10QSB 1 form10qsb.htm Filed by Automated Filing Services Inc. (604) 609-0244 - L.A.M. Pharmaceutical, Corp. - Form 10-QSB

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-QSB

x Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2005

or

¨ Transition Report under Section 13 or 15 (d) of the Securities Exchange Act of 1934

Commission file No. 000-30641

L.A.M. PHARMACEUTICAL, CORP.
(Exact name of registrant as specified in its charter)

Delaware 52-2278236
(State of incorporation) (I.R.S. Employer Identification Number)

736 Center Street,
Lewiston, NY 14092
(Address of principal executive offices) (Zip Code)

(877) 526-7717
(Registrant’s telephone number, including area code)

Check 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 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 ¨

As of October 31, 2005, we had 115,499,579 issued and outstanding shares of common stock.

1


INDEX

PART I FINANCIAL INFORMATION
       
Item 1 Financial Statements
       
    Balance Sheets at September 30, 2005 (Unaudited) and December 31, 2004 4
   
    Statements of Changes in Stockholders' Equity (Deficit) for the Nine Months Ended September 30, 2005 and 2004 (Unaudited) 5
   
    Statements of Operations for the Three Months Ended September 30, 2005 and 2004 (Unaudited) 6
   
    Statements of Operations for the Nine Months Ended September 30, 2005 and 2004 (Unaudited) 7
   
    Statements of Cash Flows for the Nine Months Ended September 30, 2005 and 2004 (Unaudited) 8
       
    Notes to Financial Statements 10
       
  Item 2 Management's Discussion and Analysis of Financial Condition or Plan of Operation 13
   
  Item 3 Controls and Procedures 17
       
PART II OTHER INFORMATION  
       
  Item 1 Legal Proceedings 18
       
  Item 2 Changes in Securities 18
       
  Item 6 Exhibits 18

2


PART I
FINANCIAL INFORMATION

Item 1.      Financial Statements

 

L.A.M. PHARMACEUTICAL, CORP.

(A DELAWARE CORPORATION)
Lewiston, New York

 

FINANCIAL REPORTS
AT
SEPTEMBER 30, 2005

3



L.A.M. PHARMACEUTICAL, CORP.
(A DELAWARE CORPORATION)
Lewiston, New York
 
BALANCE SHEETS

    (Unaudited)        
    September 30,     December 31,  
    2005     2004  
             
ASSETS            
             
Current Assets            
Cash and Cash Equivalents $  28,362   $  65,866  
Accounts Receivable, net   134,066     4,795  
Inventory       440,746  
Prepaid Expenses   64,945     75,879  
             
Total Current Assets   227,373     587,286  
             
Property and Equipment - Net of Accumulated Depreciation   26,773     73,587  
             
Other Assets            
Patents and Trademarks - Net of Accumulated Amortization   617,135     634,629  
             
Total Assets $  871,281   $  1,295,502  
             
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)            
             
Current Liabilities            
Accounts Payable and Accrued Expenses $  886,958   $  864,525  
Current Portion of Deferred Licensing Revenue       131,250  
             
Total Current Liabilities   886,958     995,775  
             
Other Liabilities            
Due to Stockholders   169,545     149,545  
Deferred Licensing Revenue       19,860  
             
Total Liabilities   1,056,503     1,165,180  
             
Stockholders' Equity (Deficit)            
Common Stock - $.0001 Par; 150,000,000 Shares Authorized;            
                              112,279,579 and 66,115,713 Shares            
                              Issued and Outstanding, Respectively   11,228     6,611  
Additional Paid-In Capital   35,014,105     33,234,036  
Accumulated Deficit   (35,210,555 )   (33,110,325 )
             
Total Stockholders' Equity (Deficit)   (185,222 )   130,322  
             
Total Liabilities and Stockholders' Equity (Deficit) $  871,281   $  1,295,502  

The accompanying notes are an integral part of these financial statements.

