---

**UNITED STATESSECURITIES AND EXCHANGE COMMISSION** Washington, D.C. 20549

FORM 10-QSB

x Quarterly
  Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 
  For the quarterly period ended**June 30, 2005**or

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

Commission file No. 000-30641

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

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

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

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

Check whether the registrant: (1) has filed all reports required
  to be filed by Section 13 or 15 (d) of the 
  Securities Exchange Act of 1934 during the past 12 months (or for such shorter
  period that the registrant was 
  required to file such reports), and (2) has been subject to such filing requirements
  for the past 90 days.

YES x 
  NO  ̈

As of August 12, 2004, we had 93,461,389 issued and outstanding shares of common stock.

1

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INDEX

|PART I  |        | FINANCIAL INFORMATION                                                                                                     |   
|------- | ------ | ------------------------------------------------------------------------------------------------------------------------- | --
|        |        |                                                                                                                           |   
|        | Item 1 | Financial Statements                                                                                                      |   
|        |        |                                                                                                                           |   
|        |        | Balance Sheets at June 30, 2005 (Unaudited)
      and December 31, 2004                                                   | 4 
|        |        |                                                                                                                           |   
|        |        | Statements of Changes in Stockholders’
      Equity (Deficit) for the Six Months Ended June 30, 2005 and 2004 (Unaudited) | 5 
|        |        |                                                                                                                           |   
|        |        | Statements of Operations for the Three Months
      Ended June 30, 2005 and 2004 (Unaudited)                              | 6 
|        |        |                                                                                                                           |   
|        |        | Statements of Operations for the Six Months
      Ended June 30, 2005 and 2004 (Unaudited)                                | 7 
|        |        |                                                                                                                           |   
|        |        | Statements of Cash Flows for the Six Months
      Ended June 30, 2005 and 2004 (Unaudited)                                | 8 
|        |        |                                                                                                                           |   
|        |        | Notes to Financial Statements                                                                                             | 10
|        |        |                                                                                                                           |   
|        | Item 2 | Management’s Discussion and Analysis
      of Financial Condition or Plan of Operation                                    | 12
|        |        |                                                                                                                           |   
|        | Item 3 | Controls and Procedures                                                                                                   | 16
|        |        |                                                                                                                           |   
|PART II |        | OTHER INFORMATION                                                                                                         |   
|        |        |                                                                                                                           |   
|        | Item 2 | Changes in Securities                                                                                                     | 17
|        |        |                                                                                                                           |   
|        | Item 6 | Exhibits                                                                                                                  | 17

2

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PART IFINANCIAL INFORMATION

Item 1.            
  Financial Statements

L.A.M. PHARMACEUTICAL, CORP.

(A DELAWARE CORPORATION)
  Lewiston, New York

| |                                                  | 
| | ------------------------------------------------ | 
| | FINANCIAL REPORTS 
      AT 
      JUNE 30, 2005 | 



