UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

FORM 10-Q

———————

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

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

For the quarterly period ended: February 28, 2017

☐ 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)

———————

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

~~420~~ 420 Lexington Ave. Ste ~~300~~212, New York 10170

(Address of Principal Executive Office) (Zip Code)

(212) 687-1050

(Registrant’s telephone number, including area code)

———————

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
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

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

Class						Outstanding January 12, 2017
Common Stock $.001 par value						63,622,316

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	☐	Smaller reporting company	☑
(Do not check if a smaller 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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding April 12, 2017
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. 4 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

Item 1.	Financial Statements.	1

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	5

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.	8

SIGNATURES		10

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

LESCARDEN INC.

~~CONDENSED~~ BALANCE SHEETS (UNAUDITED)

	November 30, 2016	May 31, 2016
	February 28, 2017	May 31, 2016
ASSETS
Current assets:
Cash and cash equivalents	$~~166~~88,~~613~~985	$4,252
Accounts receivable	1211,~~956~~751	1,279
Inventory	4266,~~938~~342	197,978
Total current assets	~~222~~167,~~507~~078	203,509
Total assets	$~~222~~167,~~507~~078	$203,509
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$258,414	$309,403
Accounts payable and accrued expenses	$256,869	$309,403
Shareholder loan	268,765	278,765
Total liabilities	~~527~~525,~~179~~634	588,168
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, 2016 and May 31, 2016	63,622	63,622
Common stock - $.001 par value, authorized 200,000,000 shares, 63,622,316 issued and outstanding at February 28, 2017 and May 31, 2016	63,622	63,622
Additional paid-in capital	17,505,936	17,505,936
Accumulated deficit	(17,~~876~~929,~~070~~954)	(17,956,057)
Stockholders' deficit	(~~304~~358,~~672~~556)	(384,659)
Total liabilities and stockholders' deficit	$~~222~~167,~~507~~078	$203,509

~~See~~ See notes to unaudited financial statements.

LESCARDEN INC.

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

	For the three months Ended November 30,		For the six months Ended November 30,
	2016	2015	2016	2015
Revenues:
Product sales	$41,960	$10,422	$391,795	$42,519
Total revenues	41,960	10,422	391,795	42,519
Operating costs and expenses:
Cost of sales	5,612	1,411	164,859	2,815
Salaries	20,422	20,527	20,486	41,259
Professional fees and consulting	34,809	9,700	63,380	49,165
Commission	––	––	19,434	––
Rent and office expense	3,306	5,555	6,306	8,947
Insurance	8,520	7,178	22,668	20,125
Other administrative expenses	6,082	1,366	11,060	4,836
Total operating costs and expenses	78,751	45,737	308,193	127,147
Other expenses:
Interest expense	(3,615)	––	(3,615)	––
Net (loss) income	$(40,406)	$(35,315)	$79,987	$(84,628)
Net (loss) income per share – basic and diluted	$(0.00)	$(0.00)	$0.00	$(0.00)
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 six months Ended November 30,
	2016	2015
Cash flows from operating activities:
Net income (loss)	$79,987	$(84,628)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Changes in operating assets and liabilities
(Increase) decrease in accounts receivable	(11,677)	47,262
Decrease (increase) in inventory	155,040	(2,184)
(Decrease) increase in accounts payable and accrued expenses	(50,989)	9,690
Net cash provided by (used in) operating activities	172,361	(29,860)
Cash flows from financing activities:
Borrowings from shareholder loan	50,000	—
Repayments on shareholder loan	(60,000)	—
Cash provided by financing activities	(10,000)	—
Net increase (decrease) in cash	162,361	(29,860)
Cash - beginning of period	4,252	37,207
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.

