As filed with the Securities and Exchange Commission on February __, 2001

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SB-2

Registration Statement Under
THE SECURITIES ACT OF 1933

L.A.M. PHARMACEUTICAL, CORP.
------------------------------
(Exact name of registrant as specified in charte

Delaware 2834 52-2278236
(State or other (Primary Standard Classi- (IRS Employer
jurisdiction of fication Code Number) I.D. Number)
incorporation)

800 Sheppard Avenue West, Commercial Unit 1,
North York, Ontario, Canada M3H 6B4
(877) 526-7717 or (416) 633-3004
(Address and telephone number of principal executive offices)

800 Sheppard Avenue West, Commercial Unit 1,
North York, Ontario, Canada M3H 6B4
(877) 526-7717 or (416) 633-3004
(Address of principal place of business or intended principal place of business)

Alan Drizen
800 Sheppard Avenue West, Commercial Unit 1,
North York, Ontario, Canada M3H 6B4
(877) 526-7717 or (416) 633-3004
----------------------------------
(Name, address and telephone number of agent for service)

Copies of all communications, including all communications sent to
the agent for service, should be sent to:

William T. Hart, Esq.
Hart & Trinen, LLP
1624 Washington Street
Denver, Colorado 80203
303-839-0061

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement

If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box [X].

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE
==============================================================================

Title of each Proposed Proposed
Class of Maximum Maximum
Securities Securities Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (4) Price Fee
- ---------- ---------- ----------- --------- ------------

Common stock (1) 5,000,000 $4.87 $24,350,000 $6,429
- ------------------------------------------------------------------------------
Common stock (2) 482,893 $4.87 $ 2,351,689 $ 621
Common stock (3) 455,580 $4.87 $ 2,218,675 $ 586

Total $28,920,364 $7,636
- ------------------------------------------------------------------------------

(1) Represents shares issuable to Hockbury Limited under equity line of credit.
(2) Represents shares issuable upon the exercise of warrants held by Hockbury
Limited.
(3) Represents shares issuable upon the exercise of warrants held by GKN
Securities Corp.
(4) Offering price computed in accordance with Rule 457(c).

Pursuant to Rule 416, this Registration Statement includes such
indeterminate number of additional securities as may be required for issuance
upon the exercise of the options or warrants as a result of any adjustment in
the number of securities issuable by reason of the options or warrants.

The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of l933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

PROSPECTUS

L.A.M. PHARMACEUTICAL, CORP.

Common Stock

This prospectus may be used only in connection with sales of the common
stock of L.A.M. Pharmaceutical, Corp. by Hockbury Limited and five warrant
holders. Hockbury Limited will sell shares of common stock purchased from L.A.M.
under an equity line of credit agreement and up to 482,893 shares of common
stock which may be issued upon the exercise of warrants. The five warrant
holders will sell up to 455,580 shares of common stock from L.A.M. which may be
issued upon the exercise of warrants granted as a placement fee. Hockbury
Limited and the five warrant holders are sometimes referred to in this
prospectus as the selling shareholders.

L.A.M. will not receive any proceeds from the sale of the common stock by
the selling stockholders. L.A.M. will pay for the expenses of this offering.

L.A.M's common stock is quoted on the OTC Bulletin Board under the symbol
"LAMP." On January 31, 2001 the closing bid price for one share of the L.A.M.'s
common stock was $5.62.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

These securities are speculative and involve a high degree of risk. For a
description of certain important factors that should be considered by
prospective investors, see "Risk Factors" beginning on page 5 of this Prospectus

The date of this prospectus is _________, 2001

PROSPECTUS SUMMARY

L.A.M, Pharmaceutical, Corp. was incorporated in Delaware in July 1998. In
September 1998 L.A.M. acquired all of the issued and outstanding shares of LAM
Pharmaceuticals LLC ("LAM") for 6,000,000 shares of L.A.M.'s common stock. LAM
Pharmaceuticals LLC was organized in Florida in 1994 (initially as a
partnership) to commercialize a new drug delivery system which offers patients,
among other benefits, safer and more effective treatment for a number of serious
diseases. Unless otherwise indicated, all references to L.A.M. include LAM
Pharmaceuticals LLC.

The objective of L.A.M. is to develop, license, produce and sell novel and
proprietary pharmaceuticals. Notwithstanding the above, L.A.M. has not obtained
U.S. Food and Drug Administration (FDA) approval for any of its products.

L.A.M. is the owner of a proprietary drug delivery technology that involves
the use of an original Ionic Polymer Matrix (IPM) for the purpose of delivering,
enhancing and sustaining the action of certain established therapeutic agents.

The IPM technology is not a drug in and of itself, but rather a new system
for carrying, delivering and releasing drugs in a manner that can extend and/or
improve their efficacy and safety.

All of L.A.M.'s products are in various stages of development and testing
and the commercial sale of any of these products may not occur until September
2001 at the earliest. As a result, L.A.M. expects to incur substantial losses
for the foreseeable future.

L.A.M.'s executive offices are located 800 Sheppard Avenue West,
Commercial Unit 1, North York, Ontario, Canada M3H 6B4. L.A.M.'s telephone
number is (877) 526-7717 or (416) 633- 7047 and its fax number is (416)
633-2363.

The Offering

In order to provide a possible source of funding for L.A.M.'s current
activities and for the development of its current and planned products, L.A.M.
has entered into an equity line of credit agreement with Hockbury Limited.

Under the equity line of credit agreement, Hockbury Limited has agreed to
provide L.A.M. with up to $20,000,000 of funding during the twenty-month period
following the effective date of the registration statement to which this
prospectus relates. During this twenty-month period, L.A.M. may request a
drawdown under the equity line of credit by selling shares of its common stock
to Hockbury Limited, and Hockbury Limited will be obligated to purchase the
shares. The minimum amount L.A.M. can draw down at any one time is $100,000, and
the maximum amount L.A.M. can draw down at any one time will be determined at
the time of the drawdown request using a formula contained in the equity line of
credit agreement. L.A.M. may

request a drawdown once every 27 trading days, although L.A.M. is under no
obligation to request any drawdowns under the equity line of credit.

During the 22 trading days following a drawdown request, L.A.M. will
calculate the amount of shares it will sell to Hockbury Limited and the purchase
price per share. The purchase price per share of common stock will be based on
the daily volume weighted average price of L.A.M.'s common stock during each of
the 22 trading days immediately following the drawdown date, less a discount of
10%. L.A.M. will receive the purchase price less a placement agent fee payable
to GKN Securities equal to 7% of the aggregate purchase price. Hockbury Limited
may then resell all or a portion of these shares using this prospectus. GKN
Securities is the placement agent which introduced Hockbury Limited to L.A.M.
and is a registered broker-dealer.

Using the formula contained in the equity line of credit agreement, if
L.A.M. had requested a drawdown on January 1, 2001, the maximum amount L.A.M.
could draw down during the subsequent 22 trading days would have been $113,060.
Based upon the daily volume weighted average of L.A.M.'s common stock during
these 22 trading days, L.A.M. would have sold 29,540 shares of its common stock
to Hockbury Limited and would have received proceeds from the sale of these
shares equal to $105,146, which amount is net of the placement agent fee payable
to GKN Securities. For more details on the maximum drawdown amount, the
calculation of the purchase price and the number of shares L.A.M. will sell, see
"Equity Line of Credit Agreement" beginning on page 35 of this prospectus.

L.A.M. is registering the shares of common stock issuable to Hockbury
Limited under the equity line of credit, the 482,893 shares underlying the
warrants that L.A.M. granted to Hockbury Limited, and the 455,580 shares
underlying the warrants that L.A.M. granted GKN Securities. Warrants to purchase
209,500 shares were subsequently assigned to four employees of GKN Securities.
These shares may be offered for sale from time to time by means of this
prospectus by or for the accounts of Hockbury Limited, GKN Securities and the
four other warrant holders. L.A.M. will prepare and file amendments and
supplements to this prospectus as may be necessary in order to keep this
prospectus effective as long as the selling shareholders hold shares of L.A.M.'s
common stock or until these shares can be sold under an appropriate exemption
from registration. L.A.M. has agreed to bear the expenses of registering the
shares, including Hockbury Limited's legal fees of $25,000, but not the expenses
associated with selling the shares, such as broker discounts and commissions.

As of January 31, 2000, L.A.M. had 14,081,930 shares of common stock
issued and outstanding. The number of outstanding shares does not give effect to
shares which may be issued pursuant to the equity-line of credit or upon the
exercise and/or conversion of options, warrants or convertible notes. See
"Comparative Share Data".

L.A.M. will not receive any proceeds from the sale of the shares by selling
shareholders. However, L.A.M. will receive proceeds from any sale of common
stock to Hockbury Limited under the equity line of credit agreement and upon the
exercise of warrants held by Hockbury Limited, GKN Securities and the four other
warrant holders when, and if, they pay the exercise

price in cash. L.A.M. expects to use substantially all the net proceeds for
general and administrative expenses, research, clinical trials and sales and
marketing.

The purchase of the securities offered by this prospectus involves a high
degree of risk. Risk factors include the lack of revenues and history of loss,
and the need for additional capital. See the "Risk Factors" section of this
prospectus for additional Risk Factors.

Summary Financial Data

The financial data presented below should be read in conjunction with the
more detailed financial statements and related notes which are included
elsewhere in this prospectus along with the section entitled "Management's
Discussion and Analysis and Plan of Operations."

Results of Operations:

Year Ended Year Ended
December 31, 1999 December 31, 2000
----------------- -----------------

Sales $ -- $ --
Operating Expenses (2,474,984) (4,805,269)
Interest Income 2,601 28,201
Loss on investment in affiliate (85,260) --
------------- -------------
Net Loss $(2,474,984) $(4,777,008)
============ ============

Balance Sheet Data:
December 31, 1999 December 31, 2000

Current Assets $1,148,710 $2,101,706
Total Assets 1,386,049 2,457,503
Current Liabilities 1,363,627 1,985,012
Total Liabilities 2,961,824 3,459,209
Working Capital (Deficiency) (214,917) 116,694
Stockholders' (Deficit) (1,575,775) (1,001,706)

Forward Looking Statements

This prospectus contains various forward-looking statements that are based
on L.A.M.'s beliefs as well as assumptions made by and information currently
available to L.A.M. When used in this prospectus, the words "believe", "expect",
"anticipate", "estimate" and similar expressions are intended to identify
forward-looking statements. Such statements may include statements regarding
seeking business opportunities, payment of operating expenses, and the like, and
are subject to certain risks, uncertainties and assumptions which could cause
actual results to differ materially from projections or estimates. Factors which
could cause actual results to differ materially are discussed at length under
the heading "Risk Factors". Should one or more of the enumerated risks or
uncertainties materialize, or should underlying assumptions prove incorrect,

actual results may vary materially from those anticipated, estimated or
projected. Investors should not place undue reliance on forward-looking
statements, all of which speak only as of the date made.

RISK FACTORS

The securities being offered hereby are highly speculative and prospective
investors should consider, among others, the following factors related to the
business, operations and financial position of L.A.M.

If L.A.M. fails to obtain regulatory approvals for its products, L.A.M. will be
prevented from marketing its products and will incur substantial losses: The
pre-clinical and clinical testing, manufacturing, and marketing of L.A.M.'s drug
delivery systems is subject to extensive regulation by numerous governmental
authorities in the United States and in other countries, including, but not
limited to, the United States Food and Drug Administration. Among other
requirements, FDA approval of L.A.M.'s drug delivery systems, including a review
of the manufacturing processes and facilities used to produce L.A.M.'s drug
delivery products, will be required before these products may be marketed in the
United States. There can be no assurance that L.A.M.'s manufacturing facilities
will be accepted by the FDA. Similarly, marketing approval by a foreign
governmental authority is typically required before L.A.M.'s drug delivery
systems may be marketed in a particular foreign country.

L.A.M. does not have any products approved by the FDA or any foreign
authority and does not expect to be profitable unless its drug delivery products
now under development receive FDA or foreign regulatory approval and are
commercialized successfully. In order to obtain FDA approval of a product L.A.M.
must demonstrate to the satisfaction of the FDA that the product is safe and
effective for its intended uses and that L.A.M. is capable of manufacturing the
product with procedures that conform to the FDA's regulations, which must be
followed at all times. Management of L.A.M. has limited experience in submitting
and pursuing FDA regulatory applications. The process of obtaining FDA approvals
can be costly, time consuming, and subject to unanticipated delay. There can be
no assurance that any approvals will be granted to L.A.M. on a timely basis, or
at all.

In addition to delays in review and approval of pre-clinical and clinical
testing, delays or rejection may also be encountered based upon changes in
applicable law or regulatory policy during the period of product development and
FDA regulatory review. Any failure to obtain, or any delay in obtaining FDA
approvals would adversely affect the ability of L.A.M. to market its products.
Moreover, even if FDA approval is granted, any approval may include significant
limitations on indicated uses for which a product could be marketed.

Both before and after approval is obtained, a product and its manufacturer
are subject to comprehensive regulatory oversight. Violations of regulatory
requirements at any stage, including the pre-clinical and clinical testing
process, the approval process, or thereafter (including after approval), may
result in adverse consequences, including the FDA's delay in approving or
refusal to approve a product, withdrawal of an approved product from the market,
and/or the imposition of criminal penalties against the manufacturer. In
addition, later discovery of previously unknown

problems relating to a marketed product may result in restrictions on such
product or manufacturer including withdrawal of the product from the market.
Also, new government requirements may be established that could delay or prevent
regulatory approval of L.A.M.'s products under development.

If cost estimates for clinical trials and research are inaccurate, L.A.M. will
require additional funding. L.A.M.'s estimates of the costs associated with
future clinical trials and research may be substantially lower than the actual
costs of these activities. If L.A.M.'s cost estimates are incorrect, L.A.M. will
need additional funding for its research efforts.

There can be no assurance that L.A.M. will achieve or maintain a competitive
position or that other technological developments will not cause L.A.M.'s
proprietary technologies to become uneconomical or obsolete. The biomedical
field in which L.A.M. is involved is undergoing rapid and significant
technological change. The successful development of therapeutic agents and
products will depend on L.A.M.'s ability to be in the technological forefront of
this field. There can be no assurance that L.A.M. will achieve or maintain a
competitive position or that other technological developments will not cause
L.A.M.'s proprietary technologies to become uneconomical or obsolete.

L.A.M.'s patents might not protect L.A.M.'s technology from competitors. Certain
aspects of L.A.M.'s technologies are covered by U.S. patents. In addition,
L.A.M. has a number of patent applications pending. There is no assurance that
the applications still pending or which may be filed in the future will result
in the issuance of any patents. Furthermore, there is no assurance as to the
breadth and degree of protection any issued patents might afford L.A.M..
Disputes may arise between L.A.M. and others as to the scope, validity and
ownership rights of these or other patents. Any defense of the patents could
prove costly and time consuming and there can be no assurance that L.A.M. will
be in a position, or will deem it advisable, to carry on such a defense. Other
private and public concerns may have filed applications for, or may have been
issued, patents and are expected to obtain additional patents and other
proprietary rights to technology potentially useful or necessary to L.A.M.. The
scope and validity of such patents, if any are presently unknown. Also, as far
as L.A.M. relies upon unpatented proprietary technology, there is no assurance
that others may not acquire or independently develop the same or similar
technology.

L.A.M. has a history of losses and may never be profitable. L.A.M. has never
earned a profit. As of December 31, 2000 L.A.M.'s accumulated deficit was
approximately $(9,815,000). L.A.M. expects to incur additional losses during the
forseeable future. No assurance can be given that L.A.M.'s product development
efforts will be completed, that regulatory approvals will be obtained, that
L.A.M.'s drug delivery systems will be manufactured and marketed successfully,
or that L.A.M. will ever earn a profit.

If L.A.M. cannot obtain additional capital, L.A.M. may have to delay or postpone
development and research expenditures which may influence L.A.M.'s ability to
produce a timely and competitive product. This offering is being made on behalf
of certain selling shareholders. L.A.M. will not receive any proceeds from the
sale of the shares offered by the

selling shareholders. Although the equity line of credit from Hockbury Limited
is a potential source of funding, a decline in the trading volume or price of
L.A.M's common stock may reduce the amount L.A.M. may be able to obtain under
the equity line of credit. In addition, the equity line of credit agreement
limits L.A.M.'s ability to raise capital by selling its securities to third
parties at a discount to the market price during the term of the equity line of
credit. Clinical and other studies necessary to obtain approval of a new drug
can be time consuming and costly. The different steps necessary to obtain
regulatory approval, especially that of the FDA, involve significant costs.
Accordingly, L.A.M. will need additional capital in order to fund the costs of
future clinical trials, related research, and general and administrative
expenses. L.A.M. may be forced to delay or postpone development and research
expenditures if L.A.M. is unable to secure adequate sources of funds. These
delays in development would have an adverse effect on L.A.M.'s ability to
produce timely and competitive products. There can be no assurance that L.A.M.
will be able to obtain the funding which it will require.

