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EX-31 - CERTIFICATION - LESCARDEN INClcar_ex31.htm
EX-32 - CERTIFICATION - LESCARDEN INClcar_ex32.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

———————
FORM 10Q
———————

ü
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
 
 ACT OF 1934
For the quarterly period ended: August 31, 2015
or
   
 
 TRANSITION REPORT PURSUANT TO 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 registrant as specified in its charter)
———————

New York
13-2538207
(State or other jurisdiction
(I.R.S. Employer
of incorporation or organization)
Identification No.)
 
420 Lexington Ave. Suite 300, New York 10170
(Address of Principal Executive Office) (Zip Code)
 
(212) 687-1050
(Registrant’s telephone number, including area code)
———————
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities 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.
ü
 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
 
 (Do not check if a smaller
 
Smaller reporting company
ü
 
   
 reporting company)
       
   
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
   
 Yes
ü
 No
   
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
 
Class
 
Outstanding October 9, 2015
Common Stock $.001 par value
 
63,622,316
 


 
 
 
 
 
TABLE OF CONTENTS
 
    Page
PART I – FINANCIAL INFORMATION
Item 1.      
Financial Statements.
1
Item 2.      
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
4
Item 3.      
Quantitative and Qualitative Disclosures About Market Risk.
5
Item 4.      
Controls and Procedures.
5
PART II – OTHER INFORMATION
Item 1.      
Legal Proceedings.
6
Item 1A.   
Risk Factors.
6
Item 2.      
Unregistered Sales of Equity Securities and Use of Proceeds.
6
Item 3.      
Defaults Upon Senior Securities.
6
Item 4.      
(Removed and Reserved).
6
Item 5.      
Other Information.
6
Item 6.      
Exhibits.
6
SIGNATURES
 
7
 
 
 

 
 
PART I – FINANCIAL INFORMATION
 
Item 1.
Financial Statements.
 
LESCARDEN INC.
 
CONDENSED BALANCE SHEETS (UNAUDITED)

 
 
August 31,
2015
 
 
May 31,
2015
 
ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
Cash and cash equivalents
 
$
5,577
 
 
$
37,207
 
Accounts receivable
 
 
46,576
 
 
 
48,902
 
Inventory
   
82,181
     
83,586
 
Total current assets
 
 
134,334
 
 
 
169,695
 
Deferred income tax asset, net of valuation allowance of $1,647,000 and $1,630,000 at August 31, 2015 and May 31, 2015, respectively
 
 
 
 
 
––
 
Total assets
 
$
134,334
 
 
$
169,695
 
 
 
 
 
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS' DEFICIT
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
Accounts payable
 
$
186,798
 
 
$
172,846
 
Shareholder loan
   
268,765
     
268,765
 
Total liabilities
 
 
455,563
 
 
 
441,611
 
 
 
 
 
 
 
 
 
 
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, issued and outstanding 63,622,316 shares
 
 
63,622
 
 
 
63,622
 
Additional paid–in capital
 
 
17,505,936
 
 
 
17,505,936
 
Accumulated deficit
 
 
(17,892,627
)
 
 
(17,843,314
)
Stockholders' deficit
 
 
(321,229
)
 
 
(271,916
)
Total liabilities and stockholders' deficit
 
$
134,334
 
 
$
169,695
 
 
See note to financial statements
 
 
1

 
 
LESCARDEN INC.
 
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
 
 
 
 
For the three months ended
August 31,
 
 
 
2015
 
 
2014
 
Revenues:
 
 
 
 
 
 
Product sales
 
$
32,097
   
$
6,247
 
License fees
   
––
     
1,500
 
Total revenues
 
 
32,097
 
 
 
7,747
 
 
 
 
 
 
 
 
 
 
Costs and expenses:
 
 
 
 
 
 
 
 
Cost of sales
 
 
1,405
 
 
 
1,230
 
Salaries
 
 
20,733
 
 
 
27,261
 
Professional fees and consulting
 
 
39,465
 
 
 
35,912
 
Rent and office expenses
 
 
3,391
 
 
 
31,213
 
Insurance
 
 
12,947
 
 
 
11,869
 
Other administrative expenses
 
 
3,469
 
 
 
746
 
Total costs and expenses
 
 
81,410
 
 
 
108,231
 
Net loss
 
$
(49,313
)
 
$
(100,484
)
 
 
 
 
 
 
 
 
 
Net loss per share basic and diluted
 
$
(0.00
)
 
$
(0.00
)
 
 
 
 
 
 
 
 
 
Weighted average number of common shares outstanding – basic and diluted
 
 
63,622,316
 
 
 
63,622,316
 
 
See note to financial statements
 
 
2

 
 
LESCARDEN INC.
 