3

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

|                                                               |   | (Unaudited) |   |   |              |  
|-------------------------------------------------------------- | - | ----------- | - | - | ------------ | -
|                                                               |   | June 30,    |   |   | December 31, |  
|                                                               |   | 2005        |   |   | 2004         |  
|                                                               |   |             |   |   |              |  
|ASSETS                                                         |   |             |   |   |              |  
|                                                               |   |             |   |   |              |  
|Current Assets                                                 |   |             |   |   |              |  
|Cash and Cash Equivalents                                      | $ | 73,583      |   | $ | 65,866       |  
|Accounts Receivable, net                                       |   | 204,111     |   |   | 4,795        |  
|Inventory                                                      |   | —           |   |   | 440,746      |  
|Prepaid Expenses                                               |   | 63,328      |   |   | 75,879       |  
|                                                               |   |             |   |   |              |  
|Total Current Assets                                           |   | 341,022     |   |   | 587,286      |  
|                                                               |   |             |   |   |              |  
|Property and Equipment - Net of Accumulated Depreciation       |   | 32,737      |   |   | 73,587       |  
|                                                               |   |             |   |   |              |  
|Other Assets                                                   |   |             |   |   |              |  
|Patents and Trademarks - Net of Accumulated Amortization       |   | 629,049     |   |   | 634,629      |  
|                                                               |   |             |   |   |              |  
|Total Assets                                                   | $ | 1,002,808   |   | $ | 1,295,502    |  
|                                                               |   |             |   |   |              |  
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                 |   |             |   |   |              |  
|                                                               |   |             |   |   |              |  
|Current Liabilities                                            |   |             |   |   |              |  
|Accounts Payable and Accrued Expenses                          | $ | 832,054     |   | $ | 864,525      |  
|Current Portion of Deferred Licensing Revenue                  |   | 132,360     |   |   | 131,250      |  
|                                                               |   |             |   |   |              |  
|Total Current Liabilities                                      |   | 964,414     |   |   | 995,775      |  
|                                                               |   |             |   |   |              |  
|Other Liabilities                                              |   |             |   |   |              |  
|Due to Stockholders                                            |   | 169,545     |   |   | 149,545      |  
|Deferred Licensing Revenue                                     |   | —           |   |   | 19,860       |  
|                                                               |   |             |   |   |              |  
|Total Liabilities                                              |   | 1,133,959   |   |   | 1,165,180    |  
|                                                               |   |             |   |   |              |  
|Stockholders' Equity (Deficit)                                 |   |             |   |   |              |  
|Common Stock -$.0001
      Par; 150,000,000 Shares Authorized; |   |             |   |   |              |  
|81,348,713 and 66,115,713 Shares                               |   |             |   |   |              |  
|Issued and Outstanding, Respectively                           |   | 8,135       |   |   | 6,611        |  
|Additional Paid-In Capital                                     |   | 34,708,608  |   |   | 33,234,036   |  
|Accumulated Deficit                                            |   | (34,847,894 | ) |   | (33,110,325  | )
|                                                               |   |             |   |   |              |  
|Total Stockholders' Equity (Deficit)                           |   | (131,151    | ) |   | 130,322      |  
|                                                               |   |             |   |   |              |  
|Total Liabilities and Stockholders' Equity (Deficit)           | $ | 1,002,808   |   | $ | 1,295,502    |  