L.A.M. may sell shares of its common stock in the future, including shares
issued pursuant to the equity line of credit, and these sales may dilute the
interests of other security holders and depress the price of L.A.M.'s common
stock. As of January 31, 2001, L.A.M had 14,081,930 outstanding shares of common
stock. As of January 31, 2001, there were outstanding options, warrants and
convertible notes which would allow the holders of these securities to purchase
approximately 3,351,952 additional shares of L.A.M.'s common stock. Additional
shares of common stock, which may be sold by means of this prospectus, are
issuable under the equity line of credit and upon the exercise of warrants held
by Hockbury Limited and GKN Securities. L.A.M. may also issue additional shares
for various reasons and may grant additional stock options to its employees,
officers, directors and third parties. See " Comparative Share Data".

The issuance or even the potential issuance of shares under the equity
line of credit, in connection with any other financing, and upon exercise of
warrants, options or the conversion of promissory notes will have a dilutive
impact on other stockholders and could have a negative effect on the market
price of L.A.M.'s common stock. In addition, the shares issuable to Hockbury
Limited under the equity line of credit will be issued at a discount to the
daily volume weighted average prices of L.A.M.'s common stock during the 22
trading days prior to issuance.

As L.A.M. sell shares of its common stock to Hockbury Limited under the
equity line of credit, and Hockbury Limited sells the common stock to third
parties, the price of L.A.M.'s common stock may decrease due to the additional
shares in the market. If L.A.M. decides to draw down on the equity line of
credit as the price of its common stock decreases, L.A.M. will be required to
issue more shares of its common stock for any given dollar amount invested by
Hockbury Limited, subject to the minimum selling price specified by L.A.M. The
more shares that are issued under the equity line of credit, the more L.A.M.'s
then outstanding shares will be diluted and the more L.A.M.'s stock price may
decrease. Any decline in the price of L.A.M.'s common stock may encourage short
sales, which could place further downward pressure on the price of L.A.M.'s
common stock.

There is, at present, only a limited market for L.A.M.'s common stock and
there is no assurance that this market will continue. L.A.M.'s common stock is
traded on the OTC

Bulletin Board. Trades of L.A.M.'s common stock are subject to Rule 15g-9 of the
Securities and Exchange Commission, which rule imposes certain requirements on
broker/dealers who sell securities subject to the rule to persons other than
established customers and accredited investors. For transactions covered by the
rule, brokers/dealers must make a special suitability determination for
purchasers of the securities and receive the purchaser's written agreement to
the transaction prior to sale. The Securities and Exchange Commission also has
rules that regulate broker/dealer practices in connection with transactions in
"penny stocks". Penny stocks generally are equity securities with a price of
less than $5.00 (other than securities registered on certain national securities
exchanges or quoted on the NASDAQ system, provided that current price and volume
information with respect to transactions in that security is provided by the
exchange or system). The penny stock rules require a broker/ dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document prepared by the Commission that provides
information about penny stocks and the nature and level of risks in the penny
stock market. The broker/dealer also must provide the customer with current bid
and offer quotations for the penny stock, the compensation of the broker/dealer
and its salesperson in the transaction, and monthly account statements showing
the market value of each penny stock held in the customer's account. The bid and
offer quotations, and the broker/dealer and salesperson compensation
information, must be given to the customer orally or in writing prior to
effecting the transaction and must be given to the customer in writing before or
with the customer's confirmation. These disclosure requirements have the effect
of reducing the level of trading activity in the secondary market for L.A.M.'s
common stock. As a result of these rules, investors may find it difficult to
sell their shares.

COMPARATIVE SHARE DATA

As of January 31, 2001, L.A.M. had 14,081,930 outstanding shares of common
stock. The following table illustrates the comparative stock ownership of the
present shareholders of L.A.M., as compared to the investors in this offering,
assuming all shares offered by the selling shareholders are sold.

Number of
Shares

Shares outstanding as of January 31, 2001 14,081,930

Shares offered by selling shareholders:
Hockbury Limited-Equity Line of Credit
Hockbury Limited-Warrants 482,893
GKN Securities-Warrants 455,580

The number of shares outstanding as of January 31, 2001 excludes shares
which may be issued upon the exercise and/or conversion of other options,
warrants and convertible notes issued by L.A.M. See the table below for further
information.

The issuance of additional shares and the eligibility of issued shares for
resale will dilute L.A.M.'s common stock and may lower the price of L.A.M.'s
common stock. Investors in this offering will suffer immediate dilution since
the price paid for the securities offered will likely be more then the net
tangible book value of L.A.M.'s common stock. Net tangible book value is
calculated by dividing L.A.M.'s total assets, less intangible assets and
liabilities, and dividing it by the number of outstanding shares of common
stock.

The actual dilution to investors in this offering will depend on the price
paid for the shares and the actual prices at which L.A.M. sells shares to
Hockbury Limited under the equity line of credit agreement.

Other Shares Which May Be Issued:
- --------------------------------

The following table lists additional shares of L.A.M.'s common stock which
may be issued as the result of the exercise of outstanding options, warrants or
convertible notes:

Number of Note
Shares Reference

Shares issuable upon exercise of warrants 90,000 A
issued to private investors.

Shares issuable upon exercise of options
and warrants granted to L.A.M.'s officers,
directors, and employees. 710,000 B

Shares issuable upon exercise of options
granted to consultants. 1,576,000 C

Shares issuable upon conversion of promissory
notes. 975,952 D

A. Warrants are exercisable at a price of $0.65 per share and expire in
September and October 2001.

B. Options are exercisable at prices between $0.65 and $4.00 and expire
between September 2001 and November 2003

C. Options were granted to certain persons that provide financial and research
consulting services to L.A.M. Options are exercisable at prices between
$0.65 and $4.50 and expire between September 2001 and June 2005.

D. Between June 1999 and November 2000 L.A.M. sold convertible notes in the
principal amount of $2,466,333.32 to various private investors. The notes
bear interest rate of 9.5% and are due and payable between January and
November 2001. At the option of the note holder, the amount due on the

note, plus any accrued interest, may be converted into shares of L.A.M.'s
common stock. The number of shares to be issued upon the conversion of the
notes is determined by dividing the amount to be converted by the
Conversion Price. The Conversion Price for the convertible notes varies
between $0.50 and $4.00. As of January 31, 2001 notes in the principal
amount of $2,310,250, plus related interest, had been converted into
3,819,430 shares of L.A.M.'s common stock. The remaining outstanding notes,
plus accrued interest of approximately $1,658,250, may be converted into
975,952 shares of L.A.M.'s common stock at any time.
E.
Market for Common STOCK.

As of January 31, 2000, there were 138 record owners of L.A.M.'s common
stock. L.A.M.'s common stock is traded on the OTC Bulletin Board under the
symbol "LAMP". Set forth below are the range of high and low bid quotations for
the periods indicated as reported by the OTC Bulletin Board. The market
quotations reflect interdealer prices, without retail mark-up, mark-down or
commissions and may not necessarily represent actual transactions. L.A.M.'s
common stock began trading in August 1999.

Quarter Ending High Low

9/30/99 $ 1.38 $0.60
12/31/99 $ 4.00 $0.88
3/31/00 $10.00 $4.00
6/30/00 $ 9.25 $4.75
12/31/00 $4.75 $2.62

Holders of common stock are entitled to receive dividends as may be
declared by the Board of Directors and, in the event of liquidation, to share
pro rata in any distribution of L.A.M.'s assets after payment of liabilities.
The Board of Directors is not obligated to declare a dividend. L.A.M. has not
paid any dividends does not have any current plans to pay any dividends.

USE OF PROCEEDS

L.A.M. will not receive any proceeds from the sale of the shares by
Hockbury Limited, GKN Securities or the four other warrant holders. However,
L.A.M. will receive proceeds from any sale of common stock to Hockbury Limited
under the equity line of credit agreement described in this prospectus and upon
the exercise of the warrants held by Hockbury Limited, GKN Securities or the
four other warrant holders when, and if, they exercise the warrants for cash.

L.A.M. expects to use substantially all the net proceeds for general and
administrative expenses, research, clinical trials and sales and marketing
activities. The amounts L.A.M. actually uses for working capital and other
purposes may vary significantly and will depend on a number of factors
including, but not limited to, the actual net proceeds received, the amount of

L.A.M.'s future revenues and other factors described under "Risk Factors."
Accordingly, L.A.M.'s management will retain broad discretion in the allocation
of the net proceeds. Pending these uses, the net proceeds of this offering will
be invested in short-term, interest-bearing, investment-grade securities or
guaranteed obligations of the U.S. government.

Management's discussion and Analysis
AND plan of operationS

The following sets forth certain financial data with respect to L.A.M. and
is qualified in its entirety by reference to the more detailed financial
statements and notes included elsewhere in this prospectus.

Summary Financial Data

All of L.A.M.'s products are in the development stage and L.A.M. has not
generated any revenues from the sale of any pharmaceutical products. Revenues
since its inception represent payments received from Ixora under research and
development cost reimbursement agreements and interest income on invested cash
balances. See "Business" for further information concerning L.A.M.'s agreement
with Ixora.

Results of Operations:

Year Ended Year Ended
December 31, 1999 December 31, 2000
----------------- -----------------

Sales $ -- $ --
Operating Expenses (2,474,984) (4,805,269)
Interest Income 2,601 28,201
Loss on investment in affiliate (85,260) --
------------- -------------

Net Loss $(2,474,984) $(4,777,008)
============ ============

Balance Sheet Data:
December 31, 1999 December 31, 2000

Year Ended December 31, 2000

During the year ended December 31, 2000 research and development expenses
increased due to the start of clinical trials in Toronto, Canada as well as
deferred compensation paid to L.A.M.'s president. The clinical trials pertain to
L.A.M.'s arthritic pain drug.

General and administrative costs increased during the year as the result
of sales commissions paid in connection with the sale of L.A.M.'s convertible
notes, additional administrative personnel and increased legal expenses.

The primary components of general and administrative expenses for the year
ended December 31, 2000 were as follows:

Officer's salary $ 120,000
Employee salaries and benefits 277,108
Less: Salaries classified as Research (256,173)
& Development
Investor Relations 231,239
Stock Options and Awards 447,640
Commissions paid on sales of Convertible Notes 381,300
Financial Consulting 238,894
Legal and Auditing 174,168
Other Supplies and Expenses 160,018
----------

Total $ 1,774,194
===========

The expense of $447,640 associated with the grant of options to
consultants and employees and the issuance of common stock for services did not
require the use of cash.

Interest expense increased due to the sale of convertible notes between
September 1999 and November 2000.

During the year ended December 31, 2000 a conversion premium of $2,395,093
relating to the sale of convertible notes was charged to expense. The conversion
premium represents the difference between the fair value of L.A.M.'s common
stock and the conversion price of the convertible notes sold during the year.
The conversion premium did not require the use of cash.

Year Ended December 31, 1999

Higher contracted research costs incurred in conducting clinical trials
resulted in the increase in research and development expenses during 1998.
Research and development expenses tend to fluctuate from period to period
depending on the status of the Company's research projects and the timing of
clinical trials.

The increase in general and administrative expenses during 1999 was
attributable to the Company's efforts in raising capital, restructuring its
business activities, and registering the Company's common stock under the
Securities Exchange Act of 1934.

The primary components of general and administrative expenses for the year
ended December 31, 1999 were:

1999

Officer's salary $120,000
Employee salaries and benefits 81,830
Less: Salaries classified as Research (135,494)
& Development
Investor Relations 91,941
Stock Options and Awards 526,316
Commissions paid on sales of Convertible 27,471
Notes
Financial Consulting 42,876
Legal and Auditing 92,802
Other Supplies and Expenses 58,315
-------

Total $906,057
--------

The expense of $526,316 associated with the grant of options to
consultants and employees and the issuance of common stock for services did not
require the use of cash.

The increase in interest expense represents interest accrued for the year
on the convertible notes that were sold during the year ended December 31, 1999.
The Company did not sell any convertible notes in 1998.

During the year ended December 31, 1999, a conversion premium of
$1,252,000 relating to the sale of convertible notes was charged to expense. The
conversion premium represents the difference between the fair value of LA.M.'s
common stock and the conversion price of the convertible notes sold during the
year. L.A.M. did not sell any convertible notes during the year ended December
31, 1998. The conversion premium did not require the use of cash.

Liquidity and Sources of Capital

During the year ended December 31, 1999 L.A.M.'s operations used
approximately $348,000 in cash and L.A.M. spent approximately $166,000 on patent
and trademark applications and $4,000 on equipment purchases. Cash required
during the year was generated through sales of L.A.M.'s common stock ($60,000)
and convertible notes ($1,077,000).

L.A.M.'s operations used approximately $1,622,000 in cash during the year
ended December 31, 2000. During the year L.A.M. also spent approximately
$117,000 on patent and trademark applications and $38,000 for equipment. Cash
required during the year ended December 31, 2000 was generated through sales of
convertible debentures ($2,466,000) and the exercise of stock options
($189,000).

The Company's primary source of liquidity as of December 31, 2000 was cash
and cash equivalent investments of approximately $1,546,000 and cash held by
brokers from the sale of convertible debentures of $357,000.

Plan of Operation

During the twelve months ending December 31, 2001 L.A.M.:

o will attempt to license or joint venture the technology relating to
its Arthritic Pain Drug to a larger corporation which has the
financial resources required to perform the clinical studies required
for FDA approval.

o plans to apply to the FDA for clearance to begin Phase I clinical
trials to test L.A.M.'s Sexual Dysfunction Drug.

o plans to continue testing L.A.M.'s skin care products with a view to
licensing the IPM technology to third parties for use in products
which will be classified as cosmetics or OTC drugs.

During this twelve month period L.A.M. does not anticipate hiring more than
four employees.

During the twelve months ending December 31, 2001, L.A.M. expects that it
will spend between $250,000 and $300,000 on research, development, and clinical
studies relating to L.A.M.'s IPM Matrix technology. As of December 31, 2000
L.A.M. had working capital of approximately $1,775,000 (exclusive of convertible
notes that are expected to be converted to equity and liabilities payable to
shareholders of L.A.M.). L.A.M. plans to use its existing financial resources as
well as the proceeds from the sale of its common stock under the equity line of
credit agreement with Hockbury Limited to fund its capital requirements during
this period. It should be noted that substantial funds may be needed for more
extensive research and clinical studies before L.A.M. will be able to sell any
of its products on a commercial basis.

Other than funding its research and development activities and operating
losses, L.A.M. does not have any material capital commitments.

Due to the lack of any significant revenues, L.A.M. has relied upon
proceeds realized from the public and private sale of its common stock and
convertible notes to meet its funding requirements. Funds raised by L.A.M. have
been expended primarily in connection with research, development, clinical
studies and administrative costs. Since L.A.M. does not anticipate realizing
revenues until such time as it begins the commercial sale of its products or
enters into licensing arrangements regarding these products (which could take a
number of years), L.A.M. will be required, through the sale of securities, debt
financing or other arrangements, to fund its operations. However, additional
funding may not be available to L.A.M. or may not be available on favorable
terms.

BUSINESS

L.A.M. Pharmaceutical, Corp. was incorporated in Delaware in July 1998. In
September 1998 L.A.M. acquired all of the issued and outstanding shares of LAM
Pharmaceuticals LLC for 6,000,000 shares of L.A.M.'s common stock. LAM
Pharmaceuticals LLC was organized in Florida in 1994, initially as a
partnership, to commercialize a new drug delivery system which offers patients,
among other benefits, safer and more effective treatment for a number of serious
diseases. Unless otherwise indicated, all references to L.A.M. include LAM
Pharmaceuticals LLC.

L.A.M. has a proprietary drug delivery technology that involves the use of
an original Ionic Polymer Matrix (IPM) for the purpose of delivering, enhancing
and sustaining the action of certain established therapeutic agents.

The IPM technology is not a drug in and of itself, but rather a new system
for carrying, delivering and releasing drugs in a manner that can extend and/or
improve their efficacy and safety.

In order to fully understand and appreciate the significance and
effectiveness of L.A.M.'s drug delivery technology it is important to understand
how various drug-based formulations are applied to the skin and the ways that
substances applied to the skin are absorbed by the skin and other structures of
the body.

For many years lotions, creams, suspensions and solutions of various
natural (herbal) and therapeutic (drug) substances have been applied to the
skin. When it comes to treating pain, sexual dysfunction and other disease
states which emanate from structures of the body below the skin, topical therapy
is not effective unless the therapeutic agent can penetrate the outer layer of
the skin (stratum corneum) which acts as a protective barrier. This layer
consists of numerous dead cells and cells in transition, which collectively form
an effective barrier to penetration of substances, such as bacteria, in the air
or in water. Thus the stratum corneum plays an important role in protecting the
body from invasion by harmful substances.

It is this same protective role which has posed a major challenge over the
years regarding devising a mechanism that can effectively penetrate the stratum
corneum for the purpose of delivering therapeutic substances to structures deep
within the body.

In 1994 L.A.M.'s scientists discovered that certain molecules, called
polymers were found to possess strong electrical charges which, when combined
with other polymers of a specific electrical charge, are able to effectively
penetrate the outer layers of the skin. In addition, these molecules are able to
attach or surround other molecules such as therapeutic drug molecules and carry
them within a matrix through the outer layers of the skin into the deeper
structures below. L.A.M.'s scientists recognized that these discoveries would be
of great significance in regard to the delivery of therapeutic agents. This
phenomenon, the ionic polymer matrix (IPM) delivery system, is covered by eight
U.S. patents which are owned by L.A.M..

