☒	~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE~~
	~~ACT OF 1934~~
~~For the quarterly period ended: November 30, 2016~~
or

☐	~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE~~
	~~ACT OF 1934~~
☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: February 28, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: _____________ to _____________

New York	13-2538207
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 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 ☐ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any,every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☐ Yes ☐ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 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~~	☐	No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any,every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
~~and post such files).~~						☒	~~Yes~~	☐	No

~~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	☐			Accelerated filer			☐
Non-accelerated filer	☐	Smaller reporting company	☑
(Do not check if a smaller					~~Smaller~~ reporting ~~company~~			☒
		~~reporting~~ company)

~~Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).~~
						☐	~~Yes~~	☒	No

~~Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.~~

Item 1.	Financial Statements.	1

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	45

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	6

Item 4.	Controls and Procedures.	6

~~PART II – OTHER INFORMATION~~

The accompanying ~~condensed~~ financial statements include all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods. All such adjustments are of a normal recurring nature. 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-K for the year ended May 31, 2016. The results of operations for the interim periods are not necessarily indicative of results to be expected for a full year's operations.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability of assets and the satisfaction of liabilities that might be necessary should the Company be unable to continue as a going concern. As shown in the financial statements, the Company incurred a loss from operations for the three months ended ~~November 30, 2016,~~February 28, 2017 of $53,884 and has a stockholders’ ~~deficiency~~deficit of $358,556 and a working capital ~~deficiency.~~deficit of $358,556 as of February 28, 2017. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s plan and ability to continue as a going concern is primarily dependent upon its ability to establish and maintain consistent production volumes to fulfill existing sales orders. Alternative sources of supply ~~are being~~continue to be evaluated so that manufacturing and production disruptions can be ~~minimized.~~minimized in the future. There can be no assurance that the Company will be able to establish an alternative source of supply to meet demand. The establishment of an alternative source of supply may require additional expenditures given the uncertainties associated with the regulatory and financial issues involved.

During the ~~six~~nine months ended ~~November 30, 2016,~~February 28, 2017, an officer/director of the Company provided a loan to the Company of $50,000. The loan is non-interest bearing and is due upon demand. In addition, the Company repaid $60,000 of loans from an officer/director of the Company.

Revenues for the six-months ended November 30, 2016 consisted solely of sales of skin-care and nutritional supplements. The Company is in the process of evaluating test runs of Catrix produced by its new supplier. Product shipments from new supplier are expected to commence upon validation of test runs and regulatory certification of supplier’s production facility.

Non-direct costs and expenses during the three months ended ~~November 30, 2016~~February 28, 2017 were ~~$32,428~~21% or ~~71%~~$12,556 higher than those of the comparative prior-year period ~~mainly~~due to an increase in salaries of $18,591 and insurance of $3,281 offset by decreases in commission and other administrative expenses of $2,675 and $5,853 respectively.

The Company’s revenues increased in the nine months ended February 28, 2017 compared to February 29, 2016 by 270% or $304,324. Non-direct costs and expenses increased by $31,559 or 17.22% due to increases in commission and professional fees ~~other administrative expenses~~of $16,759 and ~~insurance of $25,109, $4,716, $1,342 respectively~~$13,922 offset by ~~decreased~~decreases in rent and office ~~expense~~expenses, and salaries of ~~$2,249. The increase in professional fees was attributable to increased quality assurance expenses of $6,831~~$3,135 and ~~increased accounting expenses of $17,940 associated with~~$2,182 respectively during the design, implementation and documentation of internal accounting control procedures. Interest expense of $3,615 consisted of financing charges associated with overdue vendor invoices of $2,701 and shareholder loan interest of $914.nine months ended February 28, 2017.

As of ~~November 30, 2016,~~February 28, 2017, the Company’s liabilities exceeded its assets by ~~$304,672.~~$358,556. The Company’s cash and cash equivalents balance increased by ~~$162,361~~$84,733 in the ~~six~~nine months ended ~~November 30, 2016~~February 28, 2017 to ~~$166,613.~~$88,985.

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 not effective as of the end of the period covered by this quarterly report on Form 10-Q.

