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 February 29,2004.
                               -----------------

[ ] 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 February 28, 2005
----------------------------            --------------------------------
Common Stock $.001 par value                        29,830,495

<PAGE>


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

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

                                ASSETS
                                ------
                                             		            February 29, 2004     May 31, 2003
                                                                      (UNAUDITED)         (AUDITED)
                                                                  -----------------     ------------
<S>                                                               <C>                   <C>

Current Assets:
     Cash                                                         $         308,275     $      5,966
     Accounts Receivable                                                    292,650             -
     Inventory                                                              144,557          155,220
                                                                  -----------------     ------------


           Total Current Assets                                             745,482          161,186
                                                                  -----------------     ------------
                                                                  -----------------     ------------

Deferred Income Tax Asset, net of valuation allowance of
$2,143,000 and $2,186,000 at February 28, 2005 and
May 31, 2004 respectively                                                      -                -
                                                                  -----------------     ------------


Total Assets                                          		$         745,482     $    161,186

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


             LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Currents Liabilities:
    Accounts payable and accrued expenses                         $         298,994     $    238,291
    Advances from stockholders                                              350,000          370,000
    Deferred license fees                                                   629,125          226,250
                                                                  -----------------     ------------

     Total liabilities                                                    1,278,119          834,541
                                                                  -----------------     ------------

Commitments and Contingencies

Stockholders' Deficiency:
      Convertible Preferred Stock                                             1,840            1,840
      Common Stock                                                           29,830           29,830
      Additional Paid-In Capital                                         16,303,323       16,288,109
      Accumulated Deficit                                               (16,867,630)     (16,993,134)
                                                                  -----------------     ------------

Stockholders' Deficiency                                                   (532,637)        (673,355)
                                                                  -----------------     ------------

     Total Liabilities and Stockholders' Deficiency               $         745,482     $    161,186
                                                                  -----------------     ------------
                                                                  -----------------     ------------

</TABLE>

See notes to financial statements

<PAGE>
<TABLE>


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

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



                                                (UNAUDITED)                  (UNAUDITED)
                                            For The Three Months         For the Nine Months
                                            Ended                        Ended
                                      February 28, February 29,    February 28,  February 29,
 <S>                                  <C>           <C>             <C>           <C>
                                             2005         2004            2005          2004
                                             ----         ----            ----          ----

Total Revenues                       $    357,184  $   174,882     $ 1,307,480   $   286,094
                                     ------------  -----------     -----------   -----------

Costs and Expenses:
   Cost of  Sales                         195,037       83,910         684,150       128,678
   Salaries - Officer                      31,250       27,000          88,083        82,440
   Salaries - Office                       23,663       19,058          60,773        54,665
   Professional Fees and Consulting        49,543       15,105         144,456        53,410
   Rent and Office Expenses                24,392       30,625          63,425        88,421
   Research and Development                 5,200         -              5,200          -
   Travel and Meetings                     13,643        8,334          54,118        22,416
   Taxes Other                              4,791        3,936          11,992        11,428
   Insurance                                5,877          774          16,920         1,928
   Interest                                 6,125        5,051          19,214        10,440
   Other Administrative Expenses            5,588        6,264          33,645        30,108
                                     ------------  -----------     -----------   -----------
     Total Costs and Expense              365,109      200,057       1,181,976       483,934
                                     ------------  -----------     -----------   -----------

     Net Income (Loss)               $    ( 7,925) $   (25,175)     $  125,504    $ (197,840)
                                     ------------  -----------     -----------   -----------
                                     ------------  -----------     -----------   -----------


     Net Income (Loss) Per Share     $       (.00) $      (.00)     $      .00    $     (.00)
                                     ------------  -----------     -----------   -----------
                                     ------------  -----------     -----------   -----------



Weighted Average Number of
 Common Shares
 Outstanding -Basic                    29,830,495   29,830,495      29,830,495    29,674,939
                                     ------------  -----------     -----------   -----------
                                     ------------  -----------     -----------   -----------

            -Diluted                   29,830,495   29,830,495      30,062,434    29,674,939
                                     ------------  -----------     -----------   -----------
                                     ------------  -----------     -----------   -----------

See notes to financial statements
</TABLE>

See notes to financial statements
<PAGE>

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

<TABLE>

                  CONDENSED STATEMENTS OF CASH FLOWS
                  ----------------------------------
<CAPTION>
                                                                                (UNAUDITED)
                                                                         For the Nine Months Ended
                                                                        --------------------------