IPM technology combines in a matrix, in a novel manner, those drugs which
are well-established and generally regarded by the public, the regulatory
authorities and the pharmaceutical industry as safe. Based on preliminary
studies conducted to date, L.A.M. believes that its IPM technology when combined
with an active drug ingredient, will facilitate the delivery of greater amounts
of drug to structures within the body than is otherwise possible. IPM therefore
offers potential benefits by providing faster and more prolonged therapeutic
activity, less intrusive and less painful methods of delivery and faster onset
of therapeutic process.

L.A.M.'s products are regulated in the United States by the FDA. L.A.M. is
of the opinion that the products being developed by L.A.M. will be classified as
a cosmetic, an OTC drug, or a new drug. Products classified as cosmetics or OTC
drugs may be marketed without FDA approval. New drugs that are not cosmetics and
that are considered an OTC drug must be approved by the FDA prior to marketing
in the United States. Before human testing can begin with respect to a new drug
in the United States preclinical studies are conducted in laboratory animals to
evaluate the potential efficacy and the safety of a product. Human clinical
studies generally involve a three-phase process. The initial clinical
evaluation, Phase I, consists of administering the product and testing for safe
and tolerable dosage levels. Phase II trials continue the evaluation of safety
and determine the appropriate dosage for the product, identify possible side
effects and risks in a larger group of subjects, and provide preliminary
indications of efficacy. Phase III trials consist of testing for actual clinical
efficacy within an expanded group of patients at geographically dispersed test
sites.

L.A.M. believes that its IPM technology, when used with prescription drugs
will be regulated as an unapproved new drug and will require approval by the
FDA. Conversely, L.A.M.'s IPM technology, when used with a cosmetic or an OTC
drug, could be marketed without FDA approval.

L.A.M.'s initial approach has been and continues to be to research and
develop applications of the IPM technology using well known and FDA approved or
licensed drugs the patents for which have expired or which are not otherwise
proprietary. This approach has a number of benefits:

o The properties, safety and efficacy of the drug that is to be delivered
are well established and regulatory approvals or licenses for them have
been granted in most or all important markets.

o The matrix materials used with the IPM technology are considered by the
FDA to be safe for use in humans.
o The regulatory process required to gain approval or licenses for the
drug-IPM delivery matrix should be substantially shorter than for a
drug-IPM matrix where the drug is not approved or licensed.

L.A.M. plans to evaluate a limited number of IPM/drug formulations that
have shown promise during preliminary clinical investigation. L.A.M.'s preferred
course is to negotiate licensing agreements and/or joint ventures with larger
pharmaceutical companies which have the financial resources to fund the research
and/or clinical trials necessary to complete the development of L.A.M. products.

If the results of the clinical trials are promising, L.A.M. may then be in
a position to negotiate licenses which would generate sufficient revenue so as
to allow L.A.M. to exploit the IPM technology using a variety of other drugs. It
should be emphasized that a number of risks may be associated with this
approach. While preliminary results have been promising, there is no certainty
that the efficacy of the IPM/drug formulations currently being tested will be
borne out in subsequent clinical trials. In addition, more clinical studies may
be requested by a potential licensee before it is willing to enter into an
agreement.

L.A.M.'s objective is to raise sufficient capital to enable it to sustain
ongoing research and administrative overhead as well as to enable it to
undertake the work necessary to obtain FDA approval for its products.

The longer L.A.M. is able to fund development and the clinical trials for
its products and thereby establish their efficacy, the greater their value will
be to a potential licensee given the reduced risk of failure. Consequently, the
longer L.A.M. retains sole ownership of the products the greater will be its
bargaining position with prospective licensees and strategic alliance partners.
Indeed, the industry places incrementally larger different values on drugs as
they progress through the clinical trials required by the FDA.

L.A.M. plans to market its products in any country where a suitable market
exists and which has approved L.A.M.'s products for sale.

In July 1996, L.A.M. entered into a joint venture agreement with South
Florida Bio-availability Clinic ("SFBC"), a public company listed on the AMEX
("SFC") located in Miami, Florida. SFBC is a contract research firm which has
conducted over 300 in Phase I, Phase II and Phase III clinical studies for major
pharmaceutical corporations. Under the terms of the agreement, SFBC has
conducted a number of studies in human patients for the purpose of L.A.M.'s FDA
drug approval submissions.

The agreement between L.A.M. and SFBC provides that SFBC will provide
office and laboratory space to L.A.M. in it's Miami facilities. As part of this
agreement, L.A.M. has transferred its equipment and research activities from
Toronto to Miami. SFBC also agreed to provide certain support staff and office
infrastructure to L.A.M.

This arrangement benefits L.A.M. because it allows its researchers the
ability to work in close proximity to SFBC staff. In addition, by obtaining
studies at cost, L.A.M. is able to move its research along at a faster pace than
would have otherwise been possible.

At the present time L.A.M. is focusing its efforts on the following
projects:

ARTHRITIC PAIN

L.A.M. has developed a transdermal (through the skin) IPM drug designed to
be used in topical form for the relief of arthritic pain and pain caused by
related conditions.

At the present time, an effective transdermal preparation containing an
NSAID (nonsteroidal anti-inflammatory drug) for the treatment of arthritis is
not available on the market. The reasons for this are apparent when one
considers the technical challenges that must be overcome to effectively
penetrate the outer barrier of the skin.

Under the terms of the Canada Health Act and regulations, specialist
physicians are permitted a compassionate prescribing prerogative. This
prerogative allows for the prescribing of drugs which have not yet been approved
for sale in Canada, on a compassionate basis, for patients for whom no other
available medication has provided relief. Administration of the Diclofenac-IPM
on a compassionate basis at the Rothbart Pain Clinic in Toronto have yielded
positive results in the treatment of arthritis.

L.A.M.'s Diclofenac-IPM is a therapeutic preparation containing 30 mg. of
diclofenac per ml. This clear, aqueous and highly absorbent gel is applied to
the skin adjacent to the affected area. Within several minutes the preparation
dries and therapeutic levels of diclofenac are delivered to the affected
structures below the skin. In the case of a patient suffering from
osteoarthritis of the knee, for example, the outer layer of the knee would be
treated by the application of a small amount of L.A.M.'s Diclofenac matrix to
the skin covering the knee and gently massaged for 20-30 seconds. After several
minutes, the patient is able to resume his or her activities.

In cases where the patient is experiencing acute pain, relief is apparent
within ten minutes. Relief of the symptoms of arthritis often lasts for 4-6
hours. In many cases one application of several doses of diclofenac will settle
or reduce the pain for longer periods. Thus the application of repeated doses is
required only when it becomes necessary to control pain.

L.A.M.'s Diclofenac matrix leaves no film or residue on the surface of the
skin and therefore can be applied to clean skin at any time of the day or night.
In addition to the gel matrix, L.A.M. is currently working on a Diclofenac patch
for long-term relief (up to 3 days) for symptoms of arthritis.

L.A.M.'s Diclofenac-IPM gel is especially important for the treatment of
arthritis in sufferers who experience acute inflammation and pain (flares). This
is a common condition that

occurs frequently in the joints and surrounding structures of patients suffering
from osteoarthritis. Management of these acute flares is especially important
for individuals who need to return to their daily activities in the shortest
possible time. Clinical experience has demonstrated that when L.A.M.'s
Diclofenac matrix is used for acute flares, relief of pain can occur in fifteen
to twenty minutes and can last as long as twelve hours due to the ability of the
IPM technology to deliver Diclofenac to affected structures beneath the skin.

The most common form of arthritis is osteoarthritis, which affects an
estimated 20+ million people in the United States and Canada. The most common
form of medication used and prescribed for osteoarthritis is NSAID's. Examples
of non prescription NSAID's are ASA and ibuprofen. The world's best selling
prescription NSAID is diclofenac.

A risk faced by all users of orally administered NSAIDs, in particular
regular users, is NSAID-induced ulcers. NSAIDs are the most frequently used
class of drug by those suffering from arthritis. It is estimated that over
20,000 deaths occur annually in Canada and the United States resulting from
complications of NSAID-induced ulcers. One of the compassionate uses of L.A.M.'s
Diclofenac-IPM has been to treat patients suffering from gastric side effects
associated with the oral form of diclofenac. The topical administration of
diclofenac through L.A.M.'s Diclofenac-IPM mechanism would obviate many of these
risks and problems.

L.A.M. is proceeding with the development of a long acting form of an
Diclofenac-IPM anti-inflammatory and analgesic. L.A.M. is prioritizing its
activities on the development of the previously mentioned patch and is in the
process of conducting pilot studies on animals and on a compassionate basis in
humans. Once these trials are concluded, L.A.M. plans on filing the appropriate
data for regulatory approval and enlarging the scope of its IPM patch research.

SEXUAL DYSFUNCTION DRUG

L.A.M. technology has been successfully used to develop a topical gel
which, when applied to the genitals, provides a safe and effective treatment for
male impotency, a problem affecting 140 million men worldwide. The gel is
applied easily and without discomfort to the outside skin of the male genitals a
few minutes before sexual intercourse. The side-effects experienced with tablets
or intra-urethral treatments are minimized and are of a minor and infrequent
nature. L.A.M.'s IPM matrix utilizes an established agent which has been
approved for over 15 years. Pilot clinical trials conducted under the
compassionate provisions of the Canada Health Act are currently being conducted
in Toronto Canada.

L.A.M.'s gel offers several major advantages over current treatments,
(Viagra, Muse, etc.). Firstly, the gel is applied directly to the outside skin
of the male genitals. Thus pain associated with invasive therapy is eliminated.
Furthermore, side-effects associated with tablets (drug interactions) are
reduced to a very low incidence and are very mild when they infrequently occur.
Sexual activity can commence almost immediately after application of the gel
(within 2 to 3 minutes).

In December 1997, L.A.M. granted an exclusive worldwide license to Ixora
Bio-Medical Co. ("Ixora"), for the marketing, sale and distribution of certain
of its transdermal drugs for the treatment of male and female sexual
dysfunction. L.A.M. has received licensing payments of $200,000 from Ixora and
is to receive a further payment of $300,000 inQ1 2001. Ixora is required to
reimburse L.A.M. for all costs of clinical studies and related research required
by the FDA or other government agencies as well as patent procurement and
maintenance costs, provided however that after January 1, 2000 Ixora is not,
without its consent, obligated to reimburse L.A.M. for costs in excess of
$10,000 per quarter. L.A.M. will receive the following royalties on sales by
Ixora:

o 9% of all Net Sales of licensed products approved by the FDA and for
which the patent rights have not expired.

o 6.5% of all Net Sales of all licensed products which did not require
FDA approval and for which the patent rights have not expired.

o 4.5% of all Net Sales of all licensed products for which the patent
rights have expired or have been held to be invalid.

For purposes of the license agreement the term "Net Sales" means gross
sales less advertising/promotion expenses not exceeding 8% of gross sales and
sales taxes.

In January 1998 L.A.M. acquired a 45% interest in Ixora for $207,360. As a
result of subsequent sales by Ixora of its common stock to other persons,
L.A.M., as of December 31, 2000, owned 37% of Ixora's common stock.

Preliminary trials relating to L.A.M.'s sexual dysfunction drugs are
scheduled to be completed by March 30, 2001. Assuming these trials are
successful, L.A.M. plans to file the necessary applications with various
regulatory authorities to commence Phase II and Phase III trials for the purpose
of gaining marketing approval for these drugs. The trials should take
approximately 12-18 months on an accelerated basis.

SKIN CARE

L.A.M.'s IPM matrix spreads easily over large areas of skin, making it
ideal for use as a cosmetic in various applications to the skin. Cosmetics are a
multi-billion dollar a year industry that do not require approval before
marketing, although cosmetics must be safe, contain appropriate cosmetic
ingredients and be labeled properly. Various uses for L.A.M.'s product include
controlling body odors, relief of dryness, and for moisturization. For example,
the IPM matrix could be used as a lubricant, to replenish moisture and general
skin conditioning, particularly because it is non-staining and non-irritating.
When used with a fragrance, it could control odor. When combined with certain
over-the-counter (OTC) drugs, L.A.M.'s IPM-drug matrix could be marketed as a
cosmetic.

Certain products marketed in the United States are considered cosmetics
and OTC drugs because they make cosmetic claims as well as therapeutic claims
and are intended to treat or prevent disease. Examples of such products include,
but are not limited to, anti-dandruff shampoos; sunscreens; make-ups,
moisturizers and skin care products that bear sunscreen, skin protectant or acne
claims; products that make breath-freshening or whitening claims;
antiperspirants that bear deodorant claims; and anti-microbial soaps. These
products must comply with the FDA requirements for both cosmetics and OTC drugs.

As a cosmeceutical, a combination of an OTC drug and a cosmetic product,
the IPM matrix can be used for a variety of topical and other uses. These
include use with certain antibiotic first aid products, antifungal drugs,
dandruff, dermatitis and psoriasis control products, external analgesics, skin
protectant-type products, such as for poison ivy and fever blisters and cold
sores, first aid antiseptics, and anorectal products. Presently one cutaneous
surgeon and dermatologist is conducting preliminary IPM skin care trials on
approximately twenty patients in the Redding, California area. Since L.A.M. is
of the opinion that its skin care products will be classified as a cosmetic or
an OTC drug, these skin care trials are being conducted without FDA approval.

GOVERNMENT REGULATION

L.A.M.'s drug and cosmetic products are regulated in the United States
under the Federal Food, Drug and Cosmetic Act (FD&C Act), the Public Health
Service Act, and the laws of certain states. The FDA exercises significant
regulatory control over drugs manufactured and/or sold in the United States,
including those that are unapproved.

Federal laws such as the FD&C Act cover the testing, manufacture,
distribution, marketing, labeling, advertising (for prescription drugs), of all
new drugs. Drug registration and listing requirements also exist.

L.A.M. is of the opinion that the products being developed by L.A.M. will
be subject to one or more of the following FDA classifications:

Cosmetics

Cosmetics are generally the least regulated by the FDA compared to other
products subject to the FD&C Act. The legal distinction between cosmetics and
drugs is typically based on the intended use of the product, which is normally
discerned from its label or labeling. Cosmetic products are those intended for
"cleansing, beautifying, promoting attractiveness, or altering appearance"
whereas drugs are those intended for "diagnosis, cure, mitigation, treatment, or
prevention of disease", or that "affect the structure or any function of the
body".

A claim suggesting that a product affects the body in some "physiological"
way usually renders the product a drug - even if the effect is temporary. A
claim that the product penetrates and affects layers beneath the skin's surface
most likely would be viewed by the FDA as a drug claim. However, claims that a
product affects appearance through a "physical" effect are generally considered

cosmetic claims. The FDA's rationale for this distinction is that a claim of a
physiological effect is a claim that the product "affects" the structure or
function of the body, which is one element of the statutory definition of a
drug. A claim indicating that a product's effects are on the surface of the skin
can be a cosmetic claim.

Although cosmetics may be marketed without FDA approval, in order to be
marketed lawfully as a cosmetic, the product must be properly labeled and each
ingredient and each finished cosmetic product must be adequately substantiated
for safety prior to marketing.

Products which are not cosmetics, and which are marketed in the United
States, must either comply with specified OTC drug regulations (monographs) or
be specifically approved through the New Drug Application (NDA) or biologic
licensure process.

OTC Drugs

OTC drugs generally are defined as those drug products that can be used
safely and effectively by the general public without seeking treatment by a
physician or other health care professional. Thus, they do not require a
prescription by a health care professional and are available at retail
establishments. An OTC drug may be marketed without FDA approval if it conforms
to a particular product monograph as described below and otherwise meets the
requirements of the FD&C Act.

OTC monographs lists active ingredients, their dosage levels, and uses
(claims) for which OTC drug products are considered generally recognized as safe
and effective for specific use and are not misbranded. If a particular level of
an active ingredient and claim are allowed by a monograph, then a manufacturer
may market a product containing that ingredient and bearing that claim without
specific FDA approval - subject to compliance with other requirements of the
monographs and FD&C Act, including drug registration and listing obligations.
Aspirin is a common drug allowed by a monograph.

If a drug product does not conform to a particular OTC monograph, then
typically an New Drug Application must be reviewed and approved by the FDA prior
to marketing. Unlike prescription drugs, OTC drugs must bear adequate directions
for safe and effective use and warnings against misuse.

New Drug Applications and Biologic License Applications

New drugs and products that are not cosmetics or devices and that are not
covered by an OTC monograph must be approved by the FDA prior to marketing in
the United States. Pre-clinical testing programs on animals, followed by three
phases of clinical testing on humans, are typically required by the FDA in order
to establish product safety and efficacy. L.A.M. believes that its IPM
technology, when used with approved or unapproved prescription drugs or
biologics, will be regulated as an unapproved new drug or unapproved biologic
and will require approval by the FDA.

It is also possible that the IPM technology may be regulated as a
combination drug and medical device, in which case it would be subject both to
medical device and drug regulation.

Medical device regulation is based on classification of the device into
three classes, I, II, or III. Class III medical devices are regulated much like
drugs, whereas Class I and II devices are subject to abbreviated clearance
procedures. It is also possible that the use of the IPM technology with a
monographed OTC drug could render the product an unapproved new drug, which
would mean that the product is subject to new drug application approval
requirements before marketing.

