U.S. SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

            Form 10-QSB - Quarterly or Transitional Report
            (Added by 34-30968, eff. 8/13/93, as amended)

(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES
    EXCHANGE ACT OF 1934

For the quarterly period ended August 31, 2003.
                               ---------------

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
    EXCHANGE ACT OF 1934

For the transition period from _________________ to _____________


Commission file number 0-10035

                           LESCARDEN, INC.
--------------------------------------------------------------------
 (Exact name of small business issuer as specified in its charter)

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

420 LEXINGTON AVENUE, NEW YORK SUITE 212            10170
----------------------------------------      -------------------
(Address of principle executive offices)          (Zip Code)

Issuer's telephone number (212) 687-1050
                          --------------

________________________________________________________________.
(Former name, former address and former fiscal year, if changed
                          since last report)

     Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 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 [X]   No [ ]

State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.


            Class                       Outstanding at August 31, 2003
----------------------------            ------------------------------
Common Stock $.001 par value                       29,480,495

<PAGE>


                            LESCARDEN INC.
                            --------------
<TABLE>

                       CONDENSED BALANCE SHEET
                       -----------------------b
<CAPTION>

                                ASSETS


                                                                  August 31, 2003     May 31, 2003
                                                                     (UNAUDITED)         (AUDITED)
                                                                  ---------------     ------------
<S>                                                               <C>                 <C>
Current Assets:
     Cash                                                         $        21,908     $     48,751
     Accounts receivable                                                   36,816           79,867
     Inventory                                                             81,990           92,176
                                                                  ---------------     ------------

            Total Current Assets                                          140,714          220,794

Deferred Income Tax Asset, net of valuation allowance of
$2,325,000 and $2,293,000 at August 31, 2003 and
May 31, 2003 respectively                                                   -                 -

                                                                  ---------------     ------------
Total Assets                                                      $       140,714     $    220,794
                                                                  ---------------     ------------
                                                                  ---------------     ------------

	LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Currents Liabilities:
    Accounts payable and accrued expenses                         $       193,368     $    214,015
    Advances from stockholders                                            160,000          120,000
    Deferred license fees                                                 250,625          258,750
                                                                  ---------------     ------------
Total liabilities                                                         603,993          592,765
                                                                  ---------------     ------------

Commitments and Contingencies

Stockholders' Deficiency:
    Convertible Preferred Stock                                             1,840            1,840
      Common Stock                                                         29,480           29,480
      Additional Paid-In Capital                                       16,239,437       16,237,289
      Accumulated Deficit                                             (16,734,036)     (16,640,580)
                                                                  ---------------     ------------
Stockholders' Deficiency                                                 (463,279)        (371,971
                                                                  ---------------     ------------
Total Liabilities and Stockholders' Deficiency                    $       140,714     $    220,794
                                                                  ---------------     ------------
                                                                  ---------------     ------------

See notes to financial statements
</TABLE>
<PAGE>
<TABLE>


                            LESCARDEN INC.
                            --------------

                  CONDENSED STATEMENTS OF OPERATIONS
                  ----------------------------------
<CAPTION>
                                                                             (UNAUDITED)

                                                                         For the Three Months
                                                                           Ended August 31,
                                                                         --------------------
<S>                                                               <C>                 <C>
                                                                            2003              2002
                                                                            ----              ----
Total Revenues                                                    $       75,518      $     19,947
                                                                  --------------      ------------
Costs and Expenses:
   Cost of Product Sales                                                  24,758            13,137
   Salaries - Officer                                                     27,000            39,387
   Salaries - Office                                                      18,695             4,654
   Professional Fees and Consulting                                       30,855            29,704
   Rent and Office Expenses                                               35,766            32,905
   Travel and Meetings                                                     9,523            15,143
   Taxes                                                                   4,245               455
   Insurance                                                                 234               279
   Interest                                                                2,148             6,650
   Other Administrative Expenses                                          15,750             3,318
                                                                  --------------      ------------


     Total Costs and Expense                                             168,974           145,632
                                                                  --------------      ------------

     Net Loss                                                     $      (93,456)     $   (125,685)
                                                                  --------------      ------------
                                                                  --------------      ------------

     Net Loss Per Share - Basic and Diluted                       $         (.00)     $       (.01)
                                                                  --------------      ------------
                                                                  --------------      ------------

