U.S.
Securities and Exchange Commission


Washington,
D.C. 2054 9





FORM 10-Q




Quarterly
Report Under Section 13 or 15d


of
the Securities Exchange Act of 1934




For
the quarterly period ended August 31, 2008




LESCARDEN,
INC.


(Name of
Registrant as Specified in Its Charter)





Commission
file -------







New
      York
                          
                          13-2538207(State
      or other jurisdiction of incorporation
      or organization)
                          
                          (I.R.S
      Employer Identification
      No.)420
      Lexington Ave. Ste 212, New York
                          
                          10170(Address
      of principle executive office)
                          
                          (Zip
      Code)




Issuer’s
telephone number    212-687-1050




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 last 90 days.  Yes x    No
o.




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
              Smaller
      reporting company x




Indicate
by check mark whether the registrant is a shell company as defined in
Rule 12b-2 of the Exchange Act.


Yes
o      No
x





As
of October 13, 2008, there were 30,943,450 shares outstanding of the
registrant’s Common Stock, $.001 par value per share.







1




LESCARDEN
INC.





CONDENSED BALANCE
SHEETS




August 31,2008
                                      (UNAUDITED)
                                    
                                    
                                    May 31,
      2008
                                      (AUDITED)ASSETSCurrent
      assets:Cash
      and cash equivalents
                                    
                                    $
                                    49,236
                                    
                                    
                                    $
                                    38,867Accounts
      receivable
                                    
                                    
                                    19,034
                                    
                                    
                                    
                                    82,490Inventory
                                    
                                    
                                    217,601
                                    
                                    
                                    
                                    219,637Total
      current assets
                                    
                                    
                                    285,871
                                    
                                    
                                    
                                    340,994Deferred
      income tax asset, net of valuation allowance of $1,455,000 and $1,435,000
      at August 31, 2008 and May 31, 2008, respectivelyTotal
      assets
                                    
                                    $
                                    285,871
                                    
                                    
                                    $
                                    340,994LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilities:Accounts
      payable and accrued expenses
                                    
                                    $
                                    160,146
                                    
                                    
                                    $
                                    173,506Shareholder
      loan
                                    
                                    
                                    99,000
                                    
                                    
                                    
                                    7,000Deferred
      revenue
                                    
                                    
                                    8,692
                                    
                                    
                                    
                                    42,722Deferred
      license fees
                                    
                                    
                                    225,392
                                    
                                    
                                    
                                    264,477Total
      liabilities
                                    
                                    
                                    493,230
                                    
                                    
                                    
                                    487,705Stockholders'
      deficit:Convertible
      preferred stock
                                    
                                    
                                    1,840
                                    
                                    
                                    
                                    1,840Common
      stock
                                    
                                    
                                    30,943
                                    
                                    
                                    
                                    30,943Additional
      paid-in capital
                                    
                                    
                                    16,617,615
                                    
                                    
                                    
                                    16,617,615Accumulated
      deficit
                                    
                                    
                                    (16,857,759
                                    )
                                    
                                    
                                    (16,797,109
                                    )Stockholders'
      deficit
                                    
                                    
                                    (207,359
                                    )
                                    
                                    
                                    (146,711
                                    )Total
      liabilities and stockholders' deficit
                                    
                                    $
                                    285,871
                                    
                                    
                                    $
                                    340,994





See notes
to financial statements


2




LESCARDEN
INC.





CONDENSED STATEMENTS OF
OPERATIONS




(UNAUDITED)
                                For
      the Three Months
                                Ended
      August 31,2008
                              
                              
                              2007Total
      revenues
                              
                              $
                              120,387
                              
                              
                              $
                              222,233Costs
      and expenses:Cost
      of  sales
                              
                              
                              17,999
                              
                              
                              
                              28,907Salaries
                              
                              
                              67,878
                              
                              
                              
                              67,738Professional
      fees and consulting
                              
                              
                              44,307
                              
                              
                              
                              46,943Rent
      and office expenses
                              
                              
                              31,743
                              
                              
                              
                              32,463Travel
      and meetings
                              
                              
                              4,728
                              
                              
                              
                              28,213Insurance
                              
                              
                              7,278
                              
                              
                              
                              8,439Other
      administrative expenses
                              
                              
                              7,102
                              
                              
                              
                              2,988Total
      costs and expense
                              
                              
                              181,035
                              
                              
                              
                              215,691Net
      (loss) income
                              
                              $
                              (60,648
                              )
                              
                              $
                              6,542Net
      (loss) income per share – basic and diluted
                              
                              $
                              (0.00
                              )
                              
                              $
                              0.00Weighted
      average number of common shares outstanding – basic and
      diluted
                              
                              
                              30,943,450
                              
                              
                              
                              30,943,450





See notes
to financial statements


3


LESCARDEN
INC.