The FDA may choose to regulate certain uses of the IPM technology as a
medical device if it determines that the mechanism by which the IPM technology
exerts its effects meets the definitional requirements of a medical device. A
medical device is a product that, among other requirements, does not achieve its
primary intended purposes through chemical action within or on the human body
and is not dependent upon being metabolized for the achievement of its primary
intended purposes. Although L.A.M. expects that most uses of the IPM technology
will be regulated as a drug, which is in essence a product that usually achieves
its effects by chemical action or physiological action in or on the body, to the
extent that the IPM technology is used to deliver pharmaceutically active
ingredients, it can be subject to both medical device and drug regulation.

The first stage of evaluation, pre-clinical testing, must be conducted in
animals. After safety has been demonstrated, the test results are submitted to
the FDA (or a state regulatory agency) along with a request for authorization to
conduct clinical testing, which includes the protocol that will be followed in
the initial human clinical evaluation. If the applicable regulatory authority
does not object to the proposed study, the investigator can proceed with Phase I
trials. Phase I trials consist of pharmacological studies on a relatively few
number of human subjects under rigidly controlled conditions in order to
establish lack of toxicity and a safe dosage range.

After Phase I testing is completed, one or more Phase II trials are
conducted in a limited number of patients to continue to test the product's
safety and also its efficacy, i.e. its ability to treat or prevent a specific
disease. If the results appear to warrant further studies, the data are
submitted to the applicable regulatory authority along with the protocol for a
Phase III trial. Phase III trials consist of extensive studies in large
populations designed to assess the safety of the product and the most desirable
dosage in the treatment or prevention of a specific disease. The results of the
clinical trials for a new drug are submitted to the FDA as part of a New Drug
Application ("NDA").

Biological drugs, such as vaccines, are subject to Biologics License
Applications (BLAs), not NDAs as are other drugs. They must be safe, pure and
potent. Generic competition does not exist for biologics, as it does for other
drugs. Biological drugs are generally subject to the same testing,
manufacturing, distribution, marketing, labeling, advertising and other
requirements for other drugs.

To the extent all or a portion of the manufacturing process for a product
is handled by an entity other than L.A.M., the manufacturing entity is subject
to inspections by the FDA and by

other Federal, state and local agencies and must comply with FDA Good
Manufacturing Practices ("GMP") requirements. In complying with GMP regulations,
manufacturers must continue to expend time, money and effort in the area of
production, quality control and quality assurance to ensure full compliance.

L.A.M. plans to undertake extensive and costly clinical testing to assess
the safety and efficacy of its potential drug delivery systems. Failure to
comply with FDA regulations applicable to such testing can result in delay,
suspension or cancellation of testing, and refusal by the FDA to accept the
results of the testing. In addition, the FDA may suspend clinical studies at any
time if it concludes that the subjects or patients participating in trials are
being exposed to unacceptable health risks. Further there can be no assurance
that human clinical testing will show any of L.A.M.'s drug delivery systems to
be safe and effective or that data derived from any testing will be suitable for
submission to the FDA.

The process required by European regulatory authorities before L.A.M.'s
systems can be marketed in Western Europe are similar to those in the United
States. First, appropriate pre-clinical laboratory and animal tests must be
done, followed by submission of a clinical trial exemption or similar
documentation before human clinical studies can be initiated. Upon completion of
adequate and well controlled clinical studies in humans that establish that the
drug is safe and efficacious, regulatory approval of a Market Authorization
Application must be obtained from the relevant regulatory authorities. As with
the FDA review process, there are numerous risks associated with the Market
Authorization Application review. Additional data may be requested by the
regulatory agency reviewing the Market Authorization Application to demonstrate
the contribution of a product component to the clinical safety and efficacy of a
product, or to confirm the comparable performance of materials produced by a
changed manufacturing process or at a changed manufacturing site.

The process of biologic and new drug development and regulatory approval
or licensure requires substantial resources and many years. There can be no
assurance that regulatory approval will ever be obtained for products developed
by L.A.M.. Authorization for testing, approval for marketing of drugs, including
biologics, by regulatory authorities of most foreign countries must also be
obtained prior to initiation of clinical studies and marketing in those
countries. The approval process varies from country to country and the time
period required in each foreign country to obtain approval may be longer or
shorter than that required for regulatory approval in the United States.

There are no assurances that clinical trials conducted in foreign
countries will be accepted by the FDA for approval in the United States. Product
approval or licensure in a foreign country does not mean that the product will
be approved or licensed by the FDA and there are no assurances that L.A.M. will
receive any approval or license by the FDA or any other governmental entity for
the marketing of a drug product. Likewise product approval by the FDA does not
mean that the product will be approved or licensed by any foreign country.

Product Status

All of L.A.M.'s products are in various stages of development and testing
and the commercial sale of any of these products may not occur until September
30, 2001 at the earliest. As a result, L.A.M. expects to incur substantial
losses for the foreseeable future. L.A.M.'s estimates of the costs associated
with future research and clinical studies may be substantially lower than the
actual costs of these activities. If L.A.M.'s cost estimates are incorrect,
L.A.M. will need additional funding for its research efforts. There can be no
assurance that L.A.M.'s products will prove to have any therapeutic or other
value.

The following is a summary of the status of the products which are being
developed by L.A.M.:

Projected Cost Projected Date
Anticipated FDA Needed to Complete of Completion
Product Name Classification Studies/Trials of Studies/Trials
- ------------ --------------- ------------------ -----------------

Arthritic Pain New Drug Application $1,500,000 (1)
Sexual DysfunctionNew Drug Application $1,500,000 January 2002 (2)
Skin CareCosmetic/OTC Drug $1,500,000 (1)

(1) L.A.M. plans to fund the majority of the costs of these studies by
licensing the rights to these products to a joint venture partner. As of
February 15, 2001, L.A.M. had not entered into any agreements with any
third party with respect to the further development of these products.
Clinical studies are expected to last 18 to 24 months.
(2) L.A.M. has licensed this product to Ixora Bio-Medical Co. See Page 8 of
this registration statement. Pursuant to the terms of the Licensing
Agreement Ixora is responsible for all the costs required to obtain
regulatory approval of this product. Clinical studies and related research
are expected to be completed by January 2002.

As of December 31, 2000 L.A.M. had not applied to the FDA to obtain
clearance to begin any clinical trials.

Research and Development

As part of its ongoing research and development program L.A.M. intends to
develop and commercialize as many products based on its IPM technology as
possible. L.A.M. is in the early stages of developing formulations involving
morphine, and other compounds. L.A.M.'s long-range goal is to exploit other uses
of the its matrix delivery system to improve the therapeutic effects of various
drugs.

During the years ended December 31, 1999 and 2000 L.A.M. spent $185,143
and $308,270 respectively on research and development. L.A.M.'s research and
development expenditures do not include research and development expenses
relating to L.A.M.'s Sexual Dysfunction Drug which were paid by Ixora Biomedical
Co.

Patents and Trademarks

As of January 31, 2001, L.A.M. owned eight U.S. patents, two U.S. patents
applications and twelve international patent applications designating over 100
foreign countries with claims relating to its sustained release delivery matrix
system, systems containing drug preparations, uses of the systems for various
treatment therapies and addiction therapeutic program.

L.A.M.'s patents will expire between 2015 and 2017.

Employees

As of January 31, 2001 L.A.M. had six full time employees and one part time
employee.

Offices and Facilities

L.A.M.'s executive offices are located at 800 Sheppard Avenue West,
Commercial Unit 1, North York, Ontario, Canada. L.A.M. leases this space at a
rate of $1,200 per month pursuant to the lease which expires in 2003.

L.A.M.'s research facilities are located at SFBC in Miami Florida.
L.A.M.'s laboratories are registered and licensed by the State of Florida and
are in compliance with the FDA's Good Manufacturing Practices. The state of the
art equipment in these facilities include: three Cafano mixing systems, a 20
foot commercial depyrogenating oven, sterilized fume hood autoclaves, and a
Milipure sterile manufacturing water system. In December 1999, L.A.M. leased
approximately 3,500 square feet of space in Lewiston, New York to be used
primarily for pilot production of products. L.A.M. leases this space at a rate
of $1,700 per month. The lease on this space expires in 2003.

Management

The directors and executive officers of L.A.M. are as follows:

Name Age Position

Alan Drizen 60 President and Director
Peter Rothbart, M.D. 61 Treasurer and Director
Gary M. Nath 54 Secretary and Director
Joseph Slechta 52 Executive Vice President and Chief
Operating Officer

Alan Drizen has been President and a director of L.A.M. since its
inception. He has spent 30 years in senior positions including Chairman of the
Board and a director of a number of pharmaceutical companies. He was educated in
England, the United States and Canada and trained as a biochemist. Mr. Drizen
has both technical and managerial expertise in the development and
commercialization of new drugs. In the late 1980's, Mr. Drizen and his team of
scientists characterized molecules known as mucopolysaccharides which led to the
founding of

Hyal Pharmaceutical Corporation, a public company listed on the Toronto Stock
Exchange and NASDAQ. The analytical standard, developed by his team, for one
particular molecule, sodium hyaluronate, now a component of many pharmaceutical
preparations, is still used by the Canada Health Protection Branch as the
official standard for this drug. Mr. Drizen's interest in polymer chemistry
eventually led to his collaboration with Dr. Peter Rothbart and to the
discoveries on which L.A.M.s technologies are based.

Peter Rothbart, M.D., Medical Director, has been a director and Treasurer
of L.A.M. since its inception. He has been a consulting anesthetist for over 20
years and is a leading pain specialist and principal of the Rothbart Pain
Management Clinic in Toronto, Canada. Dr. Rothbart is currently President of the
North American Cervicogenic Headache Society, an association of specialists in
the treatment of cervicogenic headaches. He was also recently elected Chair of
the Chronic Pain Section of the Ontario Medical Association. In collaboration
with Alan Drizen, Dr. Rothbart discovered the IPM delivery system. In addition
to his role as a director of L.A.M. and Medical Director, Dr. Rothbart is using
L.A.M.'s diclofenac matrix in his Toronto clinic on a compassionate basis.

Gary M. Nath, has been Secretary and a director of L.A.M. since its
inception. He has a BS degree in Biology and Chemistry, two years of
post-graduate work in Biochemistry and a law degree. Mr. Nath has worked in the
patent and trademark law departments of FMC Corporation, NL Industries, and
Warner Lambert Company in the capacities of patent attorney, group patent and
trademark counsel and general patent counsel, respectively. Mr. Nath is the
founding and managing partner of the intellectual property law firm Nath &
Associates located in Washington, DC. He counsels a wide range of domestic and
international clients across a broad range of technologies, including chemical,
pharmaceutical, biotechnical and mechanical fields. He has published extensively
and has spoken on intellectual property law procurement, enforcement and
transfer before numerous professional and lay groups in the United States and
Japan. He is a member of the American Bar Association, the New Jersey Bar
Association, the American Intellectual Property Law Association, the
International Patent Association, the Association of University Technology
Managers, and is admitted to practice before the U.S. Patent and Trademark
Office, Canadian Patent Office and numerous courts around the United States.

Joseph Slechta has been an officer of L.A.M. since November 2000. Mr.
Slechta was a consultant to L.A.M. between November 1998 and November 2000. Mr.
Slechta was Managing Director of SBI Strategic Business International Inc.
between 1994 and 2000 where he assisted corporate clients in financing,
reorganization, expansion and improving operations. From 1987 to 1992, Mr.
Slechta held executive management positions with three Canadian corporations.
His corporate assignments included the management and financing of a
high-technology company, the reorganization and sale of a helicopter company and
financial consulting services to a major Canadian life insurance company. From
1979 to 1986 Mr. Slechta managed the treasury operations of Continental Bank.

Executive Compensation.

The following table sets forth in summary form the compensation earned
or received by (i) the Chief Executive Officer of L.A.M. and (ii) by each other
executive officer of L.A.M. who earned or received in excess of $100,000 during
the fiscal years ended December 31, 1998, 1999 and 2000.

Annual Compensation Long Term Compensation
------------------- ----------------------

All
Re- Other
Other stric- Com-
Name and Compen- Stock Options pensa-
Principal Fiscal Salary Bonus sation Awards Granted tion
Position Year (1) (2) (3) (4) (5) (6)

Alan Drizen
President and 2000 $120,000
Chief Executive 1999 $110,000 -- -- -- -- --
Officer 1998 $120,000 -- -- -- -- --

(1) The dollar value of base salary (cash and non-cash) received or earned.
(2) The dollar value of bonus (cash and non-cash) received.
(3) Any other annual compensation not properly categorized as salary or bonus,
including perquisites and other personal benefits, securities or property.
(4) During the period covered by the foregoing table, the shares of restricted
stock issued as compensation for services. The table below shows the number
of shares of L.A.M.'s common stock owned by the officer listed above, and
the value of such shares as of December 31, 2000.

Name Shares Value

Alan Drizen 2,369,924 $7,583,700

(5) The shares of Common Stock to be received upon the exercise of all stock
options granted during the period covered by the table

(6) All other compensation received that L.A.M. could not properly report in
any other column of the table.

The following shows the amounts which L.A.M. expects to pay to its officers
during the twelve month period ending December 31, 2001, and the time which
L.A.M.'s executive officers plan to devote to L.A.M.'s business. L.A.M. does not
have employment agreements with any of its officers.

Proposed Time to be Devoted
Name Compensation To Company's Business

Alan Drizen $120,000 100%
Petar Rothbart -- 5%
Gary M. Nath -- 15%
Joseph Slechta $110,000 100%

(1) The compensation to be paid to these persons will depend upon funding
L.A.M. receives separate and apart from this offering.

Gary Nath provides legal services to L.A.M.. See "Certain Relationships and
Transactions" below. During the year ending December 31, 2000 L.A.M. expects
that it will continue to use the services of Mr. Nath's law firm.

L.A.M.'s Board of Directors may increase the compensation paid to L.A.M.'s
officers depending upon the results of L.A.M.'s future operations.

L.A.M. granted Mr. Slechta options to purchase 225,000 shares of common
stock at prices ranging between $3.50 to $4.00 per share. The options expire
between October and November 2003.

Certain Relationships and Transactions.

In September 1998 L.A.M. sold shares of its common stock to the persons, in
the amounts, and for the consideration set forth below:

Number
Name of Shares Consideration

Alan Drizen 1,076,308 (1) $10,763
Petar Rothbart 1,076,308 (2) $10,763
Gary M. Nath 742,784 $7,423

In September 1998 L.A.M. issued 6,000,000 shares of its common stock in
consideration for all of issued and outstanding shares of LAM Pharmaceuticals
LLC, a Florida limited liability company. See "Business" for further information
concerning the acquisition of LAM Pharmaceuticals LLC. The following officers,
directors and other persons received shares of L.A.M.'s common stock in
connection with this transaction.

Name Shares Acquired

Alan Drizen 1,603,616 (1)
Petar Rothbart 1,603,616 (2)
Gary M. Nath 1,105,942
Lisa Krinsky 674,510 (3)

Arnold Hantman 376,019
All Other Sellers as a Group 636,297
----------
6,000,000

(1) Includes shares held by the Canyon Trust, a discretionary trust, of which
Mr. Drizen may be deemed the beneficial owner.
(2) Includes shares held by the Shirlaine Establishment Trust, of which Mr.
Rothbart may be deemed the beneficial owner.
(3) Includes shares held by the South Florida Bioavailability Clinic of which
Lisa Krinsky is the majority shareholder.

Subsequent to September 1998 Mr. Drizen, Mr. Rothbart and Mr. Nath sold a
portion of their shares in transactions which were exempt pursuant to Rule 144
of the Securities and Exchange Commission, and gifted a portion of their shares
to relatives.

L.A.M. has received advances from Alan Drizen ($525,000), Peter Rothbart
($170,000) and Gary Nath ($475,000) that were used to fund L.A.M.'s operations,
research and development and clinical trials. These advances will be repaid,
without interest, out of 25% of any net income generated by L.A.M.. Net income
will be determined under generally accepted accounting principles and on a
quarterly, after tax basis.

During 1998, 1999 and 2000 L.A.M. paid Gary Nath, an officer and director
of L.A.M., $10,721, $63,210, and $71,100 respectively for legal services
provided to L.A.M. As of December 31, 2000 L.A.M. owed Mr. Nath approximately
$324,000 for legal services.

Long Term Incentive Plans - Awards in Last Fiscal Year

None.

Employee Pension, Profit Sharing or Other Retirement Plans

L.A.M. does not have a defined benefit, pension plan, profit sharing or
other retirement plan, although L.A.M. may adopt one or more of such plans in
the future.

Compensation of Directors

Standard Arrangements. At present L.A.M. does not pay its directors for
attending meetings of the Board of Directors, although L.A.M. may adopt a
director compensation policy in the future. L.A.M. has no standard arrangement
pursuant to which directors of L.A.M. are compensated for any services provided
as a director or for committee participation or special assignments.

Other Arrangements. During the year ended December 31, 2000, and except as
disclosed elsewhere in this prospectus, no director of L.A.M. received any form
of compensation from L.A.M.

Stock Option and Bonus Plans

L.A.M. has an Incentive Stock Option Plan, a Non-Qualified Stock Option
Plan and a Stock Bonus Plan. A summary description of each Plan follows. In some
cases these three Plans are collectively referred to as the "Plans".

Incentive Stock Option Plan. The Incentive Stock Option Plan authorizes the
issuance of options to purchase up to 600,000 shares of L.A.M.'s common stock,
less the number of shares already optioned under both this Plan and the
Non-Qualified Stock Option Plan. Only officers, directors and key employees of
L.A.M. may be granted options pursuant to the Incentive Stock Option Plan.

