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, 2002.
                               ---------------

[ ] 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, 2002
----------------------------            ------------------------------
Common Stock $.001 par value                       23,791,668

<PAGE>


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

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

                                ASSETS
                                ------

                                                                  August 31, 2002     May 31, 2002
                                                                     (UNAUDITED)         (AUDITED)
                                                                  ---------------     ------------
<S>                                                               <C>                 <C>
Current Assets:
     Cash                                                         $        77,444     $    115,500
     Inventory                                                             92,373           75,852
                                                                  ---------------     ------------

            Total Current Assets                                          169,817          191,352

Deferred Income Tax Asset, net of valuation allowance of
$2,463,000 and $2,420,000 at August 31, 2002 and
May 31, 2002 respectively						                -	                -
                                                                  ---------------     ------------

Total Assets                                                      $       169,817     $    191,352
                                                                  ---------------     ------------
                                                                  ---------------     ------------



               LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Currents Liabilities:
    Accounts payable and accrued expenses                         $       155,605     $    155,605
    Advances from stockholders                                            380,000          380,000
    Unearned revenue                                                      105,000          105,000
    Deferred license fee                                                   97,500             -
                                                                  ---------------     ------------

Total liabilities                                                         738,105          640,605
                                                                  ---------------     ------------

Commitments and Contingencies

Stockholders' Deficiency:
    Convertible Preferred Stock                                             1,840            1,840
      Common Stock                                                         23,792           23,792
      Additional Paid-In Capital                                       15,841,761       15,835,111
      Accumulated Deficit                                             (16,435,681)     (16,309,996)
                                                                  ---------------     ------------

Stockholders' Deficiency                                                 (568,288)        (449,253)
                                                                  ---------------     ------------


           Total Liabilities and Stockholders' Deficiency         $       169,817     $    191,352
                                                                  ---------------     ------------
                                                                  ---------------     ------------

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


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

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

                                                                         For the Three Months
                                                                           Ended August 31,
                                                                         --------------------
<S>                                                               <C>                 <C>
                                                                            2002              2001
                                                                            ----              ----

Total Revenues                                                      $     19,947      $     20,236
                                                                  --------------      ------------


Costs and Expenses:
   Cost of Product Sales                                                  13,137            15,238
   Salaries - Officer                                                     39,387            35,062
   Salaries - Office                                                       4,654             4,715
   Professional Fees and Consulting                                       29,704            32,577
   Research and Development                                                 -                  200
   Rent and Office Expenses                                               32,905            29,243
   Travel and Meetings                                                    15,143             1,414
   Taxes                                                                     455               455
   Insurance                                                                 279               154
   Interest                                                                6,650             8,081
   Other Administrative Expenses                                           3,318             2,949
                                                                  --------------      ------------

     Total Costs and Expense                                             145,632           130,088
                                                                  --------------      ------------
     Net Loss                                                         $ (125,685)     $   (109,852)
                                                                  --------------      ------------
                                                                  --------------      ------------

     Net Loss Per Share                                               $     (.01)     $       (.00)
                                                                  --------------      ------------
                                                                  --------------      ------------

Weighted Average Number of
  Common Shares Outstanding                                           23,791,668        22,435,356
                                                                  --------------      ------------
                                                                  --------------      ------------


See notes to financial statements


</TABLE>
<PAGE>

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

<TABLE>

                  CONDENSED STATEMENTS OF CASH FLOWS
                  ----------------------------------
<CAPTION>
                                                                            (UNAUDITED)
                                                                     For the Three Months Ended
                                                                             August 31,
                                                                     --------------------------
<S>                                                               <C>                <C>
                                                                            2002              2001
                                                                            ----              ----
Cash Flows Used in Operations:
     Net Loss                                                     $     (125,685)     $   (109,852)
     Adjustments to reconcile net  loss to
       cash used in operating activities:
       Imputed interest on advances from stockholders                      6,650             8,081
       Changes in operating assets and liabilities:
       (Increase) Decrease  in inventory                                 (16,521)           15,238
       Increase  in prepaid expenses                                        -               (8,334)
       Decrease in accounts payable and
        accrued expenses                                                    -               (7,350)
        Increase in deferred licence fee                                  97,500              -
                                                                  --------------      ------------
     Net Cash Flow Used In Operations                                    (38,056)         (102,217)

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

 Decrease in cash                                                        (38,056)          (72,217)

Cash- Beginning of period                                                115,500            79,429
                                                                  --------------      ------------

Cash - End of period                                              $       77,444      $      7,212
                                                                  --------------      ------------
                                                                  --------------      ------------

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


<PAGE>

                            LESCARDEN INC.
                            --------------
                                                       (UNAUDITED)
                                                        ---------
                    NOTES TO FINANCIAL STATEMENTS
                    -----------------------------
                           August 31, 2002
                           ---------------


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, 2002.

     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 unearned revenue of $105, 000 stated on the balance sheet relates
to an advance payment from the Company's licensee in Spain for product,
which has not been shipped to them.

