##### Table of Contents



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 April 30, 2004, we had 59,072,570 issued and outstanding shares of
common stock. 1




---



Purpose This Form 10-QSB/A, which amends the Form 10-QSB for the three month period
ended March 31, 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 March 31, 2004 (Unaudited) and December
31, 2003
    
    
    4Statements of Changes in Stockholders Equity (Deficit)
for the Three Months Ended March 31, 2004 and 2003
(Unaudited)
    
    
    5Statements of Operations for the Three Months Ended March
31, 2004 and 2003 (Unaudited)
    
    
    6Statements of Cash Flows for the Three Months Ended March
31, 2004 and 2003 (Unaudited)
    
    
    7Notes to Financial Statements
    
    
    9PART IFINANCIAL INFORMATIONItem. 1 Financial StatementsSee the financial statements filed as part of this report (pages 4 to 11).Section 302 Certification of CEOSection 906 Certification of CEO
  2




---



##### Table of Contents



L.A.M. PHARMACEUTICAL, CORP. (A DELAWARE CORPORATION)
Lewiston, New York FINANCIAL REPORTS
AT
MARCH 31, 2004 3




---



##### Table of Contents



L.A.M. PHARMACEUTICAL, CORP.
(A DELAWARE CORPORATION)
Lewiston, New York 
 BALANCE SHEETS (Unaudited andRestated)
    
    (Restated)March 31,
    
    December 31,2004
    
    2003ASSETSCurrent AssetsCash and Cash Equivalents
    
    $
    782,846
    
    
    $
    25,132Accounts Receivable, net
    
    
    7,746
    
    
    
    8,936Inventory
    
    
    474,768
    
    
    
    482,667Prepaid Expenses
    
    
    73,560
    
    
    
    73,560Total Current Assets
    
    
    1,338,920
    
    
    
    590,295Property and Equipment - Net of Accumulated Depreciation
    
    
    93,411
    
    
    
    100,020Other AssetsPatents and Trademarks - Net of Accumulated Amortization
    
    
    615,870
    
    
    
    591,543Total Assets
    
    $
    2,048,201
    
    
    $
    1,281,858LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)Current LiabilitiesAccounts Payable and Accrued Expenses
    
    $
    817,417
    
    
    $
    1,027,561Total Current Liabilities
    
    
    817,417
    
    
    
    1,027,561Other LiabilitiesDue to Stockholders
    
    
    149,545
    
    
    
    149,545Deferred Royalty Revenue
    
    
    207,360
    
    
    
    207,360Total Liabilities
    
    
    1,174,322
    
    
    
    1,384,466Stockholders Equity (Deficit)Common Stock - $.0001 Par; 150,000,000 and 50,000,000 Shares
Authorized, Respectively; 48,850,473 and 45,809,364
Shares Issued and Outstanding, Respectively
    
    
    4,885
    
    
    
    4,581Additional Paid-In Capital
    
    
    31,582,867
    
    
    
    29,022,904Accumulated Deficit
    
    
    (30,713,873
    )
    
    
    (29,130,093
    )Total Stockholders Equity (Deficit)
    
    
    873,879
    
    
    
    (102,608
    )Total Liabilities and Stockholders Equity (Deficit)
    
    $
    2,048,201
    
    
    $
    1,281,858
 The accompanying notes are an integral part of these financial statements. 4




---



##### Table of Contents



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
    
    
    
    
    
    
    
    
    
    
    2,153
    
    
    
    
    
    
    
    2,153Stock Options Granted -
Compensation for Services Rendered
    
    
    
    
    
    
    
    
    
    
    10,440
    
    
    
    
    
    
    
    10,440Common Shares Issued -
Compensation for Services Rendered
    
    
    335,000
    
    
    
    33
    
    
    
    (79,295
    )
    
    
    
    
    
    
    (79,262
    )Conversion of Convertible Notes
    
    
    1,736,734
    
    
    