In order to qualify for incentive stock option treatment under the
Internal Revenue Code, the following requirements must be complied with:

1. Options granted pursuant to the Plan must be exercised no later than:

(a) The expiration of thirty (30) days after the date on which an option
holder's employment by L.A.M. is terminated.

(b) The expiration of one year after the date on which an option holder's
employment by L.A.M. is terminated, if such termination is due to the
Employee's disability or death.

2. In the event of an option holder's death while in the employ of L.A.M.,
his legatees or distributees may exercise (prior to the option's expiration) the
option as to any of the shares not previously exercised.

3. The total fair market value of the shares of common stock (determined
at the time of the grant of the option) for which any employee may be granted
options which are first exercisable in any calendar year may not exceed
$100,000.

4. Options may not be exercised until one year following the date of grant.
Options granted to an employee then owning more than 10% of the common stock of
L.A.M. may not be exercisable by its terms after five years from the date of
grant.

5. The purchase price per share of common stock purchasable under an
option is determined by the Committee but cannot be less than the fair market
value of the common stock on the date of the grant of the option (or 110% of the
fair market value in the case of a person owning L.A.M.'s stock which represents
more than 10% of the total combined voting power of all classes of stock).

Non-Qualified Stock Option Plan. The Non-Qualified Stock Option Plan
authorizes the issuance of options to purchase up to 600,000 shares of L.A.M.'s
common stock. L.A.M.'s employees, directors, officers, consultants and advisors
are eligible to be granted options pursuant

to the Plan, provided however that bona fide services must be rendered by such
consultants or advisors and such services must not be in connection with the
offer or sale of securities in a capital-raising transaction. The option
exercise price is determined by the Committee but cannot be less than the market
price of L.A.M.'s common stock on the date the option is granted.

Options granted pursuant to the Plan not previously exercised terminate
upon the date specified when the option was granted.

Stock Bonus Plan. Up to 300,000 shares of common stock may be granted
under the Stock Bonus Plan. Such shares may consist, in whole or in part, of
authorized but unissued shares, or treasury shares. Under the Stock Bonus Plan,
L.A.M.'s employees, directors, officers, consultants and advisors are eligible
to receive a grant of L.A.M.'s shares; provided, however, that bona fide
services must be rendered by consultants or advisors and such services must not
be in connection with the offer or sale of securities in a capital-raising
transaction.

Other Information Regarding the Plans. The Plans are administered by
L.A.M.'s Board of Directors. The Board of Directors has the authority to
interpret the provisions of the Plans and supervise the administration of the
Plans. In addition, the Board of Directors is empowered to select those persons
to whom shares or options are to be granted, to determine the number of shares
subject to each grant of a stock bonus or an option and to determine when, and
upon what conditions, shares or options granted under the Plans will vest or
otherwise be subject to forfeiture and cancellation.

In the discretion of the Board of Directors, any option granted pursuant
to the Plans may include installment exercise terms such that the option becomes
fully exercisable in a series of cumulating portions. The Board of Directors may
also accelerate the date upon which any option (or any part of any options) is
first exercisable. Any shares issued pursuant to the Stock Bonus Plan and any
options granted pursuant to the Incentive Stock Option Plan or the Non-Qualified
Stock Option Plan will be forfeited if the "vesting" schedule established by the
Board of Directors at the time of the grant is not met. For this purpose,
vesting means the period during which the employee must remain an employee of
L.A.M. or the period of time a non-employee must provide services to L.A.M.. At
the time an employee ceases working for L.A.M. (or at the time a non-employee
ceases to perform services for L.A.M.), any shares or options not fully vested
will be forfeited and cancelled. In the discretion of the Board of Directors
payment for the shares of common stock underlying options may be paid through
the delivery of shares of L.A.M.'s common stock having an aggregate fair market
value equal to the option price, provided such shares have been owned by the
option holder for at least one year prior to such exercise. A combination of
cash and shares of common stock may also be permitted at the discretion of the
Board of Directors.

Options are generally non-transferable except upon death of the option
holder. Shares issued pursuant to the Stock Bonus Plan will generally not be
transferable until the person receiving the shares satisfies the vesting
requirements imposed by the Board of Directors when the shares were issued.

The Board of Directors of L.A.M. may at any time, and from time to time,
amend, terminate, or suspend one or more of the Plans in any manner it deems
appropriate, provided that such amendment, termination or suspension cannot
adversely affect rights or obligations with respect to shares or options
previously granted. The Board of Directors may not, without shareholder
approval: make any amendment which would materially modify the eligibility
requirements for the Plans; increase or decrease the total number of shares of
common stock which may be issued pursuant to the Plans except in the case of a
reclassification of L.A.M.'s capital stock or a consolidation or merger of
L.A.M.; reduce the minimum option price per share; extend the period for
granting options; or materially increase in any other way the benefits accruing
to employees who are eligible to participate in the Plans.

The Plans are not qualified under Section 401(a) of the Internal Revenue
Code, nor are they subject to any provisions of the Employee Retirement Income
Security Act of 1974.

Summary. The following sets forth certain information as of January 31,
2001, concerning the stock options and stock bonuses granted by L.A.M.. Each
option represents the right to purchase one share of L.A.M.'s common stock.

Total Shares Remaining
Shares Reserved for Shares Options/
Reserved Outstanding Issued As Shares
Name of Plan Under Plan Options Stock Bonus Under Plan
- ------------ ---------- ------------ ----------- ----------

Incentive Stock Option Plan 600,000 -- N/A 600,000
Non-Qualified Stock Option
Plan 600,000 -- N/A 600,000
Stock Bonus Plan 300,000 N/A -- 300,000

Other Options

Between September 1998 and November 30, 2000 L.A.M. granted options to
employees, consultants and third parties which collectively allow for the
purchase of 2,604,000 shares of L.A.M.'s common stock. The options are
exercisable at prices ranging between $0.65 and $4.50 per share and expire at
various dates between September 2000 and June 2005. Officers of L.A.M. hold the
options shown below:

Shares Issuable
Upon Exercisable Exercise Expiration
Name of Option Price Date
---- --------------- -------- ----------

Joseph Slechta 150,000 $4.00 October 2003
Joseph Slechta 75,000 $3.50 November 2003

PRINCIPAL SHAREHOLDERS

The following table sets forth certain information as of January 31, 2001
concerning the common stock owned by each officer and director of L.A.M., and
each other person known to L.A.M. to be the beneficial owner of more than five
percent (5%) of L.A.M.'s common stock.

Amount and Nature of
Beneficial Ownership Percentage
Name Number of Shares (1) Ownership

Alan Drizen 2,369,924 (2) 16.8%
1201-100 Canyon Avenue
Toronto, Ontario, Canada M3H 5T9

Peter Rothbart 2,579,924 (3) 18.3%
274 St. Clements Avenue.
Toronto, Ontario, Canada M4R 1H5

Gary Nath 1,836,726 13.0%
6106 Goldtree Way,
Bethesda, Maryland 20817

Joseph Slechta 25,000 0.2%
108 Finch Ave. W. Suite A26
Toronto, Ontario
Canada M2M 6W6

Lisa Krinsky 1,127,240 (4) 8.0%
11190 Biscayne Blvd.
Miami, Florida 33181

(All Officers and Directors as
a group, 4 persons) 6,811,574 48.4%

(1) Excludes shares issuable prior to April 30, 2001 upon the exercises of
options granted to the following persons:

Shares Issuable
Upon Exercise Option Expiration
Name of Option Exercise Price Date of Option

Joseph Slechta 150,000 $4.00 October 2003
Joseph Slechta 75,000 $3.50 November 2003

(2) Includes shares held by the Canyon Trust, a discretionary trust, of which
Mr. Drizen may be deemed the beneficial owner.
(3) Includes shares held by the Shirlaine Establishment Trust, of which Mr.
Rothbart may be deemed the beneficial owner.
(4) Includes shares held by the South Florida Bioavailability Clinic of which
Lisa Krinsky is the majority shareholder.

EQUITY LINE OF CREDIT AGREEMENT

Overview

On January 24, 2001, L.A.M. entered into an equity line of credit
agreement with Hockbury Limited in order to establish a possible source of
funding for the development of L.A.M.'s technology. The equity line of credit
agreement establishes what is sometimes also referred to as an equity drawdown
facility.

Under the equity line of credit agreement, Hockbury Limited has agreed to
provide L.A.M. with up to $20,000,000 of funding during the twenty-month period
following the date of this prospectus. During this twenty-month period, L.A.M.
may request a drawdown under the equity line of credit by selling shares of its
common stock to Hockbury Limited, and Hockbury Limited will be obligated to
purchase the shares. L.A.M. may request a drawdown once every 27 trading days,
although L.A.M. is under no obligation to request any drawdowns under the equity
line of credit.

During the 22 trading days following a drawdown request, L.A.M. will
calculate the amount of shares it will sell to Hockbury Limited and the purchase
price per share. The purchase price per share of common stock will based on the
daily volume weighted average price of L.A.M.'s common stock during each of the
22 trading days immediately following the drawdown date, less a discount of 10%.
L.A.M. will receive the purchase price less a placement fee payable to GKN
Securities equal to 7% of the aggregate purchase price. Hockbury Limited may
then resell all or a portion of these shares using this prospectus. GKN
Securities is the placement agent which introduced Hockbury Limited to L.A.M.
and is a registered broker-dealer.

L.A.M. may request a drawdown by faxing a drawdown notice to Hockbury
Limited, stating the amount of the drawdown and the lowest daily volume weighted
average price, if any, at which L.A.M. is willing to sell the shares. The
minimum volume weighted average price will be set by L.A.M.'s President in his
sole and absolute discretion.

Calculation of Drawdown Amount, Purchase Price and Number of Shares Sold

The minimum amount L.A.M. can draw down at any one time is $100,000. The
maximum amount L.A.M. can draw down at any one time is the lesser of $1,000,000
or the amount equal to:

o 4.5% of the weighted average price of L.A.M.'s common stock for the sixty
calendar day period prior to the date of the drawdown request
o multiplied by the total trading volume of L.A.M.'s common stock for the
sixty calendar day period prior to the date of the drawdown request.

On the day following the delivery of the drawdown notice, a valuation
period of 22 trading days will start:

o On each trading day during the valuation period where the daily volume
weighted average price of L.A.M.'s common stock on the OTC Bulletin
Board exceeds the minimum price, if any, specified by L.A.M. in the
drawdown notice, the purchase price will equal 90% of the volume
weighted average price on that day.

o On each of the 22 trading days during the valuation period, the number
of shares to be sold to Hockbury Limited will be determined by dividing
1/22 of the drawdown amount by the purchase price on each trading day.

o If the volume weighted average price for L.A.M.'s common stock on any
trading day during the 22 trading day calculation period is below the
minimum price, then Hockbury Limited will not purchase any shares on
that day, and the drawdown amount will be reduced by 1/22.

Using the formula described above, if L.A.M. had requested a drawdown on
January 1, 2001, the maximum amount L.A.M. could draw down during the subsequent
22 trading days would have been $113,060. Based upon the volume weighted average
of L.A.M.'s common stock during these 22 trading days, L.A.M. would have sold
29,540 shares of its common stock to Hockbury Limited and would have received
proceeds from the sale of these shares equal to $105,146, which amount is net of
the placement agent fee payable to GKN Securities.

If L.A.M. sets a minimum price which is too high and L.A.M.'s stock price
does not consistently meet that level during the 22 trading days after its
drawdown request, the amount L.A.M. can draw and the number of shares L.A.M.
will sell to Hockbury Limited will be reduced. On the other hand, if L.A.M. sets
a minimum price which is too low and its stock price falls significantly but
stays above the minimum price, L.A.M. will have to issue a greater number of
shares to Hockbury Limited based on the reduced market price.

Payment for Shares Issued

The shares purchased on the first 11 trading days will be issued and paid
for on the 13th trading day following the drawdown request. The shares purchased
on the 12th through the 22nd

trading days will be issued and paid for on the 24th trading day following the
drawdown request. L.A.M. will receive the purchase price less a placement agent
fee payable to GKN Securities equal to 7% of the aggregate purchase price for
each sale.

Grant of Warrants

Upon closing of the equity line of credit Agreement, L.A.M. paid $25,000 to
Hockbury Limited's legal counsel, Epstein Becker & Green P.C., to cover its
legal and administrative expenses.

As consideration for extending the equity line of credit, L.A.M. granted
Hockbury Limited warrants to purchase 482,893 shares of common stock at a price
of $4.56 per share at any time prior to January 24, 2004. As partial
consideration for GKN Securities' services as placement agent in connection with
this offering, L.A.M. granted GKN Securities warrants to purchase 455,580 shares
of common stock at a price of $4.83 per share at any time prior to January 24,
2006. Warrants to purchase 209,500 shares were subsequently assigned to four
employees of GKN Securities. Neither Hockbury Limited, GKN Securities not the
four other warrant holders are obligated to exercise any warrants.

L.A.M. believes that the fair value of these warrants using customary
pricing models is approximately $1,100,000. The fair value of these warrants
will be reflected in L.A.M.'s financial statements and recorded as an expense
during the quarter ended March 30, 2001.

Restrictions on Future Financings

The equity line of credit agreement limits L.A.M.'s ability to raise
capital by selling securities to third parties at a discount to the market price
of L.A.M.'s common stock during the term of the equity line of credit agreement.
L.A.M. may, however, sell securities at a discount in the following situations:

o under any presently existing or future employee benefit plan, which plan
has been or may be approved by L.A.M.'s stockholders;

o under any compensatory plan for a full-time employee or key consultant;

o in an underwritten registered public offering;

o in connection with a strategic partnership or other business transaction,
the principal purpose of which is not to raise money;

o in connection with a private placement of securities if the purchasers do
not have registration rights;

o a transaction to which Hockbury Limited gives its written approval.

Termination of the Equity Line of Credit Agreement

The Equity Line of Credit Agreement will terminated if:

o any event, which has not been corrected within 60 days, has taken place
which has any material adverse effect on the business or financial
condition of L.A.M. or which prohibits or interferes with the ability of
L.A.M. to perform any of its material obligations under the equity line of
credit agreement,
o L.A.M.'s common stock is de-listed from the OTC Bulletin Board unless the
de-listing is in connection with L.A.M.'s subsequent listing of its common
stock on the NASDAQ National market, the NASDAQ SmallCap Market, the
American Stock exchange or the New York Stock Exchange, or
o L.A.M. files for protection from its creditors under the Federal Bankruptcy
laws.

L.A.M. may terminate the equity line of credit if Hockbury Limited fails to
honor more than one drawdown notice.

Indemnification

Hockbury Limited, GKN Securities, and the four employees of GKN Securities
are entitled to customary indemnification from L.A.M. for any losses or
liabilities they suffer based upon material misstatements or omissions from the
registration statement and this prospectus, except as they relate to information
Hockbury Limited, GKN Securities, and the four employees of GKN Securities
supplied to L.A.M. for inclusion in the registration statement and prospectus.

SELLING SHAREHOLDERS

This prospectus relates to sales of L.A.M.'s common stock by Hockbury
Limited, GKN Securitities and four other warrant holders. Hockbury Limited will
receive shares of L.A.M.'s common stock under an equity line of credit agreement
and up to 482,893 shares of common stock upon the exercise of warrants. GKN
Securities and the four other warrant holders will receive up to 455,580 shares
of L.A.M.'s common stock upon the exercise of warrants granted as a placement
fee. Hockbury Limited, GKN Securities and the four other warrant holders are
sometimes referred to in this prospectus as the selling shareholders.

L.A.M. will not receive any proceeds from the sale of the shares by the
selling shareholders. The selling shareholders may resell the shares they
acquire by means of this prospectus from time to time in the public market. The
costs of registering the shares offered by the selling shareholders are being
paid by L.A.M.. The selling shareholders will pay all other costs of the sale of
the shares offered by them.

The following table shows the shares which are being offered for sale by the
selling shareholders.

Shares
Shares Issuable Upon Shares to Be Share
Presently the Exercise Sold in this Ownership
Name Owned of Warrants Offering After Offering

Hockbury Limited -- 482,893 482,893 --
GKN Securities Corp. -- 246,080 246,080 --
Brandon Ross -- 159,000 159,000 --
Jorge Tabuas -- 7,500 7,500 --
Lisa McInnes -- 35,500 35,500 --
Chris Toepke -- 7,500 7,500 --

Manner of Sale.

The shares of common stock owned, or which may be acquired, by the selling
shareholders may be offered and sold by means of this prospectus from time to
time as market conditions permit in the over-the-counter market, or otherwise,
at prices and terms then prevailing or at prices related to the then-current
market price, or in negotiated transactions. These shares may be sold by one or
more of the following methods, without limitation:

o a block trade in which a broker or dealer so engaged will attempt to sell
the shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
o purchases by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this prospectus;
o ordinary brokerage transactions and transactions in which the broker
solicits purchasers; and
o face-to-face transactions between sellers and purchasers without a
broker/dealer.

In effecting sales, brokers or dealers engaged by the selling shareholders
may arrange for other brokers or dealers to participate. Such brokers or dealers
may receive commissions or discounts from selling shareholders in amounts to be
negotiated.

