Exousia Bio, Inc S-1, filed Jul 27, 2022
Exousia Bio, Inc. (LMMY)
As Filed with the Securities and Exchange Commission on July 27, 2022
Registration Number
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
L A M Y
(Exact name of registrant as specified in its charter)
| Wyoming | 8200 | 37-2039216 |
| (State or other jurisdiction of incorporation) | (Primary Standard Industrial Classification Code Number) |
(IRS Employer Identification No.) |
201 Allen St.
Unit 10104
New York 10002
657-315-8312
lamy@twoplus1.live
(Address and telephone number of registrant's principal executive offices)
Approximate date of commencement of the proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.
| Large accelerated filer ☐ | Accelerated Filer ☐ |
| Non-accelerated filer ☐ | Smaller reporting company ☒ |
| (Do not check if a smaller reporting company) | Emerging growth company ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which states explicitly that this registration statement shall thereafter become effective per section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such section 8(a), may determine.
L A M Y
12,000,000 SHARES
OF COMMON STOCK
$0.01 PER SHARE
This is the initial offering of Common stock of L A M Y, and no public market exists for the securities being offered. L A M Y is offering for sale a total of 12,000,000 shares of its Common Stock on a “self-underwritten” best effort basis. We will offer the shares at a fixed price of $.01 per share, for the total amount of the offering of $120,000 net. We will offer them for a period not to exceed 270 days from the date of this prospectus; unless extended by our Board of Directors for an additional 90 days.
$0.01 x 12,000,000 = $120,000
There is no minimum number of shares required to be sold by the Company to access the funds. However, there is a projected minimal threshold for the Company to implement its plan of operations. See the "Use of Proceeds" and “Plan of Distribution” sections for additional relevant information.
L A M Y intends to have its common stock listed for quotation on the Over-the-Counter Bulletin Board after the closing of the offering. However, there is presently no public market for our common stock, nor an active trading market for our securities may ever develop. Even if our trading market for our security is established, it may not be sustained. Furthermore, we will require the assistance of a market-maker to apply for quotation; but there is no guarantee that a market-maker will agree to assist us. There is no assurance that we will successfully develop a public market.
L A M Y (Learn About Macrocosm Young) is a development stage start-up company. Any investment in the shares offered herein involves a high degree of risk. You should only purchase shares if you can afford a loss of your investment, as any investment in the shares offered herein involves a high degree of risk.
YOU SHOULD CAREFULLY READ AND CONSIDER THE SECTION OF THIS PROSPECTUS ENTITLED “RISK FACTORS” BEGINNING ON PAGE 6 BEFORE BUYING ANY SHARES OF L A M Y.
L A M Y qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”).
Neither the U.S. Securities and Exchange Commission nor any State securities division has approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES, AND IT IS NOT SOLICITING PURCHASE OF THE GIVEN SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
Subject to Completion, Dated July 27, 2022
L A M Y
201 Allen St. Unit 10104, New York NY 10002
You should read the following summary together with the more detailed business information, financial statements, and related notes that appear elsewhere in this prospectus. In this registration Statement, unless the context otherwise requires, “L A M Y,” “we,” “us,” “our,” or “the Company” refer to L A M Y, a Wyoming corporation.
General Information About Our Company
L A M Y is a development-stage company that was incorporated in Wyoming on January 31, 2022. Its intention is to develop a successful business through provision of financial knowledge and resource management to children and teenagers through an educational platform and, chiefly, an immersive video game called TwoPlus1®. The core subjects of the two are education and advocacy of long-term economical and ecological sustainability. In the wake of the earth’s environmental crisis, our principal objective with the interactive game on the TwoPlus1® platform is to teach the young player how to grow assets while protecting the earth’s environment. However, at this stage, L A M Y does not believe to meet criteria to be an ESG company.
The 
has been trademarked by the United
Kingdom Intellectual Property Office (IPO). The same is being solicited with China’s National Intellectual Property Administration
(CNIPA). The Company also plans to protect its trademark through the USPTO.
Our business aims to rely on the defining features
of the current techno-commercial moment. This includes social-networking advertising, data collection, re-engagement hacks, user-generated
content, and native advertising. L A M Y is particularly homing in on native advertising as a concept of creating ads
that are cohesive with the page content. In L A M Y’s business, it is meant to be so assimilated into the design
of the 
ecosystem, and consistent with its game’s behavior, that our consumer would feel the ad belongs there. Currently, however,
our website and platform are not fully developed nor operational. L A M Y does not yet have customers or clients.
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Prospective buyers of L A M Y’s shares should read the Report of Independent Registered Public Accounting Firm in the Financial Disclosure section which includes the auditor’s statement that L A M Y has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. Also, the Company has accumulated financial loss from inception. In the auditor’s opinion these factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Please refer to page F-7 for a more comprehensive disclosure on this matter.
The Company currently has $10,107 in cash on hand and relies on loans from its Director, Mr. Dwight Witmer. As of the most recent audit, May 31, 2022, the Company owes Mr. Witmer $25,100 in principal and $333 in the form of interest through the related party loan. The Company’s total current liabilities are $0. Loan from related party is unsecured, non-current, bearing 10% simple interest per annum and has to be paid off in three installments by July 1, 2025.
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The following information is a summary of this offering.
| Securities Being Offered: | 12,000,000 shares of common stock, par value $0.0001 | |
| Offering Price per Share: | $0.01 | |
| Offering Period: | The shares are being offered for a period not to exceed 270 days, unless extended by our Board of Directors for an additional 90 days. There is no minimum offering of the shares before the expiration date of the offering. | |
| Projected Net Proceeds to Our Company: | $120,000 | |
| Intended Use of the Proceeds: | To start up and expand business operations. | |
|
Number of Shares Outstanding Before the Offering: |
5,000,000 | |
|
Number of Shares Outstanding After the Offering: |
17,000,000 if all shares are sold |
Our officer, director, control person or affiliates do not intend to purchase any shares in this offering. See the Plan of Distribution section for additional information directly related to this subsection.
However, the company has not yet generated revenue and it incurred losses since inception. The Company maintains its statutory registered agent’s office at Bizfilings, 1908 Thomes Avenue, Laramie County, Cheyenne, Wyoming.
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SELECTED HISTORICAL
FINANCIAL DATA
L A M Y owns 
business brand, and a number of intellectual properties associated with the brand. Beside the TwoPlus1® educational video
game and website, it also owns a Non-Fungible Token, the TwoPlus1® NFT: http://twoplus1nft.pro. As the Company’s client
base expands in the future, L A M Y expects this digital asset to grow in exclusivity and demand, and thus liquidity.
L A M Y also owns intangible property including the TwoPlus1® bespoke business plan that articulates the novel mechanisms and L A M Y’s unique business model. It has an exclusive brand design integrated within this business, which elaborates the visual identity of L A M Y’s product-based service. Additionally, L A M Y owns physical property in the form of advanced computer and electronic hardware. They are utilized in the R&D of the Company’s business and development of its educational website and the 3D video game.
The Following financial information summarizes a more complete historical financial information located in the later sections of this prospectus.
Balance Sheet
| As of May 31, 2022 | ||||
| Total Assets | $ | 53,996 | ||
| Total Liabilities | $ | 54,433 | ||
| Stockholders’ Deficit | $ | (437 | ) | |
Income Statement
| As of May 31, 2022 | ||||
| Revenue | $ | 0 | ||
| Total Expenses | $ | 937 | ||
| Net Loss | $ | (937 | ) | |
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CAUTIONARY DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus contains projections and statements relating to the Company that constitute "forward-looking statements." These forward-looking statements may be identified by the use of predictive, future-tense, or forward-looking terminology, such as "intends," "believes," "anticipates," "expects," "estimates," "may," "will," "might," "outlook," "could," "would," "pursue," "target," "project," "plan," "seek," "should," "assume," or similar terms or the negatives thereof. Such statements speak only as of the date of such statement, and the Company undertakes no ongoing obligation to update such statements. These statements appear in a number of places in this Prospectus and include statements regarding the intent, belief or current expectations of the Company, and its respective directors, officers or advisors with respect to, among other things:
| · | Trends affecting the Company's financial condition, results of operations or future prospects | |
| · | The Company's business and growth strategies | |
| · | The factors that we expect to contribute to our success and our ability to be successful in the future | |
| · | Our business model and strategy for realizing positive sales result | |
| · | Competition, including the impact of competition on our operations, our ability to respond to such competition and our expectations regarding continued competition in the markets in which we compete | |
| · | Expenses | |
| · | Our expectations with respect to continued disruptions in the global capital markets and reduced levels of consumer spending and the impact of these trends on our financial results | |
| · | The impact of new accounting pronouncements on our financial statements | |
| · | That our cash flows from operating activities will be sufficient to meet our projected operating and capital expenditures for the next twelve months | |
| · | Our market risk exposure and efforts to minimize risk | |
| · | Our overall outlook including all statements under MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION | |
| · | That estimates and assumptions made in the preparation of financial statements in conformity with US GAAP may differ from actual results and | |
| · | Expectations, plans, beliefs, hopes or intentions regarding the future. |
Potential investors are cautioned that any such forward-looking statements are not guarantees of future performance. They involve significant risks and uncertainties. Should conditions change or should any one or more of the risks or uncertainties materialize or should any of the underlying assumptions of the Company prove incorrect, actual results may differ materially from those projected in the forward-looking statements as a result of various factors, some of which are unknown. The factors that could adversely affect the actual results and performance of the Company include, without limitation:
| · | The Company's inability to raise additional funds to support operations and capital expenditures | |
| · | The Company's inability to effectively manage its growth | |
| · | The Company's inability to achieve greater and broader market acceptance in existing and new market segments | |
| · | The Company's inability to successfully compete against existing and future competitors | |
| · | The effects of intense competition that exists in China design industry | |
| · | The economic downturn and its effect on consumer spending | |
| · | The risk that negative industry or economic trends, including the market price of our common stock trading below its book value, reduced estimates of future cash flows, disruptions to our business, slower growth rates or lack of growth in our business, may result in significant write-downs or impairments in future period | |
| · | The effects of events adversely impacting the economy or the regions from which we draw a significant percentage of our customers, including the effects of the current economic recession, war, terrorist or similar activity or disasters | |
| · | The effects of energy price increases on our cost of operations and our revenues | |
| · | Financial community perceptions of our Company and the effect of economic, credit and capital market conditions on the economy and the software industry | |
| · | Other factors described elsewhere in this Prospectus, or other reasons. |
Again, potential investors are urged to consider such factors carefully. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements and the "Risk Factors" described herein.
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An investment in these securities involves an exceptionally high degree of risk and is extremely speculative. We believe the following are primary material risks existing in this business, which you should consider if you decide to purchase shares in this offering. The potential risks and uncertainties stated below may not be a complete list of the risks and uncertainties facing us. There may be additional risks and uncertainties that we are presently unaware of or now consider immaterial that may become material in the future and have a material adverse effect on us. You could lose all or a significant portion of your investment due to any of these risks and uncertainties.
Risks Related to Our Financial Condition
L A M Y has not made any profit yet, and its ability to continue operating and developing its business is very dependent on its ability to raise the necessary funds.
The initial success of L A M Y as a profit company is dependent on its ability to obtain financing and generate income. The finances required to develop its initial plans fully cannot be predicted with certainty and may exceed any estimates set forth. This factor raises doubt that it will continue as a going concern. For example, any economic changes on the market of the video game industry or online learning orientated business models, which L A M Y is tapping into, could curb its ability to raise funds. If L A M Y fails to raise the sufficient capital needed, it is unlikely to complete its initial operating plans, in the manner it is being proposed in this prospectus. As a result, it may have to liquidate its business, and investors in L A M Y may lose its money. You should consider these dangers together with L A M Y’s independent registered public accountant's comments on its financial adversities when assessing the risk of investing in L A M Y.
L A M Y’s operating history is minimal.
L A M Y has limited operating history upon which an investor can evaluate its prospects. L A M Y has been registered as a corporation only in the January of this year, making its business activities history extremely short. Such a young business is unlikely to give the potential investor much of a historical basis on which they could decide if investing in its project is a good decision or not. These factors make an investment in the Company’s offering speculative and risky.
L A M Y’s shares have neither liquidity nor a trading platform.
There is presently no public market in our shares, and an active trading market in L A M Y’s securities may not develop or, if set, may not be sustained. L A M Y will have an application filed on its behalf by a market maker for admission to the quotation of its securities on the Over-the-Counter Bulletin Board (“OTC”) after this prospectus is declared effective by the SEC. But there can be no assurance that we will successfully develop a public market or have our common stock quoted on a quotation facility such as the OTC. There are risks associated with obtaining a quotation for L A M Y, including that broker-dealers may decide not to make a market for L A M Y’s shares. There is also a possibility for the shares of L A M Y ending up being a mere thinly traded stock. Which means they might trade irregularly or at low volumes. Investors should be aware of the considerable risks of trading in these low-volume stocks. If trades in L A M Y’s common stock are not quoted on a quotation facility, or if its shares a thinly traded, it may be challenging for investors to find a buyer for their shares in our Company.
L A M Y’s rising corporate debt.
L A M Y has not yet commenced business operations; and not yet realized any revenues. We expect to incur operating losses at least in the 12 months as we incur significant expenses associated with the start-up operations. An investor needs to understand, we cannot guarantee that we will be successful in realizing revenues or achieving and sustaining positive cash flow at any time in the future. Any such failure could result in the possible closure of L A M Y’s business, or seeking additional capital through loans or more sales of the Company’s equity securities. Such actions would likely decrease the value of the shares one purchases in this offering.
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Lack of resources would hold L A M Y back from growth and profit.
Our resources to stay in business are not guaranteed. We aim to raise at least $30,000 through this offering, and we have a scheme that should continue keep the business going even with this amount of funds. Although a considerable part of our funding is promised to be buttressed by our Director, Dwight Witmer, this is not a reassurance that L A M Y will continue to have enough resources to remain afloat. Similarly, there is no assurance that we will generate any revenue in the near future before or after the completion of the offering. Again, an investor should keep in mind there is no certainty that L A M Y will ever generate any revenue.
Identifying Risks Related to L A M Y’s Management
The loss of our founder could be detrimental.
Dwight Witmer is vital for L A M Y’s success as a company. L A M Y is currently being built on the ideas, skills and experience of this single individual. And it might or might not continue to be so into the unforeseeable future. If for any reason Mr. Witmer is no longer with the Company, this business entity is likely to either stagnate or even cease to exist. Even if someone else replaces Mr. Witmer, it would likely lessen investors' chances to gain, or slow down, profit.
L A M Y’s management has no experience in running a publicly reporting corporation.
Although our director has a resume fitting to a start-up model disclosed herewith, he has not run a public company before. And although he has expert knowledge within the field of finance, resource management, asset management and various other types of business management activities, he has never fully administered a publicly reporting corporation. While L A M Y’s management understands intricacies of public reporting, its director has not previously engaged in this capacity with financials regulators such as the SEC, FINRA or PCAOB and their rigorous requirements.
Any investor should consider these aspects in the given business when deciding if they should invest in it or not. For instance, upon becoming a public company, L A M Y will be required to comply with the Sarbanes-Oxley Act. Its enactment has resulted in the imposition of a series of guidelines by the SEC that increase the responsibilities and liabilities of directors and executive officers. The possible personal risk associated with this Act may deter potential candidates to accept additional management positions in our venture when those are needed. This could curtail the Company’s development and it becoming a profitable business.
No independent directors have been appointed in L A M Y.
L A M Y has no independent director nor an independently elected management board. As such, anyone thinking of investing in the Company should know that currently, there are no independent outside directors or existing managers without personal interest in the corporation’s current way of conducting business. Independent outside directors could bring new insights and balance to a team. However, right now, this is not the case and it may or may not be favorable to the potential investor.
The management holds and controls the company's voting securities.
Currently, Dwight Witmer holds 100% of shares in the Company. Even if all the registered shares are sold in this offering, Mr. Witmer will still hold a substantial proportion of the voting securities, in the amount of 29.41% of the Company’s stock. Thus, inevitably, Mr. Witmer will retain a very substantial voting interest in the Company.
Risk associated with L A M Y’ related-party loan with Mr. Witmer.
The Company currently has a related-party loan of $25,100. The terms of the loan are that it is unsecured, with a 10% APR, and it has to be paid off in installments by July 1, 2025. For the Public Company Accounting Oversight Board although related-party transactions, such as those involving directors, executives and their family members, are not necessarily bad, they do raise concerns about possible risks, including misstatement or omission in financial reports. This, as a result, draws additional scrutiny by independent public auditors set by the PCAOB standards. The loan poses a credit risk to the Company through the possibility of a loss resulting from L A M Y’s inability to meet contractual obligations which would be detrimental to the business.
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Risks Related to the Issuers Products and Services
There are a number of possible internal and external factors causing decreased demand for our company's services and products.