    174
    
    
    
    510,426
    
    
    
    
    
    
    
    510,600Receivable on Option Exercise
    
    
    
    
    
    
    
    
    
    
    15,708
    
    
    
    
    
    
    
    15,708Net Loss for the Period (Unaudited)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (917,707
    )
    
    
    (917,707
    )Balance  March 31, 2003 (Unaudited and Restated)
    
    
    29,583,146
    
    
    $
    2,958
    
    
    $
    26,412,076
    
    
    $
    (27,329,446
    )
    
    $
    (914,412
    )Balance - December 31, 2003 - Restated
    
    
    45,809,364
    
    
    $
    4,581
    
    
    $
    29,022,904
    
    
    $
    (29,130,093
    )
    
    $
    (102,608
    )Capital Contribution  Interest Expense
    
    
    
    
    
    
    
    
    
    
    1,869
    
    
    
    
    
    
    
    1,869Stock Options Granted -
Compensation for Services Rendered
    
    
    
    
    
    
    
    
    
    
    12,188
    
    
    
    
    
    
    
    12,188Common Shares Issued -
Compensation for Services Rendered
    
    
    607,560
    
    
    
    61
    
    
    
    110,979
    
    
    
    
    
    
    
    111,040Sale of Shares Under the Stock Subscription Agreements
    
    
    300,000
    
    
    
    30
    
    
    
    958,480
    
    
    
    
    
    
    
    958,510Premium on the Issuance of Warrants
    
    
    
    
    
    
    
    
    
    
    624,707
    
    
    
    
    
    
    
    624,707Warrant Exercise
    
    
    2,133,549
    
    
    
    213
    
    
    
    259,160
    
    
    
    
    
    
    
    259,373Receivable on Option Exercise
    
    
    
    
    
    
    
    
    
    
    580
    
    
    
    
    
    
    
    580Receivable on Sale of Stock Subscription Agreements
    
    
    
    
    
    
    
    
    
    
    32,000
    
    
    
    
    
    
    
    32,000Subscription of Stock in Settlement of Lawsuit
    
    
    
    
    
    
    
    
    
    
    560,000
    
    
    
    
    
    
    
    560,000Net Loss for the Period (Unaudited)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,583,780
    )
    
    
    (1,583,780
    )Balance  March 31, 2004 (Unaudited and Restated)
    
    
    48,850,473
    
    
    $
    4,885
    
    
    $
    31,582,867
    
    
    $
    (30,713,873
    )
    
    $
    873,879
 The accompanying notes are an integral part of these financial statements.




---



##### Table of Contents



L.A.M. PHARMACEUTICAL, CORP.
(A DELAWARE CORPORATION)
Lewiston, New York 
 STATEMENTS OF OPERATIONS (UNAUDITED) (Restated)Three Months EndedMarch 31,2004
    
    2003RevenuesNet Sales
    
    $
    18,636
    
    
    $
    30,844ExpensesCost of Sales
    
    
    3,963
    
    
    
    6,788General and Administrative
    
    
    197,887
    
    
    
    174,048Marketing and Business Development
    
    
    165,582
    
    
    
    69,232Research and Development
    
    
    31,239
    
    
    
    79,323Depreciation and Amortization
    
    
    17,169
    
    
    
    16,867Warrant Premium
    
    
    624,707
    
    
    
    Total Expenses
    
    
    1,040,547
    
    
    
    346,258Loss Before Other Expenses
    
    
    (1,021,911
    )
    
    
    (315,414
    )Other ExpensesInterest Expense
    
    
    (1,869
    )
    
    
    (2,293
    )Provision for Lawsuit Settlement
    
    
    (560,000
    )
    
    
    Provision for Arbitration Settlement
    
    
    
    
    
    
    (600,000
    )Total Other Expenses
    
    
    (561,869
    )
    
    
    (602,293
    )Net Loss for the Period
    
    $
    (1,583,780
    )
    
    $
    (917,707
    )Net Loss per Common Share - Basic and Diluted
    
    $
    (0.03
    )
    
    $
    (0.03
    )Weighted Average Number of Common Shares
Outstanding  Basic and Diluted
    
    
    47,886,434
    
    
    
    29,267,371
 The accompanying notes are an integral part of these financial statements.