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
      STATEMENTSOFCHANGESINSTOCKHOLDERS'EQUITY(DEFICIT)
|----------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                                        |            |  |   |        |  |   | Additional |  |   |             |   |   | Total            |  
|----------------------------------------------------------------------- | ---------- |  | - | ------ |  | - | ---------- |  | - | ----------- | - | - | ---------------- | -
|                                                                        | Number     |  |   | Common |  |   | Paid-In    |  |   | Accumulated |   |   | Stockholders'    |  
|                                                                        | of Shares  |  |   | Stock  |  |   | Capital    |  |   | Deficit     |   |   | Equity (Deficit) |  
|Balance - December 31, 2003                                             | 45,809,364 |  | $ | 4,581  |  | $ | 29,022,904 |  | $ | (29,130,093 | ) | $ | (102,608         | )
|                                                                        |            |  |   |        |  |   |            |  |   |             |   |   |                  |  
|Capital Contribution – Interest Expense                                 | —          |  |   | —      |  |   | 3,738      |  |   | —           |   |   | 3,738            |  
|Stock Options Granted -                                                 |            |  |   |        |  |   |            |  |   |             |   |   |                  |  
|Compensation
      for Services Rendered                                | —          |  |   | —      |  |   | 740,376    |  |   | —           |   |   | 740,376          |  
|Common Shares Issued -                                                  |            |  |   |        |  |   |            |  |   |             |   |   |                  |  
|Compensation
      for Services Rendered                                | 481,560    |  |   | 48     |  |   | 416,189    |  |   | —           |   |   | 416,237          |  
|Sale of Shares Under the Stock Subscription Agreements                  | 300,000    |  |   | 30     |  |   | 1,221,980  |  |   | —           |   |   | 1,222,010        |  
|Proceeds from Warrant Exercise                                          | 2,133,549  |  |   | 213    |  |   | 259,160    |  |   | —           |   |   | 259,373          |  
|Premium on the Issuance of Warrants                                     | —          |  |   | —      |  |   | 627,635    |  |   | —           |   |   | 627,635          |  
|Common Stock Issued in Settlement of Lawsuit                            | 2,000,000  |  |   | 200    |  |   | 559,800    |  |   | —           |   |   | 560,000          |  
|Collection of Receivable on Option Exercise                             | —          |  |   | —      |  |   | 580        |  |   | —           |   |   | 580              |  
|Collection of Receivable on Sale of Stock Subscription
      Agreements | —          |  |   | —      |  |   | 94,000     |  |   | —           |   |   | 94,000           |  
|Net Loss for the Period (Unaudited)                                     | —          |  |   | —      |  |   | —          |  |   | (3,175,768  | ) |   | (3,175,768       | )
|                                                                        |            |  |   |        |  |   |            |  |   |             |   |   |                  |  
|Balance – June 30, 2004 (Unaudited)                                     | 50,724,473 |  | $ | 5,072  |  | $ | 32,946,362 |  | $ | (32,305,861 | ) | $ | 645,573          |  
|                                                                        |            |  |   |        |  |   |            |  |   |             |   |   |                  |  
|Balance - December 31, 2004                                             | 66,115,713 |  | $ | 6,611  |  | $ | 33,234,036 |  | $ | (33,110,325 | ) | $ | 130,322          |  
|                                                                        |            |  |   |        |  |   |            |  |   |             |   |   |                  |  
|Capital Contribution – Interest Expense                                 | —          |  |   | —      |  |   | 5,136      |  |   | —           |   |   | 5,136            |  
|Stock Options Granted -                                                 |            |  |   |        |  |   |            |  |   |             |   |   |                  |  
|Compensation
      for Services Rendered                                | —          |  |   | —      |  |   | 3,622      |  |   | —           |   |   | 3,622            |  
|Common Shares Issued -                                                  |            |  |   |        |  |   |            |  |   |             |   |   |                  |  
|Compensation
      for Services Rendered                                | 15,233,000 |  |   | 1,524  |  |   | 1,171,979  |  |   | —           |   |   | 1,173,503        |  
|Sale of Shares Under the Stock Subscription Agreements                  | —          |  |   | —      |  |   | 293,835    |  |   | —           |   |   | 293,835          |  
|Net Loss for the Period (Unaudited)                                     | —          |  |   | —      |  |   | —          |  |   | (1,737,569  | ) |   | (1,737,569       | )
|                                                                        |            |  |   |        |  |   |            |  |   |             |   |   |                  |  
|Balance – June 30, 2005 (Unaudited)                                     | 81,348,713 |  | $ | 8,135  |  | $ | 34,708,608 |  | $ | (34,847,894 | ) | $ | (131,151         | )

Theaccompanyingnotes are anintegralpart of thesefinancialstatements.

5

---

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

|                                              |   | Three Months Ended |  
|--------------------------------------------- | - | ------------------ | -
|                                              |   | June 30,           |  
|                                              |   | 2005               |  
|                                              |   |                    |  
|Revenues                                      |   |                    |  
|Licensing and Royalty Revenue                 | $ | 37,500             |  
|Net Sales                                     |   | 6,267              |  
|                                              |   |                    |  
|Total Revenue                                 |   | 43,767             |  
|                                              |   |                    |  
|Expenses                                      |   |                    |  
|Cost of Sales                                 |   | 70,831             |  
|General and Administrative                    |   | 111,562            |  
|Marketing and Business Development            |   | 291,606            |  
|Research and Development                      |   | 5,411              |  
|Depreciation and Amortization                 |   | 18,524             |  
|                                              |   |                    |  
|Total Expenses                                |   | 497,934            |  
|                                              |   |                    |  
|Loss Before Other Expenses                    |   | (454,167           | )
|                                              |   |                    |  
|Other Expenses                                |   |                    |  
|Loss on Disposal of Leasehold Improvements    |   | 27,633             |  
|Premium on Issuance of Warrants               |   | —                  |  
|Interest Expense                              |   | 2,706              |  
|                                              |   |                    |  
|Total Other Expenses                          |   | 30,339             |  
|                                              |   |                    |  
|Net Loss for the Period                       | $ | (484,506           | )
|                                              |   |                    |  
|Net Loss per Common Share - Basic and Diluted | $ | (0.01              | )
|                                              |   |                    |  
|                                              |   |                    |  
|Weighted Average Number of Common Shares      |   |                    |  
|Outstanding – Basic and Diluted               |   | 78,259,153         |  

