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 31,2005.
                               -----------------

[ ] 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 October 7, 2005
----------------------------            --------------------------------
Common Stock $.001 par value                        30,907,418

<PAGE>


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

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

                                ASSETS
                                ------
                                             		            May 31, 2004       August 31, 2005
                                                                      (UNAUDITED)         (AUDITED)
                                                                  -----------------     ------------
<S>                                                               <C>                   <C>

Current Assets:
     Cash and cash equivalents                                    $         581,408     $  1,030,019
     Accounts Receivable                                                    420,858           10,570
     Inventory                                                              103,585          102,441
     Prepaid Expense                                                           -               2,959
                                                                  -----------------     ------------


           Total Current Assets                                           1,105,851        1,145,989
                                                                  -----------------     ------------
                                                                  -----------------     ------------

Deferred Income Tax Asset, net of valuation allowance of
$1,669,000 and $1,666,000 at August 31, 2005 and
May 31, 2005 respectively                                                      -                -
                                                                  -----------------     ------------


Total Assets                                          		$         1,105,851        1,145,989

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


             LIABILITIES AND STOCKHOLDERS' Equity

Currents Liabilities:
    Accounts payable and accrued expenses                         $         178,351     $    182,458

Deferred license fees                                                       919,250          947,625
                                                                  -----------------     ------------

     Total liabilities                                                    1,097,601        1,130,083
                                                                  -----------------     ------------

Commitments and Contingencies

Stockholders' Equity:
      Convertible Preferred Stock                                             1,840            1,840
      Common Stock                                                           30,907           30,907
      Additional Paid-In Capital                                         16,582,246       16,582,246
      Accumulated Deficit                                               (16,606,743)     (16,599,087)
                                                                  -----------------     ------------

Stockholders' Equity                                                          8,250           15,906
                                                                  -----------------     ------------

     Total Liabilities and Stockholders' Equity               $        $  1,105,851     $  1,145,989
                                                                  -----------------     ------------
                                                                  -----------------     ------------

</TABLE>

See notes to financial statements

<PAGE>
<TABLE>


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

                  CONDENSED STATEMENTS OF OPERATIONS
                  ----------------------------------
<CAPTION>



                                                (UNAUDITED)
                                            For The Three Months
                                            Ended August 31, 2005
 <S>                                  <C>           <C>
                                             2005         2004
                                             ----         ----

Total Revenues                          $ 482,129   $  376,992
                                     ------------  -----------

Costs and Expenses:
   Cost of  Sales                         256,606      224,953
   Salaries - Officer                      31,250       27,000
   Salaries - Office                       33,478       21,977
   Professional Fees and Consulting        58,612       28,000
   Rent and Office Expenses                36,486       22,239
   Research and Development                20,397          -
   Travel and Meetings                     26,127       13,202
   Taxes Other                              4,740        4,195
   Insurance                               10,173          241
   Interest                                   -          6,964
   Other Administrative Expenses           11,916       12,138
                                     ------------  -----------
     Total Costs and Expense              489,785      360,909
                                     ------------  -----------

     Net Income (Loss)                  $  (7,656)   $  16,083
                                     ------------  -----------
                                     ------------  -----------


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



Weighted Average Number of
 Common Shares Outstanding-
 Basic and Diluted                     30,907,418   29,830,495
                                     ------------  -----------
                                     ------------  -----------


See notes to financial statements
</TABLE>

See notes to financial statements
<PAGE>

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

<TABLE>

                  CONDENSED STATEMENTS OF CASH FLOWS
                  ----------------------------------
<CAPTION>
                                                                                (UNAUDITED)
                                                                         For the Three Months Ended
                                                                               August 31, 2005
                                                                        --------------------------


 <S>                                                               <C>                <C>
                                                                           2005               2004
                                                                           ----               ----


Cash Flows Provided by Used in Operations:
     Net Income (Loss)                                                $  (7,656)       $    16,083
     Adjustments to reconcile net income (loss) to
       cash used in operating activities:
       Imputed interest on advances from stockholders                        -               6,964
       Changes in operating assets and liabilities:
       (Increase) in accounts receivable                            $  (410,288)               -
       (Increase) in inventory                                           (1,144)           (26,828)
       Decrease in prepaid expense
       (Decrease) Increase in accounts payable and                        2,959                -
       accrued expenses                                                  (4,107)            11,190
       (Decrease)  in deferred licence fees                             (28,375)            (8,125)
                                                                  -------------       ------------
Net Cash Flow provided by (Used In) Operations                         (448,611)              (716)
                                                                  -------------       ------------

Cash Flows Provided By Financing Activities:
       Advances from stockholders                                          -	            30,000

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


  Increase (decrease) in cash                                          (448,611)            29,284

Cash- Beginning of period                                             1,030,019              5,996
                                                                  -------------       ------------

Cash - End of period                                              $     581,408       $     35,250
                                                                  -------------       ------------
                                                                  -------------       ------------




</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
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-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, 2005.