CONDENSED STATEMENTS OF CASH
FLOWS




(UNAUDITED)
                              For
      the Three Months Ended
                              August
      31,2008
                            
                            
                            2007Cash
      flows from operating activities:Net
      (loss) income
                            
                            $
                            (60,648
                            )
                            
                            $
                            6,542Adjustments
      to reconcile net (loss) income to net cash used in operating
      activities:Changes
      in operating assets and liabilitiesDecrease
      (increase) in accounts receivable
                            
                            
                            63,456
                            
                            
                            
                            (139,259
                            )Decrease
      in inventory
                            
                            
                            2,036
                            
                            
                            
                            12,268(Decrease)
      increase in accounts payable and accrued expenses
                            
                            
                            (13,360
                            )
                            
                            
                            27,728Decrease
      in deferred revenue
                            
                            
                            (34,030
                            )
                            
                            
                            -Decrease
      in deferred license fees
                            
                            
                            (39,085
                            )
                            
                            
                            (52,603
                            )Net
      cash flows from operating activities
                            
                            
                            (81,631
                            )
                            
                            
                            (145,324
                            )Cash
      flows from financing activities:Increase
      in shareholder loan
                            
                            
                            92,000
                            
                            
                            
                            -Cash provided by
      financing
      activities
                            
                            
                            92,000
                            
                            
                            
                            -Increase
      (decrease) in cash
                            
                            
                            10,369
                            
                            
                            
                            (145,324
                            )Cash
      and cash equivalents - Beginning of Period
                            
                            
                            38,867
                            
                            
                            
                            413,569Cash
      and cash equivalents – End of Period
                            
                            $
                            49,236
                            
                            
                            $
                            268,245




See notes
to financial statements


4




LESCARDEN INC.





(UNAUDITED) NOTES TO
FINANCIAL STATEMENTS





August 31,
2008





Note
1 - General:





The
accompanying unaudited financial statements include all adjustments that are, in
the opinion of management, necessary for a fair statement of the results for the
interim periods. 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-KSB for the year ended May 31, 2008.





The
results of operations for the interim periods are not necessarily indicative of
results to be expected for a full year's operations. As shown in the financial
statements, the Company incurred a loss from operations during the quarter and
has stockholder’s deficiency. In addition, the Company’s major stockholder has
committed to provide loans to the Company as needed to fund operations. All
loans or advances will be due or payable no earlier than June 1, 2009 or until
the company returns to profitability.





Effective
June 1, 2007, the Company adopted the provisions of FASB Interpretation No. 48
("FIN 48"), "Accounting for Uncertainty in Income Taxes—An Interpretation of
FASB Statement No. 109." FIN 48 provides detailed guidance for the financial
statement recognition, measurement and disclosure of uncertain tax positions
recognized in the financial statements in accordance with SFAS No. 109. Tax
positions must meet a "more-likely-than-not" recognition threshold at the
effective date to be recognized upon the adoption of FIN 48 and in subsequent
periods. Upon the adoption of FIN 48, the Company had no unrecognized tax
benefits.





Income
taxes are computed using the asset and liability method of accounting. Under the
asset and liability method, a deferred tax asset or liability is recognized for
estimated future tax effects attributable to temporary differences and
carryforwards. The measurement of deferred income tax assets is adjusted by a
valuation allowance, if necessary, to recognize future tax benefits only to the
extent, based on available evidence; it is more likely than not such benefits
will be realized. The Company recognizes interest and penalties, if any, related
to uncertain tax positions in selling, general and administrative expenses. No
interest and penalties related to uncertain tax positions were accrued at
August31, 2008.





The tax
years 2004 through 2007 remain open to examination by the major taxing
jurisdictions in which the Company operates. The Company expects no material
changes to unrecognized tax positions within the next twelve months. The results
of operations for the interim periods are not necessarily indicative of results
to be expected for a full year's operations.





The
Company’s major stockholder provided a loan to the Company amounting to $92,000
during that period. The loan is non-interest bearing and is due to be paid
back no earlier than June 1st
2009.





Certain
prior period amounts have been reclassified to conform to current period
presentation.


5




LESCARDEN
INC.


Management's Discussion and
Analysis of  Financial Condition


and Results of
Operations


August 31,
2008




Results of Operations--Three
months ended August 31, 2008 compared to August 31, 2007





The
Company’s revenues decreased in the fiscal quarter ended August 31, 2008
compared to August 31, 2007 by 46% or $101,846 due to decreased sales of
CATRIX ®Wound
Dressing to its licensees in Asia.  The Company has reformulated
Catrix 5 Rejuvenation Cream to address product separation issues and expects to
complete quality control testing the reformulated product during the second
quarter.  Pending orders for the reformulated product will be shipped
to Asian licensee upon completion of quality control testing.





Total
costs and expenses during the three months ended August 31, 2008 were 16% or
$34,656 lower than those of the comparative prior year period. The decrease was
principally due to a decrease in travel and meeting expenses of $23,485 and
lower cost of product sales of $10,908.





Liquidity and Capital
Resources




The
Company had a net loss of $60,648 for the three months ended August 31, 2008
principally as the result of decreased revenues.





As of
August 31, 2008, the Company’s current assets exceeded its accounts payable and
accrued expenses by $125,725.  The Company’s cash and cash equivalents
balance increased by $10,369 in the quarter ended August 31, 2008 to $49,236.
The company’s major shareholder has committed to provide loans to the Company as
needed to fund operations until the company returns to
profitability.





The
Company has no material commitments for capital expenditures at August 31,
2008.





Disclosure 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 Officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required
disclosure. The Company’s management, including the Chief Executive Officer 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 Chief Executive Officer
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 Officer 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 10Q. 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..





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..


6




LESCARDEN
INC.





Part II - Other
Information








Item 6. Exhibits and Reports
on Form 8-K





(A)
Reports on Form 8-K: There were no reports on Form 8-K filed for the three
months ended August 31, 2008.







INDEX TO
EXHIBITS





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:
      October 13, 2008S/William E. LutherWilliam
      E. LutherPresident
      andChief
      Executive Officer




7