Many possible causes could curtail demand for L A M Y's products or services. These factors include our director's ability to perform the planned processes for the business, faulty infrastructure, and unsuccessful marketing initiatives. Furthermore, the industry we are attempting to fill in a gap is narrow and highly competitive. We may fail to attract clients to purchase payable stages of our TwoPlus1 game. The success of our business depends primarily on the number of participants enrolled in our payable service/product. Therefore, our ability to continue to attract individuals and have them pay fees is critical to the continued success and growth of our business. This in turn will depend on the factors such as developing attractive products/services responding to changes in market trends and client demands, expand our geographic reach, manage our growth while maintaining the consistency of our product quality, as well as effectively marketing our programs to a broader base of prospective clients. If we are unable to continue to attract people to subscribe, we may not be able to operate profitably.
The TwoPlus1 could be trumped by existing popular games on the market.
There are existing highly popular games with which L A M Y and its TwoPlus1 game and the digital platform will be in competition. These include the agriculture-simulation social network game FarmVille by Zynga available by Meta/Facebook; the mega popular Minecraft; and now growing Decentraland. The powerful publishers such as Xbox Game Studios among others continuously exercise their monopoly powers and potentially push industry participators such as L A M Y out of business. Additionally, given that the global lockdowns caused by the Covid-19 might be coming to an end, there could be a diminished interest in both online games interests and virtual reality products demand. These factors, should they occur, are likely to impact whether an investor in L A M Y makes or loses money by investing in it – and therefore, an investor should weigh their chances accordingly.
Among the large game publishers in our target industry, such as Mozilla Foundation, Artix Entertainment, LLC and Sony Interactive Entertainment, L A M Y at the start is likely to be an underdog on the given market. Therefore, although we believe in having a certain advantage of inventiveness and pricing, we expect our competitors to try to undermine us. An investor should weigh their chances of making profit when considering investing in our venture among such dominant players.
Currently, our company has neither customers nor clients.
At present, L A M Y, with its digital platform TwoPlus1 has neither customers nor clients. Our business venture entirely depends on the number of possible clients willing to obtain our product and services. Moreover, our website is not fully developed or operational yet. Should we not attract either of those, our business is likely to fail, and our investors could lose part or all of the funds they have invested in it.
Our brand is not legally protected in the US yet.
The foundation of our business venture is partially based on the intellectual property we own. Although it is in the process of obtaining it, L A M Y does not yet have the legal safeguard in the US of its property in the form of copyright, patent, or trademark protection.
This includes our 
logo. Also, we will not be able to protect our intellectual property rights worldwide. Should any intellectual property be copied,
duplicated, or highjacked, this would be detrimental to our business, and money invested in it could be wasted in legal battle/s shielding
our rights.
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Risks Associated with This Offering
The trading in our shares will be regulated by the sec rule 15g-9, which establishes the definition of a “penny stock.” This results in having potentially fewer qualified investors buying our shares, and therefore generating a less liquid market for our stockholders to trade their shares.
The shares being offered are defined as a penny stock under the Securities and Exchange Act of 1934 and the rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets over $5,000,000 or individuals with a net worth above $1,000,000 or with an annual income exceeding $200,000, or $300,000 (jointly with a spouse), or through transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker-dealer must determine suitability for each purchaser and receive the purchaser's written agreement before the sale. In addition, the broker-dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, as well as the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the SEC. Consequently, the penny stock rules may make it difficult for investors to resell any shares they may purchase.
L A M Y is selling its stock in this offering without an underwriter and may not sell any shares. Unless we successfully sell at least 25% of the shares, thus attracting $30,000 in funding, we may have to seek alternative financing to implement our business plans or cease this business venture.
This offering is self-underwritten, meaning we are not going to engage the services of an underwriter to sell the shares; we intend to sell these through our sole officer/director. He will offer the shares to family and friends and other acquaintances and business associates. Although our director does not seek to receive a commission from the given process, this should not have a significant positive impact on whether he will raise funds from the sale of the shares offered.
An investor in our shares will incur immediate and substantial dilution of the price they pay for your shares.
Our existing stockholder acquired his 5,000,000 shares at a relatively small cost to himself. Investors in our shares will pay for the shares $0.01 per share. Accordingly, any investment the investor makes in these shares will result in the immediate and substantial dilution of those shares' net tangible book value. Upon completion of the offering, the net tangible book value of the shares in this offering could be as low as ($0.0024) per share, which is by $0.0007 less than what a typical investor would have paid for them.
We will be holding all proceeds from the offering in our company accounts. There is no guarantee that all of the funds used as outlined in the Use of Proceeds section will be effective for developing the business plan described in this prospectus.
All funds received from the sale of shares in this offering will be deposited into L A M Y’s accounts. We intend to use the proceeds raised in this offering as proposed in the use of the proceeds table. The failure of funds used to grow our business effectively could result in unfavorable returns or no income at all. This could have a significant adverse effect on our financial condition and could cause the price of our common stock to fall.
Our director will continue to exercise significant control over our operations, which means as minority shareholders, our investors would have no control over certain matters requiring stockholder approval. This factor could affect one's ability to resell L A M Y’s shares bought in this offering.
After completing this offering, our Director, Dwight Witmer, will own 29.41% of L A M Y's stock if all offered shares are sold. If fewer than the maximum shares of the offering are sold, his percentage ownership will be even higher. This will significantly influence the outcome of all corporate decisions, including the election of directors, approval of significant corporate transactions, changes in company control, or other matters that could affect shareholders' ability to resell their shares. Moreover, Mr. Witmer’s interests may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.
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Financial industry regulatory authority (“FINRA”) sales practice requirements may also limit L A M Y’s shareholders' ability to buy and sell their common stock, which could depress the price of our shares.
FINRA rules require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the customer. Before recommending inexpensive speculative securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, and investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some customers. Thus, FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit one's ability to buy and sell our shares, harm the market for our shares, and thereby reduce our share price.
L A M Y will incur ongoing costs and expenses for SEC public reporting and compliance; without enough cash, it may not remain in compliance, making it difficult for investors to sell their shares, if at all.
L A M Y’s business plan allows for this registration statement's estimated cost to be paid from our cash on hand. L A M Y plans to contact a market maker immediately following the effectiveness of this Registration Statement and apply to have the shares quoted on the OTC Electronic Bulletin Board. As mentioned, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC. Market Makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 to 60 day grace period if they do not make their required filing during that time. For L A M Y to remain in compliance with the regulators, it will require future revenues to cover the cost of these filings, which could comprise a substantial portion of the Company's available cash resources. If L A M Y cannot generate sufficient revenues to remain in compliance, it may be difficult to sell any shares one may purchase from the Company.
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USE OF PROCEEDS
If all the shares are sold in this offering the gross proceeds will amount to $120,000. We expect to disburse the proceeds from this offering in the manner as set in the table below. The table shows the intended use of proceeds assuming that 25%, 50%, 75% or 100%, of the shares in this Offering are sold.
Budgeting
The expenditure is calculated based on four possible scenarios of the sum if investment:
| Indicator | 30 000 | 60 000 | 90 000 | 120 000 | 30 000 | 60 000 |
| Public reporting | 12 000 | 18 000 | 21 600 | 24 000 |  |
 |
| Digital product development | 3 600 | 7 200 | 12 000 | 24 000 | ||
| Software Development | 3 600 | 7 200 | 14 400 | 18 000 | ||
| Technical records | - | - | 2 400 | 2 400 | ||
| Marketing & Advertising | 3 600 | 7 200 | 9 600 | 10 800 | ||
| Wages | 3 000 | 6 000 | 8 400 | 12 000 | 90 000 | 120 000 |
| ESG specialists | 2 400 | 7 200 | 9 600 | 13 200 |  |
 |
| Pedagogue | 1 800 | 4 800 | 7 200 | 10 800 | ||
| Syllabus specialist | - | - | 2 400 | 2 400 | ||
| R&D | - | 2 400 | 2 400 | 2 400 | ||
| Total for 12 months | 30 000 | 60 000 | 90 000 | 120 000 |
Four financial forecast versions
Proceeds and loss for 1 year (USD) - lowest forecast
| Month | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 1 year |
| Proceeds | 30 000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 30 000 |
| Expenditure | 2 500 | 2 500 | 2 500 | 2 500 | 2 500 | 2 500 | 2 500 | 2 500 | 2 500 | 2 500 | 2 500 | 2 500 | 30 000 |
| Public reporting | 1 000 | 1 000 | 1 000 | 1 000 | 1 000 | 1 000 | 1 000 | 1 000 | 1 000 | 1 000 | 1 000 | 1 000 | 12 000 |
| Digital product development | 300 | 300 | 300 | 300 | 300 | 300 | 300 | 300 | 300 | 300 | 300 | 300 | 3 600 |
| Software development | 300 | 300 | 300 | 300 | 300 | 300 | 300 | 300 | 300 | 300 | 300 | 300 | 3 600 |
| Marketing & advertising | 300 | 300 | 300 | 300 | 300 | 300 | 300 | 300 | 300 | 300 | 300 | 300 | 3 600 |
| Wages | 250 | 250 | 250 | 250 | 250 | 250 | 250 | 250 | 250 | 250 | 250 | 250 | 3 000 |
| ESG specialist | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 2 400 |
| Pedagogue | 150 | 150 | 150 | 150 | 150 | 150 | 150 | 150 | 150 | 150 | 150 | 150 | 1 800 |
| Cash flow | 27 500 | 25 000 | 22 500 | 20 000 | 17 500 | 15 000 | 12 500 | 10 000 | 7 500 | 5 000 | 2 500 | 0 | 0 |
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Proceeds and loss for 1 year (USD) - modest forecast
| Month | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 1 year |
| Proceeds | 60 000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 60 000 |
| Expenditure | 5 000 | 5 000 | 5 000 | 5 000 | 5 000 | 5 000 | 5 000 | 5 000 | 5 000 | 5 000 | 5 000 | 5 000 | 60 000 |
| Public reporting | 1 500 | 1 500 | 1 500 | 1 500 | 1 500 | 1 500 | 1 500 | 1 500 | 1 500 | 1 500 | 1 500 | 1 500 | 18 000 |
| Digital product development | 600 | 600 | 600 | 600 | 600 | 600 | 600 | 600 | 600 | 600 | 600 | 600 | 7 200 |
| Software development | 600 | 600 | 600 | 600 | 600 | 600 | 600 | 600 | 600 | 600 | 600 | 600 | 7 200 |
| Marketing & advertising | 600 | 600 | 600 | 600 | 600 | 600 | 600 | 600 | 600 | 600 | 600 | 600 | 7 200 |
| Wages | 500 | 500 | 500 | 500 | 500 | 500 | 500 | 500 | 500 | 500 | 500 | 500 | 6 000 |
| ESG specialist | 600 | 600 | 600 | 600 | 600 | 600 | 600 | 600 | 600 | 600 | 600 | 600 | 7 200 |
| Pedagogue | 400 | 400 | 400 | 400 | 400 | 400 | 400 | 400 | 400 | 400 | 400 | 400 | 4 800 |
| Collection of statistical data | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 2 400 |
| Cash flow | 55 000 | 50 000 | 45 000 | 40 000 | 35 000 | 30 000 | 25 000 | 20 000 | 15 000 | 10 000 | 5 000 | 0 | 0 |
Proceeds and loss for 1 year (USD) - probable forecast
| Month | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 1 year |
| Proceeds | 90 000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 90 000 |
| Expenditure | 7 500 | 7 500 | 7 500 | 7 500 | 7 500 | 7 500 | 7 500 | 7 500 | 7 500 | 7 500 | 7 500 | 7 500 | 90 000 |
| Public reporting | 1 800 | 1 800 | 1 800 | 1 800 | 1 800 | 1 800 | 1 800 | 1 800 | 1 800 | 1 800 | 1 800 | 1 800 | 21 600 |
| Digital product development | 1 000 | 1 000 | 1 000 | 1 000 | 1 000 | 1 000 | 1 000 | 1 000 | 1 000 | 1 000 | 1 000 | 1 000 | 12 000 |
| Software development | 1 200 | 1 200 | 1 200 | 1 200 | 1 200 | 1 200 | 1 200 | 1 200 | 1 200 | 1 200 | 1 200 | 1 200 | 14 400 |
| Technical recording | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 2 400 |
| Marketing & advertising | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 9 600 |
| Wages | 700 | 700 | 700 | 700 | 700 | 700 | 700 | 700 | 700 | 700 | 700 | 700 | 8 400 |
| ESG specialist | 900 | 900 | 900 | 900 | 900 | 900 | 900 | 900 | 900 | 900 | 900 | 900 | 10 800 |
| Pedagogue | 700 | 700 | 700 | 700 | 700 | 700 | 700 | 700 | 700 | 700 | 700 | 700 | 8 400 |
| R&D | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 2 400 |
| Cash flow | 82 500 | 75 000 | 67 500 | 60 000 | 52 500 | 45 000 | 37 500 | 30 000 | 22 500 | 15 000 | 7 500 | 0 | 0 |
Proceeds and loss for 1 year (USD) - optimal forecast
| Month | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 1 year |
| Proceeds | 120 000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 120 000 |
| Expenditure | 10 000 | 10 000 | 10 000 | 10 000 | 10 000 | 10 000 | 10 000 | 10 000 | 10 000 | 10 000 | 10 000 | 10 000 | 120 000 |
| Public reporting | 2 000 | 2 000 | 2 000 | 2 000 | 2 000 | 2 000 | 2 000 | 2 000 | 2 000 | 2 000 | 2 000 | 2 000 | 24 000 |
| Digital product development | 2 000 | 2 000 | 2 000 | 2 000 | 2 000 | 2 000 | 2 000 | 2 000 | 2 000 | 2 000 | 2 000 | 2 000 | 24 000 |
| Software development | 1 500 | 1 500 | 1 500 | 1 500 | 1 500 | 1 500 | 1 500 | 1 500 | 1 500 | 1 500 | 1 500 | 1 500 | 18 000 |
| Technical recording | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 2 400 |
| Marketing and advertising | 900 | 900 | 900 | 900 | 900 | 900 | 900 | 900 | 900 | 900 | 900 | 900 | 10 800 |
| Wages | 1 000 | 1 000 | 1 000 | 1 000 | 1 000 | 1 000 | 1 000 | 1 000 | 1 000 | 1 000 | 1 000 | 1 000 | 12 000 |
| ESG specialists | 1 100 | 1 100 | 1 100 | 1 100 | 1 100 | 1 100 | 1 100 | 1 100 | 1 100 | 1 100 | 1 100 | 1 100 | 13 200 |
| Pedagogue | 900 | 900 | 900 | 900 | 900 | 900 | 900 | 900 | 900 | 900 | 900 | 900 | 10 800 |
| Syllabus specialist | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 2 400 |
| R&D | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 2 400 |
| Cash flow | 110 000 | 100 000 | 90 000 | 80 000 | 70 000 | 60 000 | 50 000 | 40 000 | 30 000 | 20 000 | 10 000 | 0 | 0 |
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Our offering is being made on a self-underwritten basis: no minimum number of shares must be sold in order for the offering or the business development effort to proceed. However, the lowest version of the funding scenario may not allow our plan of operations to be executed without relying upon the additional financing from our Director. Dwight Witmer, our director, has agreed to loan the Company the start-up capital necessary to cover possible shortfalls in our funding. The Company does not intend to use a portion of the net proceeds to repay these loans from related party that currently stand at $25,100, out of which $10,000 loan bears an interest of 10% APR, is unsecured and it is due to be paid off in full by July 1, 2025. While remaining $15,100 loan is unsecured, due to be paid off by May 25, 2025 and it bears no interest.
Except for fixed costs, the amounts actually spent by us for any specific purpose are likely to vary and will depend on numerous factors. Non-fixed cost, marketing, and general and administrative costs may vary depending on the business progress and development efforts, general business conditions, and advertising success. Accordingly, our management has broad discretion to allocate the net proceeds to non-fixed costs. An example of changes to this spending allocation for non-fixed costs includes our management deciding to spend less of the allotment on software development and more on marketing.
DETERMINATION OF OFFERING PRICE
The offering price of the shares has been determined arbitrarily by us. The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company. In determining the number of shares to be offered and the offering price we took into consideration our capital structure and the minimum amount of money we would need to implement our business plans. Accordingly, the offering price does indicate the actual value of our securities.
DILUTION OF THE PRICE INVESTOR PAYS FOR ITS SHARES
Dilution shows the difference between the price at the time of the offering and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrarily determined price of the shares being offered. Dilution of the value of the shares an investor purchase is also a result of the lower book value of the shares held by our existing stockholders.
The price of the current offering is fixed at $0.01 per common share. This price is significantly higher than the price paid by our Director for his shares. Our Director acquired his 5,000,000 shares in L A M Y at a price of $0.0001. Assuming the entire sale of the stock in the offering, there will be up to 17,000,000 common shares outstanding. The following table illustrates the per common share dilution that may be experienced by investors at various funding levels.