---



##### Table of Contents



L.A.M. PHARMACEUTICAL, CORP.
(A DELAWARE CORPORATION)
Lewiston, New York 
 STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months EndedMarch 31,(Restated)2004
    
    2003Cash Flows from Operating ActivitiesNet Loss for the Period
    
    $
    (1,583,780
    )
    
    $
    (917,707
    )Adjustments to Reconcile Net Loss for the Period
to Net Cash Flows from Operating Activities:Depreciation and Amortization
    
    
    17,169
    
    
    
    16,867Capital Contributions:Premium on the Issuance of Warrants
    
    
    624,707
    
    
    
    Deemed Interest Expense on
Loans from Stockholders
    
    
    1,869
    
    
    
    2,153Share and Option Grants to Consultants
    
    
    60,123
    
    
    
    (68,822
    )Provision for Lawsuit Settlement
    
    
    560,000
    
    
    
    Provision for Arbitration Settlement
    
    
    
    
    
    
    600,000Changes in Assets and Liabilities:Accounts Receivable
    
    
    1,190
    
    
    
    4,066Inventory
    
    
    7,899
    
    
    
    16,470Prepaid Expenses
    
    
    
    
    
    
    (3,045
    )Accounts Payable and Accrued Expenses
    
    
    (147,039
    )
    
    
    131,306Net Cash Flows from Operating Activities
    
    
    (457,862
    )
    
    
    (218,712
    )Cash Flows from Investing ActivitiesInvestment in Property and Equipment
    
    
    
    
    
    
    (1,495
    )Investment in Patents and Trademarks  Net
    
    
    (34,887
    )
    
    
    (27,113
    )Net Cash Flows from Investing Activities
    
    
    (34,887
    )
    
    
    (28,608
    )Cash Flows from Financing ActivitiesProceeds from Exercise of Stock Options
    
    
    580
    
    
    
    15,708Proceeds from the Sale of Shares Under
Share Subscription Agreements
    
    
    990,510
    
    
    
    Proceeds from Exercise of Warrants
    
    
    259,373
    
    
    
    Advances from Stockholders
    
    
    
    
    
    
    139,390Net Cash Flows from Financing Activities
    
    
    1,250,463
    
    
    
    155,098Net Change in Cash and Cash Equivalents
    
    
    757,714
    
    
    
    (92,222
    )Cash and Cash Equivalents - Beginning of Period
    
    
    25,132
    
    
    
    210,214Cash and Cash Equivalents - End of Period
    
    $
    782,846
    
    
    $
    117,992
 The accompanying notes are an integral part of these financial statements. -continued-




---



##### Table of Contents



L.A.M. PHARMACEUTICAL, CORP.
(A DELAWARE CORPORATION)
Lewiston, New York STATEMENTS OF CASH FLOWS (UNAUDITED)  continued Three Months EndedMarch 31, 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.




---



##### Table of Contents



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 RecognitionThe 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 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: March 31,
    
    December 31,2004
    
    2003IPM Wound Gel
    
    $
    472,643
    
    
    $
    480,542Raw Materials
    
    
    2,125
    
    
    
    2,125Inventory
    
    $
    474,768
    
    
    $
    482,667
 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. -continued-




---



##### Table of Contents



L.A.M. PHARMACEUTICAL, CORP.
(A DELAWARE CORPORATION)
Lewiston, New York NOTES TO FINANCIAL STATEMENTS Note D - Share and Option Grants - continued  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. The Company adopted the disclosure provisions of SFAS No. 148,
Accounting for Stock-Based Compensation - Transition and Disclosure.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 endedMarch 31,2004
    
