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, 2004.
                               ---------------

[ ] 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, 2004
----------------------------            ------------------------------
Common Stock $.001 par value                       29,830,495




<PAGE>


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

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

                                ASSETS
                                ------
                                                                  August 31, 2004       May 31,2004
                                                                      (UNAUDITED)         (AUDITED)
                                                                  ---------------       -----------
<S>                                                               <C>                   <C>

Current Assets:
     Cash                                                         $        35,250       $     5,966
     Inventory                                                            182,048           155,220
                                                                  ---------------       -----------


           Total Current Assets                                           217,298           161,186
                                                                  ---------------       -----------
                                                                  ---------------       -----------

Deferred  Income Tax Asset, net of valuation allowance of
$2,180,000 and $2,186,000 at August 31, 2004 and
May 31, 2004 respectively                                                    -                  -
                                                                  ---------------       -----------


Total Assets                                                      $       217,298       $   161,186

                                                                  ---------------       -----------
                                                                  ---------------       -----------


             LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Currents Liabilities:
     Accounts payable and accrued expenses                        $       249,481      $    238,291
     Advances from stockholders                                           400,000           370,000
     Deferred license fees                                                218,125           226,250
                                                                  ---------------       -----------

     Total liabilities                                                    867,606           834,541
                                                                  ---------------       -----------

Commitments and Contingencies

Stockholders' Deficiency:
      Convertible Preferred Stock                                             1,840            1,840
      Common Stock                                                           29,830           29,830
      Additional Paid-In Capital                                         16,295,073       16,288,109
      Accumulated Deficit                                               (16,977,051)     (16,993,134)
                                                                  ------------------     ------------

Stockholders' Deficiency                                                   (650,308)        (673,355)

Total Liabilities and Stockholders' Deficiency                    $         217,298     $    161,186
                                                                  -----------------     ------------
                                                                  -----------------     ------------

</TABLE>

See notes to financial statements

<PAGE>
<TABLE>


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

                  CONDENSED STATEMENTS OF OPERATIONS
                  ----------------------------------
<CAPTION>
                                                (UNAUDITED)
                                             For the Three Months
                                             Ended August 31,
 <S>                                  <C>           <C>
                                             2004         2003
                                             ----         ----


Total Revenues                       $    376,992  $    75,518
                                     ------------  -----------

Costs and Expenses:

    Cost of Product Sales                 224,953       24,758
    Salaries - Officer                     27,000       27,000
    Salaries - Office                      21,977       18,695
    Professional Fees and Consulting       28,000       30,855
    Rent and Office Expenses               22,239       35,766
    Travel and Meetings                    13,202        9,523
    Taxes                                   4,195        4,245
    Insurance                                 241          234
    Interest                                6,964        2,148
    Other Administrative Expenses          12,138       15,750
                                     ------------  -----------
        Total Costs and Expense           360,909      168,974

        Net Income (Loss)            $     16,083  $   (93,456)
                                     ------------  -----------
                                     ------------  -----------


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



Weighted Average Number of
  Common Shares Outstanding            29,830,495   29,480,495
                                     ------------  -----------
                                     ------------  -----------

</TABLE>

See notes to financial statements
<PAGE>

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

<TABLE>

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

 <S>                                                               <C>                <C>
                                                                           2004               2003
                                                                           ----               ----


Cash Flows Used in Operations:
     Net Income (Loss)                                             $     16,083      $    ( 93,456)
     Adjustments to reconcile net income (loss) to
       cash used in operating activities:
       Imputed interest on advances from stockholders                     6,964              2,148
       Changes in operating assets and liabilities:
       Decrease in accounts receivable                                     -                43,051
      (Increase) decrease in inventory                                  (26,828)            10,186
       Increase (decrease)  in accounts payable and
       accrued expenses                                                  11,190            (20,647)
      (Decrease) in deferred licence fee                                 (8,125)            (8,125)
                                                                  -------------       ------------
     Net Cash Flow Used In Operations                                      (716)           (66,843)
                                                                  -------------       ------------
Cash Flows Provided By Financing Activities:
         Advances from stockholders                                      30,000             40,000
                                                                  -------------       ------------
Increase (decrease)  in cash                                             29,284            (26,843)

Cash- Beginning of period                                                 5,966             48,751
                                                                  -------------       ------------
Cash - End of period                                                $    35,250       $     21,908
                                                                  -------------       ------------
                                                                  -------------       ------------




</TABLE>

See notes to financial statements

<PAGE>

                            LESCARDEN INC.
                            --------------
                                                       (UNAUDITED)
                                                        ---------
                    NOTES TO FINANCIAL STATEMENTS
                    -----------------------------
                            August 31, 2004
                            ---------------
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, 2004.