Dilution Table
| Percentage of funding | 100% | 75% | 50% | 25% |
| Amount of new funding | $120,000 | $90,000 | $60,000 | $30,000 |
| Offering price | $0.01 | $0.01 | $0.01 | $0.01 |
| Outstanding Shares after offering | 17,000,000 | 14,000,000 | 11,000,000 | 8,000,000 |
| Book value before offering per share | -$0.00009 | -$0.00009 | -$0.00009 | -$0.00009 |
| Decrease in book value per share after offering | -$0.000065 | $0.000059 | $0.00005 | $0.000036 |
| Book value after offering per share | -$0.000025 | -$0.000031 | -$0.00004 | -$0.000054 |
| Immediate Dilution per Share to New Investors | $0.009975 | $0.009969 | $0.00996 | $0.009946 |
| Dilution as percentage | 0.9975% | 0.9969% | 0.996% | 0.9946% |
None of the securities to be registered are to be offered for the account of security holders.
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The sale of shares in this offering is conducted by our Director
This is a self-underwritten offering. This prospectus is part of a disclosure that permits Dwight Witmer to sell the shares on behalf of the Company directly to the public.
No commission or other remuneration will be payable to him for the Shares he sells in the offering.
There are no plans or arrangements to enter into any contracts or agreements to sell L A M Y’s shares with a broker or dealer. Dwight Witmer, our Director, intends to offer the shares to friends, family members, and business associates. In offering the securities on the Company’s behalf, Mr. Witmer is guided by The Rule 3a4-1 Safe Harbour of the Securities Exchange Act of 1934, that states the associated person must not be compensated in connection with the sale of the issuer's securities by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities.
Mr. Witmer will not register as a broker-dealer pursuant to Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth those conditions under which a person associated with an Issuer may participate in the offering of the Issuer's securities and not be deemed to be a broker-dealer.
| a) | Our officer and director are not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of his participation; and | |
| b) | Our officer and director will not be compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and | |
| c) | Our officer and director is not, nor will he be at the time of his participation in the offering, an associated person of a broker-dealer; and | |
| d) | Our officer and our director meet the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he |
| (A) | primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of the Company, other than in connection with transactions in securities; and | |
| (B) | is not a broker or dealer, or been associated person of a broker or dealer, within the preceding twelve months; and | |
| (C) | has not participated in selling and offering securities for any Issuer more than once every twelve months other than in reliance on Paragraphs (a)(4)(i) (a)(4)(iii). |
Dwight Witmer, our sole officer/director, control person, and affiliate of the same does not intend to purchase any shares in this offering.
The shares will be sold at the fixed price of $0.01 per share until the completion of this offering. There is no minimum amount of subscription required per investor, and subscriptions, once received, are irrevocable.
This offering will commence on the date of this prospectus is deemed effective, and continue for a period not to exceed 270 days (the "Expiration Date"), unless extended by our Board of Directors for an additional 90 days.
This is a “best-effort” offering and, as such, there is no assurance that we will sell any or all of the shares.
PROCEDURES AND REQUIREMENTS FOR SUBSCRIPTION
If an investor decides to subscribe for any shares in this offering, they will be required to execute a Subscription Agreement and tender it, together with a check, wire, or other means of money transfer. All payments should be made to L A M Y.
| 14 |
DESCRIPTION OF SECURITIES TO BE REGISTERED
Common Stock
Our authorized capital stock consists of 100,000,000 shares of common stock, at a par value of $0.0001 per share. The holders of our common stock
| (i) | have equal ratable rights to dividends from funds legally available, therefore, when, as and if declared by our Board of Directors; | |
| (ii) | are entitled to share in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs; | |
| (iii) | do not have pre-emptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights, and (iv) are entitled to one non-cumulative vote per share on all matters on which stockholders may vote. |
Non-Cumulative Voting
Holders of shares of our common stock do not have cumulative voting rights. This means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they choose so, and, in such event, the holders of the remaining shares will not be able to elect any of our directors.
Cash Dividends
As of the date of this prospectus, we have not paid any cash dividends to any stockholder. The declaration of any future cash dividend will be at the discretion of our Board of Directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. Our present intention is not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.
INTEREST OF NAMED EXPERTS AND COUNSEL
The experts or counsel described below have not been hired on a contingent basis and none of them will receive a direct or indirect interest in the Company.
Our audited financial statements for the period from inception through May 31, 2022, have been audited by _______CPA PC. We include the financial statements in reliance on their report, given upon their authority as licensed experts in accounting and auditing.
Attorney at law Robert J. Zepfel, of HADDAN &
ZEPFEL, LLP., has formerly opined the validity of the shares being offered and certain other legal matters and is representing the Company
in connection with this offering
| 15 |
L A M Y’s primary business activity will consist of selling subscriptions to a game-based learning solution called TwoPlus1®.
The TwoPlus1® business venture and eco project were born out of the desire to teach about environmental sustainability, reduction of waste, by using ecologically friendly products and supporting environment adaptation strategies through informed economic decisions.
L A M Y will convey this business project through a new socio-economic themed game model. In the game, the player/s has to utilize innovative economic strategies, science, and technology toward social betterment. The main goal in the game is, while growing personal resources, to achieve a sustainable civilization of abundance for all within the Erth’s ecosystem.
L A M Y is essentially launching an interactive, educational online ecosystem delivered through a game-like environment. Through various exercises, tasks, missions and rewards, it pushes the participant to overcome artificial barriers to planetary wellbeing. Within the TwoPlus1® virtual world environment, the player’s avatar, Scholar, navigates life’s financial obstacles and pitfalls within the fragile ‘Erth’s’ habitat. Patience, wise and prudent decision-making, good management of renewable resources, and correct calculations contribute to earning ‘harmony coins’, progression, and increased utilitarian knowledge.
Our educational product will also work as a high-efficiency budgeting tool for children and adolescents. In a virtual world environment, the player’s avatar is taught the principles of Environmental Social Governance. The immersive ecosystem of the planet Erth will be depicted through the latest graphics and highly elaborate music and sounds, thus expanding the user experience.
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Effectively, our product will offer training in the primary and advanced principles of budgeting. The game, among other, invites Scholar to find a balance between immediate capital gain and long-term benefits.
Project-style tasks are presented to move a player forward. An example of problems that Scholar is challenged with includes the following questions:
What substances destroy the ozone layer in modern modes of production?
What is regenerative organic agriculture?
What is crop rotation?
What is green IT?
Revenue Mechanisms
The user plays the initial stage of the game free of charge to accustomed to the game and their avatar. Assuming the user becomes drawn in, they pay a fee to continue playing and another optional fee to get rid of the ads. A further charge is requested if the player wants to enhance their playing abilities and experience. This is called the ‘Buy a feature’ component. Buying options in a bundle, provides a discount. A special feature in the game will be the ability to purchase virtual real estate.
Product Monetization
Download and start playing - free;
Disable ads - $0.99;
Progression to the advanced part of the game - $0.99;
Free ‘harmony coins’, avatar customization and essential tips - $ 0.99;
Premium account purchase with all three features $ 2.49.
The digital plot of land will cost $1.00 per virtual acre.
In summary, L A M Y will advertise TwoPlus1® as a “free-to-play” game. It will cost nothing to download, but it will grow increasingly complex—and, crucially, more fun—with every additional expenditure. The player will be charged fees for new levels and new features, so it can have ability to progress and gain various assets.
Overall, the
platform shall prove to be exciting and inspire an interest in children to learn how to invest ethically and smart. The game will
teach the child to make economic decisions not only to serve a personal gain but to simultaneously invest in the wellbeing of people
and the planet in general.
Status of Development Efforts of Our Products/Services
L A M Y’s product
is at the initial stage of development. L A M Y has purchased full rights for the TwoPlus1® digital platform and the game.
This also includes its business plan, its brand, and other associated intellectual property, such as the trademark. However, the TwoPlus1®
has neither launched nor fully developed yet. Although we anticipate and plan for a strong brand presence on the world wide web,
our marketing and advertising campaigns are yet to be initiated.
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Trends in the Market Demand and Competitive Conditions
L A M Y’s project contributes to the implementation of many modern initiatives of the Global Program for Sustainable Development supported by the World Bank Group. Example of recent posts contributed to the Global Program on Sustainability (GPS) Knowledge Hub: A new Dawn: Rethinking Sovereign ESG, Riding the Wave: Navigating the ESG landscape for Sovereign Debt Managers, Demystifying ESG, Paving Path: Lessons from Chile's Experience as a Sovereign Issuer for Sustainable Actions, Unlocking Private Finance for Nature.
According to a study by the Global Sustainable Investment Alliance, a network of sustainable investment organizations from around the world, as of early 2018, more than $30 trillion of total assets under management were already accounted for taking into account the principles of ESG. In addition, according to the forecast published by Deutsche Bank, further growth of investment in ESG is expected, which by 2030 will exceed the $100 trillion mark.
According to the mordorintelligence.com, the
gaming market was valued at USD 198.40 billion in 2021, and it is expected to reach a value of USD 339.95 billion by 2027, registering
a CAGR of 8.94% over 2022-2027. Due to nationwide lockdowns implemented because of the COVID-19 pandemic, some people turned to game
platforms to pass the time. Thus, these platforms attracted hundreds and thousands of new visitors to online traffic. Recently, video
gaming trends experienced a massive surge in players and revenue. In other words, the video gaming industry is booming and the market
is incredibly competitive, which forces L A M Y to be highly creative and innovative with its 
product and service.
Description of our Human Capital Resources
Our human capital resources are not extensive, as L A M Y is currently run by a sole officer/director, who occasionally receives third party informal advice at no or moderate cost. However, his ties to the network of firms and individuals in the target industry, his creative potential, and his qualifications should make up for any shortfall at these beginning stages of the business venture. We believe that our business model of admixing the latest tech creativity can attract new and well-qualified personnel, which would aspire to contribute to growing the business.
Contracts and Agreements
L A M Y currently has Seven (7) formal agreements, which are filed as exhibits to this prospectus:
1. Game Development Agreement
2. Professional Engagement Agreement
3. Property Purchase Agreement 1
4. Property Purchase Agreement
2
5. Employment Agreement
6. Stock Purchase Agreement
7. Loan Agreement
The Employment Agreement is with Mr. Dwight Witmer, will draw a salary of $1.00 per annum in the first twelve months of his employment. Mr. Witmer’s payroll will increase to $1,000 per annum in the following year, and $10,000 annually in the year thereafter.
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Insurance
We currently do not maintain insurance.
Employees
We are a development stage company and currently have no employees, other than our sole officer, Mr. Dwight Witmer.
Emerging Growth Company Status under the JOBS Act
L A M Y qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”).
The JOBS Act creates a new category of issuers known as “emerging growth companies.” Emerging growth companies are those with annual gross revenues of less than $1 billion (as indexed for inflation) during their most recently completed fiscal year. The JOBS Act is intended to facilitate public offerings by emerging growth companies by exempting them from several provisions of the Securities Act of 1933 and its regulations. An emerging growth company will retain that status until the earliest of:
| - | The first fiscal year after its annual revenues exceed $1 billion; |
| - | The first fiscal year after the fifth anniversary of its IPO; |
| - | The date on which the company has issued more than $1 billion in non-convertible debt during the previous three-year period; and |
| - | The first fiscal year in which the company has a public float of at least $700 million. |
Financial and Audit Requirements
Under the JOBS Act, emerging growth companies are subject to scaled financial disclosure requirements. Pursuant to these scaled requirements, emerging growth companies may:
| - | Provide only two rather than three years of audited financial statements in their IPO Registration Statement; |
| - | Provide selected financial data only for periods no earlier than those included in the IPO Registration Statement in all SEC filings, rather than the five years of selected financial data normally required; |
| - | Delay compliance with new or revised accounting standards until they are made applicable to private companies; and |
| - | Be exempted from compliance with Section 404(b) of the Sarbanes-Oxley Act, which requires companies to receive an outside auditor's attestation regarding the issuer's internal controls. |
Offering Requirements
In addition, during the IPO offering process, emerging growth companies are exempt from:
| - | Restrictions on analyst research prior to and immediately after the IPO, even from an investment bank that is underwriting the IPO; |
| - | Certain restrictions on communications to institutional investors before filing the IPO registration statement; and |
The requirement initially to publicly file IPO Registration Statements. Emerging growth companies can confidentially file draft Registration Statements and any amendments with the SEC. Public filings of the draft documents must be made at least 21 days prior to commencement of the IPO “roadshow.”
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Other Public Company Requirements
Emerging growth companies are also exempt from other ongoing obligations of most public companies, such as:
| - | The requirements under Section 14(i) of the Exchange Act and Section 953(b)(1) of the Dodd-Frank Act to disclose executive compensation information on pay-for-performance and the ratio of CEO to median employee compensation; |
| - | Certain other executive compensation disclosure requirements, such as the compensation discussion and analysis, under Item 402 of Regulation S-K; and |
| - | The requirements under Sections 14A(a) and (b) of the Exchange Act to hold advisory votes on executive compensation and golden parachute payments. |
The election under Section 107(b) of the JOBS Act
As an emerging growth company, we have made the irrevocable election to not adopt the extended transition period for complying with new or revised accounting standards under Section 107(b), as added by Section 102(b), of the JOBS Act. This election allows companies to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies.
L A M Y’s property consists of physical property held at the Company’s offices, and intangible and intellectual property stored on the company hard drive. The property’s nature and value are referenced in the Financial Report section, beginning at the page F-1.
We are not involved in any pending legal proceeding, nor are we aware of any pending or threatened litigation against us.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
No public market currently exists for shares of our common stock. Following completion of this offering, we intend to apply to have our common stock listed for quotation on the Over-the-Counter Bulletin Board and apply to trade our stock under the ticker symbol LAMY.
Penny Stock Rules
The Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).
A purchaser is purchasing penny stock which limits the ability to sell the stock. The shares offered by this prospectus constitute penny stock under the Securities and Exchange Act. The shares will remain penny stocks for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.
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The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document, which:
| - | contains a description of the nature and level of risk in the market for penny stock in both public offerings and secondary trading; |
| - | contains a description of the broker's or dealer's duties to the customer and of the rights and rules of L A M Y available to the customer with respect to a violation of such duties or other requirements of the Securities Act of 1934, as amended; |
| - | contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" price for the penny stock and the significance of the spread between the bid and ask price; |
| - | toll-free telephone number for inquiries on disciplinary actions; |
| - | defines significant terms in the disclosure document or in the conduct of trading penny stocks; and |
| - | contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation; |
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:
| - | the bid and offer quotations for the penny stock; |
| - | the compensation of the broker-dealer and its salesperson in the transaction; |
| - | the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and |
| - | monthly account statements showing the market value of each penny stock held in the customer's account. |
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities.
Regulation M
Our Director, who will offer and sell the shares, is aware that he is required to comply with the provisions of Regulation M promulgated under the Securities Exchange Act of 1934, as amended. With certain exceptions, Regulation M precludes the officers and directors, sales agents, any broker-dealer or other person who participate in the distribution of shares in this offering from bidding for or purchasing or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete.
Reports
We are subject to certain reporting requirements and will furnish annual financial reports to our stockholders, certified by our independent accountants, and will furnish un-audited interim financial statements in our quarterly reports filed electronically with the Securities and Exchange Commission. All reports and information filed by us can be found at the SEC website, www.sec.gov.
Stock Transfer Agent
We do not have a stock transfer agent at this time. We intend to appoint a stock transfer agent following the completion of this offering.
Financial Statements
Our fiscal year-end is May 31. In this prospectus we provide financial statements audited by an Independent Registered Public Accounting Firm; going forward we will be providing them in our annual reports and interim reviews. The audited financial statements for the period from inception through May 31, 2022, can be found on page F-1.
Supplementary Financial Information
Disclosure of material quarterly changes is not applicable to our current financial statements.
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MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS
The investor considering investing in our stock should read the following discussion and analysis of our financial condition and results of operations so far, together with our consolidated financial statements and the related notes and other financial information included further forth in this prospectus. Some of the information contained in this discussion and analysis or disclosed elsewhere in this prospectus, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. The investor should review the “Risk Factors” section of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
As we qualify as an “emerging growth company” under the JOBS Act, we are permitted to and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:
| - | Have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; |
| - | Provide an auditor attestation with respect to management’s report on the effectiveness of our internal controls over financial reporting; |
| - | Comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); |
| - | Submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and |
| - | Disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. |
In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have decided to select a consistent election regarding compliance with new or revised accounting standards.
We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period. However, even if we no longer qualify for the exemptions for an emerging growth company, we may still be, in certain circumstances, subject to scaled disclosure requirements as a smaller reporting company. For example, smaller reporting companies, like emerging growth companies, are not required to provide a compensation discussion and analysis under Item 402(b) of Regulation S-K or auditor attestation of internal controls over financial reporting.