4



L.A.M. PHARMACEUTICAL, CORP.
(A DELAWARE CORPORATION)
Lewiston, New York
 
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

                Additional           Total  
    Number     Common     Paid-In     Accumulated     Stockholders'  
    of Shares     Stock     Capital     Deficit     Equity (Deficit)  
Balance - December 31, 2003   45,809,364   $  4,581   $  29,022,904   $  (29,130,093 ) $  (102,608 )
                               
Capital Contribution – Interest Expense           5,764         5,764  
Stock Options Granted -                              
 Compensation for Services Rendered           752,564         752,564  
Common Shares Issued -                              
 Compensation for Services Rendered   481,560     48     416,189         416,237  
Sale of Shares Under the Stock Subscription Agreements   300,000     30     1,239,480         1,239,510  
Proceeds from Warrant Exercise   2,133,549     213     259,160         259,373  
Premium on the Issuance of Warrants           627,635         627,635  
Common Stock Issued in Settlement of Lawsuit   2,000,000     200     559,800         560,000  
Collection of Receivable on Option Exercise           580         580  
Collection of Receivable on Sale of Stock Subscription Agreements           94,000         94,000  
Net Loss for the Period (Unaudited)               (3,525,867 )   (3,525,867 )
                               
Balance – September 30, 2004 (Unaudited)   50,724,473   $  5,072   $  32,978,076   $  (32,655,960 ) $  327,188  
                               
Balance - December 31, 2004   66,115,713   $  6,611   $  33,234,036   $  (33,110,325 ) $  130,322  
                               
Capital Contribution – Interest Expense           8,315         8,315  
Stock Options Granted -                              
 Compensation for Services Rendered           5,433         5,433  
Common Shares Issued -                              
 Compensation for Services Rendered   34,863,000     3,487     1,450,549         1,454,036  
Sale of Shares Under the Stock Subscription Agreements   11,300,866     1,130     315,772         316,902  
Net Loss for the Period (Unaudited)               (2,100,230 )   (2,100,230 )
                               
Balance – September 30, 2005 (Unaudited)   112,279,579   $  11,228   $  35,014,105   $  (35,210,555 ) $  (185,222 )

The accompanying notes are an integral part of these financial statements.

5



L.A.M. PHARMACEUTICAL, CORP.
(A DELAWARE CORPORATION)
Lewiston, New York
 
 
STATEMENTS OF OPERATIONS (UNAUDITED)

    Three Months Ended  
    September 30,  
    2005     2004  
             
Revenues            
Licensing and Royalty Revenue $  94,860   $  37,500  
Net Sales       18,057  
             
Total Revenue   94,860     55,557  
             
Expenses            
Cost of Sales       4,754  
General and Administrative   189,713     174,804  
Marketing and Business Development   246,106     189,656  
Research and Development       16,016  
Depreciation and Amortization   18,523     18,400  
             
Total Expenses   454,342     403,630  
             
Loss Before Other Expenses   (359,482 )   (348,073 )
             
Other Expenses            
Loss on Disposal of Leasehold Improvements        
Premium on Issuance of Warrants        
Interest Expense   3,179     2,026  
Lawsuit Settlement        
             
Total Other Expenses   3,179     2,026  
             
Net Loss for the Period $  (362,661 ) $  (350,099 )
             
Net Loss per Common Share - Basic and Diluted $  (0.00 ) $   (0.01 )
             
             
Weighted Average Number of Common Shares            
Outstanding – Basic and Diluted   98,091,765     50,724,473  

The accompanying notes are an integral part of these financial statements.

6



L.A.M. PHARMACEUTICAL, CORP.
(A DELAWARE CORPORATION)
Lewiston, New York
 
 
STATEMENTS OF OPERATIONS (UNAUDITED)

    Nine Months Ended  
    September 30,  
    2005     2004  
             
Revenues            
Licensing and Royalty Revenue $  169,860   $  75,000  
Net Sales   181,487     53,959  
             
Total Revenue   351,347     128,959  
             
Expenses            
Cost of Sales   434,437     12,976  
General and Administrative   504,047     821,420  
Marketing and Business Development   1,400,188     1,493,411  
Research and Development   21,448     80,150  
Depreciation and Amortization   55,509     53,470  
             
Total Expenses   2,415,629     2,461,427  
             
Loss Before Other Expenses   (2,064,282 )   (2,332,468 )
             
Other Expenses            
Loss on Disposal of Leasehold Improvements   27,633      
Premium on Issuance of Warrants       627,635  
Interest Expense   8,315     5,764  
Lawsuit Settlement       560,000  
             
Total Other Expenses   35,948     1,193,399  
             
Net Loss for the Period $  (2,100,230 ) $  (3,525,867 )
             
Net Loss per Common Share - Basic and Diluted $  (0.03 ) $  (0.07 )
             
             
Weighted Average Number of Common Shares            
Outstanding – Basic and Diluted   83,749,936     49,675,416  

7



L.A.M. PHARMACEUTICAL, CORP.
(A DELAWARE CORPORATION)
Lewiston, New York
 
STATEMENTS OF CASH FLOWS (UNAUDITED)