     The deferred license fee of $97,500 stated on the balance sheet relates
to a licensee fee received from the Company's licensee in Canada which is
being amortized over the ten year term of the license agreement.

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 $380,000 at August 31, 2002, are non-interest
bearing and due upon demand. All advances are convertible into common stock
of the Company based on the fair market value of the Company's stock at the
time of the loan. The Company has charged interest expense and credited
paid-in capital for interest imputed on theses loans at market rates.

<PAGE>

Note 5 - Inventory:

Inventory at August 31, 2002 consists of the following:

                Finished Goods        $      20,995
                Raw Materials                71,378
                                      -------------
                                      $      92,373
                                      -------------
                                      -------------

<PAGE>

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

     Management's Discussion and Analysis of Financial Condition
                      and Results of Operations
     -----------------------------------------------------------
                           August 31, 2002
                           ---------------

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).

     On March 19,2002 the Company announced that it had consummated its first
commercial sale of its U.S. patented anti-inflammatory product, POLY-Nag(R),
to EFFI-SCIENCE of Luxembourg. EFFI-SCIENCE placed an order for two million
Poly-Nag capsules for delivery in August 2002. The Company is advised by
Effi-Science that it may intend to distribute the product in several European
countries for sale to consumers as a food supplement. EFFI-SCIENCE, a
privately held company, is a distributor of glucosamine based products, for
the treatment of joint diseases, in France and other European countries. The
material direct costs related to this product were incurred in periods prior
to those presented. As of August 31,2002 the order to Effi-Science was not
shipped.

     POLY-Nag(R), a registered trademark in the United States, is subject to
U.S. Patent #6,117,851 dated September 12,2000, entitled "Treatment Of
Osteoarthritis By Administering POLY-N-ACETYL-D-GLUCOSAMINE". Likewise,
POLY-Nag(R) is subject to a European patent application which is pending,
action on which the Company is advised should occur during the later part of
calender year 2002. The estimated costs necessary to support the project's
development is not expected to be significant. It is not possible to estimate
the period in which material net cash inflows from the project is expected to
commence.

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

     The Company has been unprofitable to date and may continue to incur
operating losses in the foreseeable future. The Company has sustained net
losses of approximately $16.4 million from inception to August 31, 2002.
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.

<PAGE>

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.

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, 2002 compared to August 31, 2001
--------------------------------------------------------------

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

     Total costs and expenses during the three months ended August 31, 2002
were 12% or $15,544 higher than those of the comparative prior year period.
The increase was principally due to higher travel and meetings of $13,729;
and by higher officer salaries of $4,325 and $3,662 of rent and office
expenses.

<PAGE>

    The Company's cash balance decreased by $38,056 in the year ended
August 31, 2002 compared to $72,217 in the comparative prior year period
principally due to the receipt of a $100,000 license fee from the Company's
license in Canada in the current year's period. The Company received
advances from stockholders of $30,000 in the three months ended
August 31,2001 compared to none in three months ended May 31,2002.

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

Overview
--------

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

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


     The Company's present liquidity position is critical.  As of August
31, 2002 the Company's liabilities exceeded its total assets by $568,288.
The Company will require additional product sales or funding during or,
shortly after the end of, the current fiscal quarter ending November 30,
2002, 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, 2002 of ($459,386), 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, 2001 and 2002 contain an explanatory
paragraph indicating that the Company may be unable to continue in existence.

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

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

<PAGE>

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

     Since September 1999, the Company has fulfilled all of its obligations
under its agreement with ICNI, including the timely shipment of the product.
ICNI has commenced implementation of a complete marketing program in Spain,
and it also applied to the appropriate Spanish authorities for a government
sponsored reimbursement plan for patients covered under the national medical
care program.  The Spanish Health Ministry in the Spring of 2001 allowed
only a very low patient reimbursement rate.  As a result, ICNI is
prosecuting an appeal of this decision and a resolution of the matter is
dnot determinate.

     As a result of the low reimbursement rate allowed by the Spanish
government, ICNI has been unable to meet minimum sales levels as set forth
in the parties' agreement.  This has led the parties to agree to continue
their relationship absent an operational agreement until such time as ICNI's
appeal of its rate case has been decided by the Spanish Health Ministry.

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

     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. The Agreement appoints ICN Canada as Lescarden's agent to file the
appropriate marketing application with Health Canada (Therapeutic Device
Division).

     The Companies have agreed to act in concert in perfecting the required
marketing application to the Canadian regulatory authorities, and the parties
anticipate filing this application in the later part of calender year 2002.

     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, 2002.


<PAGE>

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

                     Part II - Other Information
                     ---------------------------

Item 5.  Other Information
--------------------------
           On October 8, 2002 the Company announced that its Chairman and
           Chief Executive Officer, Gerard A. Dupuis is on administrative
           leave from such date.  The Board of Directors has named
           William E. Luther as Vice President and Interim Chief Executive
           Officer.

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, 2002.

                          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 11, 2002   s/William E. Luther
                         ------------------
                         William E. Luther
                         Vice President and
                         Interim Chief Executive Officer