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

6

---

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

|                                                    |   | Six Months Ended |  
|--------------------------------------------------- | - | ---------------- | -
|                                                    |   | June 30,         |  
|                                                    |   | 2005             |  
|                                                    |   |                  |  
|Revenues                                            |   |                  |  
|Licensing and Royalty Revenue                       | $ | 75,000           |  
|Net Sales                                           |   | 181,487          |  
|                                                    |   |                  |  
|Total Revenue                                       |   | 256,487          |  
|                                                    |   |                  |  
|Expenses                                            |   |                  |  
|Cost of Sales                                       |   | 434,437          |  
|General and Administrative                          |   | 314,334          |  
|Marketing and Business Development                  |   | 1,154,082        |  
|Research and Development                            |   | 21,448           |  
|Depreciation and Amortization                       |   | 36,986           |  
|                                                    |   |                  |  
|Total Expenses                                      |   | 1,961,287        |  
|                                                    |   |                  |  
|Loss Before Other Expenses                          |   | (1,704,800       | )
|                                                    |   |                  |  
|Other Expenses                                      |   |                  |  
|Loss on Disposal of Leasehold Improvements          |   | 27,633           |  
|Premium on Issuance of Warrants                     |   | —                |  
|Interest Expense                                    |   | 5,136            |  
|Lawsuit Settlement                                  |   | —                |  
|                                                    |   |                  |  
|Total Other Expenses                                |   | 32,769           |  
|                                                    |   |                  |  
|Net Loss for the Period                             | $ | (1,737,569       | )
|                                                    |   |                  |  
|Net Loss per Common Share - Basic
      and Diluted | $ | (0.02            | )
|                                                    |   |                  |  
|Weighted Average Number of Common Shares            |   |                  |  
|Outstanding – Basic and Diluted                     |   | 76,460,166       |  

7

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

|                                                   |   | Six Months Ended |  
|-------------------------------------------------- | - | ---------------- | -
|                                                   |   | June 30,         |  
|                                                   |   | 2005             |  
|Cash Flows from Operating Activities               |   |                  |  
|                                                   |   |                  |  
|Net Loss for the Period                            | $ | (1,737,569       | )
|                                                   |   |                  |  
|Adjustments to Reconcile Net Loss for the Period   |   |                  |  
|to
      Net Cash Flows from Operating Activities: |   |                  |  
|Depreciation and Amortization                      |   | 36,986           |  
|Capital Contributions:                             |   |                  |  
|Premium on the Issuance of Warrants                |   | —                |  
|Deemed Interest Expense on                         |   |                  |  
|Loans
      from Stockholders                      |   | 5,136            |  
|Deferred Licensing Revenue                         |   | (18,750          | )
|Share and Option Grants to Consultants             |   | 1,075,125        |  
|Shares Issued for Lawsuit Settlement               |   | —                |  
|Inventory Obsolescence Reserve                     |   | 326,682          |  
|Loss on Disposal of Leasehold Improvements         |   | 27,633           |  
|                                                   |   |                  |  
|Changes in Assets and Liabilities:                 |   |                  |  
|Accounts Receivable                                |   | (199,316         | )
|Inventory                                          |   | 114,064          |  
|Prepaid Expenses                                   |   | 12,551           |  
|Accounts Payable and Accrued Expenses              |   | 69,529           |  
|Net Cash Flows from Operating Activities           |   | (287,929         | )
|                                                   |   |                  |  
|Cash Flows from Investing Activities               |   |                  |  
|Investment in Patents and Trademarks – Net         |   | (18,189          | )
|Net Cash Flows from Investing Activities           |   | (18,189          | )
|                                                   |   |                  |  
|Cash Flows from Financing Activities               |   |                  |  
|Proceeds from Exercise of Stock Options            |   | —                |  
|Proceeds from the Sale of Shares Under             |   |                  |  
|Share
      Subscription Agreements                |   | 293,835          |  
|Advances from Stockholders                         |   | 20,000           |  
|Proceeds from Exercise of Warrants                 |   | —                |  
|Net Cash Flows from Financing Activities           |   | 313,835          |  
|                                                   |   |                  |  
|Net Change in Cash and Cash Equivalents            |   | 7,717            |  
|Cash and Cash Equivalents - Beginning of Period    |   | 65,866           |  
|Cash and Cash Equivalents - End of Period          | $ | 73,583           |  

