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UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-QSB/A Amendment No. 1 [X] Quarterly Report under Section 13 or 15(d) of the
Securities Exchange Act of 1934 
 
 Commission file No. 000-30641 L.A.M. PHARMACEUTICAL, CORP. 
 Delaware
    
    52-2278236(State of incorporation)
    
    (I.R.S. Employer Identification Number)
 800 Sheppard Avenue West,
Commercial Unit 1
Toronto, Ontario, Canada M3H 6B4 
 (877) 526-7717 
 Check whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. YES [X]           NO [  ] As of August 10, 2004, we had 58,690,713 issued and outstanding shares of
common stock. 1




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Purpose This Form 10-QSB/A, which amends the Form 10-QSB for the period ended June 30,
2004 of L.A.M. Pharmaceutical, Corp. is being filed solely to amend and restate the
information required by Item 1 of Part I of Form 10-QSB.  
 INDEX PagePART I
    
    FINANCIAL INFORMATIONItem 1
    
    Financial StatementsBalance Sheets at June 30, 2004 (Unaudited) and December 31, 2003
    
    
    4Statements of Changes in Stockholders Equity (Deficit) for the
Three Months Ended June 30, 2004 and 2003 (Unaudited)
    
    
    5Statements of Operations for the Three Months Ended June 30,
2004 and 2003 (Unaudited)
    
    
    6Statements of Operations for the Six Months Ended June 30, 2004
and 2003 (Unaudited)
    
    
    6Statements of Cash Flows for the Six Months Ended June 30, 2004
and 2003 (Unaudited)
    
    
    7Notes to Financial Statements
    
    
    9Section 302 Certification of CEOSection 906 Certification of CEO
  
 PART I
FINANCIAL INFORMATION 
  Item. 1
    
    
    Financial StatementsSee the financial statements filed as part of this report (pages 4 to 11). 2




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L.A.M. PHARMACEUTICAL, CORP. (A DELAWARE CORPORATION)
Lewiston, New York FINANCIAL REPORTS
AT
JUNE 30, 2004 3




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L.A.M. PHARMACEUTICAL, CORP.
(A DELAWARE CORPORATION)
Lewiston, New York 
 BALANCE SHEETS (Unaudited andRestated)
    
    (Restated)June 30,
    
    December 31,2004
    
    2003ASSETSCurrent AssetsCash and Cash Equivalents
    
    $
    399,504
    
    
    $
    25,132Accounts Receivable, net
    
    
    8,109
    
    
    
    8,936Inventory
    
    
    463,207
    
    
    
    482,667Prepaid Expenses
    
    
    100,607
    
    
    
    73,560Total Current Assets
    
    
    971,427
    
    
    
    590,295Property
and Equipment - Net of Accumulated Depreciation
    
    
    86,803
    
    
    
    100,020Other AssetsPatents and
Trademarks - Net of Accumulated Amortization
    
    
    641,702
    
    
    
    591,543Total Assets
    
    $
    1,699,932
    
    
    $
    1,281,858LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)Current LiabilitiesAccounts Payable and Accrued Expenses
    
    $
    716,204
    
    
    $
    1,027,561Current Portion of Deferred Royalty Revenue
    
    
    93,750
    
    
    
    Total Current Liabilities
    
    
    809,954
    
    
    
    1,027,561Other LiabilitiesDue to Stockholders
    
    
    149,545
    
    
    
    149,545Deferred Royalty Revenue
    
    
    94,860
    
    
    
    207,360Total Liabilities
    
    
    1,054,359
    
    
    
    1,384,466Stockholders Equity (Deficit)Common Stock
- $.0001 Par; 150,000,000 and 50,000,000 Shares
Authorized, Respectively; 50,724,473 and 45,809,364
Shares Issued and Outstanding, Respectively
    
    
    5,072
    
    
    
    4,581Additional Paid-In Capital
    
    
    32,946,362
    
    
    