The selling shareholders and any broker/dealers who act in connection with
the sale of the shares hereunder may be deemed to be "underwriters" within the
meaning of ss.2(11) of the Securities Acts of 1933, and any commissions received
by them and profit on any resale of the shares as principal might be deemed to
be underwriting discounts and commissions under the Securities Act. L.A.M. has
agreed to indemnify the selling shareholders and any securities broker/dealers
who may be deemed to be underwriters against certain liabilities, including
liabilities under the Securities Act as underwriters or otherwise.

L.A.M. has advised the selling shareholders that they and any securities
broker/dealers or others who may be deemed to be statutory underwriters will be
subject to the prospectus delivery requirements under the Securities Act of
1933. L.A.M. has also advised each selling shareholder that in the event of a
"distribution" of the shares owned by the selling shareholder, such selling

shareholder, any "affiliated purchasers", and any broker/dealer or other person
who participates in such distribution may be subject to Rule 102 under the
Securities Exchange Act of 1934 ("1934 Act") until their participation in that
distribution is completed. Rule 102 makes it unlawful for any person who is
participating in a distribution to bid for or purchase stock of the same class
as is the subject of the distribution. A "distribution" is defined in Rule 102
as an offering of securities "that is distinguished from ordinary trading
transactions by the magnitude of the offering and the presence of special
selling efforts and selling methods". L.A.M. has also advised the selling
shareholders that Rule 101 under the 1934 Act prohibits any "stabilizing bid" or
"stabilizing purchase" for the purpose of pegging, fixing or stabilizing the
price of the common stock in connection with this offering.

Grant of Registration Rights

We granted registration rights to the selling shareholders to enable them
to sell the common stock they may acquire under the equity line of credit
agreement or upon the exercise of warrants. Notwithstanding these registration
rights, L.A.M. has no obligation:

o to assist or cooperate with the selling shareholders in the offering or
disposition of their shares;

o to obtain a commitment from an underwriter relative to the sale of any the
shares; or

o to include the shares within any underwritten offering.

The registration rights agreement with Hockbury Limited permits L.A.M. to
restrict the resale of the shares Hockbury Limited has purchased under the
equity line of credit agreement for a period of time sufficient to permit L.A.M.
to amend or supplement this prospectus to include material information. If
L.A.M. restricts the ability Hockbury Limited to resell shares at any time
during the 32 trading days following the delivery of a drawdown notice, and
L.A.M.'s stock price declines during the restriction period, then, in order to
compensate Hockbury Limited for its inability to sell shares during the
restriction period, L.A.M. will be required to pay Hockbury Limited an amount
determined by multiplying:

o the number of shares Hockbury Limited is committed to purchase during the
22 trading days following the delivery of the drawdown notice, and

o the difference between the highest daily weighted average price of L.A.M.'s
common stock during the restriction period and the weighted average price
of L.A.M.'s common stock on the day after the restriction period ends.

DESCRIPTION OF SECURITIES
Common Stock

L.A.M. is authorized to issue 50,000,000 shares of common stock. As of
January 31, 2001 L.A.M. had 14,081,930 outstanding shares of common stock.
Holders of common stock are each entitled to cast one vote for each share held
of record on all matters presented to shareholders.

Cumulative voting is not allowed; hence, the holders of a majority of the
outstanding common stock can elect all directors.

Holders of common stock are entitled to receive such dividends as may be
declared by the Board of Directors out of funds legally available therefore and,
in the event of liquidation, to share pro rata in any distribution of L.A.M.'s
assets after payment of liabilities. The Board of Directors is not obligated to
declare a dividend and it is not anticipated that dividends will be paid until
L.A.M. is in profit.

Holders of common stock do not have preemptive rights to subscribe to
additional shares if issued by L.A.M.. There are no conversion, redemption,
sinking fund or similar provisions regarding the common stock.

Preferred Stock

L.A.M. is authorized to issue up to 5,000,000 shares of preferred stock.
L.A.M.'s Articles of Incorporation provide that the Board of Directors has the
authority to divide the preferred stock into series and, within the limitations
provided by Delaware statute, to fix by resolution the voting power,
designations, preferences, and relative participation, special rights, and the
qualifications, limitations or restrictions of the shares of any series so
established. As the Board of Directors has authority to establish the terms of,
and to issue, the preferred stock without shareholder approval, the preferred
stock could be issued to defend against any attempted takeover of L.A.M..

Transfer Agent

Corporate Stock Transfer, Inc.
3200 Cherry Creek Drive South, Suite 430
Denver CO, 80209
Telephone Number (303)-282-4800
Facsimile Number (303)-777-3094

LEGAL PROCEEDINGS

L.A.M. is not involved in any pending or threatened legal proceeding.

EXPERTS

The financial statements included in this prospectus for the years ended
December 31, 2000 and 1999 have been so incorporated in reliance on the report
of Rotenberg & Company, LLP, independent accountants, given on authority of said
firm as experts in auditing and accounting.

Effective November 8, 1999 L.A.M. retained Rotenberg & Company, LLP to act
as L.A.M.'s independent certified public accountants. In this regard Rotenberg &
Company replaced Ernst & Young, LLP ("Ernst & Young") which audited L.A.M.'s
financial statements

for the fiscal year ended December 31, 1997. L.A.M. replaced Ernst & Young since
L.A.M.'s accounting functions were transferred from Florida to Ontario, Canada.
The report of Ernst & Young for this fiscal year did not contain an adverse
opinion, or disclaimer of opinion and was not qualified or modified as to audit
scope or accounting principles. However, the report of Ernst & Young for this
fiscal year was qualified with respect to uncertainty as to L.A.M.'s ability to
continue as a going concern. During L.A.M.'s two most recent fiscal years and
subsequent interim period ending November 8, 1999, there were no disagreements
with Ernst & Young on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedures, which
disagreements, if not resolved to the satisfaction of Ernst & Young would have
caused it to make reference to such disagreements in its reports.

L.A.M. has authorized Ernst & Young to discuss any matter relating to
L.A.M. and its operations with Rotenberg & Company.

The change in L.A.M.'s auditors was recommended and approved by the board
of directors of L.A.M. L.A.M. does not have an audit committee.

During the two most recent fiscal years L.A.M. did not consult with
Rotenberg & Company regarding the application of accounting principles to a
specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on L.A.M.'s financial statements, or any matter
that was the subject of a disagreement or a reportable event as defined in the
regulations of the Securities and Exchange Commission.

INDEMNIFICATION

L.A.M.'s Bylaws authorize indemnification of a director, officer, employee
or agent of L.A.M. against expenses incurred by him in connection with any
action, suit, or proceeding to which he is named a party by reason of his having
acted or served in such capacity, except for liabilities arising from his own
misconduct or negligence in performance of his duty. In addition, even a
director, officer, employee, or agent of L.A.M. who was found liable for
misconduct or negligence in the performance of his duty may obtain such
indemnification if, in view of all the circumstances in the case, a court of
competent jurisdiction determines such person is fairly and reasonably entitled
to indemnification. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, or persons
controlling L.A.M. pursuant to the foregoing provisions, L.A.M. has been
informed that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.

AVAILABLE INFORMATION

L.A.M. is subject to the informational requirements of the Securities
Exchange Act of l934 and in accordance therewith is required to file reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Copies of any such reports, proxy statements and
other information filed by L.A.M. can be inspected and copied at the public
reference facility maintained by the Securities and Exchange Commission at Room
1024, 450

Fifth Street, N.W., Washington, D.C. and at the Securities and Exchange
Commission's Regional offices in New York (7 World Trade Center, Suite 1300, New
York, New York 10048) and Chicago (Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511). Copies of such material can
be obtained from the Public Reference Section of the Securities and Exchange
Commission at its office in Washington, D.C. 20549 at prescribed rates. Certain
information concerning e-Video is also available at the Internet Web Site
maintained by the Securities and Exchange Commission at www.sec.gov. L.A.M. has
filed with the Securities and Exchange Commission a Registration Statement on
Form SB-2 (together with all amendments and exhibits) under the Securities Act
of 1933, as amended (the "Act"), with respect to the Securities offered by this
prospectus. This prospectus does not contain all of the information set forth in
the Registration Statement, certain parts of which are omitted in accordance
with the rules and regulations of the Securities and Exchange Commission. For
further information, reference is made to the Registration Statement.

L.A.M. PHARMACEUTICAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Miami, Florida

TABLE OF CONTENTS
- ------------------------------------------------------------------------------

Independent Auditors' Report F-2

Balance Sheets at December 31, 2000 and 1999 F-3

Statements of Changes in Stockholders' Deficit
for the Years Ended December 31, 2000, 1999
and 1998 and for the Period From the Date
of Inception (February 1, 1994) Through
December 31, 2000 F-4 to F-6

Statements of Operations for the Years Ended
December 31, 2000, 1999 and 1998 and for the
Period From the Date of Inception (February 1, 1994)
Through December 31, 2000 F-7

Statements of Cash Flows for the Years Ended
December 31, 2000, 1999 and 1998 and for
the Period From the Date of Inception (February 1, 1994)
Through December 31, 2000 F8 to F-9

Notes to Financial Statements F-10 to F-19

INDEPENDENT AUDITORS' REPORT

To the Board of Directors
and Shareholders
L.A.M. Pharmaceutical, Corp.
Miami, Florida

We have audited the accompanying balance sheets of L.A.M. Pharmaceutical,
Corp. (A Development Stage Company) as of December 31, 2000 and 1999, and the
related statements of changes in stockholders' deficit, operations and cash
flows for each of the three years in the period ended December 31, 2000 and for
the period from the date of inception (February 1, 1994) through December 31,
2000. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of L.A.M. Pharmaceutical, Corp.
as of December 31, 2000 and 1999 and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 2000 and for
the period of inception (February 1, 1994) through December 31, 2000, in
conformity with generally accepted accounting principles.

/s/ Rotenberg & Company, LLP

Rotenberg & Company, LLP
Rochester, New York
February 9, 2001

L.A.M. PHARMACEUTICAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Miami, Florida

BALANCE SHEETS
- --------------------------------------------------------------------------------
December 31, December
31,
2000 1999
- --------------------------------------------------------------------------------
ASSETS
Current Assets
Cash and Cash Equivalents $1,545,692 $558,710
Cash Held by Broker - Debentures 357,250 465,000
Note Receivable - Debentures -- 50,000
Accounts Receivable 75,000 75,000
Inventory - Raw Materials 121,125 --
Prepaid Expenses 2,639 --
- --------------------------------------------------------------------------------
Total Current Assets 2,101,706 1,148,710

Property and Equipment - Net of Accumulated
Depreciation 19,601 4,922

Other Assets
Patents and Trademarks - Net of Accumulated
Amortization 336,196 232,417
- --------------------------------------------------------------------------------
Total Assets $2,457,503 1,386,049
- --------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts Payable and Accrued Expenses $ 326,762 $ 111,627
Convertible Debentures
1,658,250 1,252,000
- --------------------------------------------------------------------------------
Total Current Liabilities 1,985,012 1,363,627

Non-Current Liabilities
Due to Stockholders 1,266,837 1,390,837
Deferred Royalty Revenue
207,360 207,360
- --------------------------------------------------------------------------------
Total Liabilities
3,459,209 2,961,824
- --------------------------------------------------------------------------------

Stockholders' Deficit
Common Stock - $.0001 Par; 50,000,000 Shares Authorized;
13,998,930 and 10,392,500 Shares Issued
and Outstanding as of December 31, 2000
and 1999, Respectively 1,400 1,039

Additional Paid in Capital 8,812,199 3,461,483
Deficit Accumulated During Development Stage (9,815,305) (5,038,297)
- ------------------------------------------------------------------------------
Total Stockholders' Deficit (1,001,706) (1,575,775)
- --------------------------------------------------------------------------------
Total Liabilities and Stockholders' Deficit $ 2,457,503 $ 1,386,049
- --------------------------------------------------------------------------------

The accompanying notes are an integral part of this financial statement.

L.A.M. PHARMACEUTICAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Miami, Florida

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
For the Period From the Date of Inception (February 1, 1994) Through
December 31, 2000
- -------------------------------------------------------------------------------

Deficit
Accumulated
Additional During Total
Common Paid-In Development Stockholders
Shares Stock Capital Stage Equity/(Deficit)
- -----------------------------------------------------------------------------------------------
Inception - February 1, 1994 -- $ -- $ -- $ -- $ --

Capital Contribution - Services
Rendered -- -- 22,799 -- 22,799

Capital Contribution - Laboratory
Equipment -- -- 24,245 -- 24,245

Net Loss
-- -- -- (356,393) (356,393)
- ---------------------------------------------------------------------------------------------
Balance - December 31, 1994
-- -- 47,044 (356,393) (309,349)

Capital Contribution - Services
Rendered -- -- 172,020 -- 172,020

Net Loss
-- -- -- (522,095) (522,095)
- --------------------------------------------------------------------------------------------
Balance - December 31, 1995
-- -- 219,064 (878,488) (659,424)

Capital Contribution - Services
Rendered -- -- 185,495 -- 185,495

Capital Contribution - Leasehold
Improvements -- -- 9,775 -- 9,775

Capital Contribution - Interest
Expense -- -- 49,738 -- 49,738

Capital Contribution in Cash
-- -- 51,001 -- 51,001

Net Loss
-- -- -- (643,733) (643,733)
- ---------------------------------------------------------------------------------------------
Balance - December 31, 1996 $ -- $ -- $ 515,073 $(1,522,221) (1,007,148)

Capital Contribution - Services
Rendered -- -- 377,072 -- 377,072

Capital Contribution - Interest
Expense -- -- 99,477 -- 99,477

Capital Contribution in Cash
-- -- 111,199 -- 111,199

Distribution
-- -- (30,000) -- (30,000)

Net Loss
-- -- -- (499,626) (499,626)
- ----------------------------------------------------------------------------------------------
Balance - December 31, 1997 $ -- $ -- $1,072,821 (2,021,847) (949,026)

-continued-

L.A.M. PHARMACEUTICAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Miami, Florida

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
For the Period From the Date of Inception (February 1, 1994) Through December
31, 2000 - Continued

Deficit
Accumulated
Additional During Total
Common Paid-In Development Stockholders
Shares Stock Capital Stage Equity/(Deficit)
- -----------------------------------------------------------------------------------------------
Balance - December 31, 1997
-- -- 1,072,821 (2,021,847) (949,026)

Recapitalization as L.A.M.
Pharmaceutical, Corp.
6,000,000 600 (600) -- --

Capital Contribution - Interest
Expense -- -- 103,579 -- 103,579

Issuance of Common Stock for Cash
4,332,500 433 378,352 -- 378,785

Distribution
-- -- (38,660) -- (38,660)
Net Loss
-- -- -- (458,807) (458,807)
- -----------------------------------------------------------------------------------------------
Balance - December 31, 1998 10,332,500 1,033 1,515,492 (2,480,654) (964,129)

Capital Contribution - Interest
Expense -- -- 107,681 -- 107,681

Issuance of Common Stock for Cash
60,000 6 59,994 -- 60,000

Stock Options and Awards Granted -
Compensation for Services
Rendered -- -- 526,316 -- 526,316

Conversion Premium on
Convertible Debentures
-- -- 1,252,000 -- 1,252,000

Net Loss
-- -- -- (2,557,643) (2,557,643)
- ------------------------------------------------------------------------------------------------
Balance - December 31, 1999
10,392,500 1,039 3,461,483 (5,038,297) (1,575,775)

-continued-

L.A.M. PHARMACEUTICAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Miami, Florida

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
For the Period From the Date of Inception (February 1, 1994) Through December
31, 2000 - Continued

- --------------------------------------------------------------------------------
Deficit
Accumulated
Additional During Total
Common Paid-In Development Stockholders
Shares Stock Capital Stage Equity/(Deficit)
- -------------------------------------------------------------------------------------
Balance - December 31, 1999
10,392,500 1,039 3,461,483 (5,038,297) (1,575,775)

Capital Contribution - Interest
Expense -- -- 107,686 -- 107,686

Conversion Premium on
Convertible Debentures
-- -- 2,395,093 -- 2,395,093

Stock Options and Awards Granted
- -
Compensation for Services
Rendered -- -- 447,640 -- 447,640

Debentures Converted to Common
Stock 3,319,430 332 2,211,176 -- 2,211,508

Stock Options Exercised
287,000 29 189,121 -- 189,150

Net Loss
-- -- -- (4,777,008) (4,777,008)
- -------------------------------------------------------------------------------------
Balance - December 31, 2000 13,998,930 $1,400 $8,812,19 $(9,815,305) $(1,001,706)
- -------------------------------------------------------------------------------------

L.A.M. PHARMACEUTICAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Miami, Florida

STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2000 and 1999 and for the Period From the Date
of Inception (February 1, 1994) Through
December 31, 2000
- ------------------------------------------------------------------------------
Date of
Inception
(February 1,
1994)
Through
2000 December 31,
1999 1998 2000
- ------------------------------------------------------------------------------

Total Revenue
$ -- $ -- $ -- $ 200,000
- ------------------------------------------------------------------------------

Expenses
Research and Development 308,270 185,143 41,372 2,019,069
General and Administrative 1,774,194 906,057 190,052 3,430,467
Interest Expense 291,604 120,625 103,579 665,023
Conversion Premium 2,395,093 1,252,000 -- 3,647,093
Depreciation and
Amortization 36,108 11,159 3,467 78,918
- ------------------------------------------------------------------------------

