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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Lescarden Inc (CE) | USOTC:LCAR | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.000001 | 0.00 | 01:00:00 |
New York
|
|
13-2538207
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
ITEM 1.
|
BUSINESS
|
|
●
|
Acceleration of wound healing;
|
|
●
|
Inhibition of excessive vascularization of certain tissues;
|
|
●
|
Inhibition of proliferation of malignant cells;
|
|
●
|
Moderation of excessive collagen synthesis by fibroblast cells
|
|
●
|
Demographic trends confirm that the world’s population is living longer, a significant plus factor for the Company’s Wound Dressing since it is the elderly who are especially at risk for the various ulcers and non-healing lesions for which the product provides therapy.
|
|
●
|
There is also a steady worldwide increase in the incidences of diabetes which affects a wide range of age groups who are at increase risk of developing non-healing wounds.
|
|
●
|
There is at present no effective treatment for non-healing wounds. This represents a growing problem for hospitals, out- patient centers and long-term care facilities. The best treatment protocols generally focus on proper wound cleaning and preparation (removal of dead tissue around the wound) and maintaining an environment that is conducive to proper healing.
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 2.
|
PROPERTIES
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
|
Fiscal Year Ending May 31, 2013
|
High
|
Low
|
||||||
Fourth Quarter
|
0.08 | 0.03 | ||||||
Third Quarter
|
0.10 | 0.02 | ||||||
Second Quarter
|
0.07 | 0.02 | ||||||
First Quarter
|
0.05 | 0.01 | ||||||
Fiscal Year Ending May 31, 2012
|
High
|
Low
|
||||||
Fourth Quarter
|
0.05 | 0.02 | ||||||
Third Quarter
|
0.05 | 0.02 | ||||||
Second Quarter
|
0.02 | 0.02 | ||||||
First Quarter
|
0.04 | 0.02 |
ITEM 6.
|
SELECTED FINANCIAL DATA
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
|
Name
|
Position
|
|
William E. Luther
|
President, Chief Executive and Chief Financial Officer, Director.
|
|
Charles T. Maxwell
|
Director.
|
|
Russell O. Wiese
|
Director.
|
|
Xavier Gras Balaguer
|
Director.
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
Name
|
Fiscal Year
Ended
May 31,
|
Annual
Compensation
Salary $
|
Long-Term
Compensation Awards
|
|||||||
William E. Luther
|
2013
|
$ | 87,500 | –– | ||||||
|
2012
|
$ | 75,000 | –– | ||||||
|
2011
|
$ | 100,000 | –– |
Shares Acquired
on Exercise
|
Value
Realized
|
Number of Unexercised Options/ Warrants at FY End (#)
|
Value of Unexercised In-the-money Options Warrants at FY End ($)
|
|||||
|
|
|
|
|
|
|
|
|
Name
|
|
(#)
|
|
($)
|
|
Exercisable
|
|
Exercisable
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Title of Class (1)