Weighted Average Number of
  Common Shares Outstanding                                           29,480,495        23,791,668
                                                                  --------------      ------------
                                                                  --------------      ------------


See notes to financial statements


</TABLE>
<PAGE>

                            LESCARDEN INC.
                            --------------

<TABLE>

                  CONDENSED STATEMENTS OF CASH FLOWS
                  ----------------------------------
<CAPTION>
                                                                            (UNAUDITED)
                                                                     For the Three Months Ended
                                                                             August 31,
                                                                     --------------------------
<S>                                                               <C>                <C>
                                                                            2003              2002
                                                                            ----              ----

Cash Flows Used in Operations:
     Net Loss                                                     $     ( 93,456)    $    (125,685)
     Adjustments to reconcile net  loss to
       cash used in operating activities:
       Imputed interest on advances from stockholders                      2,148             6,650
      Changes in operating assets and liabilities:
       Decrease in accounts receivable                                    43,051              -
       Decrease (Increase) in inventory                                   10,186           (16,521)
       Decrease in accounts payable and
        accrued expenses                                                 (20,647)             -
        (Decrease) Increase in deferred licence fee                       (8,125)           97,500
                                                                  --------------      ------------



     Net Cash Flow Used In Operations                                    (66,843)          (38,056)
                                                                  --------------      ------------


Cash Flows Provided By Financing Activities:
         Advances from stockholders                                       40,000              -
                                                                  --------------      ------------


 Decrease in cash                                                        (26,843)          (38,056)


Cash- Beginning of period                                                 48,751           115,500
                                                                  --------------      ------------


Cash - End of period                                              $       21,908      $     77,444
                                                                  --------------      ------------
                                                                  --------------      ------------


See notes to financial statements
</TABLE>
<PAGE>


<PAGE>

                            LESCARDEN INC.
                            --------------
                                                       (UNAUDITED)
                                                        ---------
                    NOTES TO FINANCIAL STATEMENTS
                    -----------------------------
                           August 31, 2003
                           ---------------

Note 1 - General:
     The accompanying unaudited financial statements include all adjustments
which 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-QSB 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, 2003.

     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 - Operations and Significant Accounting Policies:
     Revenue from product sales is recognized upon shipment of the product
when title to the property  transfers to the buyer as does the risk of loss
and collectibility of the sales price is reasonably assured.

     The deferred license fee of $250,625 stated on the balance sheet
relates to licensee fees received from the Company's licensees and is being
amortized over the term of the license agreements.

Note 3 - Segment Reporting:
     Due to the materiality of the sales of its cosmetics product and food
supplements in addition to the company's CATRIX(R) Wound Dressing product,
the Company believes it has one business segment for financial reporting
purposes.

Note 4 - Advances From Related Parties:
     The outstanding loans, of $160,000 at August 31, 2003, are non-interest
bearing and due upon demand. All advances are convertible into common stock
of the Company based on the fair market value of the Company's stock at the
time of the loan. The Company has charged interest expense and credited
paid-in capital for interest imputed on theses loans at market rates.

Note 5 - Inventory:

     Inventory at August 31, 2003 consists of the following:

                     Finished Goods   $      56,415
                     Raw Materials           25,575
                                      -------------
                                      $      81,990
                                      -------------
                                      -------------
<PAGE>

                            LESCARDEN INC.
                            --------------

     Management's Discussion and Analysis of Financial Condition
                      and Results of Operations
     -----------------------------------------------------------
                           August 31, 2003
                           ---------------

Results of Operations
---------------------

Overview
--------

     Since its inception, the Company has primarily devoted its resources to
fund research, drug discovery and development.   In addition, the Company
licenses its technology for commercialization by other companies and in
recent fiscal years, the Company began sales of its proprietary bovine
cartilage material, BIO-CARTILAGE(R), as a food supplement, and direct sales
to consumers of a line of cosmetic products, which include the Company's
proprietary bovine cartilage material.  In the fiscal year ended May 31,2000,
the Company made its initial two commercial shipments of its CATRIX(R) Wound
Dressing product pursuant to its agreement with ICN IBERICA, S.A., Spain
(see below).

     Sales of the Company's food supplement, BIO-CARTILAGE(R) and cosmetic
products have been modest since the Company began sales. The material direct
costs related to this product were incurred in periods prior to those
presented. It is not possible to estimate the period in which material net
cash inflows from the products are expected to commence.

