UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X] Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2003
or
[ ] Transition Report Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
Commission file No. 0-30641
L.A.M. PHARMACEUTICAL, CORP. (Exact name of
registrant as specified in its charter)
Delaware 52-2278236
------------------- --------------------------
(State of incorporation) (I.R.S. Employer Identification Number)
800 Sheppard Avenue West,
Commercial Unit 1
Toronto, Ontario, Canada M3H 6B4
(Address of principal executive offices) (Zip Code)
(877) 526-7717
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the proceeding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES [X] NO [ ]
As of August 11, 2003, the Company had 29,583,146 issued and outstanding shares
of common stock.
L.A.M. PHARMACEUTICAL, CORP.
(A DELAWARE CORPORATION)
Lewiston, New York
-------------------------------------
FINANCIAL REPORTS
AT
JUNE 30, 2003
-------------------------------------
L.A.M. PHARMACEUTICAL, CORP.
(A DELAWARE CORPORATION)
Lewiston, New York
TABLE OF CONTENTS
- ---------------------------------------------------------------------
Balance Sheets at June 30, 2003 (Unaudited) and December 31, 2002 F-2
Statements of Changes in Stockholders' Equity (Deficit) for the
Six Months Ended June 30, 2003 and June 30, 2002 (Unaudited) F-3
Statements of Operations for the Three Months Ended June 30, 2003
and 2002 (Unaudited) F-4
Statements of Operations for the Six Months Ended June 30, 2003
and 2002 (Unaudited) F-5
Statements of Cash Flows for the Six Months Ended June 30, 2003
and 2002 (Unaudited) F-6 to F-7
Notes to Financial Statements F-8 to F-9
L.A.M. PHARMACEUTICAL, CORP.
(A DELAWARE CORPORATION)
Lewiston, New York
BALANCE SHEETS
- --------------------------------------------------------------------------------
(Unaudited) June 30,
December 31,
2003 2002
- --------------------------------------------------------------------------------
ASSETS
Current Assets
Cash and Cash Equivalents $ 12,299 $ 210,214
Accounts Receivable 10,319 13,643
Inventory 518,659 550,085
Prepaid Expenses 69,257 6,686
- --------------------------------------------------------------------------------
Total Current Assets 610,534 780,628
Property and Equipment - Net of Accumulated 112,123 124,958
Depreciation
Other Assets
Patents and Trademarks - Net of Accumulated 551,996 546,631
Amortization
- --------------------------------------------------------------------------------
Total Assets $ 1,274,653 $ 1,452,217
- --------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts Payable and Accrued Expenses $ 1,317,187 $ 866,164
Due to Stockholders - due within one year 60,508 --
Accrued Arbitration Settlement 603,132 --
Convertible Notes 160,400 671,000
- --------------------------------------------------------------------------------
Total Current Liabilities 2,141,227 1,537,164
Other Liabilities
Due to Stockholders - due after one year 164,037 164,037
Deferred Royalty Revenue 207,360 207,360
- --------------------------------------------------------------------------------
Total Liabilities 2,512,624 1,908,561
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Stockholders' Deficit
Common Stock - $.0001 Par; 50,000,000 Shares
Authorized; 29,583,146 and 27,511,412 Shares
Issued and Outstanding, Respectively 2,958 2,751
Additional Paid-In Capital 24,701,528 24,054,187
Accumulated Deficit (25,942,457) (24,513,282)
- --------------------------------------------------------------------------------
Total Stockholders' Deficit (1,237,971) (456,344)
- --------------------------------------------------------------------------------
Total Liabilities and Stockholders' Deficit $ 1,274,653 $ 1,452,217
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
L.A.M. PHARMACEUTICAL, CORP.
