	$~~369~~222,~~472~~507	$203,509
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$~~304~~258,~~973~~414	$309,403
Shareholder loan	~~328~~268,765	278,765
Total liabilities	~~633~~527,~~738~~179	588,168
Stockholders' deficit:
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, issued and outstanding 63,622,316 shares	63,622	63,622
Common stock - $.001 par value, authorized 200,000,000 shares, 63,622,316 issued and outstanding at November 30, 2016 and May 31, 2016	63,622	63,622
Additional paid–in capital	17,505,936	17,505,936
Additional paid-in capital	17,505,936	17,505,936
Accumulated deficit	(17,~~835~~876,~~664~~070)	(17,956,057)
Stockholders' deficit	(~~264~~304,~~266~~672)	(384,659)
Total liabilities and stockholders' deficit	$~~369~~222,~~472~~507	$203,509

See notes to unaudited financial statements.

LESCARDEN INC.

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

	For the three months ended August 31,
	For the three months Ended November 30,		For the six months Ended November 30,
	2016	2015	2016	2015
Revenues:
Product sales	$~~349~~41,~~835~~960	$3210,~~097~~422	$391,795	$42,519
Total revenues	~~349~~41,~~835~~960	3210,~~097~~422	391,795	42,519
Costs and expenses:
Operating costs and expenses:
Cost of sales	~~159~~5,~~247~~612	1,~~405~~411	164,859	2,815
Salaries	6420,422	20,~~733~~527	20,486	41,259
Professional fees and consulting	2834,~~571~~809	399,~~465~~700	63,380	49,165
Insurance	14,148	12,947
Commission	––	––	19,434	––
Commission	19,434	––
Rent and office expense	3,306	5,555	6,306	8,947
Rent and office expenses	2,894	3,391
Insurance	8,520	7,178	22,668	20,125
Other administrative expenses	56,~~084~~082	31,~~469~~366	11,060	4,836
Total costs and expenses	229,442	81,410
Total operating costs and expenses	78,751	45,737	308,193	127,147
Net income (loss)	$120,393	$(49,313)
Other expenses:
Net income (loss) per share – basic and diluted	$0.00	$(0.00)
Interest expense	(3,615)	––	(3,615)	––
Weighted average number of common shares outstanding
Net (loss) income	$(40,406)	$(35,315)	$79,987	$(84,628)
Basic	63,622,316	63,622,316
Net (loss) income per share – basic and diluted	$(0.00)	$(0.00)	$0.00	$(0.00)
Diluted	63,714,316	63,622,316
Weighted average number of common shares outstanding Basic	63,622,316	63,622,316	63,622,316	63,622,316
Diluted	63,622,316	63,622,316	63,714,316	63,622,316

See notes to unaudited financial statements.

LESCARDEN INC.

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

	For the three months ended August 31,
	For the six months Ended November 30,
	2016	2015
Cash flows from operating activities:
Net income (loss)	$~~120~~79,~~393~~987	$(4984,~~313~~628)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Changes in operating assets and liabilities:
Changes in operating assets and liabilities
(Increase) decrease in accounts receivable	(~~293~~11,~~368~~677)	247,~~326~~262
Decrease in inventory	150,452	1,405
Decrease (increase) in inventory	155,040	(2,184)
(Decrease) increase in accounts payable and accrued expenses	(450,~~430~~989)	139,~~952~~690
Net cash used in operating activities	(26,953)	(31,630)
Net cash provided by (used in) operating activities	172,361	(29,860)
Cash flows from financing activities:
Proceeds from shareholder loan	50,000	––
Borrowings from shareholder loan	50,000	—
Cash provided by financing activities	50,000	––
Repayments on shareholder loan	(60,000)	—
Increase (decrease) in cash	23,047	(31,630)
Cash provided by financing activities	(10,000)	—
Cash – Beginning of Period	4,252	37,207
Net increase (decrease) in cash	162,361	(29,860)
Cash – End of Period	$27,299	$5,577
Cash - beginning of period	4,252	37,207
Tax and Interest paid for the period
Cash – end of period	$166,613	$7,347
Supplemental disclosure of cash flow information:
Cash paid for:
Interest	$—	$—
Income taxes	—	—

See notes to unaudited financial statements.

LESCARDEN INC.

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

~~August~~November 3130, 2016

Note 1 - General:

The accompanying ~~unaudited~~condensed financial statements include all ~~adjustments~~ adjustments that are, in the opinion of management, necessary for a ~~fair~~ 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~~ 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, 2016. 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 three months ended November 30, 2016, has a stockholders’ deficiency and a working capital deficiency. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The ~~As shown in the financial statements, the~~ Company ~~has a stockholders~~’s ~~deficiency~~plan and ~~a working capital deficiency. These conditions raise substantial doubt about the Company’s~~ ability to continue as a going concern as there can be no assurance that the Company will be able to restore production operations, grow revenues or secure sufficient additional financing to meet future obligations. The Company’s ability to continue as a going concern is primarily dependent upon ~~the~~its ~~majority shareholder’s~~ ability to ~~fund~~maintain ~~operating losses until~~consistent production ~~operations~~volumes ~~are~~to ~~restored.~~fulfill ~~The~~existing ~~results~~sales oforders. ~~operations for~~Alternative ~~the~~sources ~~interim~~of ~~periods~~supply are ~~not~~being ~~necessarily~~evaluated ~~indicative~~so ofthat ~~results~~manufacturing ~~to be~~and ~~expected~~production ~~for~~disruptions acan ~~full~~be ~~year's operations~~minimized.