    Nine Months Ended  
    September 30,  
    2005     2004  
Cash Flows from Operating Activities            
             
Net Loss for the Period $  (2,100,230 ) $  (3,525,867 )
             
Adjustments to Reconcile Net Loss for the Period            
     to Net Cash Flows from Operating Activities:            
Depreciation and Amortization   55,509     53,470  
Capital Contributions:            
Premium on the Issuance of Warrants       627,635  
Deemed Interest Expense on            
     Loans from Stockholders   8,315     5,764  
Deferred Licensing Revenue   (151,110 )   (37,500 )
Share and Option Grants to Consultants   1,357,469     1,105,696  
Shares Issued for Lawsuit Settlement       560,000  
Inventory Obsolescence Reserve   326,682      
Loss on Disposal of Leasehold Improvements   27,633      
             
Changes in Assets and Liabilities:            
Accounts Receivable   (129,271 )   1,234  
Inventory   114,064     31,647  
Prepaid Expenses   10,934     (25,963 )
Accounts Payable and Accrued Expenses   124,433     (246,646 )
Net Cash Flows from Operating Activities   (355,572 )   (1,450,530 )
             
Cash Flows from Investing Activities            
Purchases of Property and Equipment   (645 )    
Investment in Patents and Trademarks – Net   (18,189 )   (92,914 )
Net Cash Flows from Investing Activities   (18,834 )   (92,914 )
             
Cash Flows from Financing Activities            
Proceeds from Exercise of Stock Options       580  
Proceeds from the Sale of Shares Under            
     Share Subscription Agreements   316,902     1,333,510  
Advances from Stockholders   20,000      
Proceeds from Exercise of Warrants       259,373  
Net Cash Flows from Financing Activities   336,902     1,593,463  
             
Net Change in Cash and Cash Equivalents   (37,504 )   50,019  
Cash and Cash Equivalents - Beginning of Period   65,866     25,132  
Cash and Cash Equivalents - End of Period $  28,362   $  75,151  

The accompanying notes are an integral part of these financial statements.

-continued-

8



L.A.M. PHARMACEUTICAL, CORP.
(A DELAWARE CORPORATION)
Lewiston, New York
 
STATEMENTS OF CASH FLOWS (UNAUDITED) – continued

    Nine Months Ended  
    September 30,  
    2005     2004  
             
Non-Cash Investing and Financing Activities            
Common Stock Issued in Lieu of Cash Payment of            
 Accounts Payable and Accrued Expenses $  102,000   $    
             
             
SUPPLEMENTAL DISCLOSURE            
Interest Paid $  —   $    
Income Taxes Paid $  —   $    

The accompanying notes are an integral part of these financial statements.

9



L.A.M. PHARMACEUTICAL, CORP.
(A DELAWARE CORPORATION)
Lewiston, New York
 
NOTES TO FINANCIAL STATEMENTS

Note A - Basis of Presentation
               

The condensed financial statements of L.A.M. Pharmaceutical, Corp. (the “Company”) included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in conjunction with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed financial statements should be read in conjunction with the annual audited financial statements and the notes thereto included in the Company’s Form 10-KSB and other reports filed with the SEC.

 

             

The accompanying unaudited interim financial statements reflect all adjustments of a normal and recurring nature, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year as a whole. Factors that affect the comparability of financial data from year to year and for comparable interim periods include non-recurring expenses associated with market launch of new products, costs incurred to raise capital, acquisitions of patents and trademarks, and stock options and awards.

 

 

Reclassifications

     

Certain amounts in the prior year financial statements have been reclassified to conform with the current year presentation. The reclassifications made to the prior year have no impact on the net loss, or overall presentation of the financial statements.

 

Note B -

Accounting Policies

 

 

Revenue Recognition

 

Royalty Revenue Recognition

   

The Company recognizes royalty revenue based on royalty reports or related information received from the licensee and when collectibility is reasonably assured.

 

 

Sales Revenue Recognition

       

The Company recognizes sales revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable when the product has been shipped to the customer, the sales price is fixed or determinable and collectibility is reasonably assured. The Company reduces revenue for estimated customer returns.

 

 

Method of Accounting

   

The Company maintains its books and prepares its financial statements on the accrual basis of accounting.