    29,022,904Accumulated Deficit
    
    
    (32,305,861
    )
    
    
    (29,130,093
    )Total Stockholders Equity (Deficit)
    
    
    645,573
    
    
    
    (102,608
    )Total Liabilities and Stockholders Equity (Deficit)
    
    $
    1,699,932
    
    
    $
    1,281,858
 The accompanying notes are an integral part of these financial statements. 4




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L.A.M. PHARMACEUTICAL, CORP.
(A DELAWARE CORPORATION)
Lewiston, New York 
 STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT) Additional
    
    
    
    
    
    TotalNumber
    
    Common
    
    Paid-In
    
    Accumulated
    
    StockholdersOf Shares
    
    Stock
    
    Capital
    
    Deficit
    
    Equity (Deficit)Balance - December 31, 2002 (Restated)
    
    
    27,511,412
    
    
    $
    2,751
    
    
    $
    25,952,644
    
    
    $
    (26,411,739
    )
    
    $
    (456,344
    )Capital Contribution  Interest Expense
    
    
    
    
    
    
    
    
    
    
    4,306
    
    
    
    
    
    
    
    4,306Stock
Options Granted - Compensation for Services Rendered
    
    
    
    
    
    
    
    
    
    
    22,360
    
    
    
    
    
    
    
    22,360Common
Shares Issued - Compensation for Services Rendered
    
    
    335,000
    
    
    
    33
    
    
    
    94,541
    
    
    
    
    
    
    
    94,574Conversion of Convertible Notes
    
    
    1,736,734
    
    
    
    174
    
    
    
    510,426
    
    
    
    
    
    
    
    510,600Receivable on Option Exercise
    
    
    
    
    
    
    
    
    
    
    15,708
    
    
    
    
    
    
    
    15,708Net Loss for the Period (Unaudited)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,429,175
    )
    
    
    (1,429,175
    )Balance  June 30, 2003 (Unaudited and Restated)
    
    
    29,583,146
    
    
    $
    2,958
    
    
    $
    26,599,985
    
    
    $
    (27,840,914
    )
    
    $
    (1,237,971
    )Balance - December 31, 2003 (Restated)
    
    
    45,809,364
    
    
    $
    4,581
    
    
    $
    29,022,904
    
    
    $
    (29,130,093
    )
    
    $
    (102,608
    )Capital Contribution  Interest Expense
    
    
    
    
    
    
    
    
    
    
    3,738
    
    
    
    
    
    
    
    3,738Stock
Options Granted - Compensation for Services Rendered
    
    
    
    
    
    
    
    
    
    
    740,376
    
    
    
    
    
    
    
    740,376Common
Shares Issued - Compensation for Services Rendered
    
    
    481,560
    
    
    
    48
    
    
    
    416,189
    
    
    
    
    
    
    
    416,237Sale of Shares Under the Stock Subscription Agreements
    
    
    300,000
    
    
    
    30
    
    
    
    1,221,980
    
    
    
    
    
    
    
    1,222,010Premium on the Issuance of Warrants
    
    
    
    
    
    
    
    
    
    
    627,635
    
    
    
    
    
    
    
    627,635Warrant Exercise
    
    
    2,133,549
    
    
    
    213
    
    
    
    259,160
    
    
    
    
    
    
    
    259,373Receivable on Option Exercise
    
    
    
    
    
    
    
    
    
    
    580
    
    
    
    
    
    
    
    580Receivable on Sale of Stock Subscription Agreements
    
    
    
    
    
    
    
    
    
    
    94,000
    
    
    
    
    
    
    
    94,000Common Stock Issued in Settlement of Lawsuit
    
    
    2,000,000
    
    
    
    200
    
    
    
    559,800
    
    
    
    
    
    
    
    560,000Net Loss for the Period (Unaudited)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,175,768
    )
    
    
    (3,175,768
    )Balance  June 30, 2004 (Unaudited and Restated)
    