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
 
 
 
 
For the three months ended
August 31,
 
 
 
2015
 
 
2014
 
Cash flows from operating activities:
 
 
 
 
 
 
Net loss
 
 $
(49,313
)
 
$
(100,484
)
Adjustments to reconcile net loss to net cash used in operating activities:
 
 
 
 
 
 
 
 
Changes in operating assets and liabilities:
 
 
 
 
 
 
 
 
Decrease in accounts receivable
 
 
2,326
 
 
 
1,288
 
Decrease in inventory
 
 
1,405
 
 
 
1,230
 
Increase in accounts payable and accrued expenses
 
 
13,952
 
 
 
27,057
 
Decrease in deferred license fees
 
 
––
 
 
 
(1,500
)
Net cash used in operating activities
 
 
(31,630
)
 
 
(72,409
)
                 
Cash flows from financing activities:
               
Proceeds from shareholder loan
   
––
     
75,000
 
Cash provided by financing activities
 
 
––
     
75,000
 
                 
(Decrease) increase in cash
 
 
(31,630
)
 
 
2,591
 
 
 
 
 
 
 
 
 
 
Cash – Beginning of Period
 
 
37,207
 
 
 
10,432
 
 
 
 
 
 
 
 
 
 
Cash – End of Period
 
$
5,577
 
 
$
13,023
 
 
See note to financial statements
 
 
3

 

LESCARDEN INC.
 
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
 
August 31, 2015
 
 
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. 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, 2015. 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 - Going Concern:
 
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 had a net loss for the three months ended August 31, 2015 and has a stockholders’ deficiency and a working capital deficiency. These conditions raise substantial doubt about the Company’s ability to continue as a going concern as there can be no assurance that the Company will be able to restore production operations, grow revenues or secure sufficient additional financing to meet future obligations. The Company’s ability to continue as a going concern is primarily dependent upon the majority shareholder’s ability to fund operating losses until production operations are restored.
 
 
Note 3 - Inventory:
 
At August 31, 2015, inventory of $82,181 consisted of $35,470 of finished goods and $46,711 of raw materials.
 
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
Results of Operations--Three months ended August 31, 2015 compared to August 31, 2014
 
The Company’s cost reduction initiatives resulted in a $24,820 reduction in rent expense and a $6,528 reduction in payroll expenses.  Professional fees increased by almost 10% or $3,553 due to a $10,092 increase in quality assurance costs offset by decreases in legal and accounting costs of  $5,939 and $600 respectively.  The ongoing delays associated with the reestablishment of production operations for wound dressing, has limited sales opportunities to skin care and nutritional supplement product lines. Skin care revenues increased almost $26,000 due to the bulk sale of recovered product to be packaged for sale by the customer.   Cost of sales as a percent of sales for the three months ended August 31, 2015 decreased to 4.4% from 20.29% in the comparative prior period due to the bulk sale of inventory quantities on hand that had been written off for accounting purposes.
 
Liquidity and Capital Resources
 
The use of cash in operating activities resulted in a decrease of $31,630 in cash for the period ended August 31, 2015.  As of August 31, 2015, the Company’s liabilities exceeded its current assets by $321,229.
 
The Company has no material commitments for capital expenditures at August 31, 2015.
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
 
Not required for a smaller reporting company.
 
 
4

 
 
Item 4.
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.
 
 
5

 
 
PART II – OTHER INFORMATION
 
Item 1.
Legal Proceedings.
 
None.
 
Item 1A.
Risk Factors.
 
None.
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
 
None.
 
Item 3.
Defaults Upon Senior Securities.
 
None.
 
Item 4.
(Removed and Reserved)
 
Item 5.
Other Information.
 
None.
 
Item 6.
Exhibits.
 
Exhibit  No.
     
Description
 
Certification pursuant to Exchange Act Rule 13a – 14 (a)/15d-14(a)
 
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002

 
6

 
 
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.

Date: October 9, 2015
         
LESCARDEN INC.
   
  
     
 
By:  
/s/ William E. Luther
   
William E. Luther
   
Chief Executive and Chief Financial Officer

 
 
 7