(A DELAWARE CORPORATION)
Lewiston, New York
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
- -------------------------------------------------------------------------------------------------------------------------------
Additional Loan Total
Number Common Paid-In Receivable - Accumulated Stockholders'
of Shares Stock Capital Director/Officer Deficit Equity (Deficit)
- --------------------------------------------------------------------------------------------------------------------------------
Balance - December 31, 2001 19,784,520 $1,978 $ 17,964,009 $ (640,000) $(18,214,065) $ (888,078)
Capital Contribution - Interest Expense -- -- 14,548 -- -- 14,548
Stock Options Granted -
Compensation for Services Rendered -- -- 1,269,045 -- -- 1,269,045
Common Shares Issued -
Compensation for Services Rendered 1,346,500 135 585,592 -- -- 585,727
Stock Options Exercised 3,418,786 342 1,988,704 -- -- 1,989,046
Sale of Shares Under the Equity Line of
Credit Agreement 559,934 56 446,035 -- -- 446,091
Receivable on Option Exercise -- -- (369,000) -- -- (369,000)
Loan Repayments from Director/Officer -- -- -- 640,000 -- 640,000
Net Loss for the Period (Unaudited) -- -- -- -- (3,271,385) (3,271,385)
- --------------------------------------------------------------------------------------------------------------------------
Balance - June 30, 2002 (Unaudited) 25,109,740 $2,511 $ 21,898,933 $ -- $(21,485,450) $ 415,994
- --------------------------------------------------------------------------------------------------------------------------
Balance - December 31, 2002 27,511,412 $2,751 $ 24,054,187 $ -- $(24,513,282) $ (456,344)
Capital Contribution - Interest Expense -- -- 4,306 -- -- 4,306
Stock Options Granted -
Compensation for Services Rendered -- -- 22,360 -- -- 22,360
Common Shares Issued -
Compensation for Services Rendered 335,000 33 94,541 -- -- 94,574
Receivable on Option Exercise -- -- 15,708 -- -- 15,708
Conversion of Convertible Notes 1,736,734 174 510,426 -- -- 510,600
Net Loss for the Period (Unaudited) -- -- -- -- (1,429,175) (1,429,175)
- --------------------------------------------------------------------------------------------------------------------------
Balance - June 30, 2003 (Unaudited) 29,583,146 $2,958 $ 24,701,528 $ -- $(25,942,457) $(1,237,971)
- --------------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
L.A.M. PHARMACEUTICAL, CORP.
(A DELAWARE CORPORATION)
Lewiston, New York
STATEMENTS OF OPERATIONS (UNAUDITED)
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Three Months Ended
June 30,
--------------------------------
2003 2002
- --------------------------------------------------------------------------
Revenues
Net Sales $ 22,777 $ --
- --------------------------------------------------------------------------
22,777 --
Expenses
Cost of Sales 6,497 --
General and Administrative 167,678 367,906
Marketing and Business Development 110,938 226,406
Research and Development 41,059 193,913
- --------------------------------------------------------------------------
326,172 788,225
Financial Accounting Expenses
Not Requiring the Use of Cash During
the Period:
Depreciation and Amortization 17,032 15,159
Interest Expense 2,153 4,481
Share and Option Grants to Officers,
Directors, Investors and Consultants 185,756 988,222
- --------------------------------------------------------------------------
Total Expenses 531,113 1,796,087
Other Expenses
Provision for Arbitration Settlement 3,132 --
- --------------------------------------------------------------------------
Total Other Expenses 3,132 --
$ (511,468) $ (1,796,087)
Net Loss for the Period
- --------------------------------------------------------------------------
Loss per Common Share - Basic and Diluted $ (0.02) $ (0.07)
- --------------------------------------------------------------------------
Weighted Average Number of Common Shares
Outstanding - Basic and Diluted 29,583,146 24,404,597
- --------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
L.A.M. PHARMACEUTICAL, CORP.
(A DELAWARE CORPORATION)
Lewiston, New York
STATEMENTS OF OPERATIONS (UNAUDITED)
- --------------------------------------------------------------------------
Six Months Ended
June 30,
--------------------------------
2003 2002
- --------------------------------------------------------------------------
Revenues
Net Sales $ 53,621 $ --
- --------------------------------------------------------------------------
53,621 --
Expenses
Cost of Sales 13,285 --
General and Administrative 327,675 583,661
Marketing and Business Development 263,043 387,946
Research and Development 120,382 318,537
- --------------------------------------------------------------------------
724,385 1,290,144
Financial Accounting Expenses
Not Requiring the Use of Cash During the
Period:
Depreciation and Amortization 33,899 29,304
Interest Expense 4,446 15,115
Share and Option Grants to Officers,
Directors, Investors and Consultants 116,934 1,936,822
- --------------------------------------------------------------------------
Total Expenses 879,664 3,271,385
Other Expenses
Provision for Arbitration Settlement 603,132 --
- --------------------------------------------------------------------------
Total Other Expenses 603,132 --
Net Loss for the Period $ (1,429,175) $ (3,271,385)
- --------------------------------------------------------------------------
Loss per Common Share - Basic
and Diluted $ (0.05) $ (0.14)
- --------------------------------------------------------------------------
Weighted Average Number of Common Shares
Outstanding - Basic and Diluted 29,426,131 22,785,440
- --------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
L.A.M. PHARMACEUTICAL, CORP.