     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 $218,125 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 $400,000 at August 31, 2004, are non-interest
bearing and due upon demand. Except for $120,000 of the loans, which are
payable with interest, the loans 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.

<PAGE>

Note 5 - Inventory:

     Inventory at August 31, 2004 consists of the following:


                     Finished Goods      $      87,085
                     Raw Materials              94,963
                                         -------------
                                         $     182,048
                                         -------------
                                         -------------


Note 6-Subsequent Event:

     On September 16, 2004 the Company announced a licence agreement
with Valeant Pharmaceuticals International, granting Valeant a 10 year
exclusive license to market Lescarden's proprietary product, CATRIX(R)
Wound Dressing through Europe. This Agreement expands the current
relationship between the two companies. Valeant Iberica, a division of
Valenat Pharmaceuticals International currently distributes Catrix in
Spain, Portugal, Greece, Cyprus and Malta. The new license agreement
expands the distribution to include the 25 European Union member
countries as well as the Balkans countries, Russian and the other member
countries of the Commonwealth of Independent States.

<PAGE>

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

     Management's Discussion and Analysis of Financial Condition
                      and Results of Operations
     -----------------------------------------------------------
                           August 31, 2004
                           ---------------

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), who's name had been changed to Valeant Pharmaceuticals
International in the fiscal year ended May 31, 2004.

     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 $17 million from inception to August 31, 2004.
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, 2004 compared to August 31, 2003
--------------------------------------------------------------
     The Company's revenues in the periods were primarily from sales of
CATRIX(R) Wound Dressing to its licensee, the direct sales to consumers
of a line of cosmetic products, which include the Company's proprietary
bovine cartilage material and from the sale of BIO-CARTILAGE(R) capsules
and license fees. The Company's revenues increased in the fiscal quarter
ended August 31, 2004 as compared to August 31, 2003, primarily due to
increased sales of CATRIX(R) Wound Dressing to its licensee.

     Total costs and expenses during the three months ended August 31, 2003
were 114% or $191,935 higher than those of the comparative prior year period.
The increase was principally due to higher cost of product sales of $200,195,
office salaries of $3,282 and other interest expense of $4,816; which were
partially off set by lower rent office expenses of $13,527.

     The Company's cash balance increased by $29,284 in the quarter ended
August 31, 2004 compared to decrease of $26,843 in the comparative prior year
period. The Company received advances from stockholders of $30,000 in the three
months ended August 31, 2004 compared to $40,000 in three months ended August
31, 2003.

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.

<PAGE>



Present Liquidity
-----------------

     The Company's present liquidity position is critical.  As of August
31, 2004 the Company's liabilities exceeded its total assets by $650,308.
The Company will require additional product sales or funding during or,
shortly after the end of, the current fiscal quarter ending November 30, 2004,
to sustain its operations.

     As a result of the history of losses incurred by the Company, the net
loss during the year ended May 31, 2004 of ($352,554), 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, 2004 and 2003 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(R) 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 prosecuted an appeal
of this decision. On December 3, 2003 the Company announced that the Spanish
Ministry of Health has approved government reimbursement of its Catrix(R) Wound
Dressing. The approval ensures that Patients will receive either substantial
or full reimbursement.

<PAGE>



     In the fiscal year ended May 31, 2003 the Company granted ICNI the
exclusive license for the CATRIX(R) 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. However, there have been no sales by the Company of
CATRIX(R) Wound Dressing to ICN Canada in the fiscal year ended May 31, 2004
and sales will not resume until the Company recieves a Canadian regulatory
certification (IS045) on the products. While it is uncertain when and if the
Company will obtain the required IS045 certification, the Company expects to
obtain the required certification in the later part of the fiscal year ending
May 31, 2005.

     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, 2004.

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

<PAGE>


controls and procedures are effective.

     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 5. Other Information
-------------------------

  On September 16, 2004 the Company announced that it had entered into a
license agreement with Valeant Pharmaceuticals International, granting
Valeant a 10 year exclusive license to market Lescarden's proprietary product,
CATRIX(R) Wound Dressing through Europe. This agreement expands
the current relationship between the two companies. Valeant Iberica, a
division of Valeant Pharmaceuticals International currently distributes
Catrix(R) in Spain, Portugal, Greece, Cyprus and Malta. The new license
agreement expands the distribution to include the 25 European Union member
countries as well as the Balkans countries, Russia and the other member
countries of the Commonwealth of Independent States.


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, 2004.



                             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 8, 2004     s/William E. Luther
                          ------------------
                          William E. Luther
                          President and
                          Chief Executive Officer
<PAGE>