 

Note C -

Inventory

             

Inventory is comprised of finished goods and raw materials and is stated at the lower of cost or market. Cost is determined by the first-in, first-out method and market is based on the lower of replacement cost or net realizable value. If the cost of the inventories exceeds expected market value, provisions are recorded currently for the difference between the cost and the market value. These provisions are determined based on estimates. The valuation of inventories also requires the Company to estimate excess inventories and inventories that are not saleable. The determination of excess or non-saleable inventories requires the Company to estimate the future demand for the Company’s product and consider the shelf life of the inventory.

-continued-

10



L.A.M. PHARMACEUTICAL, CORP.
(A DELAWARE CORPORATION)
Lewiston, New York
 
NOTES TO FINANCIAL STATEMENTS

Note C - Inventory - continued

     

The Company has revised its estimate of the demand for the Company’s product and recorded an inventory obsolescence provision for the estimated excess inventory as at September 30, 2005 in the amount of $326,682, due to the product expiration in August 2005.


    September 30,     December 31,  
    2005     2004  
             
IPM Wound Gel™ $  326,682   $  438,621  
Raw Materials       2,125  
    326,682     440,746  
Inventory Obsolescence   (326,682 )    
             
Inventories $  —   $  440,746  

Note D - Share and Option Grants
     

The Company has stock option plans under which employees, non-employee directors, consultants and investors may be granted options to purchase shares of the Company’s common stock. Options have varying vesting and expiration dates.

 

                         

The Company has elected to follow Accounting Principles Board Opinion (APB) No. 25 and related interpretations in accounting for its stock-based compensation made to its employees. APB No. 25 requires no recognition of compensation expense for most of the stock-based compensation arrangements provided by the Company, namely, broad-based employee stock purchase plans and option grants where the exercise price is equal to or less than the market value at the date of grant. However, APB No. 25 requires recognition of compensation expense for variable award plans over the vesting periods of such plans, based upon the then-current market values of the underlying stock. In contrast, Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, as amended by SFAS No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure – an amendment of FASB Statement No. 123, requires recognition of compensation expense for grants of stock, stock options, and other equity instruments, over the vesting periods of such grants, based on the estimated grant-date fair values of those grants. The Company generally uses the straight-line method of amortization for stock based compensation.

 

   

Had compensation cost for these plans been determined consistent with SFAS No. 123, the Company’s net loss and net loss per share would have been adjusted to the following pro forma amounts:


    For the Three Months     For the Nine Months Ended  
          Ended              
    September     September     September     September  
    30, 2005     30, 2004     30, 2005     30, 2004  
Net loss                        
   As reported $     362,661   $     350,099   $     2,100,230   $     3,525,867  
   Pro forma $     362,661   $     350,099   $     2,100,230   $     3,525,867  
Net Loss per share                        
   As reported $ 0.00   $ 0.01   $ 0.03   $ 0.07  
   Pro forma $ 0.00   $ 0.01   $ 0.03   $ 0.07  

11



L.A.M. PHARMACEUTICAL, CORP.
(A DELAWARE CORPORATION)
Lewiston, New York
 
NOTES TO FINANCIAL STATEMENTS

Note E -

Licensing Agreement

 

               

The Company has an exclusive license agreement (the "License Agreement") with Ixora Bio-Medical Company, Inc. ("Ixora"). Under the License Agreement, Ixora paid the Company $500,000 cash and 2,025,000 common stock of Ixora for the exclusive rights of the Company’s male and female sexual dysfunction product technology. Ixora has also agreed to pay all costs for the development, registration and protection of intellectual property, including but not limited to patent costs, raw material costs, clinical development costs and compensation of all Company personnel involved in the sexual dysfunction product technology. The Company must obtain written consent from Ixora on the reimbursement of costs in excess of $10,000 per quarter.

 

           

The initial receipt of 2,025,000 common stock of Ixora represented a 45% ownership interest in Ixora. The Company accounted for the investment in Ixora on the equity method, which was written down to zero when the Company’s share of Ixora’s losses were subsequently recorded. During 2000 and 2001, Ixora received additional equity financing which decreased the Company’s ownership in Ixora to 18%. As a result the Company currently accounts for their investment in Ixora on the cost basis, which remains at zero.

 

       

The Company determined that the share portion of the licensing fee should not be recorded as revenue until royalty revenue is earned from Ixora. During the third quarter of 2005, the Company determined that it would be forced to cancel the Licensing Agreement for non-payment. At the same time, all receivables from Ixora were written off to bad debt.

 

 

Subsequent to September 30, 2005, the Company entered into a new agreement with Exoris Inc. ("Exoris"). Under the License agreement, Exoris paid the Company $100,000 cash.