(A DELAWARE CORPORATION)
Lewiston, New York
STATEMENTS OF CASH FLOWS (UNAUDITED)
- ---------------------------------------------------------------------------
Six Months Ended
June 30,
-----------------------------------
2003 2002
- ---------------------------------------------------------------------------
Cash Flows from Operating Activities
Net Loss for the Period $ (1,429,175) $ (3,271,385)
Adjustments to Reconcile Net Loss for
the Period
to Net Cash Flows from Operating
Activities:
Depreciation and Amortization 33,899 29,304
Capital Contributions:
Deemed Interest Expense on
Loans from Stockholders 4,306 14,548
Share and Option Grants - Officers,
Directors, Investors, and
Consultants 116,934 1,936,822
Changes in Assets and Liabilities:
Accounts Receivable 3,324 --
Inventory 31,426 (153,000)
Prepaid Expenses (62,571) (108,333)
Accounts Payable and Accrued Expenses 451,023 67,389
Accrual for Arbitration Settlement 603,132 --
- ---------------------------------------------------------------------------
Net Cash Flows from Operating Activities (247,702) (1,484,655)
- ---------------------------------------------------------------------------
Cash Flows from Investing Activities
Purchases of Property and Equipment (1,495) (13,193)
Purchases of Patents and Trademarks - Net (24,934) (128,326)
- ---------------------------------------------------------------------------
Net Cash Flows from Investing Activities (26,429) (141,519)
- ---------------------------------------------------------------------------
Cash Flows from Financing Activities
Proceeds from Exercise of Stock Options 15,708 1,322,410
Proceeds from Sale of Shares Under the
Equity Line of Credit Agreement -- 446,091
Advances from Stockholders 163,898 433
Repayments to Stockholders (103,390) --
- ---------------------------------------------------------------------------
Net Cash Flows from Financing Activities 76,216 1,768,934
Net Change in
Cash and Cash Equivalents (197,915) 142,760
Cash and Cash Equivalents - Beginning
of Period 210,214 11,284
- ---------------------------------------------------------------------------
Cash and Cash Equivalents - End of $ 12,299 $ 154,044
Period
- ---------------------------------------------------------------------------
-continued-
The accompanying notes are an integral part of these financial statements.
L.A.M. PHARMACEUTICAL, CORP.
(A DELAWARE CORPORATION)
Lewiston, New York
STATEMENTS OF CASH FLOWS (UNAUDITED) - continued
- ---------------------------------------------------------------------------
Six Months Ended
June 30,
-----------------------------------
2003 2002
- ---------------------------------------------------------------------------
Non-Cash Investing and Financing
Activities
Exercise of Stock Options $ -- $ 666,636
Offsetting of Stockholders Receivable
and Payables $ -- $ 728,000
Debentures Converted to Common Stock $510,600 $ --
SUPPLEMENTAL DISCLOSURE
Interest Paid $ -- $ --
Income Taxes Paid $ -- $ --
The accompanying notes are an integral part of these financial statements.
L.A.M. PHARMACEUTICAL, CORP.
(A DELAWARE CORPORATION)
Lewiston, New York
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
Note A - Basis of Presentation
The condensed financial statements of L.A.M. Pharmaceutical, Corp. (the
"Company") included herein have been prepared by the Company, without
audit, pursuant to the rules and regulations of the Securities and
Exchange Commission (the "SEC"). Certain information and footnote
disclosures normally included in financial statements prepared in
conjunction with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although
the Company believes that the disclosures are adequate to make the
information presented not misleading. These condensed financial
statements should be read in conjunction with the annual audited
financial statements and the notes thereto included in the Company's
Form 10-KSB and other reports filed with the SEC.
