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 31,2006.
                               -----------------

[ ] 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 6, 2006
----------------------------            --------------------------------
Common Stock $.001 par value                        31,057,418


<page>

                                     LESCARDEN INC.

                               CONDENSED BALANCE SHEETS

                                         ASSETS

<table>

<S>                                                   <C>                          <C>
                                                  August 31,2006               May 31, 2006
	                                            (UNAUDITED)                  (AUDITED)
	                                         ----------------            ---------------
Current Assets:
Cash and cash equivalents                          $     952,762               $  1,094,677
Accounts Receivable                                       89,018                     68,823
Inventory                                                198,599                    202,466
                                                 ----------------            ---------------
Total Current Assets                                   1,240,379                  1,365,966

Deferred Income Tax Asset, net of valuation
allowance of $1,736,000 and $1,687,000 at
August 31, 2006 and May 31, 2006, respectively
                 Total Assets                      $   1,240,379               $  1,365,966

LIABILITIES AND STOCKHOLDERS' EQUITY

Currents Liabilities:
Accounts payable and accrued expenses              $     142,630               $     86,536

Deferred license fees                                  1,105,750                  1,143,500
                                                   --------------              -------------
Total liabilities                                      1,248,380                  1,230,036


Commitments and Contingencies

Stockholders' Equity:
Convertible Preferred Stock                                1,840                      1,840
Common Stock                                              31,057                     31,057
Additional Paid-In Capital                            16,634,596                 16,634,596
Accumulated Deficit                                  (16,675,494)               (16,531,563)
                                                   --------------             --------------
Stockholders'(deficiency) Equity                          <8,001>                   135,930
                                                   --------------             --------------
Total Liabilities and
Stockholders'(deficiency)Equity                     $  1,240,379               $  1,365,966
                                                   --------------             --------------
</table>


See notes to financial statements


<page>




                                       LESCARDEN INC.

                             CONDENSED STATEMENTS OF OPERATIONS
<table>


	                                                       (UNAUDITED)
                                                           For the Three Months
                                                           Ended August 31, 2006

 <S>                                                            <C>           <C>
	                                                       2006           2005
                                                           -----------     ----------
Total Revenues	                                           $  118,910      $ 482,129
                                                           -----------     ----------
Costs and Expenses:
Cost of  Sales                                                 58,780        256,606
Salaries   Officer                                             37,500         31,250
Salaries - Office                                              24,231         33,478
Professional Fees and Consulting                               61,161         58,612
Research and Development                                          -           20,397
Rent and Office Expenses                                       32,416         36,486
Travel and Meetings                                            30,817         26,127
Payroll and Other Taxes	                                        6,563          4,740
Insurance                                                       4,671         10,173
Other Administrative Expenses                                   6,702         11,916
                                                           -----------     ----------

Total Costs and Expense                                       262,841        489,785

Net Income (Loss)                                          $ (143,931)      $ (7,656)
                                                           -----------     -----------
Net Income (Loss) Per Share - Basic and Diluted                $(0.00)        $(0.00)
                                                           -----------     -----------
                                                           -----------     -----------

Weighted Average Number of
  Common Shares Outstanding - Basic and Diluted            31,057,418      30,907,418
                                                           -----------     -----------
                                                           -----------     -----------



</table>

See notes to financial statements

<page>




                                               LESCARDEN INC.

                                    CONDENSED STATEMENTS OF CASH FLOWS
<table>


	                                                             (UNAUDITED)
                                                             For the Three Months Ended
                                                                  August 31, 2006

       <S>                                                    <C>               <C>

	                                                       2006             2005
                                                         -------------    --------------
Cash Flows Used in Operations
Net Loss		                                  $  (143,931)     $   (7,656)
Adjustments to reconcile net loss to net
cash used in operating activities:
Changes in operating assets and liabilities
(Increase) in accounts receivable                             (20,195)       (410,288)
Decrease(Increase) in inventory	                                3,867          (1,144)
Decrease in prepaid expense                                                     2,959
Increase(Decrease)in accounts payable and
accrued expenses                                               56,094          (4,107)
(Decrease)in deferred license fees                            (37,750)        (28,375)
                                                          ------------    -------------
Net Cash Flow Used In Operations                             (141,915)       (448,611)
                                                          ------------    -------------
Decrease in cash                                             (141,915)       (448,611)

Cash - Beginning of Period                                  1,094,677       1,030,019
                                                          ------------    -------------
Cash - End of Period                                       $  952,762      $  581,408
                                                          ------------    -------------


</table>

See notes to financial statements

<page>



                                 LESCARDEN INC.

                    (UNAUDITED) NOTES TO FINANCIAL STATEMENTS

                                August 31, 2006

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, 2006.