Liquidity and Capital Resource
Our cash balance is $10,107 as of May 31, 2022, and a working capital surplus of $10,107. Yet we believe that our cash balance is not sufficient to fund our operations for any period of time. We have been utilizing and may utilize funds from our Director, Dwight Witmer, who has informally agreed to advance funds to pay for the offering costs, filing fees, and professional fees.
As of May 31, 2022 L A M Y owns TwoPlus1® intellectual property in the net value of $28,870. The Company also owns physical assets net valued at $15,019. The purchase agreements for these properties are filed as exhibits to this Registration Statement.
As of May 31, 2022, Dwight Witmer advanced $10,000 in cash & $15,100 in form of assets for company setup expenses and operating working capital. Our Director, although currently has an interest to do so, has no formal further commitment, arrangement, or legal obligation to advance or loan funds to the Company. In order to implement our 12 month plan of operations, we require a minimum of $30,000 of funding from this offering. Being a development stage company, we have a very limited operating history. After the twelve-month period, we may need additional financing. We do not currently have any arrangements for additional financing beside our Director’s will to lend us additional capital.
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From inception on January 31, 2022, through May 31, 2022, the Company had net cash used in operating activities of $(726), and net cash provided by financing activities of $54,933. Net cash provided by financing activities was advanced from the Director in the cash $10,000 & $15,100 in form of assets. The Company acquired its intangibles with accounts payable of $29,000 with a due date of May 26, 2024. We have issued a note payable in this regard for the amount of $29,000, and it is filed as an exhibit to this Registration Statement.
Results of Operations
L A M Y has generated no revenue to date of this prospectus, while it has incurred expenses of $937 for the starting costs and professional fees from inception to May 31, 2022.
Long-term financing beyond the maximum aggregate amount of this offering may be required to expand our business. The exact amount of funding will depend on the scale of our development and expansion. We do not currently have planned our expansion, and we have not decided yet on the scale of our development and expansion and on the exact amount of funding needed for our long-term financing. Our full business plan includes activities described in the Plan of Operations tables below.
Our independent registered public accountant has issued a going concern opinion. This means that there is a doubt that we can continue as an ongoing business for the next twelve months unless we obtain additional capital to cover our expenses. This is because we have not generated revenues and no revenue is anticipated until we complete our initial business development. There is no assurance we will ever reach that stage.
To meet our need for cash we are attempting to raise money from this offering. We believe that we will be able to raise enough money through this offering to continue our proposed operations through the utilization of the funds as scheduled below:
Plan of Operations
12 months in USD - Minimum Amount Raised Scenario
| Use of funds by month | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 1 year |
| Proceeds | 25 000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 25 000 |
| Operations activities & Costs | 2 080 | 2 080 | 2 080 | 2 080 | 2 080 | 2 080 | 2 080 | 2 080 | 2 080 | 2 080 | 2 100 | 2 100 | 25 000 |
| SEC public reporting costs | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 9 600 |
| Digital platform development | 150 | 150 | 150 | 150 | 150 | 150 | 150 | 150 | 150 | 150 | 150 | 150 | 1 800 |
| Filming equipment and software | 250 | 250 | 250 | 250 | 250 | 250 | 250 | 250 | 250 | 250 | 250 | 250 | 3 000 |
| Marketing and advertising | 290 | 290 | 290 | 290 | 290 | 290 | 290 | 290 | 290 | 290 | 300 | 300 | 3 500 |
| Staff hiring | 240 | 240 | 240 | 240 | 240 | 240 | 240 | 240 | 240 | 240 | 250 | 250 | 2 900 |
| VR studio rent | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 2 400 |
| Office equipment | 150 | 150 | 150 | 150 | 150 | 150 | 150 | 150 | 150 | 150 | 150 | 150 | 1 800 |
| Cash flow | 22 920 | 20 840 | 18 760 | 16 680 | 14 600 | 12 520 | 10 440 | 8 360 | 6 280 | 4 200 | 2 100 | 0 | 0 |
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12 months in USD - Moderate Amount Raised Scenario
| Use of funds by month | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 1 year |
| Income | 50 000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 50 000 |
| Operations activities & Costs | 4 150 | 4 150 | 4 150 | 4 150 | 4 150 | 4 150 | 4 150 | 4 150 | 4 200 | 4 200 | 4 200 | 4 200 | 50 000 |
| SEC public reporting costs | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 9 600 |
| Digital platform development | 500 | 500 | 500 | 500 | 500 | 500 | 500 | 500 | 500 | 500 | 500 | 500 | 6 000 |
| Programmers and developers | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 2 400 |
| Filming equipment and software | 600 | 600 | 600 | 600 | 600 | 600 | 600 | 600 | 600 | 600 | 600 | 600 | 7 200 |
| Marketing and advertising | 600 | 600 | 600 | 600 | 600 | 600 | 600 | 600 | 600 | 600 | 600 | 600 | 7 200 |
| Staff hiring | 500 | 500 | 500 | 500 | 500 | 500 | 500 | 500 | 500 | 500 | 500 | 500 | 6 000 |
| VR studio rent | 450 | 450 | 450 | 450 | 450 | 450 | 450 | 450 | 500 | 500 | 500 | 500 | 5 600 |
| Office equipment | 400 | 400 | 400 | 400 | 400 | 400 | 400 | 400 | 400 | 400 | 400 | 400 | 4 800 |
| Statistical data acquisition | 100 | 100 | 100 | 100 | 100 | 100 | 100 | 100 | 100 | 100 | 100 | 100 | 1 200 |
| Cash flow | 45 850 | 41 700 | 37 550 | 33 400 | 29 250 | 25 100 | 20 950 | 16 800 | 12 600 | 8 400 | 4 200 | 0 | 0 |
12 months in USD - Likely Amount Raised Scenario
| Use of funds by month | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 1 year |
| Income | 75 000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 75 000 |
| Operations activities & Costs | 6 250 | 6 250 | 6 250 | 6 250 | 6 250 | 6 250 | 6 250 | 6 250 | 6 250 | 6 250 | 6 250 | 6 250 | 75 000 |
| SEC public reporting costs | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 9 600 |
| Digital platform development | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 9 600 |
| Programmers and developers | 400 | 400 | 400 | 400 | 400 | 400 | 400 | 400 | 400 | 400 | 400 | 400 | 4 800 |
| Technical documentation | 100 | 100 | 100 | 100 | 100 | 100 | 100 | 100 | 100 | 100 | 100 | 100 | 1 200 |
| Filming equipment and software | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 9 600 |
| Marketing and advertising | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 9 600 |
| Staff hiring | 700 | 700 | 700 | 700 | 700 | 700 | 700 | 700 | 700 | 700 | 700 | 700 | 8 400 |
| VR studio rent | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 800 | 9 600 |
| Office equipment | 600 | 600 | 600 | 600 | 600 | 600 | 600 | 600 | 600 | 600 | 600 | 600 | 7 200 |
| Consulting | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 2 400 |
| Market analysis, R @ D | 150 | 150 | 150 | 150 | 150 | 150 | 150 | 150 | 150 | 150 | 150 | 150 | 1 800 |
| Statistical data acquisition | 100 | 100 | 100 | 100 | 100 | 100 | 100 | 100 | 100 | 100 | 100 | 100 | 1 200 |
| Cash flow | 68 750 | 62 500 | 56 250 | 50 000 | 43 750 | 37 500 | 31 250 | 25 000 | 18 750 | 12 500 | 6 250 | 0 | 0 |
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12 months in USD - Optimal Amount Raised Scenario
| Month | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 1 year |
| Proceeds | 120 000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 120 000 |
| Expenditure | 10 000 | 10 000 | 10 000 | 10 000 | 10 000 | 10 000 | 10 000 | 10 000 | 10 000 | 10 000 | 10 000 | 10 000 | 120 000 |
| Public reporting | 2 000 | 2 000 | 2 000 | 2 000 | 2 000 | 2 000 | 2 000 | 2 000 | 2 000 | 2 000 | 2 000 | 2 000 | 24 000 |
| Digital product development | 2 000 | 2 000 | 2 000 | 2 000 | 2 000 | 2 000 | 2 000 | 2 000 | 2 000 | 2 000 | 2 000 | 2 000 | 24 000 |
| Software development | 1 500 | 1 500 | 1 500 | 1 500 | 1 500 | 1 500 | 1 500 | 1 500 | 1 500 | 1 500 | 1 500 | 1 500 | 18 000 |
| Technical recording | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 2 400 |
| Marketing and advertising | 900 | 900 | 900 | 900 | 900 | 900 | 900 | 900 | 900 | 900 | 900 | 900 | 10 800 |
| Wages | 1 000 | 1 000 | 1 000 | 1 000 | 1 000 | 1 000 | 1 000 | 1 000 | 1 000 | 1 000 | 1 000 | 1 000 | 12 000 |
| ESG specialists | 1 100 | 1 100 | 1 100 | 1 100 | 1 100 | 1 100 | 1 100 | 1 100 | 1 100 | 1 100 | 1 100 | 1 100 | 13 200 |
| Pedagogue | 900 | 900 | 900 | 900 | 900 | 900 | 900 | 900 | 900 | 900 | 900 | 900 | 10 800 |
| Syllabus specialist | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 2 400 |
| R&D | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 2 400 |
| Cash flow | 110 000 | 100 000 | 90 000 | 80 000 | 70 000 | 60 000 | 50 000 | 40 000 | 30 000 | 20 000 | 10 000 | 0 | 0 |
We cannot guarantee that when we carry out planned operations, we will remain afloat. If we are unable to successfully implement our plans, we may use up the proceeds from this offering faster than anticipated and will be in need of additional funding sources. At the present time, we have not made any arrangements to raise significant cash other than through this offering.
If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise it, or we will cease operations entirely. Even if we raise $120,000 from this offering, which we expect should keep us afloat for a year, we may still need more funds for business operations thereafter; thus, we would have to revert to obtaining additional money.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Beside from a going concern qualification on the Company’s financial statements for the fiscal year ended May 31, 2022, the report of our auditor on the audited financial statements of the Company for the fiscal year ended May 31, 2022, did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles.
During the fiscal years ended May 31, 2022, the Company nor anyone acting on its behalf consulted the Auditor Entity with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that the Auditor Entity concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issues; or (ii) any matter that was the subject of a disagreement or a reportable event set forth in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K.
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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS
Directors of the corporation are elected by the stockholders to a term of one year and serve until a successor is elected and qualified. Officers of the corporation are appointed by the Board of Directors to a term of one year and serve until a successor is duly appointed and qualified, or until he or she is removed from office.
Our founder’s educational background, experience, and qualifications make us believe that he is very well qualified for the directorship of our company.
The name, address, age, and position of our officer and director is set forth below:
| Name and Address | Age | Position(s) | ||
| Dwight Witmer | 43 | Director, CEO and CFO | ||
| 10 Sextons House, Bardsley Ln. London SE10 9RQ, U.K. |
Dwight Witmer has been holding the above-stated positions since the inception of the Company and is expected to hold them until the next annual meeting of our stockholders. Thereby, Mr. Witmer is currently the sole officer and control person of L A M Y.
Professional Background Information About our Director
QUALIFICATIONS
· Diploma in Financial Planning – SPS Attained
· Financial Planning Certificate 1, 2 & 3
· JO1 (Taxation)
· JO2 (Trusts)
· JO4 (Pension Funding)
· JO5 (Pension Income)
· SV1 (Savings & Investments)
· CF7 (Lifetime Mortgages)
· CF8 (Long Term Care Planning)
· HR1 (Home Reversion Plans)
· Mortgage Advice Qualification (MAQ)
· Diploma for Secondary Higher Education (A Level equivalent)
Graduated with Honours
· University of Cambridge, Certificate for Proficiency in English
Grade A
· State of Belgium, Advanced Diploma for English
Grade A
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PROFESSIONAL EXPERIENCE
| Company | Financial Advice Boutique |
| Dates | January 2014 – To Present |
| Occupation / Position Held | Independent Financial Adviser – Sustainable Finance - Director |
| Duties |
Providing tailored independent financial planning and financing advice to individuals and small businesses, underpinned by social and environmental values. |
| Business Sector | Directly Authorized Independent Financial Adviser Firm |
|
Company |
Fairey Associates |
| Dates | April 2011 – August 2013 |
| Occupation / Position Held | Independent Financial Adviser – Ethical Finance |
| Company | Positive Solutions |
| Dates | August 2009 – December 2010 |
| Occupation / Position Held | Independent Financial Adviser |
| Company | St James’ Place Wealth Management |
| Dates | January 2007 – August 2009 |
| Occupation / Position Held | Associate Partner |
| Company | Bates Millfield |
| Dates | September 2004 – December 2006 |
| Occupation/Position Held | Independent Financial Adviser |
| Company | Faber Callidus - Zurich Advice Network |
| Dates | September 2003 – August 2004 |
| Occupation/ Position Held | Trainee Financial Adviser |
Languages: English, Dutch, French, Spanish and German
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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
In the event that we register under the Securities Exchange Act of 1934 (the “Exchange Act” or “1934 Act”), Section 16(a) of that act will require our directors and executive officers, and persons who own more than ten percent of our common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes of ownership of our common stock. Officers, directors, and greater than ten percent stockholders will be required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.
We intend to ensure to the best of our ability that all Section 16(a) filing requirements applicable to our officers, directors, and greater than ten percent beneficial owners comply within a timely fashion.
Currently Mr. Witmer does not draw salary from the Company. There is no planned or non-planed compensation awarded to, earned by, or paid to the named executive officer. This is likely to change in the future, as we may approve a salary when, or if, the Company starts generating revenue. We do not currently have any company benefits, such as health or life insurance available.
Summary Compensation Table (1)
| Name and Principal Position | Year | Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value and Non-qualified Deferred Compensation Earnings | All Other Compensation | Total | |||||||||
| Dwight Witmer, Director | 2022 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Outstanding Equity Awards at Fiscal Year End
| Option Awards | Stock Awards | |||||||||||||||||
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards; Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | |||||||||
| Dwight Witmer | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||
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Officer Compensation
| Name | Fees Earned or Paid in Cash | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | |||||||
| Dwight Witmer | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Option Grants
There have been no individual
grants of stock options to purchase our common stock made to the executive officer named in the Summary Compensation Table.
Aggregated Option Exercises and Fiscal Year-End Option Value
There have been no stock options exercised by the executive officer named in the Summary Compensation Table.
Long-Term Incentive Plan (“LTIP”) Awards
There have been no awards made to a named executive officer in the last completed fiscal year under any LTIP.
Compensation of Directors
If agreed, directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to or accrued to, our director in such capacity yet.
Employment Agreements
There are currently no employment agreements in place.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth, as of the date of this prospectus, the total number of shares owned beneficially by our director, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what the percentage of ownership will be assuming completion of the sale of all shares in this offering, (which we cannot guarantee), as well as at 75%, 50%, and 25% levels of sales. The stockholder listed below has direct ownership of his shares and possesses sole voting and dispositive power with respect to the shares.
Assuming 100% of shares sold in the Offering:
| No. of | No. of | |||||||||||||||
| Shares | Shares | Percentage | Percentage | |||||||||||||
| Name and Address of | Before | After | Before | After | ||||||||||||
| Beneficial Owner | Offering | Offering | Offering | Offering | ||||||||||||
| Dwight Witmer | 5,000,000 | 17,000,000 | 100% | 29.41% | ||||||||||||
| 10 Sextons House, London SE10 9RQ, U.K. | ||||||||||||||||
| All Officers and Directors as a Group | 5,000,000 | 5,000,000 | 100% | 29.41% | ||||||||||||
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Assuming 75% shares sold in the Offering:
| No. of | No. of | |||||||||||||||
| Shares | Shares | Percentage | Percentage | |||||||||||||
| Name and Address of | Before | After | Before | After | ||||||||||||
| Beneficial Owner | Offering | Offering | Offering | Offering | ||||||||||||
| Dwight Witmer | 5,000,000 | 14,000,000 | 100% | 35.71% | ||||||||||||
| 410 Sextons House, London SE10 9RQ, U.K. | ||||||||||||||||
| All Officers and Directors as a Group | 5,000,000 | 14,000,000 | 100% | 35.71% | ||||||||||||
Assuming 50% shares sold in the Offering:
| No. of | No. of | |||||||||||||||
| Shares | Shares | Percentage | Percentage | |||||||||||||
| Name and Address of | Before | After | Before | After | ||||||||||||
| Beneficial Owner | Offering | Offering | Offering | Offering | ||||||||||||
| Dwight Witmer | 5,000,000 | 11,000,000 | 100% | 45.45% | ||||||||||||
| 10 Sextons House, London SE10 9RQ, U.K. | ||||||||||||||||
| All Officers and Directors as a Group | 5,000,000 | 11,000,000 | 100% | 45.45% | ||||||||||||
Assuming 25% shares sold in the Offering:
| No. of | No. of | |||||||||||||||
| Shares | Shares | Percentage | Percentage | |||||||||||||
| Name and Address of | Before | After | Before | After | ||||||||||||
| Beneficial Owner | Offering | Offering | Offering | Offering | ||||||||||||
| Dwight Witmer | 5,000,000 | 8,000,000 | 100% | 62.5% | ||||||||||||
| 10 Sextons House, London SE10 9RQ, U.K. | ||||||||||||||||
| All Officers and Directors as a Group | 5,000,000 | 8,000,000 | 100% | 62.5% | ||||||||||||
Future Sales by Existing Stockholders
A total of 5,000,000 shares have been issued to the existing stockholder, all of which are restricted securities, as that term is defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Act. Under Rule 144, restricted shares can be publicly sold, subject to volume restrictions and certain restrictions on the manner of sale, commencing one year after their acquisition. Any sale of shares held by the existing stockholder (after applicable restrictions expire) and/or the sale of shares purchased in this offering (which would be immediately resalable after the offering), may have a depressive effect on the price of our common stock in any market that may develop, of which there can be no assurance. Our shareholders will not be permitted to use Rule 144 if we are deemed to be a shell company. We are not a shell company, but rather a start-up company, as we have a definite business plan and have undertaken substantial business activities such as to engage with our suppliers and potential customers – which two formal agreements with of our clients demonstrate.