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

-continued-

8

---

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

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

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

9

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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.                                                  
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|         | Reclassifications                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|         | Certain amounts in the prior year financial
        statements have been reclassified to conform with the current year presentation.
        The reclassifications made to the prior year have no impact on the net
        loss, or overall presentation of the financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Note B - | Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|         | Revenue Recognition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|         | Royalty Revenue Recognition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|         | The Company recognizes royalty revenue
        based on royalty reports or related information received from the licensee
        and when collectibility is reasonably assured.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|         | Sales Revenue Recognition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|         | The Company recognizes sales revenue
        when it is realized or realizable and earned. The Company considers revenue
        realized or realizable when the product has been shipped to the customer,
        the sales price is fixed or determinable and collectibility is reasonably
        assured. The Company reduces revenue for estimated customer returns.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|         | Method of Accounting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|         | The Company maintains its books and prepares
        its financial statements on the accrual basis of accounting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Note C - | Inventory                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|         | Inventory is comprised of finished goods
        and raw materials and is stated at the lower of cost or market. Cost is
        determined by the first-in, first-out method and market is based on the
        lower of replacement cost or net realizable value. If the cost of the
        inventories exceeds expected market value, provisions are recorded currently
        for the difference between the cost and the market value. These provisions
        are determined based on estimates. The valuation of inventories also requires
        the Company to estimate excess inventories and inventories that are not
        saleable. The determination of excess or non-saleable inventories requires
        the Company to estimate the future demand for the Company’s product
        and consider                                                                                         
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|         | -continued-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

10

---

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

|Note C - | Inventory - continued                                                                                                                                                                                                                                                                                                           
|-------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         | the shelf life of the inventory. The
        Company has revised its estimate of the demand for the Company’s 
        product and recorded an inventory obsolescence provision for the estimated
        excess inventory as at June  30, 2005 in the amount of $326,682,
        due to the product expiration in August 2005.

| |                        |   | June 30, |   |   | December 31, | 
| | ---------------------- | - | -------- | - | - | ------------ | 
| |                        |   | 2005     |   |   | 2004         | 
| |                        |   |          |   |   |              | 
| | IPM Wound GelTM        | $ | 326,682  |   | $ | 438,621      | 
| | Raw Materials          |   | —        |   |   | 2,125        | 
| |                        |   | 326,682  |   |   | 440,746      | 
| | Inventory Obsolescence |   | (326,682 | ) |   | —            | 
| |                        |   |          |   |   |              | 
| | Inventories            | $ | —        |   | $ | 440,746      | 

|Note D - | Share and Option Grants                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         | The Company has stock option plans under
        which employees, non-employee directors, consultants and investors may
        be granted options to purchase shares of the Company’s common stock.
        Options have varying vesting and expiration dates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|         | The Company has elected to follow Accounting
        Principles Board Opinion (APB) No. 25 and related interpretations in accounting
        for its stock-based compensation made to its employees. APB No. 25 requires
        no recognition of compensation expense for most of the stock-based compensation
        arrangements provided by the Company, namely, broad-based employee stock
        purchase plans and option grants where the exercise price is equal to
        or less than the market value at the date of grant. However, APB No. 25
        requires recognition of compensation expense for variable award plans
        over the vesting periods of such plans, based upon the then-current market
        values of the underlying stock. In contrast, Statement of Financial Accounting
        Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, as
        amended by SFAS No. 148, Accounting for Stock-Based Compensation –
        Transition and Disclosure – an amendment of FASB Statement No. 123,
        requires recognition of compensation expense for grants of stock, stock
        options, and other equity instruments, over the vesting periods of such
        grants, based on the estimated grant-date fair values of those grants.
        The Company generally uses the straight-line method of amortization for
        stock based compensation.
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|         | Had compensation cost for these plans
        been determined consistent with SFAS No. 123, the Company’s net
        loss and net loss per share would have been adjusted to the following
        pro forma amounts:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