The accompanying unaudited interim financial statements reflect all
adjustments of a normal and recurring nature, which are, in the opinion
of management, necessary to present fairly the financial position,
results of operations and cash flows of the Company for the interim
periods presented. The results of operations for these periods are not
necessarily comparable to, or indicative of, results of any other
interim period or for the fiscal year as a whole. Factors that affect
the comparability of financial data from year to year and for comparable
interim periods include non-recurring expenses associated with market
launch of new products, costs incurred to raise capital, acquisitions of
patents and trademarks, and stock options and awards.
Note B - Accounting Policies
Revenue Recognition
The Company recognizes revenue when it is realized or realizable and
earned. The Company considers revenue realized or realizable when the
product has been shipped to the customer, the sales price is fixed or
determinable and collectibility is reasonably assured. The Company
reduces revenue for estimated customer returns.
Method of Accounting
The Company maintains its books and prepares its financial statements on
the accrual basis of accounting.
Note C - Inventory
Inventories at period end consisted of the following:
--------------------------------------------------------------------
June 30, December 31,
2003 2002
--------------------------------------------------------------------
IPM Wound Gel(TM) $ 508,034 $539,460
Raw Materials 10,625 10,625
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Inventories $ 518,659 $550,085
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Note D - Share and Option Grants
The Company has stock option plans under which employees, non-employee
directors, consultants and investors may be granted options to purchase
shares of the Company's common stock. Options have varying vesting and
expiration dates.
The Company applies Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees", and related interpretations
in accounting for its employee stock option plans. Accordingly, no
compensation expense has been recognized for its employee stock option
plans. During the first quarter of fiscal 2003, the Company adopted the
disclosure provisions of SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure".
-continued-
L.A.M. PHARMACEUTICAL, CORP.
(A DELAWARE CORPORATION)
Lewiston, New York
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
Note D - Share and Option Grants - continued
The following table illustrates the effect on net earnings and earnings
per share had the Company adopted the fair value based method of
accounting for stock-based employee compensation for all periods
presented:
-------------------------------------------------------------------------
For the three months For the six months ended
ended June 30, June 30,
2003 2002 2003 2002
--------------------------------------------------
Net loss
As reported $511,468 $1,796,087 $1,429,175 $3,271,385
Pro forma $506,987 $1,796,087 $1,432,693 $3,271,385
Earnings per share
As reported $0.02 $0.07 $ 0.05 $ 0.14
Pro forma $0.02 $0.07 $ 0.05 $ 0.14
-------------------------------------------------------------------------
Note E - Commitments & Contingencies
In May 2003, the Company learned that the American Arbitration
Association awarded damages in the amount of approximately $600,000 to
an investor relations firm formerly used by the Company due to an
alleged breach of contract. The arbitration decision did not specify a
due date for the award. The investor relations company has contacted the
Company indicating that they would like to reach a negotiated settlement
that would not result in any damage to the Company's prospects. The
Company believes that the settlement may be made through the issuance of
shares rather than a cash payment or possibly a reduced amount of cash
and or shares. In addition, payment may be delayed to a future date or
may be structured to occur over time. At present, the outcome of this
settlement is not determinable and accordingly the Company has accrued
the entire amount plus interest, at a rate of 2% per annum, as an
expense and liability in the financial statements for the period ended
June 30, 2003.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS/ PLAN OF OPERATIONS
This Quarterly Report on Form 10-QSB contains certain statements of a
forward-looking nature relating to future events or the future financial
performance of L.A.M. Such statements are only predictions and the actual events
or results may differ materially from the results discussed in the
forward-looking statements. Factors that could cause or contribute to such
differences include those discussed below as well as those discussed in other
filings made by L.A.M. with the Securities and Exchange Commission, including
L.A.M.'s Annual Report included in its annual filing on Form 10-KSB.
Overview
To date, L.A.M.'s principal business activities have comprised:
o Development of proprietary wound healing and trans-dermal drug delivery
systems; and
o Conducting related pre-clinical studies and clinical trials.
