U.S.
Securities and Exchange Commission


Washington,
D.C. 20549





Form 10-Q
- Quarterly or Transitional Report


(Added by 34-30968, eff. 8/13/93, as
amended)





(Mark
One)


xQuarterly Report Under Section 13 or
15 (d) of the Securities Exchange Act of 1934





For the
quarterly period endedFebruary 28, 2009





 ̈ 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 incorporation or organization)
              
              (I.R.S
      Employer Identification No.)420
      Lexington Ave. Ste 212, New York
              
              10170(Address
      of principle executive office)
              
              (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
      April 10, 2009Common
      Stock $.001 par value
              
              30,943,450





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer,  a non-accelerated filer or a smaller reporting
company.





Large
      accelerated filer o
              Accelerated
      filer o
              Non-accelerated
      filer o
              Smaller
      reporting company x





Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act.


Yes o  No  x












LESCARDEN
INC.





CONDENSED
BALANCE SHEETS








February
      28, 2009
                
                
                May
      31, 2008(UNAUDITED)
                
                
                (AUDITED)ASSETSCurrent
      assets:Cash
      and cash equivalents
                
                $
                17,928
                
                
                $
                38,867Accounts
      receivable
                
                
                20,439
                
                
                
                82,490Inventory
                
                
                197,456
                
                
                
                219,637Total
      current assets
                
                
                235,823
                
                
                
                340,994Deferred
      income tax asset, net of valuation allowance of $1,470,000 and $1,435,000
      at February 28, 2009 and May 31, 2008 respectivelyTotal
      assets
                
                $
                235,823
                
                
                $
                340,994LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrents
      liabilities:Accounts
      payable and accrued expenses
                
                $
                188,332
                
                
                $
                173,506Shareholder
      loan
                
                
                129,000
                
                
                
                7,000Deferred
      revenue
                
                
                26,065
                
                
                
                42,722Deferred
      license fees
                
                
                147,220
                
                
                
                264,477Total
      liabilities
                
                
                490,617
                
                
                
                487,705Stockholders'
      deficitConvertible
      preferred stock
                
                
                1,840
                
                
                
                1,840Common
      stock
                
                
                30,943
                
                
                
                30,943Additional
      paid-in capital
                
                
                16,617,615
                
                
                
                16,617,615Accumulated
      deficit
                
                
                (16,905,192
                )
                
                
                (16,797,109
                )Stockholders'
      deficit
                
                
                (254,794
                )
                
                
                (146,711
                )Total
      liabilities and stockholders' deficit
                
                $
                235,823
                
                
                $
                340,994








See notes
to financial statements





2





LESCARDEN
INC.


CONDENSED
STATEMENTS OF OPERATIONS








(UNAUDITED)
                            For the three months ended
                          
                          
                          (UNAUDITED)
                            For the nine months endedFebruary
      28,
                          
                          
                          February
      29,
                          
                          
                          February
      28,
                          
                          
                          February
      29,2009
                          
                          
                          2008
                          
                          
                          2009
                          
                          
                          2008Total
      revenues
                          
                          
                          137,536
                          
                          
                          $
                          89,882
                          
                          
                          
                          357,600
                          
                          
                          $
                          500,208Costs
      and expenses:Cost
      of sales
                          
                          
                          20,395
                          
                          
                          
                          94,577
                          
                          
                          
                          50,562
                          
                          
                          
                          151,234Salaries
                          
                          
                          18,769
                          
                          
                          
                          71,030
                          
                          
                          
                          135,189
                          
                          
                          
                          204,213Professional
      fees and consulting
                          
                          
                          17,237
                          
                          
                          
                          58,462
                          
                          
                          
                          117,154
                          
                          
                          
                          146,163Rent
      and office expense
                          
                          
                          22,936
                          
                          
                          
                          31,335
                          
                          
                          
                          81,632
                          
                          
                          
                          99,943Travel
      and meetings
                          
                          
                          8,306
                          
                          
                          
                          16,644
                          
                          
                          
                          14,378
                          
                          
                          
                          82,942Insurance
                          
                          
                          2,426
                          
                          
                          
                          14,401
                          
                          
                          
                          49,669
                          
                          
                          
                          52,573Other
      administrative expenses
                          
                          
                          5,341
                          
                          
                          
                          3,193
                          
                          
                          
                          17,099
                          
                          
                          
                          8,437Total
      costs and expenses
                          
                          
                          95,410
                          
                          
                          
                          289,642
                          
                          
                          
                          465,683
                          
                          
                          