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TRANSACTIONS WITH RELATED PERSONS, PROMOTERS, AND CERTAIN CONTROL PERSONS
Our sole officer/director, Dwight Witmer, has purchased 5,000,000 shares of the company’s common stock, valued at 0.0001 per share, for the amount of $500.
As of May 31, 2022, the Company had a loan outstanding with Mr. Witmer, a related party, amounting to $25,100 out of which $10,000 is rendered at 10% APR, and it is unsecured. No principal of this loan is due before July 1, 2023.
RELATED PARTY TRANSACTION POLICIES AND
PROCEDURES
POLICY
It is the policy of the Board of Directors (the “Board”) of L A M Y (the “Company”) that all Related Party Transactions, as that term is defined in this policy, shall be subject to review in accordance with the procedures set forth below. The Board has determined that the Audit Committee (the “Committee”) is best suited to review all Related Party Transactions. The Company is currently in the process of forming an audit committee with a particular role to act independently from the executive, and to ensure that the interests of shareholders are properly protected in relation to financial reporting and internal control.
PROCEDURES
The Committee shall review the material facts of all Related Party Transactions and may also approve or disapprove of the entry into the Related Party Transaction. Where advance Committee review of a Related Party Transaction is not feasible or has otherwise not been obtained, then the Related Party Transaction shall be reviewed subsequently by the Committee (and such transaction may be ratified subsequently by the Committee). The Committee may also disapprove of a previously entered into Related Party Transaction and may require that management of the Company take all reasonable efforts to terminate, unwind, cancel or annul the Related Party Transaction. In connection with its review of a Related Party Transaction, the Committee will take into account, among other factors it deems appropriate, whether the Related Party Transaction is on terms no equal to the terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the Related Party’s interest in the Related Party Transaction.
Management shall present to the Audit Committee the following information, to the extent relevant, with respect to actual or potential Related Party Transactions:
1. A general description of the transaction(s), including the material terms and conditions.
2. The name of the Related Party and the basis on which such person or entity is a Related Party.
3. The Related Party’s interest in the transaction(s), including the Related Party’s position or relationship with, or ownership of, any entity that is a party to or has an interest in the transaction(s).
4. The dollar value of the transaction(s), and the dollar value of the Related Party’s interest in the transaction(s) without regard to amount of profit or loss.
5. In the case of a lease or other transaction providing for periodic payments or installments, the aggregate amount of all periodic payments or installments expected to be made.
6. In the case of indebtedness, the aggregate amount of principal to be outstanding and the rate or amount of interest to be payable on such indebtedness.
7. Any other material information regarding the transaction(s) or the Related Party’s interest in the transaction(s).
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Each director who is a Related Party with respect to a particular Related Party Transaction shall disclose all material information to the Committee concerning such Related Party Transaction and his or her interest in such transaction. The Audit Committee or the Board of Directors may recommend the creation of a special committee to review any Related Party Transaction.
This Policy is intended to augment and work in conjunction with other Company policies having any code of conduct, code of ethics and/or conflict of interest provisions.
DEFINITIONS
A “Related Party Transaction” is any financial transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) in which:
| (a) | any aggregate amount involved since the beginning of the Company’s last completed fiscal year, |
| (b) | the Company or any of its subsidiaries is a participant, and |
| (c) | any Related Party has or will have a direct or indirect interest. |
A “Related Party” is any:
| (a) | person who is or was (since the beginning of the last fiscal year for which the Company has filed a Form 10-K and proxy statement, even if they do not presently serve in that role) an executive officer, director or nominee for election as a director, |
| (b) | greater than 5% beneficial owner of the Company’s common stock, or |
| (c) | Immediate Family Member of any of the foregoing. An “Immediate Family Member” includes a person’s spouse, parents, stepparents, children, stepchildren, siblings, mothers- and fathers-in-law, sons and daughters-in-law, and brothers- and sisters-in-law and anyone residing in such person’s home (other than a tenant or employee). |
Pursuant to the Articles of Incorporation and By-Laws of the corporation, we may indemnify a director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner, he reasonably believed to be in our best interest. In certain cases, we may advance expenses incurred in defending any such proceeding. To the extent that the director is successful on the merits in any such proceeding as to which such person is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the Director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Wyoming.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit, or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.
| 32 |
We have filed a registration statement on Form S-1, of which this prospectus is a part, with the U.S. Securities and Exchange Commission. Upon completion of the registration, we will be required to file all requisite reports, such as Forms 10-K, 10-Q, and 8-K, and other information with the Commission. Upon our registration under the 1934 Act, we would also be required to file additional documents with the Commission such as proxy statements under Section 14 of the 1934 Act. Such reports, proxy statements, this registration statement, and other information, may be inspected and copied at the public reference facilities maintained by the Commission at 100 Fifth Street NE, Washington, D.C. 20549. Copies of all materials may be obtained from the Public Reference Section of the Commission's Washington, D.C. office at prescribed rates. You may obtain information regarding the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The Commission also maintains a website that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the Commission at http://www.sec.gov.
| 33 |
L A M Y
CONDENSED FINANCIAL STATEMENT
FOR THE YEAR ENDED May 31, 2022
TABLE OF CONTENTS
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the board of directors of LAMY
Opinion on the Financial Statements
We have audited the accompanying balance sheet of LAMY (the “Company”) as of May 31, 2022, the related statement of operations, stockholders' equity (deficit), and cash flows for the period January 31, 2022 (Inception) through May 31, 2022 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 2022, and the results of its operations and its cash flows for the period January 31, 2022 (Inception) through May 31, 2022, in conformity with accounting principles generally accepted in the United States.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/S BF Borgers CPA PC
BF Borgers CPA PC
We have served as the Company's auditor since 2022
Lakewood, CO
July 27, 2022
| F-2 |
LAMY.
| MAY 31, 2022 | ||||
| ASSETS | ||||
| Current Assets | ||||
| Cash & cash equivalents | $ | 10,107 | ||
| Total current assets | $ | 10,107 | ||
| Intangibles (net) | $ | 28,870 | ||
| Non-Current assets | ||||
| Equipment (net) | $ | 15,019 | ||
| Total non-Current assets | $ | 15,019 | ||
| TOTAL ASSETS | $ | 53,996 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
| Current Liabilities | ||||
| Accrued expenses | $ | – | ||
| Total current liabilities | $ | – | ||
| Non-Current Liabilities | ||||
| Loan from related party | $ | 15,100 | ||
| Note Payable - related parties | $ | 10,000 | ||
| Note Payable - others | $ | 29,000 | ||
| Accrued Interest | $ | 333 | ||
| Total non-current liabilities | $ | 54,433 | ||
| Total Liabilities | $ | 54,433 | ||
| Stockholders’ Equity (Deficit) | ||||
| Common stock, $0.0001 par value, 100,000,000 shares authorized; 5,000,000 shares issued and outstanding | 500 | |||
| Additional Paid-In-Capital | 0 | |||
| Accumulated Deficit | (937 | ) | ||
| Total Stockholders’ equity (deficit) | $ | (437 | ) | |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | 53,996 | ||
The accompanying notes are an integral part of these financial statements.
| F-3 |
LAMY.
| For the period from January 31, 2022 to May 31, 2022 | ||||
| Revenue | – | |||
| Cost of revenue | – | |||
| Gross Profit | $ | – | ||
| Operating Expenses | ||||
| General and administrative expenses | 937 | |||
| Total Operating expenses | (937 | ) | ||
| Income (Loss) before provision for income taxes | (937 | ) | ||
| Provision for income taxes | 0 | |||
| Net income (loss) | $ | (937 | ) | |
| Income (loss) per common share: | ||||
| Basic and diluted | $ | (0.00 | ) | |
| Weighted Average Number of Common Shares Outstanding: | ||||
| Basic and diluted | 1,630,137 | |||
The accompanying notes are an integral part of these financial statements.
| F-4 |
LAMY
STATEMENT OF STOCKHOLDER’S EQUITY (DEFICIT)
FOR THE PERIOD FROM JANUARY 31, 2022 TO MAY 31, 2022
| Number of Common Shares | Amount | Additional Paid-In-Capital | Deficit accumulated | Total | ||||||||||||||||
| Balance at January 31, 2022 | 0 | $ | 0 | $ | – | 0 | 0 | |||||||||||||
| Shares issued at $0.0001 | 5,000,000 | 500 | – | – | 500 | |||||||||||||||
| Net loss | – | – | – | (937 | ) | (937 | ) | |||||||||||||
| Balances as of May 31, 2022 | 5,000,000 | 500 | $ | – | (937 | ) | (437 | ) | ||||||||||||
The accompanying notes are an integral part of these financial statements.
| F-5 |
LAMY
| For the period from January 31, 2022 to May 31, 2022 | ||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||
| Net loss | $ | (937 | ) | |
| Adjustment as of non-cash items; | ||||
| Depreciation | 81 | |||
| Amortization | 130 | |||
| Changes in operating assets and liabilities | 0 | |||
| Net cash provided by (used in) Operating activities | (726 | ) | ||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||
| Purchase of non-current assets | (44,100 | ) | ||
| Net cash provided by (used in) Investing activities | (44,100 | ) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||
| Proceeds from sale of common stock | 500 | |||
| Proceeds of loan from shareholder | 15,100 | |||
| Proceeds from note payable – related party | 10,000 | |||
| Proceeds from note payable – others | 29,000 | |||
| Accrued Interest | 333 | |||
| Net cash provided by Financing activities | 54,933 | |||
| Increase (decrease) in cash and equivalents | 10,107 | |||
| Cash and equivalents at beginning of the period | 0 | |||
| Cash and equivalents at end of the period | $ | 10,107 | ||
| Supplemental cash flow information: | ||||
| Cash paid for: | ||||
| Interest | $ | – | ||
| Taxes | $ | – | ||
The accompanying notes are an integral part of these financial statements.
| F-6 |
LAMY
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM JANUARY 31, 2022 TO MAY 31, 2022
NOTE 1 – ORGANIZATION AND BUSINESS
LAMY. (the “Company”) is a corporation established under the corporation laws in the State of Wyoming on January 31, 2022. Company intends to develop a successful business through provision of financial knowledge and resource management to the youngsters through an educational platform and, chiefly, an immersive video game called TwoPlus1®.
The Company has adopted May 31 fiscal year end.
NOTE 2 – GOING CONCERN
The Company’s financial statements as of May 31, 2022 have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company has accumulated loss from inception (January 31, 2022) to May 31, 2022 of $937. These factors among others raise substantial doubt about the ability of the company to continue as a going concern for a reasonable period of time.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.
New Accounting Pronouncements
There were various accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our financial position, operations or cash flows.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.
| F-7 |
Stock-Based Compensation
As of May 31, 2022, the Company has not issued any stock-based payments to its employees.
Stock-based compensation is accounted for at fair value in accordance with ASC 718, when applicable. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.
Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.
Fair Value of Financial Instruments
ASC 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of May 31, 2022.
The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash, accounts payable and related party loan payable. Fair values were assumed to approximate carrying values for these financial instruments as either they do not have any active market or are short term in nature and therefore their carrying amounts approximate fair value.
Income Taxes
Income taxes are provided in accordance with ASC No. 740, Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Revenue Recognition
We adopted Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers”, and all related interpretations for recognition of our revenue from tours and services. Previously we recorded revenue based on ASC Topic 605. Adoption of new accounting standard did not have any material impact on our reported revenue.
Revenue is recognized when the following criteria are met:
| - | Identification of the contract, or contracts, with customer; | |
| - | Identification of the performance obligations in the contract; | |
| - | Determination of the transaction price; | |
| - | Allocation of the transaction price to the performance obligations in the contract; and | |
| - | Recognition of revenue when, or as, we satisfy performance obligation. |
The Company has evaluated all the recent accounting pronouncements and determined that there are no other accounting pronouncements that will have a material effect on the Company’s financial statements.
| F-8 |
Fixed Assets
Fixed assets are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. The cost comprises purchase price, borrowing costs, if capitalization criteria are met and directly attributable cost of bringing the asset to its working condition for the intended use. Any subsidy/reimbursement/contribution received for installation and acquisition of any fixed assets is shown as deduction in the year of receipt. Capital work- in progress is stated at cost.
Subsequent expenditure related to an item of fixed assets is added to its book value only if it increases the future benefits from the existing asset beyond its previously assessed standard of performance. All other expenses on existing fixed assets, including day-to-day repairs and maintenance expenditure and cost of replacing parts, are charged to the Statement of Profit and Loss for the period during which such expenses are incurred.
Gains or losses arising from de-recognition of fixed assets are measured as the difference between the net disposal proceeds and the carrying amount of the assets derecognized.
The Company utilizes straight-line depreciation over the estimated useful life of the asset.
Office Equipment – 3 years
Earnings per Share
ASC No. 260, “Earnings Per Share”, specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. The Company has adopted the provisions of ASC No. 260.
Basic net loss per share amounts is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company.
NOTE 4 – EQUIPMENT (NET)
Company acquired equipment as on May 25, 2022 for $15,100.
The Company depreciates its property using straight-line depreciation over the estimated useful life of 3 years.
For the year ended May 31, 2022 the company recorded $81 in depreciation expense. From inception (January 31, 2022) through May 31, 2022 the company has recorded a total of $81 in depreciation expense.
NOTE 5 – INTANGIBLE ASSETS
Company acquired intangibles as on May 26, 2022 and consist of Videogame platform and related property rights of $29,000. The Company amortize its intangibles using straight-line depreciation over the estimated useful life of 3 years.
For the year ended May 31, 2022 the company recorded $130 in amortization expense. From inception (January 31, 2022) through May 31, 2022 the company has recorded a total of $130 in amortization expense.
NOTE 6 – CAPITAL STOCK
The Company has 100,000,000 shares of common stock authorized with a par value of $0.0001 per share.
In February 2022, the Company issued 5,000,000 shares of its common stock at $0.0001 per share for total proceeds of $500.
As of May 31, 2022, the Company had 5,000,000 shares issued and outstanding.
| F-9 |
NOTE 7 – RELATED PARTY TRANSACTIONS
In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities.
Since inception (January 31, 2022) through May 31, 2022, the Company’s sole officer and director loaned the Company $15,100 in exchange for assets & $10,000 as a long-term loan with defined payment terms and 10% simple interest per annum. This long-term loan was obtained by the company as on February 01, 2022 and Interest accrued on this loan during the period ended May 31, 2022 was $333. As of May 31, 2022, the total principal amount outstanding to related party was $25,100 while accrued interest is $333.
NOTE 8 - INCOME TAXES
The reconciliation of income tax benefit at the U.S. statutory rate of 21% for the period ended May 31, 2022 to the company’s effective tax rate is as follows:
| Tax benefit at U.S. statutory rate | $ | (197 | ) | |
| Change in valuation allowance | 197 | |||
| $ | – |
The tax effects of temporary differences that give rise to significant portions of the net deferred tax assets at May 31, 2022 are as follows:
| Deferred tax assets: | ||||
| Net operating loss | $ | (197 | ) | |
| Valuation allowance | 197 | |||
| $ | – | |||
The Company has approximately $937 of net operating losses (“NOL”) carried forward to offset taxable income, if any, in future years which expire in fiscal 2041. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.
NOTE 9 - SUBSEQUENT EVENTS
The Company has evaluated subsequent events to the date these financial statements were issued and has determined that there are no items to disclose.
| F-10 |
DEALER PROSPECTUS DELIVERY OBLIGATION
"UNTIL ______________, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS."