    
    50,724,473
    
    
    $
    5,072
    
    
    $
    32,946,362
    
    
    $
    (32,305,861
    )
    
    $
    645,573
 The accompanying notes are an integral part of these financial statements. 5




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L.A.M. PHARMACEUTICAL, CORP.
(A DELAWARE CORPORATION)
Lewiston, New York 
 STATEMENTS OF OPERATIONS (UNAUDITED) Three Months EndedJune 30,(Restated)2004
    
    2003RevenuesLicensing Revenue
    
    $
    37,500
    
    
    $
    Net Sales
    
    
    17,266
    
    
    
    22,77754,766
    
    
    
    22,777ExpensesCost of Sales
    
    
    4,259
    
    
    
    6,497General and Administrative
    
    
    448,729
    
    
    
    176,891Marketing and Business Development
    
    
    1,138,173
    
    
    
    283,981Research and Development
    
    
    32,895
    
    
    
    44,559Depreciation and Amortization
    
    
    17,901
    
    
    
    17,032Warrant Premium
    
    
    2,928
    
    
    
    Total Expenses
    
    
    1,644,885
    
    
    
    528,960Loss Before Other Expenses
    
    
    (1,590,119
    )
    
    
    (506,183
    )Other ExpensesInterest Expense
    
    
    (1,869
    )
    
    
    (2,153
    )Provision for Arbitration Settlement
    
    
    
    
    
    
    (3,132
    )Total Other Expenses
    
    
    (1,869
    )
    
    
    (5,285
    )Net Loss for the Period
    
    $
    (1,591,988
    )
    
    $
    (511,468
    )Net Loss
per Common Share - Basic and Diluted
    
    $
    (0.03
    )
    
    $
    (0.02
    )Weighted Average Number of Common Shares
Outstanding  Basic and Diluted
    
    
    50,403,814
    
    
    
    29,583,146
 The accompanying notes are an integral part of these financial statements. 6




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L.A.M. PHARMACEUTICAL, CORP.
(A DELAWARE CORPORATION)
Lewiston, New York 
 STATEMENTS OF OPERATIONS (UNAUDITED) Six Months EndedJune 30,(Restated)2004
    
    2003RevenuesLicensing Revenue
    
    $
    37,500
    
    
    $
    Net Sales
    
    
    35,902
    
    
    
    53,62173,402
    
    
    
    53,621ExpensesCost of Sales
    
    
    8,222
    
    
    
    13,285General and Administrative
    
    
    646,616
    
    
    
    350,939Marketing and Business Development
    
    
    1,303,755
    
    
    
    353,213Research and Development
    
    
    64,134
    
    
    
    123,882Depreciation and Amortization
    
    
    35,070
    
    
    
    33,899Warrant Premium
    
    
    627,635
    
    
    
    Total Expenses
    
    
    2,685,432
    
    
    
    875,218Loss Before Other Expenses
    
    
    (2,612,030
    )
    
    
    (821,597
    )Other ExpensesInterest Expense
    
    
    (3,738
    )
    
    
    (4,446
    )Lawsuit Settlement
    
    
    (560,000
    )
    
    
    Provision for Arbitration Settlement
    
    
    
    
    
    
    (603,132
    )Total Other Expenses
    
    
    (563,738
    )
    
    
    (607,578
    )Net Loss for the Period
    
    $
    (3,175,768
    )
    
    $
    (1,429,175
    )Net Loss
per Common Share - Basic and Diluted
    
    $
    (0.06
    )
    
    $
    (0.05
    )Weighted Average Number of Common Shares
Outstanding  Basic and Diluted
    
    
    49,145,124
    
    
    
    29,426,131
 7




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L.A.M. PHARMACEUTICAL, CORP.
(A DELAWARE CORPORATION)
Lewiston, New York 
 STATEMENTS OF CASH FLOWS (UNAUDITED) Six Months EndedJune 30,(Restated)2004
    