                          745,505Net
      income (loss)
                          
                          $
                          42,126
                          
                          
                          $
                          (199,760
                          )
                          
                          $
                          (108,083
                          )
                          
                          $
                          (245,297
                          )Net
      income (loss) per share – basic and diluted
                          
                          $
                          0.00
                          
                          
                          $
                          (0.01
                          )
                          
                          $
                          (0.00
                          )
                          
                          $
                          (0.01
                          )Weighted
      average number of commonShares outstanding – basic and
      diluted
                          
                          
                          30,943,450
                          
                          
                          
                          30,943,450
                          
                          
                          
                          30,943,450
                          
                          
                          
                          30,943,450








See notes
to financial statements





3





LESCARDEN
INC.





CONDENSED
STATEMENTS OF CASH FLOWS








(UNAUDITED)
                  For
      the nine months
                  EndedFebruary
      28,
                
                
                February
      29,2009
                
                
                2008Cash
      flows from operating activities:Net
      loss
                
                $
                (108,083
                )
                
                $
                (245,297
                )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Changes
      in operating assets and liabilitiesDecrease
      (increase) in accounts receivable
                
                
                62,051
                
                
                
                (82,372
                )Decrease
      in inventory
                
                
                22,181
                
                
                
                28,657Increase
      in accounts payable and accrued expenses
                
                
                14,826
                
                
                
                53,374Decrease
      in deferred revenue
                
                
                (16,657
                )
                
                
                -Decrease
      in deferred license fees
                
                
                (117,257
                )
                
                
                (157,808
                )Net
      cash flows used in operating activities
                
                
                (142,939
                )
                
                
                (403,446
                )Cash
      flows from financing activities:Increase
      in shareholder loan
                
                
                122,000
                
                
                
                -Cash
      provided by financing activities
                
                
                122,000
                
                
                
                -Decrease
      in cash
                
                
                (20,939
                )
                
                
                (403,446
                )Cash
      - beginning of period
                
                
                38,867
                
                
                
                413,569Cash
      – end of period
                
                $
                17,928
                
                
                $
                10,123








See notes
to financial statements





4





LESCARDEN
INC.





(UNAUDITED) NOTES TO
FINANCIAL STATEMENTS





February 28,
2009





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-Q 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, 2008.





The
results of operations for the interim periods are not necessarily indicative of
results to be expected for a full year's operations. As shown in the financial
statements, the Company incurred a year to date loss from operations and has
stockholder’s deficiency. The Company’s major stockholder has committed to
provide loans to the company as needed to fund operations. All loans from such
stockholder will be due or payable no earlier than June 1, 2009 or until the
company returns to profitability. The Company’s major stockholder
provided additional non-interest bearing loans totaling $122,000 to the
Company during the nine month period ended February 28, 2009.





Effective
June 1, 2007, the Company adopted the provisions of FASB Interpretation No. 48
("FIN 48"), "Accounting for Uncertainty in Income Taxes—An Interpretation of
FASB Statement No. 109." FIN 48 provides detailed guidance for the financial
statement recognition, measurement and disclosure of uncertain tax positions
recognized in the financial statements in accordance with SFAS No. 109. Tax
positions must meet a "more-likely-than-not" recognition threshold at the
effective date to be recognized upon the adoption of FIN 48 and in subsequent
periods. Upon the adoption of FIN 48, the Company had no unrecognized tax
benefits.





Income
taxes are computed using the asset and liability method of accounting. Under the
asset and liability method, a deferred tax asset or liability is recognized for
estimated future tax effects attributable to temporary differences and
carryforwards. The measurement of deferred income tax assets is adjusted by a
valuation allowance, if necessary, to recognize future tax benefits only to the
extent, based on available evidence; it is more likely than not such benefits
will be realized. The Company recognizes interest and penalties, if any, related
to uncertain tax positions in selling, general and administrative expenses. No
interest or penalties related to uncertain tax positions were accrued at
February 28, 2009.





The tax
years 2004 through 2008 remain open to examination by the major taxing
jurisdictions in which the Company operates. The Company expects no material
changes to unrecognized tax positions within the next twelve months. The results
of operations for the interim periods are not necessarily indicative of results
to be expected for a full year's operations.





Certain
prior period amounts have been reclassified to conform to current period
presentation.





5





LESCARDEN
INC.