     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 $1,105,750 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, 2006 consists of the following:


Finished Goods and deposit           $   80,649
Raw Materials                           117,950
                                     -----------
                                     $  198,599


Note 5. Recent Accounting Pronouncements

     In June 2006, the FASB issued Interpretation No. 48, "Accounting for
Uncertainty in Income Taxes-an Interpretation of FASB Statement No. 109"
("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes
recognized in a company's financial statements in accordance with SFAS No. 109,
"Accounting for Income Taxes." FIN 48 prescribes a recognition threshold and
measurement attribute for the financial statement recognition and measurement
of a tax position taken or expected to be taken in a tax return. FIN 48 is
effective for fiscal years beginning after December 15, 2006.The Company is
currently reviewing this new standard to determine its effects, if any, on its
results of operations or financial position.

<page>


                                 LESCARDEN INC.

            Management's Discussion and Analysis of  Financial Condition
                           and Results of Operations
                                August 31, 2006




                             Results of Operations

Overview

     Since its inception in 1960, Lescarden has devoted its resources to fund
research and development of proprietary biologic materials with a focus on
wound healing, skin care, osteoarthritis and cancer applications.   In the
ensuing years, significant studies substantiated the ability of Catrix(R),
Lescarden's proprietary cartilage powder, to function as a biological response
modifier, by stimulating the body's immune system.  Further studies indicated
that, Catrix could also be effective against diseases such as arthritis,
scleroderma, psoriasis and even cancer.

     Due to the amount of capital required to conduct ongoing research for new
product development, as well as the large scale testing necessary to secure
regulatory approvals, the Company in recent years has shifted its focus to
pursuing marketing and licensing opportunities for fully developed products
that have received patents and are ready for commercialization.

     The Company's product line is led by Catrix(R) Wound Dressing, a powder
derived from bovine cartilage that has been shown in clinical tests to be
effective, when topically applied, in the management of an array of chronic
lesions and burns, including decubitus ulcers, venous stasis ulcers,and
diabetic ulcers.  The product has been approved for sale by the FDA and the
Spanish Health Ministry.  Under an exclusive license, Valeant Pharmaceuticals
International is currently marketing Catrix Wound Dressing in the European
Market countries, and is awaiting regulatory approval to commence
commercialization in Russia, the Balkan States and the CIS States.

     Lescarden also 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 patented
glucosamine polymer, Poly-Nag(R), also contribute 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.

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 company's
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.

<page>


Three months ended August 31, 2006 compared to August 31, 2005

     The Company's revenues decreased in the fiscal quarter ended August 31,
2006 compared to August 31, 2005 by 75% or $363,219 primarily due to decreased
sales of Catrix(R) Wound Dressing to its licensees.

     The decrease in product sales was largely due to significant inventory
that Valeant, the Company's European licensee, had acquired for the
region toward the end of fiscal 2006, which was still being worked off in this
quarter.

     In June, Lescarden reached an agreement with Smith & Nephew, a leader in
the wound care market to distribute Catrix Wound Dressing in Spain to general
practitioners and primary care physicians, leaving Valeant to cover the
dermatology segment of the market.

     Smith & Nephew has extensive field experience and a solid reputation among
physicians it is already contacting. The Company believes this new arrangement
will help to reinvigorate Spanish sales of the Wound Dressing.

     In addition, the Company continues to work with licensees in the non-EU
countries and the Far East to obtain the various marketing and reimbursement
approvals necessary to facilitate large scale use of the Company's products.

     Total costs and expenses during the three months ended August 31, 2006
were 47% or $229,944 lower than those of the comparative prior year period.
The decrease was principally due to lower, cost of product sales of $197,826
and research and development of $20,397.

<page>

Liquidity and Capital Resources

Overview

     The Company had a loss of $143,931 for the three months ended August 31,
2006 principally as the result of lower revenues.


Present Liquidity

     As of August 31, 2006, the Company's current assets exceeded its accounts
payable and accrued expenses by $1,097,749.

     The Company's cash and cash equivalents balance decreased by $141,915 in
the quarter ended August 31, 2006 to $952,762.

     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.

     The Company has no material commitments for capital expenditures at
August 31, 2006.


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.

     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 as of the end of the period covered by this quarterly
report on Form 10QSB.

     There have been no significant changes in the Company's internal controls
or in other factors that could significantly affect the internal controls
subsequent to the date of their evaluation in connection with the preparation
of this quarterly report on Form 10-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, 2006.



INDEX TO EXHIBITS

 31    Certification pursuant to Exchange Act Rule 13a - 14 (a)/15d-14(a)

 99.2  Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant
       to section 906 ofthe 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, 2006

                                S/William E. Luther
                                  William E. Luther
                                  President and
                                  Chief Executive Officer