|
Name and Address of Beneficial Owner
|
Number of Shares
beneficially Owned
|
Percent of Class
|
|||||||
|
|
|
|
|||||||
Common Stock
|
Charles T. Maxwell
420 Lexington Ave.
Suite 212
New York, NY 10170
|
30,512,378 | 62.63 | % | ||||||
|
|
|||||||||
|
William Luther
420 Lexington Ave.
Suite 212
New York, NY 10170
|
100,000 | 0.21 | % | ||||||
|
|
|||||||||
|
Russell O. Wiese
420 Lexington Ave.
Suite 212
New York, NY 10170
|
2,000,000 | 4.10 | % | ||||||
|
|
|||||||||
|
Xavier Gras Balaguer
420 Lexington Ave.
Suite 212
New York, NY 10170
|
150,000 | 0.31 | % | ||||||
|
|
|||||||||
|
Directors and Officers as a Group
5 persons
|
32,762,378 | 67.24 | % |
———————
|
(1)
|
The percentages are calculated on the basis of 48,722,316 shares of Common Stock outstanding. For the purpose of calculating the percentage of shares of the Company’s Common Stock owned by any person, the shares issuable upon the exercise of rights to acquire owned by such a person if exercisable within 60 days of May 31, 2013 are included in the number of shares beneficially owned, but such shares are not included in the calculation of the percent of class. All share ownership is direct unless otherwise indicated.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
2013
|
2012
|
|||||||
Audit fees(1)
|
$ | 32,500 | $ | 32,500 | ||||
Audit-related fees(2)
|
— | — | ||||||
Tax fees(3)
|
$ | — | $ | — |
———————
|
(1)
|
Consists of fees billed for the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements.
|
(2)
|
Consists of assurance and related services that are reasonably related to the performance of the audit and reviews of our financial statements and are not included in “audit fees” in this table. The services provided by our accountants within this category consisted of advice relating to SEC matters and employee benefit matters.
|
(3)
|
Consists of professional services rendered by a company aligned with our principal accountant for tax compliance, tax advice and tax planning.
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
|
Exhibit
Number
|
Description of Exhibit
|
|
2.1
|
Plan of Reorganization dated. January 15, 1997 (and Amended Disclosure Statement dated. March 12, 1997).**
|
|
3.1
|
Certificate of Incorporation of Registrant, as amended.*
|
|
3.2
|
By-Laws of Registrant, as amended.*
|
|
22.1
|
Subsidiaries of the Registrant.*
|
|
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
|
———————
|
*
|
Incorporated by reference to Registrant’s Form S-1 (Registration no. 33-50743) filed August 12, 1992.
|
**
|
Incorporated by reference to Registrant’s Form 10-KSB for the fiscal year ended May 31, 1998.
|
|
LESCARDEN INC.
|
||
|
|||
Date: August 29, 2013 |
By:
|
/s/ William E. Luther | |
William E. Luther
Chief Executive and Chief Financial Officer
|
|||
By:
|
/s/ William E. Luther
|
President, Principal Executive Officer,
|
|
William E. Luther
|
Principal Financial Officer,
|
||
August 29, 2013
|
Principal Accounting Officer and Director
|
||
By:
|
/s/ Charles T. Maxwell
|
Director
|
|
Charles T. Maxwell
|
|||
August 29, 2013
|
|||
By:
|
/s/ Russell O. Wiese
|
Director
|
|
Russell O. Wiese
|
|||
August 29, 2013
|
|||
By:
|
/s/ Xavier Gras Balaguer
|
Director
|
|
Xavier Gras Balaguer
|
|||
August 29, 2013
|
F-2 | ||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
F-7 | ||||
F-8 – F-13 |
/s/ Meyler & Company, LLC
|
|
Middletown, New Jersey
|
|