| |                    |   | For the Three Months Ended |  |   | For the Six Months Ended | 
| | ------------------ | - | -------------------------- |  | - | ------------------------ | 
| |                    |   | June 30, 2005              |  |   | June 30, 2005            | 
| |                    |   |                            |  |   |                          | 
| | Net loss           |   |                            |  |   |                          | 
| | As reported        | $ | 484,506                    |  | $ | 1,591,988                | 
| | Pro forma          | $ | 484,506                    |  | $ | 1,591,988                | 
| | Net Loss per share |   |                            |  |   |                          | 
| | As reported        |   | $0.01                      |  |   | $0.03                    | 
| | Pro forma          |   | $0.01                      |  |   | $0.03                    | 

|Note E - | Concentrations                                                                                                                           
|-------- | -----------------------------------------------------------------------------------------------------------------------------------------
|         |                                                                                                                                          
|         | During the period ended June
        30, 2005, the Company generated sales from one customer representing 88%
        of total net sales.

11

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

|Note F - | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         | The Company’s financial statements
        have been presented on the basis that it is a going concern, which contemplates
        the realization of assets and the satisfaction of liabilities in the normal
        course of business. The Company has reported recurring negative cash flows
        from operations and recurring net losses, which has resulted in an accumulated
        deficit of $34,847,894 at June 30, 2005. These conditions raise substantial
        doubt about the Company’s ability to continue as a going concern.
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|         | The Company’s continued existence
        is dependent upon its ability to raise capital or to successfully market
        and sell its products. The financial statements do not include any adjustments
        that might be necessary should the Company be unable to continue as a
        going concern.                                                                                                                                                                                                                                        

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

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

Overview

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

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

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

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

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

12

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Our
  revenue in the first six months of 2005 increased to $256,000 compared to
  $73,000 in the same period in the prior year. This increase in revenue is
  primarily attributable to increased sales of our IPM Wound GelTM to our distributor
  in China and licensing and royalty revenue that did not occur until the second
  quarter of 2004. Our operating expenses decreased from $2,058,000 in 2004
  to $1,961,000 in 2005 primarily as a result of an overall decrease in general
  and administrative and marketing and business development expenses, offset by
  the addition of an inventory obsolescence reserve. Net loss for the six months
  decreased to $1,737,000 in 2005 compared to $3,176,000 in 2004.

Selected Financial Data

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

Income Statement Data:

|                   |   | For the Six Months Ended |   |           
|------------------ | - | ------------------------ | - | ----------
|                   |   | June 30,                 |   | Percentage
|                   |   | 2005                     |   |           
|Revenue            | $ | 256,487                  |   |           
|Operating Expenses |   | 1,961,287                |   |           
|Other Expenses     |   | 32,769                   |   |           
|Net Loss           | $ | (1,737,569               | ) | $         

Balance Sheet Data:

|                               | As at               |   |                    
|------------------------------ | ------------------- | - | -------------------
|                               | June 30, 2005       |   | December 31, 2004  
|Current Assets                 | $           341,022 |   | $           587,286
|Total Assets                   | 1,002,808           |   | 1,295,502          
|Current Liabilities            | 964,414             |   | 995,775            
|Total Liabilities              | 1,133,959           |   | 1,165,180          
|Working Capital (Deficiency)   | (623,392            | ) | (408,489           
|Stockholders' Equity (Deficit) | (131,151            | ) | 130,322            

Results of Operations

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

Revenues

In
  May 2004 Ixora Bio-Medical Co. (“Ixora”) announced that it had commenced
  commercial sales of IxoraTM for Women. Upon commencement of commercial sales
  of this OTC product, Ixora is required to pay us royalties of 6.5% of all net
  sales with a minimum royalty payment of $75,000 for the first year and $150,000
  for the second year of sales. During the three months ended June 30, 2005 we
  recorded royalty revenue of $37,500.