Note 3 - – Inventory:

At ~~August~~November 3130, 2016, inventory of $4742,~~526~~938 consisted of $3126,~~105~~569 of finished goods and $16,~~421~~369 of raw materials.

Note 4 -– Related Party Transactions:

~~During~~ During the ~~three~~six months ended ~~August~~November 3130, 2016, an officer/director of the Company provided a loan to the Company of $50,000. The loan is is non-interest bearing and is due upon demand. ~~During~~In ~~the~~addition, ~~three~~the ~~months~~Company ~~ended~~repaid ~~August 31~~$60,000 ~~2016, a sales commission~~ of ~~$19,434~~loans ~~was paid~~from toan a officer/director of the ~~Company for services rendered in~~ ~~connection with the sale of Catrix in Europe~~Company.

During the six months ended November 30, 2016, a sales commission of $19,434 was paid to a director of the Company for services rendered in connection with the sale of Catrix in Europe.

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

Results of Operations~~--Three months ended August 31, 2016 compared to August 31, 2015~~:

~~Catrix~~Six sales increased by $277,632 due to the successful recovery, repackaging and sale of recycled product to European licensee. Skin care revenues increased $17,652 or 60% due to increased sales in Asia. Cost of sales as a percent of sales for the three months ended ~~August 31~~November 30, 2016 ~~increased~~compared to ~~45.5% from 4.4% in the~~ ~~comparative~~November 30, ~~prior period due to the bulk sale in~~ 2015 ~~of inventory quantities on hand that had been written off for accounting purposes and the use of special order raw materials that were more than double the historical per unit costs.~~

Revenues ~~Professional~~for ~~fees~~the ~~decreased~~six-months byended ~~almost~~November ~~28%~~30, or2016 ~~$10,894~~consisted ~~due~~solely toof ~~decreases~~sales inof ~~quality~~skin-care ~~assurance~~ and ~~accounting~~nutritional ~~costs~~supplements. ofThe ~~$5,529~~Company ~~and~~is in ~~$4,700~~the ~~respectively.~~process ~~The~~of ~~decrease~~evaluating intest ~~payroll~~runs ~~expenses~~ of ~~$20,668 was~~Catrix ~~offset~~produced by anits ~~increase~~new supplier. inProduct ~~commission~~shipments ~~expense~~from ofnew ~~$19,434 associated~~supplier ~~with~~are ~~the~~expected ~~fulfillment~~to commence ofupon ~~$277,632~~validation of ~~back-ordered~~test ~~Catrix wound~~runs ~~dressing~~and toregulatory ~~European~~certification of ~~licensees~~supplier’s production facility.

~~The~~Three ~~Company~~months ~~began~~ended ~~testing~~November 30, ~~and~~2016 ~~evaluations~~compared ~~of samples produced at a third-party facility in connection with the ongoing effort~~ to ~~reestablish~~November 30, ~~ongoing production operations for wound dressing.~~2015

Skin care and nutritional supplement product sales increased by $31,538 or 303% for the three months ended November 30, 2016 compared to November 30, 2015.

Non-direct costs and expenses during the three months ended November 30, 2016 were $32,428 or 71% higher than those of the comparative prior-year period mainly due to increases in professional fees, other administrative expenses and insurance of $25,109, $4,716, $1,342 respectively offset by decreased rent and office expense of $2,249. The increase in professional fees was attributable to increased quality assurance expenses of $6,831 and increased accounting expenses of $17,940 associated with the design, implementation and documentation of internal accounting control procedures. Interest expense of $3,615 consisted of financing charges associated with overdue vendor invoices of $2,701 and shareholder loan interest of $914.

Liquidity and Capital Resources

As ~~The use~~ of ~~cash~~November 30, in2016, ~~operating~~the ~~activities~~Company’s ofliabilities ~~$26,953~~exceeded its ~~offset~~assets by ~~an increase~~$304,672. inThe ~~shareholder~~Company’s ~~loan,~~cash ~~resulted~~and incash equivalents anbalance ~~increase~~increased inby ~~cash of~~ $23162,361 ~~047~~in ~~for~~ the ~~period~~six ~~ended~~months ~~August 31, 2016. As of~~ended ~~August~~November 3130, 2016, ~~the~~to ~~Company’s liabilities exceeded its current assets by~~ $~~264~~166,~~266~~613.

The Company has no material commitments for capital expenditures at ~~August~~November 3130, 2016.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not required for a 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 not 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~~ 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. ~~(Removed~~ Submission of ~~and~~Matters ~~Reserved)~~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.

~~Date:~~LESCARDEN ~~October 14,~~INC. ~~2016~~(Registrant)

~~LESCARDEN INC. By~~ Date: ~~/s/~~January 12, ~~William E. Luther William E. Luther Chief Executive and Chief Financial Officer~~2017

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

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