    2003Cash Flows from Operating ActivitiesNet Loss for the Period
    
    $
    (3,175,768
    )
    
    $
    (1,429,175
    )Adjustments to Reconcile Net Loss for the Period
to Net Cash Flows from Operating Activities:Depreciation and Amortization
    
    
    35,070
    
    
    
    33,899Capital Contributions:Premium on the Issuance of Warrants
    
    
    627,635
    
    
    
    Deemed Interest Expense on
Loans from Stockholders
    
    
    3,738
    
    
    
    4,306Deferred Royalty Revenue
    
    
    (18,750
    )
    
    
    Share and Option Grants to Consultants
    
    
    1,093,508
    
    
    
    116,934Share Issuance for Lawsuit Settlement
    
    
    560,000
    
    
    
    Provision for Arbitration Settlement
    
    
    
    
    
    
    603,132Changes in Assets and Liabilities:Accounts Receivable
    
    
    827
    
    
    
    3,324Inventory
    
    
    19,460
    
    
    
    31,426Prepaid Expenses
    
    
    (27,047
    )
    
    
    (62,571
    )Accounts Payable and Accrued Expenses
    
    
    (248,252
    )
    
    
    451,023Net Cash Flows from Operating Activities
    
    
    (1,129,579
    )
    
    
    (247,702
    )Cash Flows from Investing ActivitiesPurchase of Property and Equipment
    
    
    
    
    
    
    (1,495
    )Investment in Patents and Trademarks  Net
    
    
    (72,012
    )
    
    
    (24,934
    )Net Cash Flows from Investing Activities
    
    
    (72,012
    )
    
    
    (26,429
    )Cash Flows from Financing ActivitiesProceeds from Exercise of Stock Options
    
    
    580
    
    
    
    15,708Proceeds from the Sale of Shares Under
Share Subscription Agreements
    
    
    1,316,010
    
    
    
    Proceeds from Exercise of Warrants
    
    
    259,373
    
    
    
    Advances from Stockholders
    
    
    
    
    
    
    163,898Repayments to Stockholders
    
    
    
    
    
    
    (103,390
    )Net Cash Flows from Financing Activities
    
    
    1,575,963
    
    
    
    76,216Net Change in Cash and Cash Equivalents
    
    
    374,372
    
    
    
    (197,915
    )Cash and
Cash Equivalents - Beginning of Period
    
    
    25,132
    
    
    
    210,214Cash and
Cash Equivalents - End of Period
    
    $
    399,504
    
    
    $
    12,299
 The accompanying notes are an integral part of these financial statements. -continued- 8




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L.A.M. PHARMACEUTICAL, CORP.
(A DELAWARE CORPORATION)
Lewiston, New York STATEMENTS OF CASH FLOWS (UNAUDITED)  continued Six Months EndedJune 30, 20042004
    
    2003Non-Cash Investing and Financing ActivitiesDebentures Converted to Common Stock
    
    $
    
    
    
    
    
    
    
    $
    510,600SUPPLEMENTAL DISCLOSUREInterest Paid
    
    $
    
    
    
    
    
    
    
    $
    Income Taxes Paid
    
    $
    
    
    
    
    
    
    
    $
    
 The accompanying notes are an integral part of these financial statements. 9




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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  Licensing Revenue Recognition
The Company recognizes royalty revenue based on royalty reports or
related information received from the licensee and when collectability
is reasonably assured.  Sales Revenue RecognitionThe Company recognizes sales revenue when it is realized or realizable
and earned. The Company considers revenue realized or realizable when
the product has been shipped to the customer, the sales price is fixed
or determinable and collectibility is reasonably assured. The Company
reduces revenue for estimated customer returns.  Method of AccountingThe Company maintains its books and prepares its financial statements on
the accrual basis of accounting. Note C -  Inventory  Inventory at period end consisted of the following: June 30,
    