Sales
  of our IPM Wound GelTM during the second quarter of 2005 decreased by $11,000
  to $6,000 from sales in the same quarter of 2004 of $17,000. The decrease
  in sales resulted from the approach of the product’s expiry date in the
  third quarter of 2005.

Cost of Goods Sold

Cost
  of Goods Sold for the three months ended June 30, 2005 were $71,000, representing
  an increase of $67,000 from $4,000 in 2004. The increase includes an
  overall decrease in sales and a charge for obsolete inventory of $70,000.
  The gross profit percentage of 81% for the first quarter of 2005 increased when
  compared to 75% for the first quarter of 2004.

13

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General and Administrative Expenses

General
  and administrative expenses for the three months ended June 30, 2005 decreased
  $337,000 to $112,000 from $449,000 for the three months ended June
  30, 2004. The decrease resulted from investor relations expenses incurred in
  2004 that did not incur in the current year, an increase in 2004 officers’
  salaries as a result of a bonus related to regulatory approval in China and
  the company’s continuing its efforts to reduce ongoing operating costs.

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

|                                           | Three months ended
|------------------------------------------ | ------------------
|                                           | June 30,          
|                                           | 2005              
|Officers’ salaries                         | $   16,200        
|Employee salaries and benefits             | 16,522            
|Investor relations                         | 5,238             
|Legal and auditing (including SEC filings) | 29,663            
|Insurance                                  | 1,205             
|Shares and options issued to consultants   | 23,636            
|Other expenses                             | 19,098            
|Total                                      | 111,562           

Marketing and Business Development Expense

Marketing
  and business development expense for the three months ended June 30, 2005 decreased
  $846,000 to $292,000 from $1,138,000 for the three months ended
  June 30, 2004. The decrease resulted from a reduction of costs relating non-cash
  charge for the issuance of shares to companies for services rendered regarding
  potential acquisitions and partnership opportunities.

Research and Development Expense

Research
  and development expenses for the three months ended June 30, 2005 decreased
  $28,000 to $5,000 from $33,000 for the three months ended June 30,
  2004. We have chosen to reduce our research and development expenditures in
  order to focus on establishing our existing products in the market place. Costs
  incurred during the quarter represent fixed costs of running our R&D department.
  As our products obtain acceptance and adequate cash resources become available
  we will increase our research and development expenditures and accelerate the
  development of additional products.

Six months Ended June 30, 2005 compared with Six Months
  Ended June 30, 2004

Revenues

In
  May 2004 Ixora Bio-Medical Co. (“Ixora”) announced that it had commenced
  commercial sales of IxoraTM for Women. Upon commencement of commercial sales
  of this OTC product, Ixora is required to pay us royalties of 6.5% of all net
  sales with a minimum royalty payment of $75,000 for the first year and $150,000
  for the second year of sales. During the six months ended June 30, 2005 we recorded
  royalty revenue of $56,250 and have taken into income a portion of the deferred
  royalty revenue equal to the royalty payments received of $18,750.

Sales
  of our IPM Wound GelTM during the first half of 2005 increased by $145,000
  to $181,000 from sales in the same quarter of 2004 of $36,000. The increase
  in sales resulted from our efforts in distributing our product in China.

Cost of Goods Sold

Cost
  of Goods Sold for the six months ended June 30, 2005 were $434,000, representing
  an increase of $426,000 from $8,000 in 2004. The increase includes an
  overall increase in sales and a charge for obsolete inventory of $327,000.
  The gross profit percentage of 41% for the first half of 2005 decreased when
  compared to 77% for the

14

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half quarter of 2004. The decrease in the gross profit percentage
  resulted from lower margin sales to our distributor in China.

General and Administrative Expenses

General
  and administrative expenses for the six months ended June 30, 2005 decreased
  $333,000 to $314,000 from $647,000 for the three months ended June
  30, 2004. The decrease resulted from investor relations expenses incurred in
  2004 that did not incur in the current year, an increase in 2004 officers’
  salaries as a result of a bonus related to regulatory approval in China and
  the company’s continuing its efforts to reduce ongoing operating costs.