Total Expenses 4,805,269 2,474,984 338,470 9,840,570
- ------------------------------------------------------------------------------

Loss From Operations (4,805,269) (2,474,984) (338,470) (9,640,570)
- ------------------------------------------------------------------------------

Other Income (Expense)
Interest Income 28,261 2,601 1,763 32,625
Loss on Investment in
Affiliate -- (85,260) (122,100) (207,360)
- ------------------------------------------------------------------------------

Total Other Income (Expense) 28,261 (82,659) (120,337) (174,735)
- ------------------------------------------------------------------------------

Net Loss $(4,777,008) $(2,557,643)$(458,807) $(9,815,305)
- ------------------------------------------------------------------------------

Loss Per Common Share - Basic $(0.44) $(0.25) $(0.05) $(1.08)
and Diluted

- ------------------------------------------------------------------------------

Weighted Average Number of
Common Shares Outstanding 10,893,116 10,392,500 10,047,917
- ---------------------------------------------------------------

L.A.M. PHARMACEUTICAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Miami, Florida

STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2000 and 1999 and for the Period
From the Date of Inception (February 1, 1994) Through December 31, 2000
- --------------------------------------------------------------------------

Date of
Inception
(February 1,
1994)
Through
December 31,
2000 1999 2000
- --------------------------------------------------------------------------
Cash Flows from Operating Activities
Net Loss $(4,777,008) $(2,557,643) $(9,815,305)
Adjustments to Reconcile Net Loss to
Net Cash Flows From Operating
Activities:
Depreciation and Amortization 36,108 11,159 78,918
Capital Contributions:
Interest Expense 107,686 107,681 468,161
Options and Awards Granted 447,640 526,316 1,731,342
Conversion Premium on Debentures 2,395,093 1,252,000 3,647,093
Loss on Investment in Affiliate -- 85,260 207,360
Changes in Assets and Liabilities:
Accounts Receivable -- 39,349 (75,000)
Notes Receivable 50,000 -- 50,000
Inventory - Raw Materials (121,125) -- (121,125)
Prepaid Expenses (2,639) 5,320 (2,639)
Accounts Payable and Accrued
Expenses 366,557 58,683 478,184
Due to Stockholders (124,000) 124,000 1,266,837
Other -- -- --
- --------------------------------------------------------------------------
Net Cash Flows from Operating
Activities (1,621,688) (347,875) (2,086,174)
- --------------------------------------------------------------------------

Cash Flows from Investing Activities
Equipment (37,631) (4,274) (42,717)
Patents and Trademarks (116,932) (166,398) (357,975)
- --------------------------------------------------------------------------
Net Cash Flows from Investing
Activities (154,563) (170,672) (400,692)
- --------------------------------------------------------------------------
Cash Flows from Financing Activities
Cash Capital Contributions -- -- 162,200
Distributions to Stockholders -- -- (68,660)
Proceeds from Issuance of Common Stock -- 60,000 438,785
Proceeds from Convertible Debentures 2,466,333 1,077,000 3,668,333
Note Payable -- (5,320) --
Proceeds from the Exercise of Stock
Options 189,150 -- 189,150
- --------------------------------------------------------------------------
Net Cash Flows from Financing
Activities 2,655,483 1,131,680 4,389,808
- --------------------------------------------------------------------------
Net Increase in Cash and Cash
Equivalents 879,232 613,133 1,902,942
Cash and Cash Equivalents - Beginning 1,023,710 410,577 --
- --------------------------------------------------------------------------
Cash and Cash Equivalents - Ending 1,902,942 1,023,710 1,902,942
- --------------------------------------------------------------------------

L.A.M. PHARMACEUTICAL CORP.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Miami, Florida

NON-CASH INVESTING AND FINANCING ACTIVITIES

Date of
Inception
(February 1,
1994)
Through
December 31,
2000 1999 2000
- -----------------------------------------------------------------------

Issuance of Common Stock in Exchange
for Property and Equipment $ -- $ -- $34,020
Debentures Converted to Common $2,060,083 $ -- $2,060,083
Stock
Investment in Affiliate $ -- $ -- $ 207,360
Deferred Revenue $ -- $ -- $ (207,360)
- -----------------------------------------------------------------------

L.A.M. PHARMACEUTICAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Miami, Florida

NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------

Note A - Summary of Transaction
L.A.M. Pharmaceutical, Corp. (the Company) was initially formed as
L.A.M. Pharmaceutical, LLC (the LLC) on February 4, 1997. From February
1, 1994 to February 4, 1997 the Company conducted its activities under
the name RDN. In September 1998, the members of L.A.M. Pharmaceuticals
LLC, a Florida Limited liability company, exchanged all of their
interests in the LLC for 6,000,000 shares of the Company's common stock.
The stock exchange between the Company and the members of the LLC is
considered a recapitalization or reverse acquisition. Under reverse
acquisition accounting, the LLC was considered the acquirer for
accounting and financial reporting purposes, and acquired the assets and
assumed the liabilities of the Company. The accompanying financial
statements include the historical accounts of the Company, the LLC and
RDN since February 1, 1994. All inter-company accounts and transactions
have been eliminated.

Note B - Nature of Operations and Summary of Significant Accounting Policies
L.A.M. Pharmaceutical, Corp. was incorporated on July 24, 1998 under the
laws of the State of Delaware. The Company has the authority to issue
50,000,000 shares of common stock, $.0001 par value. The Company is engaged
in the research and development of Novel, Proprietary, Long Lasting
Injectable Drugs and Delivery Systems for Transdermal and Topical Drugs.

Development Stage
The Company has operated as a development stage enterprise since its
inception by devoting substantially all of its efforts to financial
planning, raising capital, research and development, and developing
markets for its products. Accordingly, the financial statements of the
Company have been prepared in accordance with the accounting and
reporting principles prescribed by Statement of Financial Accounting
Standards No. 7, "Accounting and Reporting by Development Stage
Enterprises," issued by the Financial Accounting Standards Board.

Revenue Recognition
Revenues are recognized when earned. On December 31, 1997 the Company
entered into an exclusive world-wide license agreement (the License
Agreement) with Ixora Bio-Medical Company Inc. (Ixora). Under the
License Agreement, Ixora will pay the Company $500,000 for the exclusive
rights of the Company's male and female sexual dysfunction product
technology. In addition, the Company will own 37% of Ixora and will
receive a royalty equal to 9% of the net sales under the License
Agreement. A payment of $200,000, which is non-refundable, has been made
by Ixora to the Company with the balance to be paid in the next quarter.
Such payments will be recorded when received by the Company. Ixora will
also pay for all costs for the full 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.

Method of Accounting
The corporation maintains its books and prepares its financial
statements on the accrual basis of accounting.

Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expense
during the reporting period. Actual results can differ from those
estimates.
- continued -

L.A.M. PHARMACEUTICAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Miami, Florida

NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

Note B -Nature of Operations and Summary of Significant Accounting Policies
- continued

Concentrations of Credit Risk
Financial instruments which potentially expose the Corporation to
significant concentrations of credit risk consist principally of bank
deposits. Cash is placed primarily in high quality short-term interest
bearing financial instruments.

Cash and Cash Equivalents
Cash and cash equivalents include time deposits, certificates of
deposit, and all highly liquid debt instruments with original maturities
of three months or less. The company maintains cash and cash equivalents
at financial institutions that periodically may exceed federally insured
amounts.

Cash Held by Brokers - Debentures
Cash held by brokers- debentures consist of interest bearing term
deposit accounts having maturity dates of three months or less.

Property, Equipment and Depreciation
Property and equipment are stated at cost, less accumulated depreciation
computed using the straight-line method over the estimated useful lives
as follows:

Furniture and Fixtures 5 - 7 Years
Computer Equipment 5 - 7 Years
Leasehold Improvements 5 Years

Maintenance and repairs are charged to expense. The cost of the assets
retired or otherwise disposed of and the related accumulated
depreciation are removed from the accounts.

Patents and Trademarks
Patents are carried at cost and are amortized using the straight-line method
over their estimated useful lives, not to exceed 17 years from the date
of issuance of the patent. Amortization expense for the years ended
December 31, 2000, 1999 and 1998 was $32,055, $8,159 and $467,
respectively.

Research and Development Costs
Research and development expenditures are expensed as incurred.

Net Income (Loss) Per Common Share
Net income (loss) per common share is computed in accordance with SFAS
No. 128, "Earnings Per Share". Basic earnings per common share is calculated
by dividing income available to common shareholders by the
weighted-average number of common shares outstanding for each period.
Diluted earnings per common share is calculated by adjusting the
weighted-average shares outstanding assuming conversion of all
potentially dilutive stock options, warrants and convertible securities.
Diluted earnings per share is the same as basic earnings per share for
all of the periods presented since the effect of the conversion of the
debentures and the stock options and awards granted would have an
anti-dilutive effect on earnings per share.

- continued -

L.A.M. PHARMACEUTICAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Miami, Florida

NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

Note B - Nature of Operations and Summary of Significant Accounting Policies -
continued

Income Taxes
The Company accounts for income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes," using the asset and liability approach,
which requires recognition of deferred tax liabilities and assets for
the expected future tax consequences of temporary differences between
the carrying amounts and the tax basis of such assets and liabilities.
This method utilizes enacted statutory tax rates in effect for the year
in which the temporary differences are expected to reverse and gives
immediate effect to changes in income tax rates upon enactment. Deferred
tax assets are recognized, net of any valuation allowance, for temporary
differences and net operating loss and tax credit carryforwards.
Deferred income tax expense represents the change in net deferred assets
and liability balances. The Company had no material deferred tax assets
or liabilities for the periods presented. Deferred tax assets arising
from the net operating losses incurred during the development stage have
been fully reserved against due to the uncertainty as to when or whether
the tax benefit will be realized.

Stock Options and Awards
As described in Note K, the corporation has elected to follow the
accounting provisions of Accounting Principles Board Opinion (APBO) No.
25 Accounting for Stock Issued to Employees, for stock-based
compensation and awards made to employees - the intrinsic value method.
Pro forma disclosures required under SFAS No. 123, Accounting for
Stock-Based Compensation has not been furnished due to the short history
of the Company. Stock options granted to investors and consultants are
subject to the provisions of SFAS No. 123 and are recorded at the fair
value of the option at the date of grant.

Note C - Investment in Affiliate

Investment in Affiliate consists of a 37% interest in Ixora Biomedical
Company, Inc. The investment consists of the following at December 31:

Original Investment, January 1, 1998 $ 207,360
Investor's Share of Loss for the Year
ending December 31, 1998 $ (122,100)
-----------

Carrying value of Investment, December 31, 1998 $ 85,260
Investor's Share of Loss for the Year ending
December 31, 1999 $ (85,260)
----------

Carrying value of Investment December 31, 1999 and 2000 $ --
==========

Note D - Licensing Agreement
The Company has an exclusive license agreement (the License Agreement)
with Ixora Bio-Medical Company, Inc. (Ixora). Under the License
Agreement, Ixora has agreed to pay the Company $500,000 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.

- continued -

L.A.M. PHARMACEUTICAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Miami, Florida

NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

Note E - Property and Equipment
Property and equipment are recorded at cost and consisted of the
following:

-----------------------------------------------------------------
December 31, 2000 1999
-----------------------------------------------------------------
Furniture and Fixtures $37,281 $25,960
Computer Equipment 9,351 3,371
Leasehold Improvements 11,296 9,775
-----------------------------------------------------------------
$57,928 $39,106
Less: Accumulated Depreciation 38,327 34,184
-----------------------------------------------------------------
Net Property and Equipment $19,601 $4,922
-----------------------------------------------------------------

Depreciation expense for the years ended December 31, 2000, 1999 and
1998 was $4,053, $3,000, and $3,000, respectively.

Note F - Due to Stockholders
The Company has a liability for 1996 salaries and other expenses due to
three of its stockholders totaling $1,050,000 and $216,837,
respectively. In addition, the Company is indebted to a principal
stockholder for legal services rendered during 1999 of $124,000. The
Company has agreements with these stockholders, which provides for
payment of this obligation without interest, not to exceed 25% of the
profits realized by the Company in any year. The Company has imputed
interest at 8.5% and charged operations for each of the periods
presented with an offsetting credit to additional paid in capital.

Note G - Deferred Royalty Revenue
Deferred Royalty Revenue represents amounts due to the Company from
Ixora Biomedical pursuant to the worldwide license agreement. The
$207,360 of Deferred Royalty Revenue approximated the value of the
Company's original investment in the affiliate. The balance will be
amortized to income upon commencement of Ixora's sale of the Company's
products.

Note H - Income Taxes
The Company has approximately $7,600,000 of net operating loss
carryforwards for federal tax purposes as of December 31, 2000, which is
available to offset future taxable income and will begin to expire
during the year 2013. The Company has fully reserved for any future tax
benefits from the net operating loss carryforwards since it has not
generated any revenues to date.

- continued -

L.A.M. PHARMACEUTICAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Miami, Florida

NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

Note I - Convertible Debentures
The Company issued convertible debentures during 1999 and 2000 having an
aggregate principal balance of $1,252,000 and $2,466,333, respectively.
These debentures are unsecured obligations of the Company that mature
over twelve months and bear interest at an annualized rate of 9.5%
payable at maturity. The debentures are convertible into common shares
of the Company at various conversion rates (see table below) at any time
at the option of the holder. The common shares issued on conversion have
a restriction as to resale for a period of 1 year from the date that the
original debenture was issued. The Company may also redeem the
debentures at any time upon written notice and payment to the holder of
all unpaid principal and interest. The debentures are not subject to any
sinking fund requirements. Debentures in the amount of $2,060,083 were
converted during the year 2000 into 3,319,430 shares of the Company's
common stock. The Company anticipates that the majority of the holders
of the debentures outstanding in the amount of $1,658,250 as of December
31, 2000 will exercise their conversion options during 2001.

The conversion premium on the convertible debentures at the date if
issuance and the number of common share equivalents outstanding are as
follows:

Number of Excess of Fair
Common Share Conversion Value of Common Conversion
Equivalents Price over Debentures Premium
Issued in 1999
2,504,000 $ 0.50 $ 5,749,400 $ 1,252,000
--------- --------------- -----------

Issued in 2000
530,000 $ 0.50 2,042,000 $ 265,000
40,167 3.00 85,260 85,260
2,500 4.00 --- ---
1,183,334 1.75 2,915,023 2,034,833
--------- --------- ------------
1,756,001 $ 5,708,854 $ 2,385,093
--------- ------------- -----------

Converted in 2000

(3,014,000) $ 0.50
( 290,430) 1.75
( 15,000) 3.00
-------------
Shares Issued (3,319,430)
-----------

Outstanding at
December 31, 2000 940,571
-----------

The excess fair value of the common stock into which the notes can
convert at the conversion date over the proceeds is limited to the
amount of the proceeds of the debentures. Accordingly, $2,385,093 and
$1,252,000 was recorded in 2000 and 1999, respectively, as a charge to
interest expense and a credit to additional paid-in-capital in the
accompanying financial statements.

continued -

L.A.M. PHARMACEUTICAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Miami, Florida

NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

Note J - Stock Options and Awards
The Corporation has elected to follow APBO No.25, Accounting for Stock
Issued to Employees, and related Interpretations in accounting for its
stock-based compensation made to its employees. APBO No. 25 requires no
recognition of compensation expense for most of the stock-based
compensation arrangements provided by the Corporation, 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, APBO 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, SFAS No. 123 requires recognition of compensation expense for
grants of stock, stock options, and other equity instruments, over the
vesting periods such as grants, based on the estimated grant-date fair
values of those grants. Stock options and awards made to investors and
consultants are subject to the provisions of SFAS No. 123.

Employees
During 1998, the Company granted stock options for 135,000 shares of
common stock to employees in connection with the original issuance of
shares at exercise prices that were not less than the fair value of the
common stock at the date of grant. During 1999, the Company granted
stock options for 100,000 shares of common stock to employees as
compensation for services rendered at exercise prices that were below
the fair value of the common stock at the date of grant. Accordingly,
the Company recognized compensation expense of $48,000 as a charge
against operations during 1999 for the difference between the fair value
and the exercise price of the common stock at the date of grant.

Consultants
During 2000, the Company granted stock options for 1,421,000 shares of
common stock to consultants as compensation for services rendered at
exercise prices that were not less than the fair value of the common
stock at the date of grant. Accordingly, the Company recognized
compensation expense as a charge against operations during 2000 of
$447,640 for the fair value of the options at the date of grant using a
Black Scholes option-pricing model.

During 1999, the Company granted stock options for 358,333 shares of
common stock to consultants as compensation for services rendered at
exercise prices that were below the fair value of the common stock at
the date of grant. Accordingly, the Company recognized compensation
expense as a charge against operations during 1999 of $272,057 for the
fair value of the options at the date of grant using a Black Scholes
option-pricing model.