Class		Outstanding ~~January~~April 12, 2017
Common Stock $.001 par value		63,622,316

Item 1.	Legal Proceedings.	7

Item 1A.	Risk Factors.	7

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	7

Item 3.	Defaults Upon Senior Securities.	7

Item 4.	Submission of Matters to a Vote of Security Holders.	7

Item 5.	Other Information.	7

Item 6.	Exhibits.	78

SIGNATURES		10

	November 30, 2016	May 31, 2016	February 28, 2017	May 31, 2016

ASSETS
Current assets:
Cash and cash equivalents	$166,613	$4,252	$88,985	$4,252
Accounts receivable	12,956	1,279	11,751	1,279
Inventory	42,938	197,978	66,342	197,978
Total current assets	222,507	203,509	167,078	203,509

Total assets	$222,507	$203,509	$167,078	$203,509

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$258,414	$309,403
Accounts payable and accrued expenses			$256,869	$309,403
Shareholder loan	268,765	278,765	268,765	278,765
Total liabilities	527,179	588,168	525,634	588,168

Stockholders' deficit
Convertible preferred stock - $.02 par value, authorized 2,000,000 shares, issued and outstanding 92,000 shares	1,840		1,840
Common stock - $.001 par value, authorized 200,000,000 shares, 63,622,316 issued and outstanding at November 30, 2016 and May 31, 2016	63,622
Common stock - $.001 par value, authorized 200,000,000 shares, 63,622,316 issued and outstanding at February 28, 2017 and May 31, 2016			63,622
Additional paid-in capital	17,505,936		17,505,936
Accumulated deficit	(17,876,070)	(17,956,057)	(17,929,954)	(17,956,057)
Stockholders' deficit	(304,672)	(384,659)	(358,556)	(384,659)
Total liabilities and stockholders' deficit	$222,507	$203,509	$167,078	$203,509

	For the three months Ended November 30,		For the six months Ended November 30,		For the three months ended		For the nine months ended
	2016	2015	2016	2015	February 28, 2017	February 29, 2016	February 28, 2017	February 29, 2016
Revenues:
Product sales	$41,960	$10,422	$391,795	$42,519	$24,950	$69,902	$416,745	$112,421
Total revenues	41,960	10,422	391,795	42,519	24,950	69,902	416,745	112,421

Operating costs and expenses:
Cost of sales	5,612	1,411	164,859	2,815	3,570	4,655	168,429	7,471
Salaries	20,422	20,527	20,486	41,259	25,679	7,088	46,165	48,347
Professional fees and consulting	34,809	9,700	63,380	49,165	26,677	26,970	90,057	76,135
Commission	––		19,434	––
Rent and office expense	3,306	5,555	6,306	8,947	3,226	3,721	9,532	12,667
Insurance	8,520	7,178	22,668	20,125	9,061	5,780	31,729	25,905
Commission					0	2,675	19,434	2,675
Other administrative expenses	6,082	1,366	11,060	4,836	6,810	12,663	17,870	17,499
Total operating costs and expenses	78,751	45,737	308,193	127,147	75,023	63,552	383,216	190,699

Other expenses:
Interest expense	(3,615)	––	(3,615)	––	(3,811)	—	(7,426)	—

Net (loss) income	$(40,406)	$(35,315)	$79,987	$(84,628)	$(53,884)	$6,350	$26,103	$(78,278)

Net (loss) income per share – basic and diluted	$(0.00)		$0.00	$(0.00)	$(0.00)	$0.00		$(0.00)

Weighted average number of common shares outstanding Basic	63,622,316
Diluted	63,622,316		63,714,316	63,622,316
Weighted average number of common shares outstanding – basic and diluted					63,622,316

	For the six months Ended November 30,		For the nine months ended
	2016	2015	February 28, 2017	February 29, 2016

Cash flows from operating activities:
Net income (loss)	$79,987	$(84,628)	$26,103	$(78,278)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Changes in operating assets and liabilities
(Increase) decrease in accounts receivable	(11,677)	47,262	(10,472)	47,389
Decrease (increase) in inventory	155,040	(2,184)	131,636	(74,358)
(Decrease) increase in accounts payable and accrued expenses	(50,989)	9,690	(52,534)	104,079
Net cash provided by (used in) operating activities	172,361	(29,860)	94,733	(1,168)

Cash flows from financing activities:
Borrowings from shareholder loan	50,000	—
Repayments on shareholder loan	(60,000)	—
Cash provided by financing activities	(10,000)	—
Borrowings on shareholder loan			50,000	—
Repayment of shareholder loan			(60,000)	—
Cash used in financing activities			(10,000)	—

Net increase (decrease) in cash	162,361	(29,860)	84,733	(1,168)

Cash - beginning of period	4,252	37,207	4,252	37,207

Cash – end of period	$166,613	$7,347	$88,985	$36,039

Supplemental disclosure of cash flow information:
Cash paid for:
Interest	$—		$7,426	—
Income taxes	—		56	380

Exhibit No.		Description

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



	/s/ William E. Luther
	William E. Luther
	Chief Executive and Chief Financial Officer

	LESCARDEN INC.
	(Registrant)