                                                                    February 28,       February 29,

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


Cash Flows Provided by (Used in) Operations:
     Net Income (Loss)                                              $   125,504        $  (197,840)
     Adjustments to reconcile net income (loss) to
       cash provided by (used in) operating activities:
       Imputed interest on advances from stockholders                    15,214             10,440
       Changes in operating assets and liabilities:
       Increase in accounts receivable                                 (292,650)           (90,017)
       Decrease in inventory                                             10,663             11,312
       Increase (Decrease)  in accounts payable and
       accrued expenses                                                  60,703             (4,992)
       Increase (Decrease)  in deferred licence fees                    402,875            (24,375)
                                                                  -------------       ------------
Net Cash Flow provided by (Used In) Operations                          322,309           (295,472)
                                                                  -------------       ------------

Cash Flows Provided By Financing Activities:
       Advances from stockholders                                        30,000            210,000
       Repayment of advances from stockholders                          (50,000)              -
       Exercise of Warrants                                                -                35,000
       Increase in bank overdraft                                          -                 1,721
                                                                  -------------       ------------
Cash Flows Provided by (Used in) Financing Activities                   (20,000)           246,721
                                                                  -------------       ------------

  Increase (Decrease) in cash                                           302,209            (48,751)

Cash- Beginning of period                                                 5,966             48,751
                                                                  -------------       ------------

Cash - End of period                                              $     308,275       $       -
                                                                  -------------       ------------
                                                                  -------------       ------------




</TABLE>

See notes to financial statements

<PAGE>

                            LESCARDEN INC.
                            --------------
                                                       (UNAUDITED)
                                                        ---------
                    NOTES TO FINANCIAL STATEMENTS
                    -----------------------------
                           February 28, 2005
                           -----------------
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 fees of $629,125 stated on the balance sheet relates
to a licensee fee received from the Company's licensees in Canada, Europe and
Korea which are 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 $350,000 at February 28, 2005, are due upon
demand. Except for $70,000 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 February 28, 2005 consists of the following:


                      Finished Goods     $      84,919
                      Raw Materials             59,638
                                         -------------
                                         $     144,557
                                         -------------
                                         -------------

<PAGE>

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

     Management's Discussion and Analysis of Financial Condition
                      and Results of Operations
     -----------------------------------------------------------
				   February 28, 2005
                           -----------------

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

Overview
--------


Since its inception, the Company has primarily devoted its resources
to fund research, discovery and development for its 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 Company's 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 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.

Deferred License Fees

Deferred license fees relate to licensee fees received by the company which are
amortized over the term of the licensee agreements.

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.

<PAGE>



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 February 28, 2005 compared to February 29, 2004
------------------------------------------------------------------
     The Company's revenues increased in the three months ended February 28,
2005 compared to February 29, 2004 by $182,302 primarily due to increased
territorial license fees and increased sales of CATRIX(R)Wound Dressing to
its licensees.

     Total costs and expenses during the three  months ended February 28,
2005 were 83% or $165,052 higher than those of the comparative prior year
period. The increase was principally due to higher cost of sales of
$111,127 and professional fees of $34,438.


Nine months ended February 28, 2005 compared to February 29, 2004
------------------------------------------------------------------
     The Company's revenues increased in the nine  months ended February 28,
2005 compared to February 29, 2004 by $1,021,386 primarily due to increased
territorial license fees and increased  sales of CATRIX(R)Wound Dressing to
its licenses.

     Total costs and expenses during the nine  months ended February 28, 2005
were 144% or $698,042 higher than those of the comparative prior year period.
The increase was principally due higher cost of sales of $555,472, professional
fees of $91,046, and travel and meetings of $31,702, which was partially offset
by lower rent and office expenses of $24,996.

     The Company's cash balance increased by $302,209 in the nine months ended
February 28, 2005 compared to a $48,751 decrease in the comparative prior year
period. The Company received net license fees of $435,000 in the nine months
ended February 28, 2005 compared to none in nine months ended February 29,
2004.

Liquidity and Capital Resources.
-------------------------------

Overview
--------

     The Company, earned net income from operations of $125,504 for the nine
months ended February 28, 2005. Prior to achieving profitability, working
capital has been provided primarily from the sale of equity securities and
from borrowing (from its officers, directors, and

<PAGE>


shareholders and from outside investors).

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


     As of February 28, 2005 the Company's current assets exceeded its
accounts payables and advances from stockholders which are payable in cash
by $376,488.

     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,(formerly ICN Iberica)
a division of Valeant 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, Russia and the 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. Its expected that this marketing
approval by the will be cleared in the fourth quarter of 2005 and active
marketing will commence shortly thereafter.

     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
February 28, 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-Q, 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-Q.

<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 February 29, 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: April 5, 2005      s/William E. Luther
                         ------------------
                         William E. Luther
                         President and
                         Chief Executive Officer
<PAGE>

<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-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: April 5, 2005