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

|                                           | Six months ended
|------------------------------------------ | ----------------
|                                           | June 30,        
|                                           | 2005            
|Officers’ salaries                         | $   25,825      
|Employee salaries and benefits             | 38,076          
|Investor relations                         | 13,639          
|Financial consulting                       | 13,527          
|Legal and auditing (including SEC filings) | 42,291          
|Insurance                                  | 10,100          
|Shares and options issued to consultants   | 96,022          
|Other expenses                             | 74,854          
|Total                                      | 314,334         

Marketing and Business Development Expense

Marketing
  and business development expense for the six months ended June 30, 2005 decreased
  $150,000 to $1,154,000 from $1,304,000 for the six months ended
  June 30, 2004. The decrease resulted from a reduction of costs relating non-cash
  charge for the issuance of shares to companies for services rendered regarding
  potential acquisitions and partnership opportunities.

Research and Development Expense

Research
  and development expenses for the six months ended June 30, 2005 decreased $43,000
  to $21,000 from $64,000 for the six months ended June 30, 2004. We have
  chosen to reduce our research and development expenditures in order to focus
  on establishing our existing products in the market place. Costs incurred during
  the current year represent fixed costs of running our R&D department. As
  our products obtain acceptance and adequate cash resources become available
  we will increase our research and development expenditures and accelerate the
  development of additional products.

Liquidity and Sources of Capital

Six Months ended June 30, 2005

Our
  cash and cash equivalents as of June 30, 2005 was $73,583. Our working capital
  decreased by $215,000 from a deficiency of $408,000 as of December 31,
  2004 to a deficiency of $623,000 as of June 30, 2005.

Our
  operations used approximately $288,000 in cash during the six months ended
  June 30, 2005 compared to $1,130,000 used in the same period in the prior
  year. This was primarily due to the Company’s continuing efforts to reduce
  operating costs and the reduction of inventory. This was offset by an increase
  in accounts receivable of $199,000.

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

15

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During
  the six months ended June 30, 2005, funds were raised principally from subscription
  agreements for the issuance of our common stock in the amount of $294,000.

During
  the six months ended June 30, 2005 we sold units of our common stock in which
  each unit consists of shares of our common stock plus warrants. Through private
  placements we sold 5,639,676 shares of our common stock, plus warrants for the
  purchase of an additional 4,979,756 shares to 15 investors for proceeds totaling
  $293,745. Full proceeds were received prior to June 30, 2005. As of June
  30, 2005 we have not issued the common stock in relation to the private placement.
  Each warrant will entitle the holder to purchase one share of common stock at
  varying dates prior to July 1, 2008 at exercise prices varying from $0.04
  per share to $0.75 per share.

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

Application of Critical Accounting Policies

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

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

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

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

Item 3.            
  Controls and Procedures

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

16

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PART II 
  OTHER INFORMATION

Item 2.            
  Changes in Securities

During
  the six months ended June 30, 2005 we sold units of our common stock in which
  each unit consists of shares of our common stock plus warrants. Through private
  placements we sold 5,639,676 shares of our common stock, plus warrants for the
  purchase of an additional 4,979,756 shares to 15 investors for proceeds totaling
  $293,745. Full proceeds were received prior to June 30, 2005. As of June
  30, 2005 we have not issued the common stock in relation to the private placement.
  Each warrant will entitle the holder to purchase one share of common stock at
  varying dates prior to July 1, 2008 at exercise prices varying from $0.04
  per share to $0.75 per share.

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

Item 6.            
  Exhibits

| | Number |  | Title                                                                                                                                                                                                                                                             
| | ------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |  |                                                                                                                                                                                                                                                                   
| | 31.1   |  | Certification
        by Joseph T. Slectha, President, Chief Executive Officer, Principal Financial
        Officer and Chief Accounting Officer, Pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002                                               
| |        |  |                                                                                                                                                                                                                                                                   
| | 32.1   |  | Certification
        by Joseph T. 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

17

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SIGNATURES

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

|                | L.A.M. PHARMACEUTICAL, CORP.
|--------------- | ----------------------------
|                |                             
|                |                             
|                |                             
|August 15, 2005 | By:                         
|                |                             
|                |                             

18

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