     The Company has been unprofitable to date and may continue to incur
operating losses in the foreseeable future. The Company has sustained net
losses of approximately $16.7 million from inception to August 31, 2003.
The Company has primarily financed its research and development activities
through a public offering of Common Stock, private placements of debt and
equity securities, and in recent years, revenues from licensing fees and
product sales.

Critical accounting policies

     Our discussion and analysis of our financial condition are based upon
our financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States of America.
The preparation of these financial statements requires us to make estimates
and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses and related disclosure of contingent liabilities.
On an on=going basis, we evaluate our estimates, including those related
to inventories and deferred income taxes. We based our estimates on our
historical experience, knowledge of current conditions and our beliefs of
what could occur in the future considering available information. Actual
results may differ from these estimates under different assumptions or
conditions. The Company believes the following critical accounting policies
affect its more significant judgments and estimates used in the preparation
of its financial statements.

<PAGE>

Inventory Valuation

     Inventories are valued at lower of cost or market. We routinely
evaluate the composition of our inventory and identify slow-moving, excess,
obsolete or otherwise impaired inventories. Inventories identified as
impaired are evaluated to determine if reserves are required. Our
evaluation is primarily based upon forecasted short-term demand for the
product.

Deferred Taxes

     The Company records a valuation allowance to reduce its deferred tax
assets to the amount that is more likely than not to be realized. While we
consider historical levels of income, expectations and risks associated with
estimates of future taxable income and ongoing prudent and feasible tax
planning strategies in assessing the need for the valuation allowance, in
the event that we determine that we would be able to realize deferred tax
assets in the future an adjustment to the deferred tax asset would increase
income in the period such determination was made.

Three months ended August 31, 2003 compared to August 31, 2002
--------------------------------------------------------------

     The Company's revenues in the periods were primarily from the direct
sales to consumers of a line of cosmetic products, which include the
Company's proprietary bovine cartilage material and secondarily from the sale
of Bio-Cartilage(R) capsules and license fees.

     Total costs and expenses during the three months ended August 31, 2003
were 16% or $23,342 higher than those of the comparative prior year period.
The increase was principally due to higher cost of product sales of $11,621,
office salaries of $14,041 and other administrative expenses of $12,432;
which were partially off set by lower officer salaries of $12,387.

     The Company's cash balance decreased by $26,843 in the quarter ended
August 31, 2003 compared to $38,056 in the comparative prior year period.
The Company received advances from stockholders of $40,000 in the three
months ended August 31, 2003 compared to none in three months ended
May 31, 2002.

Liquidity and Capital Resources.

Overview

     The Company has had losses from operations in each of the past five
fiscal years. This trend may continue in the foreseeable future.  Working
capital has been provided since the Company's inception primarily from the
sale of equity securities,  from borrowings (from its officers, directors,
and shareholders and from outside investors), and in recent years, from
revenues from licensing fees and product sales.

Present Liquidity

     The Company's present liquidity position is critical.  As of August
31, 2003 the Company's liabilities exceeded its total assets by $463,279.
The Company will require additional product sales or funding during or,
shortly after the end of, the current fiscal quarter ending November 30,
2003, to sustain its operations.

<PAGE>

     As a result of the history of losses incurred by the Company, the
net loss during the year ended May 31, 2003 of ($330,584), and the
limited amount of funds currently available to finance the Company's
operations, the report of the Company's independent Certified Public
Accountants on the Financial Statements as of May 31, 2003 and 2002
contain an explanatory paragraph  indicating that the Company may be
unable to continue in existence.

     The Company's licensee of its CATRIX(R) product, in powder form
only, for topical wound healing purposes (see below) received its
initial two shipments from the Company in the year ended May 31, 2000.
In addition, the Company continues to sell a line of cosmetic products;
and BIO-CARTILAGE(R) and POLY-Nag(R) to the over-the-counter food
supplement market. If the Company's efforts to increase revenues are
successful, the Company may increase cash flow in order to allow the
Company to meet its obligations and sustain its operations.  The
Company also plans to try to obtain financing from additional advances
from stockholders and sales of unregistered shares of common stock.