    2003Net lossAs reported
    
    $
    1,583,780
    
    
    $
    917,707Pro forma
    
    $
    1,583,780
    
    
    $
    925,706Net Loss per shareAs reported
    
    $
    0.03
    
    
    $
    0.03Pro forma
    
    $
    0.03
    
    
    $
    0.03
 Note E - Common Stock  During the three months ended March 31, 2004 the Company sold units of
the Companys common stock in which each unit consists of 1,000 shares
of the Companys common stock plus 750 warrants. Each warrant will
entitle the holder to purchase one share of the Companys common stock
as follows:  
    
    One third of warrants may be exercised at any time
prior to June 30, 2005 at prices ranging from $0.35 to $0.60 per
share  
    
    One third of warrants may be exercised at any time
prior to December 31, 2005 at prices ranging from $0.35 to $0.75
per share  
    
    One third of warrants may be exercised at any time
prior to June 30, 2006 at prices ranging from $0.55 to $1.00 per
share  As of March 31, 2004 the Company sold 5,512,000 shares of its common
stock, plus warrants for the purchase of an additional 4,134,000 shares
for proceeds amounting to $1,229,760 to 33 investors. As of March 31,
2004 the Company has not issued the common stock in relation to the
subscription agreements. Note F -  Commitments & Contingencies  In March 2004, a consultant filed a lawsuit with the District
Court of Montreal in Quebec, Canada in the amount of $2.8 million
against the Company and one of its directors alleging that the
Company failed to issue shares of its common stock to the
individual for services rendered during the periods of 2001 and
2002. On April 26, 2004 the Company and the consultant reached an
out of court settlement of the lawsuit which resulted in the
issuance of two million shares of its common stock. The Company
has recorded $560,000, the effect of the settlement, in the
financial statements for the three months ended March 31, 2004.




---



##### Table of Contents



Note G -  Restatement  The financial statements have been restated to reclassify the
amounts related to shares and option grants to general and
administrative, marketing and business development expenses in
order to be consistent with similar expenses paid in cash. The
Company has also restated the financial statements as a result of
a mechanical error in the calculation of the non-cash
compensation expense on options granted and the non-cash premium
expense on the warrants issued in connection with the Companys
private placement in the first quarter of 2004. The restatement
in the compensation expense and warrant premium resulted in an
additional loss of $607,200 for the quarter ended March 31, 2004.
The restatements had no effect on total stockholders equity at
March 31, 2004 or 2003. Restated
    
    Originally Reported
    
    Restated
    
    Originally ReportedThree Months Ended March 31,
    
    2004
    
    2004
    
    2003
    
    2003General and Administrative
    
    
    197,887
    
    
    
    175,152
    
    
    
    174,048
    
    
    
    159,997Marketing and Business Development
    
    
    165,582
    
    
    
    128,194
    
    
    
    69,232
    
    
    
    152,105Share and Option Grants to Officers,
Directors, Investors and Consultants
    
    
    
    
    
    
    52,389
    
    
    
    
    
    
    
    (68,822
    )Warrant Premium
    
    
    624,707
    
    
    
    25,241
    
    
    
    
    
    
    
    
  In addition Note D  Share and Option Grants has been restated to
correct the pro forma net loss for the three months ended March 31,
2003. The as reported and pro forma net loss for the three months ended
March 31, 2004 has also been restated. Item 6. Exhibits and Reports on Form 8-K Exhibits Exhibit 31.1
    
    Certification by Joseph T. Slechta, President, Chief
Executive Officer, Principal Financial
Officer and Chief Accounting Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act
of 2002Exhibit 32.1
    
    Certification by Joseph T. Slechta, President, Chief
Executive Officer, Principal Financial Officer and Chief Accounting Officer
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
 Reports on Form 8-K  None




---



##### Table of Contents



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