In August 2002, L.A.M. commenced limited commercial sales of L.A.M. IPM Wound
Gel(TM), which received Section 510(k) approval from the U.S. Food and Drug
Administration in April 2002.
All of L.A.M.'s other products are in the development stage. As a result, L.A.M.
has not generated any significant revenues from the sale of pharmaceutical
products.
L.A.M. is in discussions with several parties regarding licensing arrangements,
joint ventures and other distribution agreements which will enable L.A.M. to
accelerate the market penetration and assure a sustained sales growth of the
L.A.M. IPM Wound GelTM
Due to the previous lack of any significant revenues, to date L.A.M. has relied
upon proceeds realized from the public and private sale of its common stock and
convertible debentures 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. Until significant revenues commence from
commercial sale of its products, L.A.M. will be required to fund its operations
through the sale of securities, debt financing or other arrangements. However,
there can be no assurance that such financing will be available or be available
on favorable terms.
Summary Financial Data
Income Statement Data:
Quarter Ended Quarter Ended
June 30, 2003 June 30, 2002
------------- -------------
Sales $ 22,777 $ --
Operating Expenses (326,172) (788,225)
Financial Accounting Expenses
Not Requiring Use of Cash (204,941) (1,007,862)
Provision for Arbitration Settlement (3,132) --
-------------- -------------
Net Loss $ (511,468) $ (1,796,087)
============== =============
Six Months Ended Six Months Ended
June 30, 2003 June 30, 2002
Sales $ 53,621 $ --
Operating Expenses (724,385) (1,290,144)
Financial Accounting Expenses
Not Requiring Use of Cash (155,279) (1,981,241)
Provision for Arbitration Settlement (603,132) --
---------------- ---------------
Net Loss $ (1,429,175) $ (3,271,385)
================ ===============
Balance Sheet Data:
June 30, 2003 December 31, 2002
------------- -----------------
Current Assets $ 610,534 $ 780,628
Total Assets 1,274,653 1,452,217
Current Liabilities 2,141,227 1,537,164
Total Liabilities 2,512,624 1,908,561
Working Capital Deficiency (1,530,693) (756,536)
Stockholders' Deficit (1,237,971) (456,344)
Results of Operations
Three months ended June 30, 2003 compared with three months ended June 30, 2002
Net Sales
In August 2002, L.A.M. commenced commercial sales of its L.A.M. IPM Wound
Gel(TM). The Company is at an early stage of its sales and marketing efforts and
accordingly revenues to date are limited. Revenue during the quarter ended June
30, 2003 of $23,000 was comprised primarily of sales to medical organizations.
L.A.M. has received overwhelming positive feedback from sales to wound care
professionals and wound treatment centers. As a result of the products
acceptance and L.A.M.'s initiatives to broaden its distribution channels,
L.A.M. expects sales over the next few quarters to increase substantially.
Research and Development Expense
Research and development expenses for the three months ended June 30, 2003
decreased 79% to $41,000 from $194,000 for the three months ended June 30, 2002.
The decrease is due to costs incurred in 2002 to obtain regulatory approval,
granted April 2002, for L.A.M. IPM Wound Gel(TM) that did not recur in 2003.
Costs incurred during the more recent quarter represent mostly fixed costs of
our R&D department.
Marketing and Business Development Expense
Marketing and business development exepenses for the three months ended June 30,
2003 decreased 51% to $111,000 from $226,000 for the three months ended June 30,
2002. The decrease is due to costs incurred in 2002 for the product launch such
as product design and the initial marketing campaign that did not recur in 2003.
Costs incurred during the more recent quarter represent mostly costs incurred to
familiarize our product in the market place.
General and Administrative Expenses
General and administrative expenses for the three months ended June 30, 2003
decreased 54% to $168,000 from $368,000 for the three months ended June 30,
2002. The decrease is partially due to the non-recurrence of the Investor
relations costs incurred as a result of the exceptional level of activity during
the second quarter of 2002. In addition, there was a reduction in financial
banking and consulting expenses, these services are now being performed
internally, and a reduction in executive and employee salaries due to reduced
headcount.