~~NOTES~~STATEMENTS TOOF ~~FINANCIAL~~OPERATIONS ~~STATEMENTS~~ (UNAUDITED)

November 30, 2016

	For the three months ended		For the nine months ended
	February 28, 2017	February 29, 2016	February 28, 2017	February 29, 2016
Revenues:
Product sales	$24,950	$69,902	$416,745	$112,421
Total revenues	24,950	69,902	416,745	112,421

Operating costs and expenses:
Cost of sales	3,570	4,655	168,429	7,471
Salaries	25,679	7,088	46,165	48,347
Professional fees and consulting	26,677	26,970	90,057	76,135
Rent and office expense	3,226	3,721	9,532	12,667
Insurance	9,061	5,780	31,729	25,905
Commission	0	2,675	19,434	2,675
Other administrative expenses	6,810	12,663	17,870	17,499
Total operating costs and expenses	75,023	63,552	383,216	190,699

Other expenses:
Interest expense	(3,811)	—	(7,426)	—

Net (loss) income	$(53,884)	$6,350	$26,103	$(78,278)

Net (loss) income 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 unaudited financial statements

LESCARDEN INC.

STATEMENTS OF CASH FLOWS (UNAUDITED)

	For the nine months ended
	February 28, 2017	February 29, 2016

Cash flows from operating activities:
Net income (loss)	$26,103	$(78,278)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Changes in operating assets and liabilities
(Increase) decrease in accounts receivable	(10,472)	47,389
Decrease (increase) in inventory	131,636	(74,358)
(Decrease) increase in accounts payable and accrued expenses	(52,534)	104,079
Net cash provided by (used in) operating activities	94,733	(1,168)

Cash flows from financing activities:
Borrowings on shareholder loan	50,000	—
Repayment of shareholder loan	(60,000)	—
Cash used in financing activities	(10,000)	—

Net increase (decrease) in cash	84,733	(1,168)

Cash - beginning of period	4,252	37,207

Cash – end of period	$88,985	$36,039

Supplemental disclosure of cash flow information:
Cash paid for:
Interest	$7,426	—
Income taxes	56	380

See notes to unaudited financial statements

LESCARDEN INC .

(UNAUDITED) NOTES TO FINANCIAL STATEMENTS

February 28, 2017

Note 1 - General:

~~The~~ The accompanying ~~condensed~~ financial statements include all adjustments ~~that~~ that are, in the opinion of management, necessary for a fair ~~statement~~ 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, 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~~ 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 February ~~November 30~~28, ~~2016~~2017 of $53,884 and has a stockholders’ ~~deficiency~~deficit of $358,556 and a working capital ~~deficiency~~deficit of $358,556 as of February 28, 2017. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

~~The~~ The Company’s plan and ability to continue as a going concern is is primarily dependent upon its ability to ~~maintain~~establish ~~consistent~~and maintain consistent production volumes to fulfill existing sales orders. ~~Alternative~~ 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 to meet demand. The establishment of an alternative source of supply may require additional expenditures given the uncertainties associated with the regulatory and financial issues involved.

Note 3 – Inventory:

At ~~November~~At 30February 28, ~~2016~~2017, inventory of $4266,~~938~~342 consisted of $2619,~~569~~661 of finished goods and $1646,~~369~~681 of raw materials.

Note 4 – Related Party Transactions:

~~During~~Pursuant ~~the~~to ~~six~~an ~~months~~agreement ~~ended~~with ~~November~~a ~~30, 2016, an officer/~~director of the Company, ~~provided~~sales commission aexpense ~~loan to the Company~~ of $5019,~~000.~~434 ~~The~~for ~~loan is~~services ~~non-interest~~rendered ~~bearing~~in ~~and~~connection with isthe ~~due~~sale ~~upon~~of ~~demand.~~Citrix Inin ~~addition,~~Europe ~~the Company~~was ~~repaid~~paid ~~$60,000~~during ofthe ~~loans~~nine ~~from~~months ended anFebruary ~~officer/director~~28, ~~of the Company~~2017.