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Expenses incurred or (expected) relating to this Prospectus and distribution are
as follows:
| SEC Fee | $ | 13 | ||
| Legal and Professional Fees | 1,200 | |||
| Accounting and auditing | 5,000 | |||
| Transfer Agent fees | 0 | |||
| EDGARization | 1,000 | |||
| TOTAL | $ | 7,213 |
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to the Articles of Incorporation and By-Laws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner, he reasonably believed to be in our best interest. In certain cases, we may advance expenses incurred in defending any such proceeding. To the extent that the director is successful on the merits in any such proceeding as to which such person is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Wyoming.
As to indemnification for liabilities arising under the Securities Act of 1933, as amended, for directors, officers or controlling persons, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and is, therefore, unenforceable.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
Set forth below is information regarding the issuance and sales of securities without registration since inception. No such sales involved the use of an underwriter; no advertising or public solicitation was involved; the securities bear a restrictive legend; and no commissions were paid in connection with the sale of any securities.
On February 1, 2022 the Company issued a total of 5,000,000 shares of common stock to Dwight Witmer for the total sum of $500.
These securities were issued in reliance upon the exemption contained in Section 4(2) of the Securities Act of 1933. These securities were issued to a promoter of the company, bear a restrictive legend and were issued to a non-US resident.
| II-1 |
ITEM 16. EXHIBITS.
The following exhibits are included with this registration statement:
| Exhibit | ||
| Number | Description | |
| 3.1 | Articles of Incorporation | |
| 3.2 | Bylaws | |
| 10.1 | Game Development Agreement | |
| 10.2 | Employment Agreement | |
| 10.3 | Property Purchase Agreement 1 | |
| 10.4 | Property Purchase Agreement 2 & Promissory Note | |
| 10.5 | Engagement Agreement | |
| 10.6 | Loan Agreement & Promissory Note | |
| 10.7 | Form of Shareholders Subscription Agreement | |
| 5.1 | Opinion re: Legality | |
| 23.1 | Consent of Independent Auditor | |
| 23.2 | Consent of Counsel (See Exhibit 5.1) | |
| 99.1 | Private Placement Subscription Agreement | |
| 107 | Filing Fee Table |
| II-2 |
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
| i. | To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; |
| ii. | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in Volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. |
| iii. | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
4. That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
| i. | If the registrant is relying on Rule 430B (230.430B of this chapter): |
| A. | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
| B. | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or |
| II-3 |
| ii. | If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
| i. | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; | |
| ii. | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; | |
| iii. | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and | |
| iv. | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to our director, officer and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the 1933 Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a director, officer or controlling person of the small business issuer in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the small business issuer will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act, and will be governed by the final adjudication of such issue.
3. To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering.
4. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the By-Laws of the company, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act, and is, therefore unenforceable.
In the event that a claim for indemnification against such liabilities(other than the payment of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or other control person in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
| II-4 |
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on July 27, 2022.
| L A M Y, Registrant | |||
| By: | /s/ Dwight Witmer | ||
| Director, CEO & CFO | |||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Dated: July 27, 2022 | By: | /s/ Dwight Witmer | |
| Director CEO & CFO | |||
| II-5 |
Exhibit 3.1
Wyoming Secretary of State Herschler Bldg East, Ste.100 & 101 Cheyenne, WY 82002 - 0020 Ph. 307 - 777 - 7311 For Office Use Only WY Secretary of State FILED: Jan 31 2022 3:16PM Original ID: 2022 - 001075655 Page 1 of 4 Signature: Date: 01/31/2022 Print Name: Dwight Witmer Dwight Witmer Title: Incorporator Email: fulfillment@bizfilings.com Daytime Phone #: (004) 479 - 7103 Number of Common Shares: 100,000,000 Common Par Value: $0.0001 Number of Preferred Shares: 0 Preferred Par Value: $0.0000 III. Profit Corporation Articles of Incorporation I. The name of the profit corporation is: LAMY II. The name and physical address of the registered agent of the profit corporation is: Business Filings Incorporated 1908 Thomes Avenue Cheyenne, WY 82001 - 2527 The mailing address of the profit corporation is: Bardsley Lane 10 Sextons House London, SE10 9RQ United Kingdom IV. The principal office address of the profit corporation is: Bardsley Lane 10 Sextons House London, SE10 9RQ United Kingdom V. The number, par value, and class of shares the profit corporation will have the authority to issue are: VI. The name and address of each incorporator is as follows: Dwight Witmer Bardsley Lane, 10 Sextons House, London, SE10 9RQ United Kingdom
Date: 01/31/2022 Signature: Print Name: Title: Email: Daytime Phone #: Dwight Witmer Dwight Witmer Incorporator fulfillment@bizfilings.com (004) 479 - 7103 I acknowledge having read W.S. 6 - 5 - 308. W.S. 6 - 5 - 308. Penalty for filing false document. (a) A person commits a felony punishable by imprisonment for not more than two (2) years, a fine of not more than two thousand dollars ($2,000.00), or both, if he files with the secretary of state and willfully or knowingly: (i) Falsifies, conceals or covers up by any trick, scheme or device a material fact; (ii) Makes any materially false, fictitious or fraudulent statement or representation; or (iii) Makes or uses any false writing or document knowing the same to contain any materially false, fictitious or fraudulent statement or entry. Filer Information: By submitting this form I agree and accept this electronic filing as legal submission of my Articles of Incorporation. Wyoming Secretary of State Herschler Bldg East, Ste.100 & 101 Cheyenne, WY 82002 - 0020 Ph. 307 - 777 - 7311 Filer is: An Individual An Organization I am the person whose signature appears on the filing; that I am authorized to file these documents on behalf of the business entity to which they pertain; and that the information I am submitting is true and correct to the best of my knowledge. I am filing in accordance with the provisions of the Wyoming Business Corporation Act, (W.S. 17 - 16 - 101 through 17 - 16 - 1804) and Registered Offices and Agents Act (W.S. 17 - 28 - 101 through 17 - 28 - 111). I understand that the information submitted electronically by me will be used to generate Articles of Incorporation that will be filed with the Wyoming Secretary of State. I intend and agree that the electronic submission of the information set forth herein constitutes my signature for this filing. I have conducted the appropriate name searches to ensure compliance with W.S. 17 - 16 - 401. I affirm, under penalty of perjury, that I have received actual, express permission from each of the following incorporators to add them to this business filing: Dwight Witmer I consent on behalf of the business entity to accept electronic service of process at the email address provided with Article IV, Principal Office Address, under the circumstances specified in W.S. 17 - 28 - 104(e). Notice Regarding False Filings: Filing a false document could result in criminal penalty and prosecution pursuant to W.S. 6 - 5 - 308. Page 2 of 4
Consent to Appointment by Registered Agent Business Filings Incorporated , whose registered office is located at 1908 Thomes Avenue, Cheyenne, WY 82001 - 2527 , voluntarily consented to serve as the registered agent for LAMY and has certified they are in compliance with the requirements of W.S. 17 - 28 - 101 through W.S. 17 - 28 - 111. I have obtained a signed and dated statement by the registered agent in which they voluntarily consent to appointment for this entity. Signature: Date: 01/31/2022 Print Name: Dwight Witmer Dwight Witmer Title: Incorporator Email: fulfillment@bizfilings.com Daytime Phone #: (004) 479 - 7103 Wyoming Secretary of State Herschler Bldg East, Ste.100 & 101 Cheyenne, WY 82002 - 0020 Ph. 307 - 777 - 7311 Page 3 of 4
STATE OF WYOMING Office of the Secretary of State I, EDWARD A. BUCHANAN, Secretary of State of the State of Wyoming, do hereby certify that the filing requirements for the issuance of this certificate have been fulfilled. CERTIFICATE OF INCORPORATION LAMY I have affixed hereto the Great Seal of the State of Wyoming and duly executed this official certificate at Cheyenne, Wyoming on this 31st day of January , 2022 at 3:16 PM. Remainder intentionally left blank. Filed Date: 01/31/2022 Secretary of State Filed Online By: Dwight Witmer on 01/31/2022 Page 4 of 4
Exhibit 3.2
BYLAWS OF L A
M Y
(a Wyoming corporation)
ARTICLE I
Meetings of Stockholders and Other Stockholder Matters
SECTION 1. Annual Meeting. An annual meeting of the stockholders of L A M Y, a Wyoming corporation (hereinafter, the “Corporation”) shall be held for the election of directors and for the transaction of such other proper business at such time, date and place, either within or without the State of Wyoming, as shall be designated by resolution of the Board of Directors from time to time.
SECTION 2. Special Meetings. Special meetings of stockholders for any purpose or purposes may be called by the Board of Directors, or by a committee of the Board of Directors that has been designated by the Board of Directors and whose powers and authority, as expressly provided in a resolution of the Board of Directors, include the power to call such meetings, and shall be held at such time, date and place, either within or without the State of Wyoming, as shall be designated by resolution of the Board of Directors or such committee. Special meetings of stockholders may not be called by any other person or persons.
SECTION 3. Notice of Meetings. Written notice of each meeting of the stockholders, which shall state the time, date and place of the meeting and in the case of a special meeting, the purpose or purposes for which it is called, shall, unless otherwise provided by applicable law, the Articles of Incorporation or these bylaws, be given not less than ten (10) nor more than sixty (60) days before the date of such meeting to each stockholder entitled to vote at such meeting, and, if mailed, it shall be deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation. Whenever notice is required to be given, a written waiver thereof signed by the person entitled thereto, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
SECTION 4. Adjournments. Any meeting of the stockholders may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At any such adjourned meeting at which a quorum may be present, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
SECTION 5. Quorum. Except as otherwise provided by Wyoming law, the Articles of Incorporation or these bylaws, at any meeting of the stockholders the holders of a majority of the shares of stock, issued and outstanding and entitled to vote, shall be present in person or represented by proxy in order to constitute a quorum for the transaction of any business. In the absence of a quorum, the holders of a majority of the shares present in person or represented by proxy and entitled to vote may adjourn the meeting from time to time in the manner described in Section 4 of this Article I.
SECTION 6. Organization. At each meeting of the stockholders, the Chairman of the Board, or in his absence or inability to act, the President or, in his absence or inability to act, a Vice President or, in the absence or inability to act of such persons, any person designated by the Board of Directors, or in the absence of such designation, any person chosen by a majority of those stockholders present in person or represented by proxy, shall act as chairman of the meeting. The Secretary or, in his absence or inability to act, any person appointed by the chairman of the meeting shall act as secretary of the meeting and keep the minutes thereof.
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SECTION 7. Notice of Business. At any annual meeting of the stockholders of the Corporation, only such business shall be conducted as shall have been brought before the meeting. To be properly brought before an annual meeting, such business must be (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors; (ii) otherwise properly brought before the meeting by or at the direction of the Board of Directors; or (iii) otherwise properly brought before the meeting by any stockholder of the Corporation who is a stockholder of record at the time of giving of the notice provided for in this Section 7, who shall be entitled to vote at such meeting and who complies with the notice procedures set forth in this Section 7. For business to be properly brought before an annual meeting of the stockholders by a stockholder, the stockholder shall have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to or mailed and received by the Secretary at the principal executive office of the Corporation not less than 60 days nor more than 90 days prior to the annual meeting; provided, however, that in the event that less than 70 days’ notice or prior public disclosure of the date of the annual meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs. Such stockholder’s notice to the Secretary of the Corporation shall set forth as to each matter the stockholder proposes to bring before the annual meeting (a) a brief description of the business desired to be brought before the annual meeting, the reasons for conducting such business at the annual meeting and, in the event that such business includes a proposal to amend any document, including these bylaws, the language of the proposed amendment, (b) the name and address, as they appear on the Corporation’s books, of the stockholder proposing such business, (c) the class and number of shares of capital stock of the Corporation which are beneficially owned by such stockholder and (d) any material interest of such stockholder in such business. Notwithstanding anything in these bylaws to the contrary, no business shall be conducted at any annual meeting of the stockholders except in accordance with the procedures set forth in this Section 7. The chairman of the annual meeting of the stockholders shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 7, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. Notwithstanding the foregoing provisions of this Section 7, a stockholder shall also comply with all applicable requirements of the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder with respect to matters set forth in this Section 7.
SECTION 8. Order of Business; Conduct of Meetings. The order of business at all meetings of the stockholders shall be as determined by the chairman of the meeting.
SECTION 9. Voting; Proxies. Unless otherwise provided by Wyoming law or in the Articles of Incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of capital stock which has voting power upon the matter in question held by such stockholder either (i) on the date fixed pursuant to the provisions of Section 10 of Article I of these bylaws as the record date for the determination of the stockholders to be entitled to notice of or to vote at such meeting; or (ii) if no record date is fixed, then at the close of business on the day next preceding the day on which notice is given. Each stockholder entitled to vote at any meeting of the stockholders may authorize another person or persons to act for him by proxy. Any such proxy shall be delivered to the secretary of such meeting at or prior to the time designated in the order of business for so delivering such proxies. At all meetings of the stockholders for the election of directors, a plurality of the votes cast shall be sufficient to elect. On all other matters, except as otherwise required by Wyoming law or the Articles of Incorporation, a majority of the votes cast at a meeting of the stockholders shall be necessary to authorize any corporate action to be taken by vote of the stockholders. Unless required by Wyoming law, or determined by the chairman of the meeting to be advisable, the vote on any question other than the election of directors need not be by written ballot. On a vote by written ballot, each written ballot shall be signed by the stockholder voting, or by his proxy if there be such proxy, and shall state the number of shares voted.
SECTION 10. Fixing of Record Date for Stockholder Meetings. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.
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SECTION 11. Fixing a Record Date for Other Purposes. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
SECTION 12. List of Stockholders Entitled to Vote. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder of the Corporation who is present.
SECTION 13. Inspectors. The Board of Directors may, in advance of any meeting of stockholders, appoint one or more inspectors to act at such meeting or any adjournment thereof. If the inspectors shall not be so appointed or if any of them shall fail to appear or act, the chairman of the meeting shall appoint inspectors. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his or her ability. The inspectors shall determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the chairman of the meeting or any stockholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, question or matter determined by them and shall execute a certificate of any fact found by them. No director or candidate for the office of director shall act as an inspector of an election of directors. Inspectors need not be stockholders.
SECTION 14. Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 12 of this Article I, the books of the Corporation, or to vote in person or by proxy at any meeting of the stockholders.
ARTICLE II
Board of Directors
SECTION 1. General Powers. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors. The Board of Directors may exercise all such authority and powers of the Corporation and do all such lawful acts and things as are not, by Wyoming law or the Articles of Incorporation, directed or required to be exercised or done by the stockholders.
SECTION 2. Number, Qualification. Except as otherwise fixed by or pursuant to provisions of the Articles of Incorporation relating to the rights of the holders of any class or series of stock having a preference over common stock as to dividends or upon liquidation to elect additional directors under specified circumstances, the number of directors of the Corporation shall be fixed from time to time by affirmative vote of a majority of the directors then in office.
SECTION 3. Elections and Terms. The Board of Directors, other than those who may be elected by the holders of any classes or series of stock having a preference over the common stock as to dividends or upon liquidation, shall be elected for a term ending at the next following Annual Meeting of Stockholders and until their successors have been duly elected and qualified.
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SECTION 4. Newly Created Directorships and Vacancies. Except as otherwise fixed by or pursuant to provisions of the Articles of Incorporation relating to the rights of the holders of any class or series of stock having a preference over common stock as to dividends or upon liquidation to elect additional directors under specified circumstances, newly created directorships resulting from any increase in the number of directors and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors. Except as otherwise provided under Wyoming law, newly created directorships and vacancies resulting from any cause may not be filled by any other person or persons. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term and until such director’s successor shall have been duly elected and qualified. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any director then in office.
SECTION 5. Removal and Resignation. Except as otherwise fixed by or pursuant to provisions of the Articles of Incorporation relating to the rights of the holders of any class or series of stock having a preference over common stock as to dividends or upon liquidation to elect additional directors under specified circumstances, any director may be removed from office only for cause and only by the affirmative vote of the holders of two-thirds of the outstanding shares of stock entitled to vote generally in the election of directors. Any director may resign at any time upon written notice to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
SECTION 6. Nomination of Directors. Only persons who are nominated in accordance with the following procedures shall be eligible for election by the stockholders as directors of the Corporation. Nominations of persons for election as directors of the Corporation may be made at an annual meeting of stockholders (i) by or at the direction of the Board of Directors; (ii) by any nominating committee or persons appointed by the Board of Directors; or (iii) by any stockholder of the Corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 6. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive office of the Corporation not less than 60 days nor more than 90 days prior to the annual meeting; provided, however, that in the event that less than 70 days’ notice or prior public disclosure of the date of the annual meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs. Such stockholder’s notice to the Secretary of the Corporation shall set forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director, (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class and number of shares of capital stock of the Corporation which are beneficially owned by the person and (iv) any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as now or hereafter amended; and (b) as to the stockholder giving the notice, (i) the name and record address of such stockholder and (ii) the class and number of shares of capital stock of the Corporation which are beneficially owned by such stockholder. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as a director of the Corporation. No person shall be eligible for election by the stockholders as a director of the Corporation unless nominated in accordance with the procedures set forth herein. The chairman of the annual meeting of the stockholders shall, if the facts warrant, determine and declare to the meeting that nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.