Management's Discussion and
Analysis of  Financial Condition


and Results of
Operations


February 28,
2009





Results
of Operations:





The
results of operations for the nine months ended February 28, 2009 reflect a
transitional period for the Company brought about by a strategic refocusing on
licensing opportunities and production cost efficiencies.  Despite the
global economic slowdown, demand for the Company’s products in the European and
Asian markets remained strong.  Our licensees in Europe and Asia are
well positioned to pursue promotional opportunities and grow brand awareness in
the targeted markets.





The
launch of Caty-S in the Korean market reflects an effort to identify the unique
needs of that market and offer a formulation of the Company’s core product to
meet those needs.  The Company’s investment in product development
production costs is expected to provide a sustainable competitive advantage in
the Korean market but has resulted in lower gross margins with respect to
current period sales.  The 30% increase in the Korean won/U.S. dollar
exchange rate during the past year has resulted in reduced sales volume and
delayed payment of outstanding accounts receivable.  The Company is
currently negotiating a discounted unit cost in exchange for more favorable
payment terms with its major customer in Korea but does not anticipate a
significant change in gross margin due to improved production cost
efficiencies.





The
Company has reached an agreement with Alcan Packaging and reconfigured its
regulatory oversight of the production process in an effort to reduce the direct
product costs of production.  The decision by the Company’s former
packager to discontinue involvement with animal source product necessitated this
change and caused a delay in the Company’s ability to fulfill a $225,000
purchase order from its European licensee.  The Company reached an
agreement with its former packager in November 2007 to accept non-recurring
payments of $30,000 during the second quarter and an additional payment of
$50,000 paid during the third quarter in full settlement of the business
interruption and resulting product fulfillment delay brought about by its
decision to discontinue packaging the Company’s products.  The
evaluation of regulatory compliance at the new packaging facilities is expected
to be completed during the fourth fiscal quarter.





Nine
months ended February 28, 2009 compared to February 28, 2008





The
Company’s revenues decreased 29% or $142,608 during the nine months ended
February 28, 2009 compared to February 28, 2008 due to decreased sales of
Bio-Cartilage and Catrix skincare to its licensees in Asia offset by an increase
in other income and sales of Poly-Nag to emerging markets in the
Philippines.  Other income of $80,183 representing a payment from the
Company’s former packager of Catrix products was included in revenue for the
period pursuant to a settlement agreement and release signed by the Company in
November, 2008.





Total
costs and expenses during the nine months ended February 28, 2009 were 38% or
$279,822 lower than those of the comparative prior year period. The decrease was
due to decreases in cost of sales, salaries, professional fees, rent and office
and travel and meeting expenses brought about by the Company’s strategic
refocusing on licensing opportunities offset by an increase in other
administrative expense of $8,662 attributable to increased shipping costs
pertaining to the launch of reformulated Caty-S in the Korean
market.





Three
months ended February 28, 2009 compared to February 28, 2008





The
Company’s revenues increased in the fiscal quarter ended February 28, 2009
compared to February 28, 2008 by 53% or $47,654 due to the return of $73,726 of
Catrix skin care products by the Korean licensee during the third quarter of
fiscal 2008 and an increase in other income of $50,000 representing the final
payment from the Company’s former packager pursuant the settlement agreement and
release signed in November, 2008.





6





Total
costs and expenses during the three months ended February 28, 2009 were 67% or
$194,232 lower than those of the comparative prior-year period. The decrease was
principally due to decreases in cost of sales, salaries and professional
fees.  With the completion of the Korean product reformulation and
approval, gross margins have returned to and are expected to remain at historic
levels.





Liquidity and Capital
Resources




As of
February 28, 2009, the Company’s current assets exceeded its accounts payable
and accrued expenses by $47,491.  The Company’s cash and cash
equivalents balance decreased by $20,939 during the nine months ended February
28, 2009 to $17,928. The company’s major shareholder provided loans totaling
$122,000 during the nine-month period ended February 28, 2009 and has committed
to provide loans to the Company as needed to fund operations until the company
returns to profitability.





The Company has no material commitments
for capital expenditures at February 28, 2009.





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 and Chief Financial Officer,
as appropriate, to allow timely decisions regarding required disclosure. The
Company’s management, including the Chief Executive and 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 and 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 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 10-Q.





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-Q.





7





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 28, 2009.








INDEX TO
EXHIBITS






31
              Certification
      pursuant to Exchange Act Rule 13a – 14
  (a)/15d-14(a)
 
 32
              Certification
      pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of
      the Sarbanes-Oxley Act of
2002








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 10, 2009S/William E. LutherWilliam E. LutherChief Executive andChief Financial
Officer






8