During the ~~six~~nine months ended ~~November~~February 3028, ~~2016~~2017, aan ~~sales commission~~officer/director of ~~$19,434~~the ~~was~~Company ~~paid~~provided to a ~~director~~loan ofto the Company ~~for~~of ~~services~~$50,000. The loan ~~rendered~~is innon-interest ~~connection~~bearing ~~with~~and is due upon demand. In addition, the Company ~~sale~~repaid $60,000 of ~~Catrix~~loans infrom an officer/director of the ~~Europe~~Company.

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

Results of Operations:

~~Six~~Three months ended ~~November 30~~February 28, ~~2016~~2017 compared to ~~November 30,~~ ~~2015~~February 28, 2016

~~Revenues~~ ~~for~~The ~~the~~Company’s ~~six-months~~revenues ~~ended~~decreased ~~November~~in ~~30,~~the ~~2016~~fiscal ~~consisted~~quarter ~~solely of~~ended ~~sales~~February of28, ~~skin-care~~2017 ~~and~~by ~~nutritional~~$44,952 ~~supplements.~~or ~~The~~64% ~~Company~~due isto in the ~~process~~delayed ofshipment ~~evaluating test runs~~ of Catrix ~~produced by its new supplier. Product shipments from new supplier are expected~~ to ~~commence~~ ~~upon~~European ~~validation of test runs and regulatory certification of supplier’s production facility~~licensee.

~~Three~~Non-direct costs and expenses during the three months ended February ~~November 30~~28, ~~2016~~2017 ~~compared~~were 21% or $12,556 higher than those of the comparative prior-year period due to an increase in salaries of ~~November 30~~$18,591 ~~2015~~and insurance of $3,281 offset by decreases in commission and other administrative expenses of $2,675 and $5,853 respectively.

~~Skin~~ ~~care~~Nine ~~and nutritional supplement product sales increased by $31,538 or 303% for the three~~ months ended ~~November~~February 3028, ~~2016~~2017 compared to ~~November~~ ~~30,~~February ~~2015.~~28, 2016

~~Non-direct~~ ~~costs~~The ~~and~~Company’s ~~expenses~~revenues ~~during~~increased in the ~~three~~nine months ended February ~~November~~28, 302017 compared to February 29, 2016 ~~were~~ by 270% or $32304,~~428~~324. orNon-direct ~~71%~~costs ~~higher~~and ~~than~~expenses ~~those~~increased ofby ~~the~~$31,559 ~~comparative prior-year~~or ~~period~~17.22% ~~mainly~~ due to increases in ~~professional~~commission ~~fees, other administrative expenses~~ and ~~insurance~~professional offees of $2516,~~109,~~759 ~~$4,716,~~and $113,~~342 respectively~~922 offset by ~~decreased~~decreases in rent and office ~~expense of $2,249.~~ ~~The increase in professional fees was attributable to increased quality assurance~~ expenses ~~of $6~~,~~831~~ and ~~increased~~salaries ~~accounting expenses~~ of $173,~~940~~135 ~~associated with the design, implementation~~ and ~~documentation~~ ~~of internal accounting control procedures. Interest expense of~~ $32,~~615~~182 ~~consisted~~respectively ofduring ~~financing charges associated with~~the ~~overdue~~nine ~~vendor~~months ~~invoices~~ended ofFebruary $228,~~701~~ ~~and shareholder loan interest of $914~~2017.

Liquidity and Capital Resources

As As of ~~November 30~~February 28, ~~2016~~2017, the Company’s liabilities exceeded its assets by $~~304~~358,~~672~~556. The Company’s cash and cash equivalents balance increased by $~~162~~84,~~361~~733 in the ~~six~~nine months ended ~~November 30~~February 28, ~~2016~~2017 to $~~166~~88,~~613~~985.

~~The~~ The Company has no material commitments for capital expenditures at ~~November 30~~February 28, ~~2016~~2017.

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 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 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)

Date: ~~January~~ April 12, 2017



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

810

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