The primary components of general and administrative expenses for the three
months ended June 30, 2003 and 2002 were as follows:
2003 2002
---------------------------
Officers' salaries $ 6,250 $ 10,500
Employee salaries and benefits 28,245 37,830
Investor Relations 7,070 113,055
Financial banking and consulting - 40,860
Legal and auditing (including SEC filings) 67,486 87,414
Other expenses 58,627 78,247
------ ------
Total $ 167,678 $ 367,906
========= =========
Interest Expense
Interest expense for the three months ended June 30, 2003 decreased 52% to
$2,000 from $4,500 for three months ended June 30, 2002 following the partial
repayment of loans received from Stockholders.
Share and Option Grants
L.A.M. is required to recognize non-cash expenses which represent the deemed
fair value of grants of stock options and of stock for services, calculated in
accordance with US generally accepted accounting principles. These deemed
non-cash costs, which are accounted for by correspondingly increasing L.A.M.'s
paid in capital, totaled $186,000 for the three months ended June 30, 2003 as
compared to $988,000 during the three months ended June 30, 2002. The decrease
is due to shares issued for services performed that did not recur in the quarter
ended June 30, 2003.
The majority of these costs were attributable to shares issued to third parties
for services performed, and to the repricing and extension of existing options.
Six months ended June 30, 2003 compared with six months ended June 30, 2002
Net Sales
Revenue during the six months ended June 30, 2003 was $54,000 compared to nil
recorded in the six months ended June 30, 2002. The change is due to the new
product sales from the limited commercial introduction of L.A.M. IPM Wound
Gel(TM) which commenced in August 2002.
Research and Development Expense
Research and development expenses for the six months ended June 30, 2003
decreased 62% to $120,000 from $319,000 for the six months ended June 30, 2002.
The decrease is due to costs incurred in 2002 to obtain regulatory approval,
granted in April 2002, for L.A.M. IPM Wound Gel(TM) that did not recur in 2003.
Research and development expenses tend to fluctuate from period to period
depending on the status and timing of the individual projects in process.
Marketing and Business Development Expense
Marketing and business development expenses for the six months ended June 30,
2003 decreased 32% to $263,000 from $388,000 for the six months ended June 30,
2002. The decrease is due to costs incurred in 2002 for the product launch such
as product design and the initial marketing campaign that did not recur in 2003.
General and Administrative Expenses
General and administrative expenses for the six months ended June 30, 2003
decreased 44% to $328,000 from $584,000 for the six months ended June 30, 2002.
The decrease is partially due to the non-recurrence of the Investor relations
costs incurred as a result of the exceptional level of activity during the first
quarter of 2002. In addition, there was a reduction in financial banking and
consulting expenses these services are now being performed internally and a
reduction in executive and employee salaries due to reduced headcount.
The primary components of general and administrative expenses for the six months
ended June 30, 2003 and 2002 were as follows:
2003 2002
---------------------------
Officers' salaries $ 15,625 $ 50,750
Employee salaries and benefits 56,577 61,649
Investor Relations 23,648 160,958
Financial banking and consulting - 68,480
Legal and auditing (including SEC filings) 113,494 133,959
Other expenses 118,331 107,865
------- -------
Total $ 327,675 $ 583,661
========= =========
Interest Expense
Interest expense for the six months ended June 30, 2003 decreased 71% to $4,000
from $15,000 for six months ended June 30, 2002 following the partial repayment
of loans received from Stockholders.
Share and Option Grants
L.A.M. is required to recognize non-cash expenses which represent the deemed
fair value of grants of stock options and of stock for services, calculated in
accordance with US generally accepted accounting principles. These deemed
non-cash costs, which are accounted for by correspondingly increasing L.A.M.'s
paid in capital, totaled $117,000 for the six months ended June 30, 2003 as
compared to $1,937,000 during the six months ended June 30, 2002. The decrease
is due to options granted to an executive in February 2002 and shares issued to
third parties for services performed in April 2002 that did not recur in the six
months ended June 30, 2003.
The majority of these costs were attributable to shares issued to third parties
for services performed, and to the repricing and extension of a number of
existing options.