    December 31,2004
    
    2003IPM Wound Gel
    
    $
    461,082
    
    
    $
    480,542Raw Materials
    
    
    2,125
    
    
    
    2,125Inventory
    
    $
    463,207
    
    
    $
    482,667
 10




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L.A.M. PHARMACEUTICAL, CORP.
(A DELAWARE CORPORATION)
Lewiston, New York NOTES TO FINANCIAL STATEMENTS Note D - Share and Option Grants  The Company has stock option plans under which employees, non-employee directors, consultants and investors may be granted options to purchase shares of the Companys common stock. Options have varying vesting and expiration dates.The Company has elected to follow Accounting Principles Board Opinion
(APB) No. 25 and related interpretations in accounting for its
stock-based compensation made to its employees. APB No. 25 requires no
recognition of compensation expense for most of the stock-based
compensation arrangements provided by the Company, namely, broad-based
employee stock purchase plans and option grants where the exercise price
is equal to or less than the market value at the date of grant. However,
APB No. 25 requires recognition of compensation expense for variable
award plans over the vesting periods of such plans, based upon the
then-current market values of the underlying stock. In contrast,
Statement of Financial Accounting Standards (SFAS) No. 123, Accounting
for Stock-Based Compensation, as amended by SFAS No. 148, Accounting for
Stock-Based Compensation  Transition and Disclosure  an amendment of
FASB Statement No. 123, requires recognition of compensation expense for
grants of stock, stock options, and other equity instruments, over the
vesting periods of such grants, based on the estimated grant-date fair
values of those grants. The Company generally uses the straight-line
method of amortization for stock based compensation.Had compensation cost for these plans been determined consistent with
SFAS No. 123, the Companys net loss and net loss per share would have
been adjusted to the following pro forma amounts: For the three months ended
    
    For the six months endedJune 30,
    
    June 30,2004
    
    2003
    
    2004
    
    2003Net lossAs reported
    
    $
    1,591,988
    
    
    $
    511,468
    
    
    $
    3,175,768
    
    
    $
    1,429,175Pro forma
    
    $
    1,591,988
    
    
    $
    506,987
    
    
    $
    3,175,768
    
    
    $
    1,432,693Net Loss per shareAs reported
    
    $
    0.03
    
    
    $
    0.02
    
    
    $
    0.06
    
    
    $
    0.05Pro forma
    
    $
    0.03
    
    
    $
    0.02
    
    
    $
    0.06
    
    
    $
    0.05
 Note E - Restatement In the course of reviewing the Companys financial statements a mechanical
error was discovered in the calculation of the Companys non-cash compensation
expense on the issuance of option grants and the non-cash premium expense on
warrants issued in connection with the Companys private placement in the first
six months of 2004. The restatement to the financial statements resulted in an
additional loss of $726,662 for the three months ended June 30, 2004 and
$1,333,862 for the six months ended June 30, 2004. The restatement had no
effect on the net loss for the three and six months ended June 30, 2003 and on
total shareholders equity at June 30, 2004 or 2003. In addition Note D  Share and Option Grants has been restated to correct
the as reported and pro forma net loss for the three and six months ended June
30, 2004. 11




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Item 6. Exhibits and Reports on Form 8-K Exhibits Exhibit 31.1
    
    Certification by Joseph T. Slectha, President, Chief
Executive Officer, Principal Financial Officer and Chief Accounting Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002Exhibit 32.1
    
    Certification by Joseph T. Slectha, President, Chief
Executive Officer, Principal Financial Officer and Chief Accounting Officer
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes- Oxley Act of 2002
 Reports on Form 8-K  None 
 SIGNATURES In accordance with the requirements of the Securities Exchange Act, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized L.A.M. PHARMACEUTICAL, CORP.October 13, 2004
    
    By:
    
    /s/ Joseph T. SlechtaJoseph T. Slechta, President, Chief Executive Officer, PrincipalFinancial Officer and Chief Accounting Officer
 12