August 29, 2012
|
As of May 31,
|
2013
|
2012
|
||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
|
$
|
84,562
|
|
$
|
42,617
|
||
Accounts receivable, net of allowance for doubtful accounts of $19,396
at May 31, 2013 and 2012
|
|
|
26,801
|
54,707
|
||||
Inventory
|
|
|
148,432
|
104,666
|
||||
Total current assets
|
|
|
259,795
|
201,990
|
||||
|
|
|
||||||
Deferred income tax asset, net of valuation allowance of $1,504,000
and $1,784,000 at May 31, 2013 and 2012, respectively
|
|
|
––
|
––
|
||||
Total assets
|
|
$
|
259,795
|
201,990
|
||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
|
||||||
|
|
|
||||||
Liabilities:
|
|
|
||||||
Accounts payable and accrued expenses
|
|
$
|
267,303
|
$
|
256,996
|
|||
Shareholder loan
|
347,000
|
232,000
|
||||||
Deferred revenue
|
4,782
|
8,857
|
||||||
Deferred license fees
|
|
|
10,500
|
16,500
|
||||
Total current liabilities
|
|
|
629,585
|
514,353
|
||||
|
|
|
||||||
Stockholders' deficit:
|
|
|
||||||
Convertible preferred stock - $.02 par value; $1.50 liquidation 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 48,722,316 and 40,076,783 shares at May 31, 2013 and 2012, respectively
|
|
|
48,722
|
40,077
|
||||
Additional paid-in capital
|
|
|
17,073,836
|
16,882,481
|
||||
Accumulated deficit
|
|
|
(17,494,188
|
)
|
(17,236,761
|
)
|
||
Total Stockholders' deficit
|
|
|
(369,790
|
)
|
(312,363
|
)
|
||
Total liabilities and stockholders' deficit
|
|
$
|
259,795
|
$
|
201,990
|
Year ended May 31,
|
|
2013
|
2012
|
|
||||
Revenues:
|
|
|
|
|
||||
Product sales
|
|
$
|
397,120
|
|
|
$
|
412,708
|
|
License fees
|
|
|
6,000
|
|
|
|
6,000
|
|
Total revenues
|
|
|
403,120
|
|
|
|
418,708
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses:
|
|
|||||||
Cost of product sales
|
|
|
172,765
|
|
|
|
140,106
|
|
Salaries and wages
|
|
|
96,725
|
|
|
|
82,962
|
|
Professional fees and consulting
|
|
|
226,192
|
|
|
|
167,420
|
|
Rent and office expenses
|
|
|
116,165
|
|
|
|
119,574
|
|
Insurance
|
|
|
38,161
|
|
|
|
48,592
|
|
Other administrative expenses
|
|
|
31,010
|
|
|
|
22,011
|
|
Interest expense
|
4,753
|
4,048
|
||||||
Commission
|
|
|
19,481
|
|
|
|
19,489
|
|
Total costs and expenses
|
|
|
705,252
|
|
|
|
604,202
|
|
Operating loss
|
(302,132)
|
(185,494)
|
||||||
Other income
|
44,705
|
25
|
||||||
Net loss
|
|
$
|
(257,427
|
)
|
|
$
|
(185,469
|
)
|
Net loss per common share - basic and diluted
|
|
$
|
(0.01
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
Weighted-average number of common shares outstanding:
|
|
|
|
|
|
|
|
|
Basic
|
|
|
45,990,898
|
|
|
|
40,076,783
|
|
|
|
Convertible
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
Preferred Stock
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Number
of Shares
|
Par Value
Amount
|
Number
of Shares
|
Par Value
Amount
|
Additional Paid-in Capital
|
Accumulated
Deficit
|
Stockholders’
Deficit
|
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balance at May 31,
2011
|
|
|
92,000
|
|
|
$
|
1,840
|
|
|
|
40,076,783
|
|
|
$
|
40,077
|
|
|
$
|
16,882,481
|
|
|
$
|
(17,051,292
|
)
|
|
$
|
(126,894
|
)
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(185,469
|
)
|
|
|
(185,469
|
)
|
|
Balance at May 31,
2012
|
|
|
92,000
|
|
|
$
|
1,840
|
|
|
|
40,076,783
|
|
|
$
|
40,077
|
|
|
$
|
16,882,481
|
|
|
$
|
(17,236,761
|
)
|
|
$
|
(312,363
|
)
|
Sale of common stock at $0.231 to principal shareholder
|