Other Expenses
As previously disclosed in the Form 10-KSB filed on April 1, 2003, a hearing was
held on March 26, 2003 before an arbitrator with the American Arbitration
Association relating to an alleged breach of the terms of an agreement between
L.A.M. and an investor relations firm formerly used by L.A.M. at which the
investor relations firm claimed damages of $600,000. In May 2003, L.A.M. learned
that the arbitrator released a decision in favor of the investor relations firm
and awarded damages in the amount of approximately $600,000. The arbitration
decision did not specify a due date for the award. The investor relations
company has contacted L.A.M. indicating that they would like to reach a
negotiated settlement that would not result in damage to L.A.M.'s prospects. We
believe that the settlement may be made through the issuance of shares rather
than a cash payment or possibly a reduced amount of cash and or shares. In
addition, payment may be delayed to a future date or may be structured to occur
over time. At present, the outcome of this process is not determinable and
accordingly L.A.M. has accrued the entire amount plus interest, at a rate of 2%
per annum, as an expense and liability in the financial statements for the six
months ended June 30, 2003.
Liquidity and Sources of Capital
Six Months Ended June 30, 2003
L.A.M.'s cash and cash equivalents as of June 30, 2003 were approximately
$12,000 compared with approximately $210,000 at December 31, 2002. Working
capital deficiency increased from approximately $(757,000) as of December 31,
2002 to $(1,531,000) as of June 30, 2003.
L.A.M.'s operations used approximately $248,000 in cash during the six months
ended June 30, 2003 compared to $681,000 used in the same period in the prior
year. During the current year, changes in L.A.M.'s working capital balances
resulted in a source of cash in the amount of $1,026,000 compared to a use of
cash of $178,000 in the same period in the prior year. Reduced operating
expenses and increased revenue contributed to the remainder of the change in
cash requirements for the six months ended June 30, 2003 compared to the same
period in the prior year.
During this period L.A.M. also spent $26,000 for patents, trademarks, and
equipment purchases.
Sources of cash during the six months ended June 30, 2003 came principally from
advances from Stockholders amounting to $61,000.
L.A.M. is in the process of finalizing financing with a number of individuals
which will provide L.A.M. with funds for its ongoing operating expenses. As of
August 8, 2003 L.A.M. has received funds of approximately $235,000.
L.A.M. is currently undergoing a due diligence process with respect to a multi-
tranche financing earmarked to fund both its ongoing and strategic initiatives.
There can be no guarantee that L.A.M. will receive sufficient funds to implement
its business plan.
Application of Critical Accounting Policies
L.A.M.'s financial statements and accompanying notes are prepared in accordance
with generally accepted accounting principles in the United States. Preparing
financial statements requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenue, and expenses. These
estimates and assumptions are affected by management's application of accounting
policies. Critical accounting policies for L.A.M. include revenue recognition,
inventory valuation and accounting for income taxes.
L.A.M. recognizes revenue in accordance with Staff Accounting Bulletin No. 101,
"Revenue Recognition in Financial Statements". L.A.M. recognizes revenue when it
is realized or realizable and earned. L.A.M. considers revenue realized or
realizable when the product has been shipped to the customer, the sales price is
fixed or determinable and collectibility is reasonably assured. L.A.M. reduces
revenue for estimated customer returns.
Inventory is comprised of finished goods and raw materials and is stated at the
lower of cost or market. Cost is determined by the first-in, first-out method
and market is based on the lower of replacement cost or net realizable value.
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes," establishes financial accounting and reporting standards for the effect
of income taxes. The objectives of accounting for income taxes are to recognize
the amount of taxes payable or refundable for the current year and deferred tax
liabilities and assets for the future tax consequences of events that have been
recognized in an entity's financial statements or tax returns. All deferred tax
assets have been fully reserved against due to the uncertainty as to when or
whether the tax benefit will be realized.
Plan of Operation
During the twelve months ending June 30, 2004 L.A.M. will:
o Continue the ongoing process of expanding its US sales channels for L.A.M.