     On March 16, 1999, the Company announced that it had entered into
an agreement with ICN IBERICA, S.A. ("ICNI", a wholly owned subsidiary
of ICN Pharmaceuticals, USA) of Barcelona, Spain whereby ICNI acquired
the semi-exclusive rights to distribute and market the Company's CATRIX(R)
WOUND CARE DRESSING in Spain for a period of ten years.  Implementation
of this Agreement was contingent upon securing marketing approval for
the product by the Spanish Health Ministry.

     On September 13, 1999, the Company announced that its CATRIX(R)
Wound Dressing product was granted full marketing approval by the
Spanish Health Ministry of Madrid. Under the prevailing regulations of
the European Union ("EU"), of which Spain is a member, a drug/device
approval in one member country renders the product marketable in all
member states.  Therefore, Catrix Wound Dressing may now be sold
throughout the 15 countries of the EU.

     Since September 1999, the Company has fulfilled all of its
obligations under its agreement with ICNI, including the timely shipment
of the product.  ICNI has commenced implementation of a complete
marketing program in Spain, and it also applied to the appropriate
Spanish authorities for a government sponsored reimbursement plan for
patients covered under the national medical care program.  The Spanish
Health Ministry in the Spring of 2001 allowed only a very low patient
reimbursement rate.  As a result, ICNI is prosecuting an appeal of this
decision and a resolution of the matter is not determinate.

     As a result of the low reimbursement rate allowed by the Spanish
government, ICNI has been unable to meet minimum sales levels as set
forth in the parties' agreement.  This has led the parties to agree to
continue their relationship absent an operational agreement until such
time as ICNI's appeal of its rate case has been decided by the Spanish
Health Ministry.  ICNI's appeal is based on the impressive results of a
clinical study that showed a 40% reduction in the cost of treating
Pressure Ulcers with Catrix.

<PAGE>

     Spain's socialized medicine system covers 100% of its population.
Unless ICNI is allowed an adequate reimbursement rate, its sales of
CATRIX(R) Wound Dressing will be largely limited to that relatively
small part of the population who are either otherwise insured or able to
purchase the product with their own resources. At this time, no
representation can be made on the possible outcome of ICNI's rate appeal.

     In the fiscal year ended May 31, 2003 the Company granted ICNI the
exclusive license for the CATRIX Wound Dressing product in Portugal,
Greece and Cyprus for $100,000, which was paid by offsetting this amount
against an advance payment from ICNI to the Company for product that was
not shipped. Such amount had been included in the Company's Balance Sheet
as Unearned Revenue.

     On June 4, 2002 the company announced that it had entered into a
license agreement with ICN CANADA, Montreal, Quebec, Canada (a
subsidiary of ICN Pharmaceuticals of Costa Mesa, CA.) Granting ICN
Canada a 10 year exclusive license to market Lescarden's proprietary
product, CATRIX(R) WOUND DRESSING in Canada. On November 5, 2002 that
company announced that the Canadian Health Authorities (Medical Device
Division) approved the license. The marketing and sales of the
CATRIX(R) Wound Dressing in Canada commenced in the quarter ended
February 28, 2003.

     The material direct costs related to the CATRIX(R) Wound
Dressing product were incurred in periods prior to those presented.
The estimated costs necessary to support the product's development,
other than to finance significant inventory levels, is not expected
to be significant. It is not possible to estimate the period in which
material net cash inflows from the product is expected to commence.

     The Company has no material commitments for capital expenditures
at August 31, 2003.

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 the 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.

     Within 90 days prior to the filing of this quarterly report on
Form 10-QSB 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 Officer and the Company's
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.

<PAGE>

     There have been no significant changes in the Comapny'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-QSB.


<PAGE>

                              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, 2003.



                             INDEX TO EXHIBITS


           99.2 Certification pursuant to 18 U.S.C. Section 1350 as adopted
           pursuant to section 906 of the Sarbanes-Oxley Act of 2002


<PAGE>

                         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 9, 2003    s/William E. Luther
                         ------------------
                         William E. Luther
                         President and
                         Chief Executive Officer

<PAGE>

CERTIFICATION

I. William E. Luther, President, Chief Executive Officer and Chief
Financial Officer of the Company, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Lescarden Inc.

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report:

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. I am responsible for establishing and maintaining disclosure and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
I have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant is made know to us, particularly during
the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of date within 90 days prior to the filing date of this
quarterly report ( the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. I have disclosed, based on my most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors:

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

6. I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

Date: October 9, 2003