 
Note F -

Going Concern

 

         

The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has reported recurring negative cash flows from operations and recurring net losses, which has resulted in an accumulated deficit of $35,210,555 at September 30, 2005. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

 

       

The Company’s continued existence is dependent upon its ability to raise capital or to successfully market and sell its products. As at the date of filing, the Company has received the initial upfront payment from Exoris of $100,000 cash. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

 

Note G -

Legal Proceedings

 

                         

A complaint was filed against the Company on August 3, 2005, in the 11th judicial circuit court in and for Miami-Dade County, Florida, which complaint was subsequently amended on October 31, 2005 (as amended, the “CRG Complaint”), by Capital Research Group, Inc. (“CRG”). The CRG Complaint alleged that the Company breached the terms of a Satisfaction Agreement previously entered into between CRG and the Company relating to a contractual dispute, whereby the Company agreed to deliver shares of its common stock and warrants to CRG. CRG alleges that the number of shares delivered was insufficient and is seeking damages in the principal amount of $132,000. The Company does not believe CRG’s claim has merit and intends to vigorously defend the CRG Complaint. CRG has also filed a demand for arbitration with the American Arbitration Association (the “Arbitration Action”) seeking $288,902, together with prejudgment interest, in connection with a Consulting Agreement between the Company and CRG dated April 19, 2004 (the “Consulting Agreement”). The Company has not been formally served with the Arbitration Action, but intends to oppose CRG’s demands in the Arbitration Action and believes that no amounts are due to CRG under the Consulting Agreement.

12


Item 2      Management’s Discussion and Analysis of Financial Condition or Plan of Operation

     The following sets forth certain financial data with respect to us and is qualified in its entirety by reference to the more detailed financial statements and notes included elsewhere in this quarterly report on form 10-QSB. The following contains statements that constitute “forward looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934. In some cases, you can also identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar expressions. All forward-looking statements are based on assumptions that we have made based on our experience and perception of historical trends, current conditions, expected future developments and other factors that we believe are appropriate. These statements are subject to numerous risks and uncertainties, many of which are beyond our control. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

Overview

     We are the owner of a proprietary wound healing and transdermal drug delivery technology that involves the use of an original L.A.M. Ionic Polymer Matrix™ technology that we developed for the purpose of delivering, enhancing and sustaining the action of certain established therapeutic agents. Our corporate objective is to develop, market and license wound healing and transdermally delivered drugs, both prescription and over-the-counter, using our patented L.A.M. Ionic Polymer Matrix™ technology. We intend to seek out corporate alliances and co-marketing partnerships where other drugs and topical products can be enhanced by our L.A.M. IPM™ technology. We intend to acquire complementary products, technologies or companies by identifying and evaluating potential products and technologies developed by third parties that we believe fit within our overall objective. Acquisitions may be funded through a combination of issuance of shares and/or cash, in which case we would be required to raise additional funding through debt instruments or equity financing. We currently do not have any agreements to acquire any complementary products, technologies or companies.

     We received clearance of our L.A.M. IPM Wound Gel™ 510(k) pre-market notification from the FDA in April 2002 and commenced limited commercial sales in August of 2002. Since August 2002, we have continued efforts to develop commercial sales in the United States market. In addition, we have pursued a strategy of seeking regulatory approval to sell our L.A.M. IPM Wound Gel™ in additional markets outside of the United States.

      In March 2004, we received regulatory approval to import and sell our L.A.M. IPM Wound Gel™ in China. We also entered into an agreement with a distributor in the Chinese market. Subsequent to the agreement entered into in December 2003 with a distributor in the Latin America market, application for our regulatory approval to market our product in a number of Latin American countries have been filed by our distributor.

     In May 2004, Ixora Bio-Medical Co. (“Ixora”) announced that it had commenced commercial sales of Ixora™ for Women. Upon commencement of commercial sales of this OTC product, Ixora is required to pay us royalties of 6.5% of all net sales with a minimum royalty payment of $75,000 for the first year and $150,000 for the second year of sales. As of September 30, 2005 we have cancelled their licensing agreement due to non-payment.

     In January 2004, we announced the veterinary application of our L.A.M. IPM Wound Gel™ targeting Pyotraumatic dermatitis, commonly known as hot spots suffered by dogs. We are currently seeking licensing or partnership opportunity with companies already well established in the veterinary field and presently do not intend on marketing this application under our own brand.