IPM Wound Gel(TM).
o Form strategic partnerships focused on the development and marketing of new
IPM based products and acquire revenue producing products that fit well
with L.A.M.'s business strategy.
o Ensure sustained sales ramp up through the effective targeting of the
defined wound healing markets - wound care, home care, nursing homes and
podiatry.
o Seek and identify additional market segments for L.A.M. IPM Wound Gel(TM).
o Continue to develop and commercialize new derivatives of the L.A.M. IPM
Wound Gel(TM).
o Commence commercial sales of its L.A.M. IPM Wound Gel(TM)in Mexico.
o Complete the regulatory approval process for its L.A.M. IPM Wound Gel(TM)
in China and establish initial sales channels in the region.
o Pursue and establish sales representations in other international
locations, namely other Far East countries.
o Seek a European distribution partner and commence the European regulatory
approval process for the Gel.
o Continue the development of other products based on L.A.M.'s proprietary
and patented Ionic Polymer Matrix(TM) technology, including motion
sickness, and skin care.
o Continue to seek strategic relationships with international pharmaceutical
companies that will enable L.A.M. to accelerate the commercial application
of its Ionic Polymer Matrix(TM) based technology.
During this period, L.A.M. expects that it will focus the majority of its
spending on marketing and business development, in particular in respect to its
L.A.M. IPM Wound Gel(TM). L.A.M. plans to use its existing financial resources
as well as revenue streams from the sale of its L.A.M. IPM Wound Gel(TM) to fund
some of its cash requirements during this period. In addition, cash may be
raised through public or private sales of its common stock. 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 other products on a commercial basis.
L.A.M. does not have any material capital commitments. Cash requirements in the
immediate future relate to general business operations including the marketing
and sales of its IPM Wound Gel(TM), and funds, if any, that may be required to
settle the Arbitration award to the investor relations firm.
Due to the previous lack of any significant revenues, to date L.A.M. has relied
upon proceeds from the public and private sale of its common stock and
convertible debentures 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. Until significant revenues commence from the
commercial sale of its products, L.A.M. will be required to fund its operations
through the sale of securities, debt financing or other arrangements. However,
there can be no assurance that such financing will be available or be available
on favorable terms.
Item 3. Controls and Procedures
Joseph T. Slechta, the Company's President, Chief Executive Officer and
Principal Financial Officer, has evaluated the effectiveness of the Company's
disclosure controls and procedures as of a date within 90 days prior to the
filing date of this report (the "Evaluation Date"); and in his opinion the
Company's disclosure controls and procedures ensure that material information
relating to the Company, including the Company's consolidated subsidiaries, is
made know to him by others within those entities, particularly during the period
in which this report is being prepared, so as to allow timely decisions
regarding required disclosure. To the knowledge of Mr. Slechta there have been
no significant changes in the Company's internal controls or in other factors
that could significantly affect the Company's internal controls subsequent to
the Evaluation Date. As a result, no corrective actions with regard to
significant deficiencies or material weakness in the Company's internal controls
were required.
PART II
OTHER INFORMATION
Item 2. Changes in Securities
No shares have been issued in the quarter ended June 30, 2003.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
No exhibits are filed with this report
(b) Reports on Form 8-K
The company filed an 8-K on April 3, 2003 that related to the Company's
year end operating results.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized
L.A.M. PHARMACEUTICAL, CORP.
August __ 2003 By: /s/ Joseph T. Slechta
------------------------------------------
Joseph T. Slechta,
President, Chief Executive Officer
and Principal Financial Officer
CERTIFICATION
In connection with the Quarterly Report of L.A.M. Pharmaceutical, Corp. (the
"Company") on Form 10-QSB for the period ending June 30, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Joseph
T. Slechta, President, Chief Executive Officer and Principal Financial Officer
of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my
knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material
respects the financial condition and results of the Company.
Date: August__, 2003 /s/ Joseph T. Slechta
_________________________________
Joseph T. Slechta
President, Chief Executive Officer
and Principal Financial Officer
CERTIFICATION PURSUANT TO THE
SARBANES-OXLEY ACT
I, Joseph T. Slechta, the President, Chief Executive Officer and Principal
Financial Officer of L.A.M. Pharmaceutical Corp., certify that:
1. I have reviewed this quarterly report on Form 10-QSB of L.A.M. Pharmaceutical
Corp.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to me by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report my conclusions about the effectiveness
of the disclosure controls and procedures based on my evaluation as of the
Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. I have indicated in this quarterly report whether there were significant
changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of my most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: August __, 2003 /s/ Joseph T. Slechta
-----------------------------------
Joseph T. Slechta
President, Chief Executive Officer
and Principal Financial Officer