8,645,533
|
8,645
|
191,355
|
200,000
|
||||||||||||||||||||||||
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(257,427
|
)
|
|
|
(257,427
|
)
|
|
Balance at May 31,
2013
|
|
|
92,000
|
|
|
$
|
1,840
|
|
|
|
48,722,316
|
|
|
$
|
48,722
|
|
|
$
|
17,073,836
|
|
|
$
|
(17,494,188
|
)
|
|
$
|
(369,790
|
)
|
Year ended May 31,
|
|
2013
|
|
|
2012
|
|
||
Cash flows from operating activities:
|
|
|
|
|
||||
Net loss
|
|
$
|
(257,427
|
)
|
|
$
|
(185,469
|
)
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net loss to net cash used in operating activities
|
||||||||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Decrease (increase) in accounts receivable
|
|
|
27,906
|
)
|
|
|
(5,420
|
)
)
|
Increase in inventory
|
(43,766
|
)
)
|
(6,946
|
)
)
|
||||
Increase in accounts payable and accrued expenses
|
|
|
10,307
|
)
|
|
|
35,890
|
)
|
(Decrease) increase in deferred revenue
|
(4,075
|
)
)
|
4,782
|
)
|
||||
Decrease in deferred license fees
|
|
|
(6,000
|
)
|
|
|
(6,000
|
)
|
Net cash used in operating activities
|
|
|
(273,055
|
)
|
|
|
(163,163
|
)
|
|
|
|
|
|
|
|
|
|
Cash flow from investing activities:
|
––
|
––
|
||||||
Cash flow from financing activities:
|
|
|
|
|
|
|
|
|
Proceeds from the sale of common stock
|
200,000
|
––
|
||||||
Proceeds from shareholder loan
|
115,000
|
195,000
|
||||||
Cash provided by financing activities
|
|
|
315,000
|
|
|
195,000
|
||
|
|
|
|
|
|
|
|
|
Net increase in cash
|
|
|
41,945
|
|
|
31,837
|
||
Cash and cash equivalents at beginning of year
|
|
|
42,617
|
|
|
|
10,780
|
|
Cash and cash equivalents at end of year
|
|
$
|
84,562
|
|
|
$
|
42,617
|
|
Supplemental Disclosures of Cash Flow Information | ||||||||
Cash paid for interest
|
$
|
-
|
$
|
-
|
||||
Cash paid for taxes
|
$
|
500
|
$
|
500
|
1.
|
NATURE OF BUSINESS AND GOING CONCERN:
|
|
Level 1:
|
Unadjusted quoted prices in active markets for identical assets or liabilities
|
|
Level 2:
|
Inputs other than quoted prices within Level 1 that are observable
|
|
Level 3:
|
Inputs that are unobservable for the asset or liability and that include situations where there is little, if any, market activity for the asset or liability.
|
3.
|
INVENTORY:
|
Inventory at May 31, consists of the following:
|
2013
|
2012
|
||||||
Finished goods
|
$ | 108,125 | $ | 57,602 | ||||
Raw materials
|
40,307 | 47,064 | ||||||
|
$ | 148,432 | $ | 104,666 |
4.
|
STOCK OPTIONS AND WARRANTS:
|
5.
|
DEFERRED LICENSE FEES:
|
6.
|
MAJOR CUSTOMERS AND SUPPLIER:
|
May 31,
|
||||||||
2013
|
2012
|
|||||||
United States
|
$ | 57,812 | $ | 41,688 | ||||
Europe
|
293,283 | 294,415 | ||||||
Asia Pacific
|
46,025 | 76,605 | ||||||
|
$ | 397,120 | $ | 412,708 |
7.
|
COMMITMENTS AND CONTINGENCIES:
|
May 31, 2014
|
86,172
|
|||
May 31, 2015
|
88,757
|
|||
May 31, 2016
|
60,343
|
|||
$
|
235,272
|
8.
|
STOCKHOLDERS' DEFICIT:
|
9.
|
INCOME TAXES:
|
2013
|
2012
|
|||||||
Gross deferred tax assets
|
|
$
|
1,504,000
|
|
$
|
1,784,000
|
|
|
Valuation allowance
|
|
(1,504,000
|
)
|
(1,784,000
|
)
|
|||
Net deferred income tax asset
|
|
$
|
-0-
|
|
$
|
-0-
|
Year ended May 31,
|
2013
|
2012
|
||||||
Tax benefit at federal statutory rate
|
(34 | )% | (34 | )% | ||||
Increase in valuation allowance
|
34 | 34 | ||||||
|
-0- | % | -0- | % |
10.
|
RELATED PARTY TRANSACTIONS:
|
1 Year Lescarden (CE) Chart |
1 Month Lescarden (CE) Chart |
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