     Our revenue in the first nine months of 2005 increased to $351,000 compared to $129,000 in the same period in the prior year. This increase in revenue is primarily attributable to increased sales of our IPM Wound Gel™ to our distributor in China, licensing and royalty revenue that did not occur until the second quarter of 2004. and the write off of the remaining deferred licensing revenue. Our operating expenses decreased from $2,461,000 in 2004 to $2,416,000 in 2005 primarily as a result of an overall decrease in general and administrative (specifically salaries and rent expense), marketing and business development expenses, and research and development, offset by the addition of an inventory obsolescence reserve. Net loss for the nine months decreased to $2,100,000 in 2005 compared to $3,526,000 in 2004.

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Selected Financial Data

     The summary financial data set forth below with respect to the statements of operations for the nine months ended September 30, 2005 and 2004 and with respect to the balance sheets as at September 30, 2005 and December 31, 2004, are derived from, and should be read in conjunction with the financial statements and the related notes.

Income Statement Data:

    For the Nine Months Ended        
    September 30,     Percentage  
    2005     2004     Change  
Revenue $  351,347     128,959     272%  
Operating Expenses   2,415,629     2,461,427     (2% )
Other Expenses   35,948     1,193,399        
                   Net Loss $  (2,100,230 ) $  (3,525,867 )      

Balance Sheet Data:

    As at        
    September 30, 2005     December 31, 2004  
Current Assets $  227,373   $  587,286  
Total Assets   871,281     1,295,502  
Current Liabilities   886,958     995,775  
Total Liabilities   1,056,503     1,165,180  
Working Capital (Deficiency)   (659,585 )   (408,489 )
Stockholders' Equity (Deficit)   (185,222 )   130,322  

Results of Operations

Three months Ended September 30, 2005 compared with Three Months Ended September 30, 2004

Revenues

     In May 2004 Ixora announced that it had commenced commercial sales of Ixora™ for Women. Upon commencement of commercial sales of this OTC product, Ixora is required to pay us royalties of 6.5% of all net sales with a minimum royalty payment of $75,000 for the first year and $150,000 for the second year of sales. During the three months ended September 30, 2005 we recorded royalty revenue of $0 and recognized the remaining balance of the deferred licensing revenue as part of the cancellation of the Ixora agreement.

     Sales of our IPM Wound Gel™ during the third quarter of 2005 decreased by $6,000 to $0 from sales in the same quarter of 2004 of $18,000. The decrease in sales resulted from the product’s expiry date in the third quarter of 2005. Subsequent to the end of the third quarter, Company is arranging for the production of a new batch of IPM Wound Gel™ which is expected to be available for sale by the first quarter of 2006.

Cost of Goods Sold

     Cost of Goods Sold for the three months ended September 30, 2005 were $0, representing a decrease of $4,750 from $4,750 in 2004. The decrease includes an overall decrease in sales.

General and Administrative Expenses

     General and administrative expenses for the three months ended September 30, 2005 increased $15,000 to $190,000 from $175,000 for the three months ended September 30, 2004. The increase resulted from issuance of stock for services rendered to consultants.

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     The primary components of general and administrative expenses for the three months ended September 30, 2005 and 2004 were as follows:

  Three months ended  
  September 30,  
  2005   2004  
Officers’ salaries $ 15,000   $ 11,875  
Employee salaries and benefits 11,020   26,088  
Investor relations 1,857   9,960  
Legal and auditing (including SEC filings) 43,341   46,207  
Insurance   19,048  
Shares and options issued to consultants 89,311   12,188  
Other expenses 29,184   49,438  
Total 189,713   174,804  

Marketing and Business Development Expense

     Marketing and business development expense for the three months ended September 30, 2005 increased $56,000 to $246,000 from $190,000 for the three months ended September 30, 2004. The increase resulted from services performed in connection with obtaining distribution agreements in Central and South America.

Research and Development Expense

     Research and development expenses for the three months ended September 30, 2005 decreased $16,000 to $0 from $16,000 for the three months ended September 30, 2004. We have chosen to reduce our research and development expenditures in order to focus on establishing our existing products in the market place. As our products obtain acceptance and adequate cash resources become available we will increase our research and development expenditures and accelerate the development of additional products.