SECTION 7. Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Wyoming and at such times as the Board of Directors may from time to time determine. Notice of regular meetings of the Board of Directors need not be given except as otherwise required by Wyoming law or these bylaws.
SECTION 8. Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Wyoming whenever called by the Chairman of the Board of Directors, the President or by a majority of the entire Board of Directors.
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SECTION 9. Notice of Meetings. Notice of each special meeting of the Board of Directors (and of each regular meeting for which notice shall be required) shall be given by the Secretary as hereinafter provided in this Section 9, in which notice shall be stated the time and place of the meeting. Except as otherwise required by Wyoming law or these bylaws, such notice need not state the purpose(s) of such meeting. Notice of each such meeting shall be mailed, postage prepaid, to each director, addressed to such director at such director’s residence or usual place of business, by registered mail, return receipt requested delivered at least two (2) days before the day on which such meeting is to be held, or shall be sent addressed to such director at such place by electronic mail, telegraph, telex, cable or wireless, or be delivered to such director personally, by facsimile or by telephone, at least 24 hours before the time at which such meeting is to be held. A written waiver of notice, signed by the director entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Notice of any such meeting need not be given to any director who shall, either before or after the meeting, submit a signed waiver of notice or who shall attend such meeting without protesting, prior to or at its commencement, the lack of notice to him.
SECTION 10. Quorum and Manner of Acting. Except as hereinafter provided, a majority of the whole Board of Directors shall be present in person or by means of a conference telephone or similar communications equipment which allows all persons participating in the meeting to hear each other at the same time at any meeting of the Board of Directors in order to constitute a quorum for the transaction of business at such meeting; and, except as otherwise required by Wyoming law, the Articles of Incorporation or these bylaws, the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum at any meeting of the Board of Directors, a majority of the directors present thereat may adjourn such meeting to another time and place. Notice of the time and place of any such adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless such time and place were announced at the meeting at which the adjournment was taken, to the other directors. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. The directors shall act only as a Board and the individual directors shall have no power as such.
SECTION 11. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors.
SECTION 12. Telephonic Participation. Members of the Board of Directors may participate in a meeting of the Board by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation in such a meeting shall constitute presence in person at such meeting.
SECTION 13. Organization. At each meeting of the Board, the Chairman of the Board or, in his absence or inability to act, the Chief Executive Officer or, in his absence or inability to act, another director chosen by a majority of the directors present shall act as chairman of the meeting and preside thereat. The Secretary or, in his absence or inability to act, any person appointed by the chairman shall act as of the meeting and keep the minutes thereof.
SECTION 14. Compensation. The Board of Directors shall have authority to fix the compensation, including fees and reimbursement of expenses, of directors for services to the Corporation in any capacity.
ARTICLE III
Committees
SECTION 1. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of two or more of the directors of the Corporation. The Board of Directors may fill vacancies in, change the membership of, or dissolve any such committee. The Board of Directors may designate one or more directors as alternate members of any committee who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of such absent or disqualified member. Any such committee, to the extent provided by Wyoming law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Each committee shall keep written minutes of its proceedings and shall report such minutes to the Board of Directors when required. All such proceedings shall be subject to revision or alteration by the Board of Directors; provided, however, that third parties shall not be prejudiced by such revision or alteration.
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SECTION 2. Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules, each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these bylaws.
SECTION 3. Standing Committees. Notwithstanding anything contained in this Article III to the contrary, the Board of Directors shall maintain two (2) standing committees consisting of (i) a Corporate Governance Committee; and (2) an Audit Committee. The Corporate Governance Committee shall consist of at least three (3) members of the Board of Directors who are “non-employee directors” within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, and who are “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended. The Corporate Governance Committee shall have the power and authority to recommend general compensation polices to the full Board of Directors, oversee the Corporation’s compensation plans, establish the compensation levels for the Corporation’s Chief Executive Officer and other Executive Officers and advise the full Board of Directors on general compensation policies for the Company’s Executive Officers. The Audit Committee shall consist of at least three (3) members of the Board of Directors, none of which shall also serve as an Executive Officer of the Corporation. The Audit Committee shall have the power and authority to review and report to the full Board of Directors with respect to the selection, retention, termination and terms of engagement of the Corporation’s independent public accountants and maintain communications among the Board of Directors, the independent public accountants and the Corporation’s internal accounting staff with respect to accounting and audit procedures. The Audit Committee shall also have the power and authority to review the Corporation’s processes, internal accounting and control procedures and policies and related matters with the Corporation’s management.
ARTICLE IV
Officers
SECTION 1. Number. The officers of the Corporation shall be elected by the Board of Directors and shall consist of a Chairman of the Board, a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary, a Treasurer, and such other officers and assistant officers as may be deemed necessary or desirable by the Board of Directors. Any number of offices may be held by the same person. In its discretion, the Board of Directors may choose not to fill any office for any period that it may deem advisable unless otherwise required by Wyoming law.
SECTION 2. Election and Term of Office. The officers of the Corporation shall be elected annually by the Board of Directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be. The Chief Executive Officer shall appoint persons to other officers as he or she deems desirable and such appointments, if any, shall serve at the pleasure of the Board of Directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.
SECTION 3. Resignations. Any officer may resign at any time upon written notice to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
SECTION 4. Removal. Any officer or agent of the Corporation may be removed, either with or without cause, at any time, by the Board of Directors at any meeting of the Board of Directors or, except in the case of an officer or agent elected or appointed by the Board of Directors, by the Chief Executive Officer, but any such removal shall be without prejudice to the contract rights, if any, of the person so removed.
SECTION 5. Vacancies. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise, may be filled for the unexpired portion of the term of the office which shall be vacant by the Board of Directors at any special or regular meeting.
SECTION 6. Powers and Duties of Executive Officers. The officers of the Corporation shall have such powers and duties in the management of the Corporation as may be prescribed in a resolution by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his or her duties.
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SECTION 7. The Chairman of the Board. The Chairman of the Board shall be an officer of the Corporation for the purpose of executing agreements and other instruments on behalf of the Corporation but shall not be an employee of the Corporation. He shall, if present, preside at each meeting of the stockholders and of the Board of Directors and shall be an ex-officio member of all committees of the Board of Directors. Such person shall perform all duties incident to the office of Chairman of the Board and such other duties as may from time to time be assigned to such person by the Board of Directors.
SECTION 8. The Chief Executive Officer. The Chief Executive Officer shall have the general and active supervision and direction over the business operations and affairs of the Corporation and over the other officers, agents and employees and shall see that their duties are properly performed. At the request of the Chairman of the Board, or in the case of his absence or inability to act, the Chief Executive Officer shall perform the duties of the Chairman of the Board and when so acting shall have all the powers of, and be subject to all the restrictions upon the Chairman of the Board. Such person shall perform all duties incident to the office of Chief Executive Officer and such other duties as may from time to time be assigned to such person by the Board of Directors.
SECTION 9. The President. The President shall be the Chief Operating Officer of the Corporation and shall have general and active supervision and direction over the business operations and affairs of the Corporation and over its several officers, agents and employees, subject, however, to the direction of the Chief Executive Officer and the control of the Board of Directors. In general, the President shall have such other powers and shall perform such other duties as usually pertain to the office of President or as from time to time may be assigned to him by the Board of Directors or the Chief Executive Officer.
SECTION 10. Vice Presidents. Each Vice President shall have such powers and perform such duties as from time to time may be assigned to him by the Board of Directors or the Chief Executive Officer.
SECTION 11. The Treasurer. The Treasurer shall (a) have charge and custody of, and be responsible for, all the funds and securities of the Corporation; (b) keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation; (c) cause all monies and other valuables to be deposited to the credit of the Corporation in such depositories as may be designated by the Board; (d) receive, and give receipts for, monies due and payable to the Corporation from any source whatsoever; (e) disburse the funds of the Corporation and supervise the investment of its funds as ordered or authorized by the Board, taking proper vouchers therefor; and (f) in general, have all the powers and perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors or the Chief Executive Officer.
SECTION 12. The Secretary. The Secretary shall (a) record the proceedings of the meetings of the stockholders and directors in a minute book to be kept for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws and as required by law; (c) be custodian of the records and the seal of the Corporation and affix and attest the seal to all stock certificates of the Corporation (unless the seal of the Corporation on such certificates shall be a facsimile, as hereinafter provided) and affix and attest the seal to all other documents to be executed on behalf of the Corporation under its seal; (d) see that the books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and (e) in general, have all the powers and perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors or the Chief Executive Officer.
SECTION 13. Officers’ Bonds or Other Security. The Board of Directors may secure the fidelity of any or all of its officers or agents by bond or otherwise, in such amount and with such surety or sureties as the Board of Directors may require.
SECTION 14. Compensation. The compensation of the officers of the Corporation for their services as such officers shall be fixed from time to time by the Board of Directors; provided, however, that the Board of Directors may delegate to the Chief Executive Officer or the President the power to fix the compensation of officers and agents appointed by the Chairman of the Board or the President, as the case may be. An officer of the Corporation shall not be prevented from receiving compensation by reason of the fact that such person is also a director of the Corporation.
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ARTICLE V
Shares of Stock
SECTION 1. Stock Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman of the Board or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, certifying the number of shares owned by such holder in the Corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may nevertheless be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.
SECTION 2. Books of Account and Record of Stockholders. The books and records of the Corporation may be kept at such places, within or without the State of Wyoming, as the Board of Directors may from time to time determine. The stock record books and the blank stock certificate books shall be kept by the Secretary or by any other officer or agent designated by the Board of Directors.
SECTION 3. Transfer of Shares. Transfers of shares of stock of the Corporation shall be made on the stock records of the Corporation only upon authorization by the registered holder thereof, or by his attorney hereunto authorized by power of attorney duly executed and filed with the Secretary or with a transfer agent or transfer clerk, and on surrender of the certificate or certificates for such shares properly endorsed or accompanied by a duly executed stock transfer power and the payment of all taxes thereon. Except as otherwise provided by Wyoming law, the Corporation shall be entitled to recognize the exclusive right of a person in whose name any share or shares stand on the record of stockholders as the owner of such share or shares for all purposes, including, without limitation, the rights to receive dividends or other distributions, and to vote as such owner, and the Corporation may hold any such stockholder of record liable for calls and assessments and the Corporation shall not be bound to recognize any equitable or legal claim to or interest in any such share or shares on the part of any other person whether or not it shall have express or other notice thereof. Whenever any transfers of shares shall be made for collateral security and not absolutely, and both the transferor and transferee request the Corporation to do so, such fact shall be stated in the entry of the transfer.
SECTION 4. Regulations. The Board of Directors may make such additional rules and regulations, not inconsistent with these bylaws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation. It may appoint, or authorize any officer or officers to appoint, one or more transfer agents or one or more transfer clerks and one or more registrars and may require all certificates for shares of stock to bear the signature or signatures of any of them.
SECTION 5. Lost, Stolen or Destroyed Stock Certificates. The holder of any certificate representing shares of stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of such certificate, and the Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board of Directors may, in its discretion, require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient, as the Board in its absolute discretion shall determine, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate. Anything herein to the contrary notwithstanding, the Board of Directors, in its absolute discretion, may refuse to issue any such new certificate, except pursuant to judicial proceedings under the laws of the State of Wyoming.
ARTICLE VI
Contracts, Checks, Drafts, Bank Accounts, Etc.
SECTION 1. Execution of Contracts. Except as otherwise required by statute, the Articles of Incorporation or these bylaws, any contract or other instrument may be executed and delivered in the name and on behalf of the Corporation by such officer or officers (including any assistant officer) of the Corporation as the Board of Directors may from time to time direct. Such authority may be general or confined to specific instances as the Board of Directors may determine. Unless authorized by the Board of Directors or expressly permitted by these bylaws, no officer or agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it pecuniary liable for any purpose or to any amount.
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SECTION 2. Loans. Unless the Board of Directors shall otherwise determine, the President or any Vice-President may effect loans and advances at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Corporation, but no officer or officers shall mortgage, pledge, hypothecate or transfer any securities or other property of the Corporation other than in connection with the purchase of chattels for use in the Corporation’s operations, except when authorized by the Board of Directors.
SECTION 3. Checks, Drafts, Bank Accounts, etc. All checks, drafts, bills of exchange or other orders for the payment of money out of the funds of the Corporation, and all notes or other evidence of indebtedness of the Corporation, shall be signed in the name and on behalf of the Corporation by such persons and in such manner as shall from time to time be authorized by the Board of Directors.
SECTION 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board of Directors may from time to time designate or as may be designated by any officer or officers of the Corporation to whom such power of designation may from time to time be delegated by the Board of Directors. For the purpose of deposit and for the purpose of collection for the account of the Corporation, checks, drafts and other orders for the payment of money which are payable to the order of the Corporation may be endorsed, assigned and delivered by any officer or agent of the Corporation.
SECTION 5. General and Special Bank Accounts. The Board of Directors may from time to time authorize the opening and keeping of general and special bank accounts with such banks, trust companies or other depositaries as the Board of Directors may designate or as may be designated by any officer or officers of the Corporation to whom such power of designation may from time to time be delegated by the Board of Directors. The Board of Directors may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these bylaws, as it may deem expedient.
ARTICLE VII
Indemnification
SECTION 1. Right To Indemnification. The Corporation shall indemnify and hold harmless to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is a party or is threatened to be made a party or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, or by or in the right of the Corporation to procure a judgment in its favor (a “Proceeding”), by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity, including serving with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation; provided, however, with respect to a Proceeding involving the right of the Corporation to procure judgment in its favor, such indemnification shall only cover expenses (including attorney fees) and shall only be made if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the Corporation and shall not be made with respect to any Proceeding as to which such person has been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Wyoming or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Wyoming or such other court shall deem proper. The Corporation shall be required to indemnify a person in connection with a Proceeding (or part thereof) initiated by such person only if the Proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.
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SECTION 2. Prepayment of Expenses. Expenses incurred in defending any Proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it should be ultimately determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article VII or otherwise.
SECTION 3. Claims. If a claim for indemnification or payment of expenses under this Article VII is not paid in full within 60 days after a written claim therefor has been received by the Corporation, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable Wyoming law.
SECTION 4. Non-Exclusivity of Rights. The indemnification provided by this Article VII shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under these bylaws or any agreement or vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
SECTION 5. Other Indemnification. The Corporation’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or non-profit entity be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.
SECTION 6. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of Wyoming law, the Articles of Incorporation or of this Article VII.
SECTION 7. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article VII shall not adversely affect any right or protection hereunder of any person respect of any act or omission occurring prior to the time of such repeal or modification.
ARTICLE VIII
General Provisions
SECTION 1. Registered Office . The registered office and registered agent of the Corporation will be as specified in the Articles of Incorporation of the Corporation.
SECTION 2. Other Offices. The Corporation may also have such offices, both within or without the State of Wyoming, as the Board of Directors may from time to time determine or the business of the Corporation may require.
SECTION 3. Fiscal Year. The fiscal year of the Corporation shall be so determined by the Board of Directors.
SECTION 4. Seal. The seal of the Corporation shall be circular in form, shall bear the name of the Corporation and shall include the words and numbers “Corporate Seal”, “Wyoming” and the year of incorporation.
SECTION 5. Voting Securities Owned By Corporation. Voting securities in any other corporation held by the Corporation shall be voted by the Chief Executive Officer, unless the Board of Directors specifically confers authority to vote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer. Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution.
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SECTION 6. Inspection of Books and Records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the Corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean any purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the Corporation at its registered office in the State of Wyoming or at its principal place of business.
SECTION 7. Section Headings. Section headings in these bylaws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.
SECTION 8. Inconsistent Provisions. In the event that any provision of these bylaws is or becomes inconsistent with any provision of the Articles of Incorporation, the general corporation law of the State of Wyoming or any other applicable law, the provision of these bylaws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.
ARTICLE IX
Amendments
These bylaws, may be adopted, amended or repealed, and new bylaws made, by the Board of Directors of the Corporation, but the stockholders of the Corporation may make additional bylaws and may alter and repeal any bylaws, whether adopted by them or otherwise, by affirmative vote of the holders of two-thirds of the outstanding shares of stock entitled to vote upon the election of directors.