     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 $919,250 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 - Inventory:
     Inventory at August 31, 2004 consists of the following:

  Finished Goods          $           22,347
  Raw Materials                       81,238
                                     -------
                          $          103,585
                                     -------
                                     -------




<PAGE>



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

     Management's Discussion and Analysis of Financial Condition
                      and Results of Operations
     -----------------------------------------------------------
                           August 31, 2005
                           ---------------

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

Overview
--------


     Since  its inception, the Company has primarily devoted its resources
to fund research, drug discovery and development for it's proprietary
biologic materials with a focus on wound healing, skin care, osteoarthritis
and cancer applications.  In recent years the Company has shifted emphasis
to developing,marketing and licensing opportunities for these technologies.

     The Company's revenues are led by, CATRIX(R) Wound Dressing, a topical
powder derived from bovine cartilage. The Wound Dressing is indicated
for the management of an array of chronic wounds and burns. In addition, the
Company derives revenue from a line of Catrix-based skin care products
targeting the Plastic Surgery, Dermatology and Spa markets. Sales of two
nutritional supplements, BIO-CARTILAGE(R) and a glucosamine polymer,
Poly-NAG(R) also contribute modestly to the Companys overall 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 forward basis, we evaluate our estimates, including those
related to inventories and deferred income taxes. We base 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.


Revenue recognition

     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.

Deferred license fees relate to license fees received from the companys

<PAGE>

licenses which are amortized over the term of the license agreements.


Inventory Valuation

     Inventories are valued at lower of cost,using first in first out method,
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 Companys revenues increased in fiscal quarter ended August 31, 2005
as compared to August 31, 2004 by $105,137, primarily due to increased sales
of Catrix(R) Wound Dressing.

     Total costs and expenses during the three months ended August 31, 2005
36% or $128,876 higher due to increased sales and developing future business
opportunities. The increase was due to a 14% increase in cost of sales,or of
$31,653, and increasesin professional fees and consulting of $30,612,
research and development of $20,397, rent and office expenses of $14,247,
travel and meetings of $12,925 and insurance expense of $9,932.  These
increases were partially offset by a decrease in interest expense of $6,964.

     The Company's cash balance decreased by $448,611 and accounts receivable
increased by $410,288 in the quarter ended August 31, 2005 compared to an
increase in cash of $29,284 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 none in the three months ended August 31, 2005.

Liquidity and Capital Resources

Overview

     The Company has a loss of $7,656 for the three months ended August 31, 2005
principally the result of higher expenses in the current period.  In addition,
cash flows from operations decreased in the three months ended mostly due to an
increase in accounts receivable of $410,288 which was collected in the
subsequent period.

<page>

investors), and in recent years, from revenues from licensing fees and product
sales.

Present Liquidity

As of August 31,2005, the company's current assets exceeded it's accounts
payable and accured expenses by $927,500.

     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 propriety product, CATRIX(R)
Wound Dressing through Europe.  This agreement expands the current relationship
between the two companies.  Valeant Iberica, (formerly ICN Iberica) a division
of Valeant Pharmaceutical, 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 Balkan
countries, Russia and other member countries of the Commonwealth of Independent
States. Sales of CATRIX(R) commenced in the EU countries in November and
December 2004.

     On December 22, 2004 the Company announced that it had entered into a
license agreement with Daewoong Pharmaceutical Co. Ltd. Of Seoul, Korea
granting Daewoong a 10 year exclusive license to market Lescarden's
proprietary product CATRIX(R)Wound Dressing in South Korea. Daewoong is the
fourth-largest pharmaceutical manufacturer and distributor in Korea.
Implementation of this Agreement is contingent upon securing marketing
approval for the product by the Korean FDA.

The Company has no material commitments for capital expenditures at August 31,
2005.

     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.

<page>


     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.

     There have been no significant changes in the Company's internal controls
or in other factors that could significantly affect the 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, 2005.



                          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 7, 2005      s/William E. Luther
                         ------------------
                         William E. Luther
                         President and
                         Chief Executive Officer
<PAGE>


CERTIFICATION

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

1. I have reviewed this quarterly report on Form 10-QSB 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 - (15(e) and 15d-15(e))  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 7, 2005
William E Luther
Chief Executive Officer and Chief Financial Officer