Nine months Ended September 30, 2005 compared with Nine Months Ended September 30, 2004

Revenues

     In May 2004 Ixora announced that it had commenced commercial sales of Ixora™ for Women. Upon commencement of commercial sales of this OTC product, Ixora is required to pay us royalties of 6.5% of all net sales with a minimum royalty payment of $75,000 for the first year and $150,000 for the second year of sales. During the quarter ended September 30, 2005 we wrote off all accrued royalty revenue for the year of $56,250 and have taken into income a portion of the deferred royalty revenue equal to the royalty payments received of $18,750.

     Sales of our IPM Wound Gel™ during the nine months ended September 30, 2005 increased by $127,000 to $181,000 from sales in the same period of 2004 of $54,000. The increase in sales resulted from our efforts in distributing our product in China.

Cost of Goods Sold

     Cost of Goods Sold for the nine months ended September 30, 2005 were $434,000, representing an increase of $421,000 from $13,000 in 2004. The increase includes an overall increase in sales and a charge for obsolete inventory of $327,000. The gross profit percentage of (69%) for the nine months ended September 30, 2005 decreased when compared to 90% for the same period of 2004. The decrease in the gross profit percentage resulted from lower margin sales to our distributor in China and lack of sales in Q3.

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General and Administrative Expenses

     General and administrative expenses for the nine months ended September 30, 2005 decreased $317,000 to $504,000 from $821,000 for the nine months ended September 30, 2004. The decrease resulted from investor relations expenses incurred in 2004 that did not incur in the current year, an increase in 2004 officers’ salaries as a result of a bonus related to regulatory approval in China and the company’s continuing its efforts to reduce ongoing operating costs.

     The primary components of general and administrative expenses for the nine months ended September 30, 2005 and 2004 were as follows:

  Nine months ended  
  September 30,  
  2005   2004  
Officers’ salaries $ 40,825   $ 51,000  
Employee salaries and benefits 49,096   73,742  
Investor relations 15,496   277,505  
Financial consulting 13,527    
Legal and auditing (including SEC filings) 85,632   126,741  
Insurance 10,100   34,051  
Shareholder special meeting expenses   7,496  
Shares and options issued to consultants 185,333   101,355  
Other expenses 104,038   149,030  
Total 504,047   821,420  

Marketing and Business Development Expense

     Marketing and business development expense for the nine months ended September 30, 2005 decreased $93,000 to $1,400,000 from $1,493,000 for the nine months ended September 30, 2004. The decrease resulted from a reduction of costs related to promotional marketing activities.

Research and Development Expense

     Research and development expenses for the nine months ended September 30, 2005 decreased $59,000 to $21,000 from $80,000 for the nine months ended September 30, 2004. We have chosen to reduce our research and development expenditures in order to focus on establishing our existing products in the market place. Costs incurred during the current year represent fixed costs of running our R&D department. As our products obtain acceptance and adequate cash resources become available we will increase our research and development expenditures and accelerate the development of additional products.

Liquidity and Sources of Capital

Nine Months ended September 30, 2005

     Our cash and cash equivalents as of September 30, 2005 was $28,000. Our working capital decreased by $252,000 from a deficiency of $408,000 as of December 31, 2004 to a deficiency of $660,000 as of September 30, 2005.

     Our operations used approximately $356,000 in cash during the nine months ended September 30, 2005 compared to $1,451,000 used in the same period in the prior year. This was primarily due to the Company’s continuing efforts to reduce operating costs and the reduction of inventory. This was offset by an increase in accounts receivable of $129,000.

     During this period we also invested $18,000 in patents and trademarks and $600 in property and equipment.

     During the nine months ended September 30, 2005, funds were raised principally from subscription agreements for the issuance of our common stock in the amount of $317,000.

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     During the nine months ended September 30, 2005 we sold units of our common stock in which each unit consists of shares of our common stock plus warrants. Through private placements we sold 5,639,676 shares of our common stock, plus warrants for the purchase of an additional 4,979,756 shares to 15 investors for proceeds totaling $293,745. Full proceeds were received prior to September 30, 2005. Each warrant will entitle the holder to purchase one share of common stock at varying dates prior to July 1, 2008 at exercise prices varying from $0.04 per share to $0.75 per share.

     Historically, we have relied on the proceeds from the capital raised from the issuance of debt and equity securities to individual investors and related parties to sustain our operations. While we are currently seeking capital, there can be no assurance that we will be able to obtain financing or sell assets on commercially acceptable terms to meet our capital requirements. Our inability to raise capital will have a material adverse effect on our financial condition, ability to meet our obligations and operating needs, and results of operations.

Application of Critical Accounting Policies

     Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. Critical accounting policies include revenue recognition, inventory valuation and accounting for income taxes.