During 1998, the Company granted stock options for 238,000 shares of
common stock to consultants in connection with the original issuance of
shares at exercise prices that were not less than the fair value of the
common stock at the date of grant. The fair market value of the options
was determined by using a Black Scholes option pricing model. Due to the
short trading history, the low and infrequent volume of trades, and the
market volatility of the company's stock the calculated fair value at
the date of the grant was zero. The assumptions used were as follows:

2000 1999 1998
------ ------ ----
Weighted Average Fair Value of
Common Stock $3.40 $2.23 $.50
Weighted Average Exercise Price $3.63 $1.53 $.70
Expected Market Volatility 10.0% 10.0% 5.0%
Risk Free Interest Rates 4.50% - 6.00% 4.66% - 5.50% 5.0%
Terms 24 - 60 Months 3 - 36 Months 24-36 Months

continued

L.A.M. PHARMACEUTICAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Miami, Florida

NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

Note J - Stock Options and Awards - continued

In December 1999, the Company granted an award of 25,000 shares of
common stock as compensation to an outside consultant. The Company has
charged operations for the fair value of the common stock awarded on the
date of the grant in the amount of $106,250.

Investors
During 1999, the Company granted stock options for 61,633 shares of
common stock to investors. The Company recognized a charge against
operations during 1999 of $100,009 for the fair value of the options at
the date of grant using a Black Scholes option-pricing model.

During 1998, the Company granted stock options for 367,500 shares of
common stock to investors in connection with the original issuance of
shares at exercise prices that were not less than the fair value of the
common stock at the date of grant. The fair market value of the options
was determined by using a Black Scholes option pricing model. Due to the
short trading history, the low and infrequent volume of trades, and the
market volatility of the company's stock the calculated fair value at
the date of the grant was zero. The assumptions used were as follows:

1999 1998

Weighted Average Fair Value of Common Stock $2.23 $.50
Weighted Average Exercise $1.53 $.70
Expected Market Volatility 10.0% 5.0%
Risk Free Interest Rates 4.66% - 5.50% 5.0%
Terms 3 - 24 Months 24-36 Months

Stock option transactions for the three years ending December 31, 2000
are summarized as follows:

Weighted Average
Number Exercise Price
- ----------------------------------------------------------------------------
Outstanding at January 1, 1998 --- ---
Granted 740,500 $ 0.70
Exercised --- ---
Forfeited/Expired --- ---
-------------------------------------------------------------------
Outstanding at December 31, 1998 740,500 $ 0.70
Granted 519,966 1.36
Exercised --- ---
Forfeited/Expired --- ---
--------------------------------------------------------------------
Outstanding at December 31, 1999 1,260,466 $ 0.97
Granted 1,421,000 3.63
Exercised ( 287,000) .66
Forfeited/Expired --- ---
--------------------------------------------------------------------
Outstanding at December 31, 2000 2,394,466 $ 2.84
--------------------------------------------------------------------

- continued -

L.A.M. PHARMACEUTICAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Miami, Florida

NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

Note J - Stock Options and Awards - continued

Information related to stock options issued during the three years ended
December 31, 2000 is as follows:

Grant Exercise
Shares Date Term Price
------ ----- ---- ----------

Options Issued:
1998 218,000 Sept 1998 24 Months $.65
185,500 Sept 1998 36 Months .65
162,000 Oct 1998 24 Months .65
75,000 Nov 1998 24 Months .65
100,000 Dec 1998 36 Months 1.00
-------
740,500

1999 30,000 Mar 1999 24 Months .65
250,000 Oct 1999 18 Months .65
100,000 Nov 1999 36 Months .65
39,966 Dec 1999 3 Months 1.50
100,000 Dec 1999 36 Months 4.00
-------
519,966

2000 50,000 Jan 2000 36 Months 4.04
10,000 June 2000 60 Months 4.50
50,000 Sept 2000 36 Months 4.00
100,000 Oct 2000 48 Months 4.00
150,000 Oct 2000 36 Months 4.00
225,000 Nov 2000 36 Months 3.50
836,000 Nov 2000 24 Months 3.50
---------
1,421,000
Options Exercised:
2000 (287,000)
---------

Outstanding at
December 31, 2000 2,394,466
=========

All of the above outstanding options are fully vested and exercisable.

continued -

L.A.M. PHARMACEUTICAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Miami, Florida

NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

Note K - Common and Preferred Stock

Common Stock

L.A.M. is authorized to issue 50,000,000 shares of common stock. Holders of
common stock are each entitled to cast one vote for each share held of
record on all matters presented to shareholders. Cumulative voting is not
allowed; hence, the holders of a majority of the outstanding common stock
can elect all directors.

Holders of common stock are entitled to receive such dividends as may be
declared by the Board of Directors out of funds legally available therefore
and, in the event of liquidation, to share pro rata in any distribution of
L.A.M.'s assets after payment of liabilities. The Board of Directors is not
obligated to declare a dividend and it is not anticipated that dividends
will be paid until L.A.M. is in profit.

Preferred Stock

L.A.M. is authorized to issue up to 5,000,000 shares of preferred stock.
L.A.M.'s Articles of Incorporation provide that the Board of Directors has
the authority to divide the preferred stock into series and, within the
limitations provided by Delaware statute, to fix by resolution the voting
power, designations, preferences, and relative participation, special
rights, and the qualifications, limitations or restrictions of the shares of
any series so established. As the Board of Directors has authority to
establish the terms of, and to issue, the preferred stock without
shareholder approval, the preferred stock could be issued to defend against
any attempted takeover of L.A.M..

Note L - Subsequent Events

Equity Line of Credit Agreement

On January 24, 2001, L.A.M. entered into an equity line of credit
agreement with Hockbury Limited in order to establish a possible source of
funding for the development of L.A.M.'s technology. The equity line of
credit agreement establishes what is sometimes also referred to as an
equity drawdown facility.

Under the equity line of credit agreement, Hockbury Limited has agreed to
provide L.A.M. with up to $20,000,000 of funding during the twenty-month
period following the date of an effective registration statement. During
this twenty-month period, L.A.M. may request a drawdown under the equity
line of credit by selling shares of its common stock to Hockbury Limited,
and Hockbury Limited will be obligated to purchase the shares. L.A.M. may
request a drawdown once every 27 trading days, although L.A.M. is under no
obligation to request any drawdowns under the equity line of credit.

- - continued -

L.A.M. PHARMACEUTICAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Miami, Florida

NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

Note L - Subsequent Events - continued

During the 22 trading days following a drawdown request, L.A.M. will
calculate the amount of shares it will sell to Hockbury Limited and the
purchase price per share. The purchase price per share of common stock
will based on the daily volume weighted average price of L.A.M.'s common
stock during each of the 22 trading days immediately following the
drawdown date, less a discount of 10%. L.A.M. will receive the purchase
price less a placement agent fee payable to GKN Securities equal to 7% of
the aggregate purchase price. Hockbury Limited may then resell all or a
portion of these shares. GKN Securities is the placement agent which
introduced Hockbury Limited to L.A.M. and is a registered broker-dealer.

The minimum amount L.A.M. can draw down at any one time is $100,000. The maximum
amount L.A.M. can draw down at any one time is the lesser of $1,000,000 or the
amount equal to:

o 4.5% of the weighted average price of L.A.M.'s common stock for the sixty
calendar days prior to the date of the drawdown request
o multiplied by the total trading volume of L.A.M.'s common stock for the
sixty calendar days prior to the date of the drawdown request.

Grant of Warrants

Upon closing of the equity line of credit Agreement, L.A.M. paid to Hockbury
Limited's legal counsel, Epstein Becker & Green P.C., $25,000 to cover its legal
and administrative expenses.

As consideration for extending the equity line of credit, L.A.M. granted
Hockbury Limited warrants to purchase 482,893 shares of common stock at a price
of $ 4.56 per share at any time prior to January 24, 2004. As partial
consideration for GKN Securities' services as placement agent in connection with
this offering, L.A.M. granted GKN Securities warrants to purchase 455,580 shares
of common stock at a price of $4.83 per share at any time prior to January 24,
2006. GKN Securities subsequently assigned warrants to purchase 209,500 shares
to four employees of GKN Securities.

TABLE OF CONTENTS
Page
PROSPECTUS SUMMARY .........................................
RISK FACTORS................................................
COMPARATIVE SHARE DATA ....................................
MARKET FOR COMMON STOCK ....................................
MANAGEMENT'S DISCUSSION AND ANALYSIS
AND PLAN OF OPERATION..................................
BUSINESS....................................................
MANAGEMENT .................................................
PRINCIPAL SHAREHOLDERS......................................
EQUITY LINE OF CREDIT AGREEMENT.............................
SELLING STOCKHOLDERS........................................
DESCRIPTION OF SECURITIES...................................
LEGAL PROCEEDINGS...........................................
EXPERTS ....................................................
INDEMNIFICATION ............................................
AVAILABLE INFORMATION.......................................
FINANCIAL STATEMENTS........................................

No dealer, salesperson or other person has been authorized to give any
information or to make any representation not contained in this prospectus, and
if given or made, such information or representations must not be relied upon as
having been authorized by wowtown.com. This prospectus does not constitute an
offer to sell, or a solicitation of an offer to buy, any of the securities
offered in any jurisdiction to any person to whom it is unlawful to make such an
offer in such jurisdiction. Neither the delivery of this prospectus nor any sale
made in this prospectus shall, under any circumstances, create any implication
that the information in this prospectus is correct as of any time subsequent to
the date of this prospectus or that there has been no change in the affairs of
wowtown.com since such date.

PART II
Information Not Required in Prospectus

Item 24. Indemnification of Officers and Directors

The Delaware General Corporation Law and L.A.M.'s Certificate of
Incorporation and Bylaws provide that we may indemnify any and all of its
officers, directors, employees or agents or former officers, directors,
employees or agents, against expenses actually and necessarily incurred by them,
in connection with the defense of any legal proceeding or threatened legal
proceeding, except as to matters in which such persons shall be determined to
not have acted in good faith and in our best interest.

Item 25. Other Expenses of Issuance and Distribution.

The following table sets forth the costs and expenses payable by us in
connection with the issuance and distribution of the securities being registered
hereunder. No expenses shall be borne by the selling stockholder. All of the
amounts shown are estimates, except for the SEC Registration Fees.

SEC Filing Fee $7,636
NASD Filing Fee 1,428
Blue Sky Fees and Expenses 1,500
Printing and Engraving Expenses 200
Legal Fees and Expenses 30,000
Accounting Fees and Expenses 10,000
Miscellaneous Expenses 4,236
--------
TOTAL $55,000
=======

All expenses other than the SEC and NASD filing fees are estimated.

Item 26. Recent Sales of Unregistered Securities.

A. In September 1998 L.A.M. acquired all of the issued and outstanding
shares of LAM Pharmaceuticals LLC ("LAM") for 6,000,000 shares of L.A.M.'s
common stock. At the time of acquisition LAM had the rights to the proprietary
drug delivery technology and pharmaceuticals that are being developed by L.A.M..

B. In September 1998 L.A.M. sold 3,930,000 shares of its common stock to
twelve persons for $39,300, or $0.01 per share, and sold 63,000 shares of its
common stock to 61 persons for $6,300, or $0.10 per share. Between October 1998
and October 1999 L.A.M. sold 399,500 shares of its common stock to 18 persons
for $399,500, or $1.00 per share.

C. Between June 1999 and February 2000 L.A.M. sold convertible notes in
the principal amount of $1,517,000 to 29 persons. The notes are unsecured, bear
interest at 9.5% per year, and were due and payable at various dates between
June 2000 and February 2001. At the

option of the holder, each $1.00 of unpaid note principal may be converted into
two shares of L.A.M.'s common stock.

D. Between June and July 2000 L.A.M. sold convertible notes in the principal
amount of $130,500 to 12 persons. The notes are unsecured and bear interest at
9.5% per year and are due and payable at various dates between June and July
2001. At the option of the holder each $1.00 of (unpaid not) principal may be
converted into .33 shares of L.A.M.'s common stock.

E. Between August and November 2000 L.A.M. sold convertible notes in the
principal amount of $2,070,333 to 34 persons. The notes are unsecured and bear
interest at 9.5% per year, and are due and payable at various dates between
August and November 2001. At the option of the holder, each $1.00 of unpaid
principal may be converted into .57 shares of L.A.M.'s common stock.

F. During the year ended December 31, 2000 L.A.M. issued 3,319,430 shares of
0common stock upon the conversion of certain of the notes described in C, D and
E above.

G. Between July and December 2000 L.A.M. issued 287,000 shares of common stock
to thirteen persons as a result of the exercise of options held by such persons.

H. During January 2001 L.A.M. issued 73,000 shares of common stock to two
persons as a result of the exercise of options held by these persons..

I. In January 2001 L.A.M. issued 10,000 shares of common stock to one person for
services rendered.

J. In January 2001 L.A.M. issued warrants to Hockbury Limited and GKN Securities
Corp. These warrants are described in more detail in Part I of this Registration
Statement.

The sales of the shares referenced in Note B were exempt from registration
pursuant to Rule 504 of the Securities and Exchange Commission. At the time of
these sales L.A.M. was not subject to the reporting requirements of the
Securities Exchange Act of 1934 and the total amount received by L.A.M. from the
sale of these shares was less than $1,000,000. No underwriters were involved
with the sale of these securities and no commissions or other forms of
remuneration were paid to any person in connection with these sales.

The sale of the common stock, convertible notes and warrants referenced in
Notes A, C, D, E, G, H, I and J were exempt transactions under Section 4(2) of
the Securities Act of 1933 as transactions by an issuer not involving a public
offering. The shareholders of LAM and the holders of the convertible notes
acquired these securities for investment purposes only and without a view to
distribution. At the time the shareholders of L.A.M.and the holders of the
convertible notes acquired these securities, all were fully informed and advised
about matters concerning L.A.M., including its business, financial affairs and
other matters. The shareholders of LAM and the holders of the convertible note
acquired the securities for their own account. The certificates evidencing the
securities purchased by the shareholders of LAM bear a legend stating that they
may not be offered, sold or transferred other than pursuant to an effective

registration statement under the Securities Act of 1933, or pursuant to an
applicable exemption from registration. The shares purchased by the shareholders
of LAM and the holders of the convertible note are "restricted" securities as
defined in Rule 144 of the Securities and Exchange Commission. Although no
underwriters were involved with the sale of these securities, L.A.M. paid sales
commissions of $381,300 to an unrelated third party in connection with the sale
of its convertible notes.

The issuance of the shares referenced in Note F were exempt pursuant to
Section 3(a)9 of the Securities Act of 1933.

Item 27. Exhibits

The following Exhibits are filed with this Registration Statement:

Exhibit
Number Exhibit Name Page
- ------- ------------ -----

Exhibit 2 Plan of Acquisition, Reorganization, Arrangement,
Liquidation, etc. None

Exhibit 3 Articles of Incorporation and Bylaws *

Exhibit 4 Instruments Defining the Rights of Security Holders

Exhibit 4.1 Incentive Stock Option Plan *

Exhibit 4.2 Non-Qualified Stock Option Plan *

Exhibit 4.3 Stock Bonus Plan *

Exhibit 5 Opinion of Counsel _____

Exhibit 9 Voting Trust Agreement None

Exhibit 10 Material Contracts

Exhibit 10.1 Agreements with Ixora Bio-Medical Co. *

Exhibit 10.2 Common Stock Purchase Agreement with Hockbury Limited _____

Exhibit 10.3 Stock Purchase Warrant issued to Hockbury Limited _____

Exhibit 10.4 Stock Purchase Warrant issued to GKN Securities
Corp. and certain employees of GKN Securities Corp. _____

Exhibit 16. Letter from former accountants *

Exhibit 23.1 Consent of attorneys _____

Exhibit 23.2 Consent of accountants _____

* Incorporated by reference to the same exhibit filed with the Company's
registration statement on Form 10-SB.

Item 28. Undertakings

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement.

(i) To include any Prospectus required by Section l0 (a)(3) of the
Securities Act of l933;

(ii) To reflect in the Prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement;

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement, including
(but not limited to) any addition or deletion of a managing underwriter.

(2) That, for the purpose of determining any liability under the
Securities Act of l933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(4) To provide to the Underwriter at the closing specified in the
underwriting agreement certificates in such denominations and registered in such
names as required by the Underwriter to permit prompt delivery to each
purchaser.

(5) Insofar as indemnification for liabilities arising under the
Securities Act of l933 may be permitted to directors, officers and controlling
persons of the Registrant, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the

Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of whether such indemnification by it
is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

POWER OF ATTORNEY

The registrant and each person whose signature appears below hereby
authorizes the agent for service named in this Registration Statement, with full
power to act alone, to file one or more amendments (including post-effective
amendments) to this Registration Statement, which amendments may make such
changes in this Registration Statement as such agent for service deems
appropriate, and the Registrant and each such person hereby appoints such agent
for service as attorney-in-fact, with full power to act alone, to execute in the
name and in behalf of the Registrant and any such person, individually and in
each capacity stated below, any such amendments to this Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of l933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in North York, Ontario, on
the 26th day of February, 2001.

L.A.M. PHARMACEUTICALS, CORP.

By: /s/ Alan Drizen
-------------------------------------
Alan Drizen, President, Chief Executive Officer
and Chief Financial Officer

/s/ Avi Bodenstein
-------------------------------------
Avi Bodenstein, Principal Accounting Officer

Pursuant to the requirements of the Securities Act of l933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature Title Date

/s/ Alan Drizen
- ------------------------
Alan Drizen Director February 26, 2001

/s/ Peter Rothbart
Peter Rothbart Director February 26, 2001

/s/ Gary M. Nath
- ------------------------
Gary M. Nath Director February 26, 2001