     We recognize revenue in accordance with Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements”. We recognize revenue when it is realized or realizable and earned. We consider revenue realized or realizable when the product has been shipped to the customer, the sales price is fixed or determinable and collectibility is reasonably assured. We reduce our revenue for estimated customer returns. We recognize royalty revenue based on royalty reports or related information received from the licensee and when collectibility is reasonably assured.

     Inventory is comprised of finished goods and raw materials and is stated at the lower of cost or market. Cost is determined by the first-in, first-out method and market is based on the lower of replacement cost or net realizable value. If the cost of the inventories exceeds their expected market value, provisions are recorded currently for the difference between the cost and the market value. These provisions are determined based on estimates. The valuation of inventories also requires us to estimate excess inventories and inventories that are not saleable. The determination of excess or non-saleable inventories requires us to estimate the future demand for our product and consider the shelf life of the inventory. If actual demand is less than our estimated demand, we could be required to record inventory reserves, which would have an adverse impact on our results of operations.

     Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes," establishes financial accounting and reporting standards for the effect of income taxes. The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity's financial statements or tax returns. All deferred tax assets have been fully reserved against due to the uncertainty as to when or whether the tax benefit will be realized.

Item 3       Controls and Procedures

     Joseph T. Slechta, our President, Chief Executive Officer, Principal Financial Officer and Chief Accounting Officer, has evaluated the effectiveness of our disclosure controls and procedures as of a date within 90 days prior to the filing date of this report; and in his opinion our disclosure controls and procedures ensure that material information relating to us, is made known to him by others within our entity, particularly during the period in which this report is being prepared, so as to allow timely decisions regarding required disclosure. To the knowledge of Mr. Slechta there have been no significant changes in our internal controls or in other factors that could significantly affect our internal controls subsequent to the date of their evaluation. As a result, no corrective actions with regard to significant deficiencies or material weakness in our internal controls were required.

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PART II
OTHER INFORMATION

Item 1       Legal Proceedings

     A complaint was filed against the Company on August 3, 2005, in the 11th judicial circuit court in and for Miami-Dade County, Florida, which complaint was subsequently amended on October 31, 2005 (as amended, the “CRG Complaint”), by Capital Research Group, Inc. (“CRG”). The CRG Complaint alleged that the Company breached the terms of a Satisfaction Agreement previously entered into between CRG and the Company relating to a contractual dispute, whereby the Company agreed to deliver shares of its common stock and warrants to CRG. CRG alleges that the number of shares delivered was insufficient and is seeking damages in the principal amount of $132,000. The Company does not believe CRG’s claim has merit and intends to vigorously defend the CRG Complaint. CRG has also filed a demand for arbitration with the American Arbitration Association (the “Arbitration Action”) seeking $288,902, together with prejudgment interest, in connection with a Consulting Agreement between the Company and CRG dated April 19, 2004 (the “Consulting Agreement”). The Company has not been formally served with the Arbitration Action, but intends to oppose CRG’s demands in the Arbitration Action and believes that no amounts are due to CRG under the Consulting Agreement.

Item 2      Changes in Securities

     During the nine months ended September 30, 2005 we sold units of our common stock in which each unit consists of shares of our common stock plus warrants. Through private placements we sold 5,639,676 shares of our common stock, plus warrants for the purchase of an additional 4,979,756 shares to 15 investors for proceeds totaling $293,745. Full proceeds were received prior to September 30, 2005. Each warrant will entitle the holder to purchase one share of common stock at varying dates prior to July 1, 2008 at exercise prices varying from $0.04 per share to $0.75 per share.

     On June 6, 2005 we filed a registration statement with the United States Securities and Exchange Commission (Commission File No. 333-125554) to register the common shares issued as a result of this private placement. On June 27, 2005 we filed Amendment No. 1 to this registration statement. The registration statement was declared effective by the SEC on June 29, 2005.

Item 6      Exhibits

  Number Title
     
  31.1

Certification by Joseph T. Slechta, President, Chief Executive Officer, Principal Financial Officer and Chief Accounting Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

   

  32.1

Certification by Joseph T. Slechta, President, Chief Executive Officer, Principal Financial Officer and Chief Accounting Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURES

In accordance with the requirements of the Securities Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized

  L.A.M. PHARMACEUTICAL, CORP.
     
     
     
November 21, 2005 By:  /s/ Joseph T. Slechta
    Joseph T. Slechta, President, Chief Executive Officer, Principal
    Financial Officer and Chief Accounting Officer

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