I, the undersigned, being President of L A M Y, DO HEREBY CERTIFY the foregoing to be the bylaws of the Corporation, as adopted by consent to action in lieu of a special meeting of the Board of Directors of the Corporation, dated February 1, 2022.
/s/ Dwight Witmer, President
Dwight Witmer, President
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Exhibit 5.1
Haddan & Zepfel LLP
610 Newport Center Drive, Suite 330
Newport Beach, CA 92660
(949) 706-6000
July 15, 2022
LAMY
201 Allen St.
Unit 10104
New York 10002
Dear Sirs:
We have acted as counsel to you (the "Company"), in connection with the proposed filing of a Registration Statement on Form S-1 (as it may be amended, the "Registration Statement"), under the Securities Act of 1933, as amended (the "Act"), relating to the Company's offering of 12,000,000 shares (the "Shares") of the Company's common stock (the "Common Stock.")
We have examined the originals, or certified, conformed or reproduction copies, of all such records, agreements, instruments and documents as we have deemed relevant or necessary as the basis for the opinion hereinafter expressed. In all such examinations, we have assumed the genuineness of all signatures on originals or certified copies and the conformity to original or certified copies of all copies submitted to us as conformed or reproduction copies. As to various questions of fact relevant to such opinion, we have relied upon, and assumed the accuracy of, certificates and oral or written statements and other information of or from public officials, officers or representatives of the Company, and others.
Based on the foregoing, and the laws of the State of Wyoming, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Registration Statement, the Shares will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.
| Very truly yours, | ||
| /s/ Haddan & Zepfel LLP | ||
| Haddan & Zepfel LLP |
Exhibit 10.1
VIDEO GAME DEVELOPMENT AGREEMENT
(Cover Page)
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L A M Y
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201 Allen St. Attn: General Counsel
Email: lamyinc@mail.com
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EMILE LAWRENCE, SE
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45 Cockroft Place
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Effective Date
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May 5, 2022
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TwoPlus1 Video Game
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“TwoPlus1 Video Game” otherwise the “Game”, denotes an interactive entertainment product known as “TwoPlus1” (or such other name as the parties hereto mutually agree), which requires development. The product is in the genre of an educational video game for children that provides learning and training value to the player.
“TwoPlus1 Game Mobile Version” means the same game version of a product capable of operating on a mobile or portable device (including tablets, smart phones, virtual reality headsets, and HTML5 products. Mobile Versions also include products that operate on any past, present or future mobile operating systems such as Android, iOS, and Windows Phone.
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Territory
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Worldwide
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Term; Renewal
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Term: The Term of further development of Game begins on the Effective Date and continues for three years from the Effective Date unless both parties mutually agree in writing to extend the Term at least thirty (30) days prior to the expiry of the Term. Upon the Commercial Launch of Game, this Agreement shall continue in full force and effect until terminated pursuant to Section 8.2 or 8.3 of the Terms and Conditions attached hereto as Attachment or pursuant mutual agreement between the parties hereto in writing (the “Term”).
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Sublicensing
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Sublicense Rights. L A M Y may, in accordance with this paragraph, sublicense its rights to operate the TwoPlus1Game under this Agreement to one or more third parties upon prior written notice to Emile Lawrence, SE.
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Attachments
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Attachment – Terms and Conditions
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This Video Game Development Agreement, which consists of this Cover Page, the Terms and Conditions attached as Attachment, each of which are incorporated by reference (collectively, the “Agreement”) is entered into as of the aforesaid Effective Date between L A M Y and Emile Lawrence, SE., otherwise “Lawrence”. This Agreement contains the terms and conditions under which Lawrence, grants L A M Y the right to exploit TwoPlus1in any commercial way, before or after Lawrence’s contributions to its development.
Agreed and signed by each party’s duly authorized representative:
| “L A M Y” | “Emile Lawrence, SE.” | |||||||
| Name: |
Dwight Witmer |
Name: |
Emile Lawrence | |||||
| Title: |
Director |
Title: |
Self | |||||
| Signature: |
/s/ Dwight Witmer |
Signature: |
/s/ Emile Lawrence | |||||
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ATTACHMENT
TERMS AND CONDITIONS
These Terms and Conditions form a part of the Agreement between L A M Y and Lawrence, identified on the Cover Page to which these Terms and Conditions are attached. The parties agree as follows:
| 1. | DEFINITIONS |
1.1 “Business Day” means any day other than a Saturday, Sunday or official holiday.
1.2 “Commercial Launch” means the Game is made commercially available to an unlimited number of end users and L A M Y fully enables the monetization features.
1.3 “Game Virtual Currency” means any virtual currency or other denotation of value that is made available only within the Game, which may be used by an end user to purchase the Game’s virtual items.
1.4 “Game Virtual Items” means items, item sets, avatars, attributes, abilities, skills, skill levels, services, “VIP” status privileges, or other in-game consumables, features or functionality (whether representing an actual or fictional item) which may be acquired or used by an end user within the Game. In some instances, Game Virtual Items may be purchased using the Game’s virtual currency.
1.4A “TwoPlus1 Virtual Currency” means any virtual currency that is made available within the TwoPlus1 platform, but that may not be converted back or exchanged back for real goods or hard currency.
1.4B “TwoPlus1 Platform” means the video game platforms that are managed, hosted, held, controlled, or operated by L A M Y.
1.4C “TwoPlus1 Platform Data” means any data or information that is submitted by an end user through the TwoPlus1 platform or otherwise collected by L A M Y as a result of an end user’s access or use of the TwoPlus1 platform, including user name, password, profile, social graph data, TwoPlus1 ID and email address.
1.5 “TwoPlus1 IP” means the TwoPlus1 intellectual property and all other works of authorship or other material or information relating thereto owned, controlled, developed, licensable, or sublicensable by L A M Y or its affiliates during the Term, including: (a) text, video, visual displays, scripts, literary treatments, characters, character skills and abilities, character biographies and background stories, backgrounds, environments, rules and play patterns, and other elements visible to the user of a game or other product; (b) all sounds, sound effects, sound tracks, and other elements audible to the user of a game or other product; (c) all methods in which the user interacts with the characters, backgrounds, environments, or other elements of a game or other product; (d) the distinctive and particular elements of design, organization, presentation, “look and feel,” layout, user interface, navigation, trade dress, and stylistic convention (including the digital implementations) within a game or other product and the total appearance and impression substantially formed by the combination, coordination and interaction of these elements; (e)source code and object code; (f) any other proprietary elements of a game; (g) client or “app” software that is installed on an end user’s mobile device to enable the end user to play a Branded Game; (h) server software and databases; (i) manuals, specifications, user guides, Frequently-Asked-Questions, and other documentation; (j) any other material or information; (k) all derivative works of the TwoPlus1 IP made by or on behalf of L A M Y or its affiliates; (l) all other Upgrades or modifications, improvements, or derivative works to any of the items listed in (a) through (k) including any such Upgrades or modifications, improvements, or derivative works produced hereunder.
1.6 “TwoPlus1 Marks” mean all trade marks, service marks, words, taglines, names, symbols, devices, designs, indicia of origin, short phrases, and short sayings, including titles, logos, product designs, product features, character names, nicknames, personas, sounds, place names, scenes, things, and events, as well as any translations, foreign language equivalents, and combinations, in each case owned by L A M Y or its affiliates.
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1.7 “Licensed IP” means the TwoPlus1 intellectual property and all its material and non-material components which Lawrence incorporates into the Game or otherwise uses in developing, publishing, distributing, operating, marketing, advertising, promoting or exploiting the Game, subject to L A M Y’s approval pursuant to Section 3.3.
1.8 “Licensed Marks” means all elements of TwoPlus1 Marks which L A M Y incorporates into the Game or otherwise uses in developing, publishing, distributing, operating, marketing, advertising, promoting or exploiting the Game, subject to L A M Y’s approval pursuant to Section 3.3.
1.9 “Personal Data” means any data or information that can be used, individually or together with other information, to identify, contact, or locate an end user, including a person’s name, mailing address, email address, or similar account ID, telephone number, financial information, or government-issued identifier.
1.10 “TwoPlus1 Mark” means a word, name, symbol, device, design, or other designation, or a combination of the preceding items, used by or on behalf of L A M Y to identify or distinguish the Game, TwoPlus1 services, TwoPlus1 entities, or the TwoPlus1 Platform, including logos, designs, characters, phrases, titles, artwork, and other creative elements.
1.11 “TwoPlus1 Platform” means the social networking, mobile gaming distribution channels, and other platforms that are hosted, held, controlled, or operated by L A M Y or its affiliates.
1.12 “TwoPlus1 Platform Data” means any data or information that is submitted by an end user through the TwoPlus1 Platform or otherwise collected by L A M Y as a result of an end user’s access or use of the TwoPlus1 Platform, including user name, password, profile, social graph data, any TwoPlus1 ID, and email address.
1.13 “TwoPlus1 Virtual Currency” means any virtual currency that is made available within the TwoPlus1 Platform, but that may not be converted or exchanged for real goods or hard currency.
1.14 “Upgrade” means a modification of, addition to, or extension of a game or other product, correction, update, upgrade, patch, enhancement, extension, or new release, whether combined with the original game or product or distributed, marketed, or sold separately or sold under a different title.
1.15 “affiliate” means with respect to a specified entity, an entity that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, the specified entity. For purposes of this definition, the term “control” (including the terms “controlling”, “controlled by” and “under common control with”) means the possession, direct or indirect, of more than 50% of voting power, through ownership of voting securities, by contract or otherwise.
1.16 Other Terms. Other capitalized terms used but not defined where they initially appear in these Terms and Conditions will have the meanings set forth on the Cover Page.
| 2. | LICENSE |
2.1 Lawrence, License Grant. Subject to the terms and conditions of this Agreement, Lawrence, hereby grants to L A M Y under all intellectual property rights owned or licensable by Lawrence, or any affiliate a non-transferable (except in accordance with Section 12.7), sublicenseable (as set forth on the Cover Page) license during the Term to use such Licensed IP solely to develop, market, and distribute the Game worldwide. This license includes the rights to: (a)modify, develop, publish, distribute, operate, and exploit the Game in any territory at any time.
2.2 Lawrence, License Grant. Subject to the terms and conditions of this Agreement, Lawrence, hereby grants to L A M Y under all of Lawrence’s intellectual property rights in the Game to: (a) publish, distribute, operate and exploit the Game (including Upgrades) worldwide; (b) use any TwoPlus1 Marks associated with the Game to market advertise, promote and exploit the Game in any Territory, including in promotional and marketing materials, domain names and social media identifiers; and (c) use, reproduce, host, perform, display, transmit, broadcast, adapt and translate the Game and other TwoPlus1 Materials as necessary to market and make available to end users the Game in any Territory. The rights granted by Lawrence, in this Agreement are exclusive as more specifically described on the Cover Page, and include any additional license rights set forth on the Cover Page.
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| 3. | COOPERATION |
3.1 Personnel. L A M Y and Lawrence, may each appoint an individual or a team of qualified personnel to be responsible for fulfilling their respective obligations of developing Game under this Agreement. L A M Y and Lawrence will ensure that their respective appointed individuals or teams will have the necessary resources and capabilities to perform that party’s respective obligations under this Agreement, and that their respective appointed individuals or teams will perform their obligations in a professional manner, consistent with best industry standards.
3.2 Deliverables. Lawrence will deliver to L A M Y all deliverables in accordance with the specifications as agreed between the Parties from time to time. If L A M Y determines that any of the deliverables do not conform to the specifications, then L A M Y will issue to Lawrence a notice of rejection in accordance with Section 12.6 as soon as reasonably practicable. Upon receiving a rejection notice from L A M Y that describes the reasons for that rejection, Lawrence will use commercially reasonable efforts to correct the rejected deliverables and deliver those corrected deliverables for test and evaluation by L A M Y within a period to be agreed upon by the parties. The test and evaluation procedures provided in this Section3.2 will be repeated for the corrected deliverables until L A M Y accepts those deliverables. In addition, upon L A M Y’s request, Lawrence will provide L A M Y with “master copies” of Licensed IP free of charge.
3.3 L A M Y Approval. L A M Y will appoint an individual as the points of contact for reviewing and approving Lawrence’s implementation of the Licensed IP in the Game. Lawrence will use commercially reasonable efforts to submit to L A M Y all Branded Materials made by or on behalf of Lawrence or its affiliates before such Branded Materials are made available to end users in the Game. L A M Y may not reject any Branded Materials without proper reason, and will provide Lawrence written notice specifying the reasons for rejection. Lawrence may use any Branded Materials without seeking approval if L A M Y previously approved those Branded Materials and Lawrence has not since materially modified the Branded Materials provided always that such Branded Materials are only used in accordance with Section 2.1.
3.4 Distribution.
L A M Y. L A M Y has the sole right to create, design, edit, manage, host and otherwise control the presentation of the Game and the Platform in any territory. L A M Y may stop any end user or other transaction, or take other actions to restrict access to or the availability of the Game in any territory. Lawrence has no approval right over L A M Y’s operation of the Game or distribution of the Game in any territory.
3.5 EULA. Lawrence will prepare and maintain an end user license agreement (“EULA”) for use of the Game by end users.
3.6 Compliance. (A) Lawrence must ensure at all times that all Licensed IP and deliverables provided by Lawrence comply with this Agreement and all applicable L A M Y policies that are communicated to Lawrence. Distribution of the Game by L A M Y, or any withdrawal of the Game from the TwoPlus1 Platform, does not relieve Lawrence of its responsibilities to ensure the Licensed IP complies with this Agreement and to perform all of its other obligations under this subsection 3.6(A). (B) Lawrence must ensure at all times that the and Lawrence Materials comply with this Agreement and all applicable L A M Y policies that are communicated to Lawrence. Distribution of the Game by L A M Y, or any withdrawal of the Game from any platform, does not relieve Tencent of its responsibilities under this subsection 3.6(B).
3.7 License to Lawrence Materials. Lawrence may provide L A M Y with access to Lawrence’s technical documentation, software, and other materials (“lawrence Materials”). For the avoidance of doubt, Lowrence Materials do not include the Game or any Licensed IP. Subject to the provisions hereunder, Lawrence hereby grants L A M Y a nonexclusive, nontransferrable (except in accordance with Section 12.7), royalty-free license during the Term of this Agreement to use those Lawrence Materials only for the purpose of assisting Lawrence with the design, development, integration, and testing of the Game in order for Parties to distribute, host, operate, and otherwise exploit the Game under this Agreement. The Lawrence Materials are Lawrence’s Confidential Information. L A M Y must not use the Lawrence Materials with any software or other materials that are subject to any third party licenses or restrictions (e.g., open source software licenses) that, when combined with the Lawrence Materials, would require Lawrence to disclose, license, distribute or otherwise make all or any part of those Lawrence Materials (whether alone or with that software or other materials) available to any third party.
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3.8 Pirated Games. In the event of any third party making available the Game or a substantially similar game to the Game without authorization anywhere in the world during the Term, L A M Y or its affiliates is entitled to take legal actions reasonably determined by L A M Y (including issue the take-down notice to any relevant third party against that third party). Lawrence further agrees to, following L A M Y’s or its affiliates’ request, provide L A M Y or its affiliates with all necessary legal documents required under the laws and judicial practice in the relevant jurisdiction for L A M Y or its affiliates to take such legal actions, including but not limited to the relevant chain of title documents with respect to Licensed IP sufficient to support that L A M Y or its affiliates is entitled to take such legal actions in the jurisdiction.
3.9 Customer Support. Lawrence is responsible for providing customer support (if any) for the Games to end users.
3.10 Responsibility for Costs. Each party will be responsible for all costs and expenses incurred by it in connection with its performance of this Agreement, unless otherwise expressly provided in this Agreement.
| 4. | MARKETING |
4.1 Marketing. L A M Y will have the sole right to determine the marketing, advertising, and promotion of the Game.
| 5. | PAYMENT; REPORTING; AUDIT |
5.1 Payments and Reports. With reference to the aforesaid, beginning on January 1 2023, L A M Y will pay Lawrence the amount of $2,000 per month via electronic fund transfer upon receipt of an accurate and complete invoice that complies with Payee’s policies. All payments, will be made in U.S. dollars. If currency conversion is required, payment shall be based on the medium exchange rate published by the major US and UK banks.
5.2 Taxes. All payments by L A M Y to Lawrence under this Agreement include all applicable taxes, and Payee will be responsible for the payment of all withholding or income taxes owed in connection with this Agreement. Payor reserves the right to withhold only applicable withholding income taxes payable by Payee (but not VAT or other taxes on payments) from amounts due from Payor if required by applicable tax laws, and those amounts due, as reduced by Payor’s withholdings, will constitute full payment to Payee. Payor will furnish to Payee the original receipts or other government certifications evidencing all taxes withheld from such payment promptly after such receipts are available.
5.3 Audit. For so long as Payor publishes, distributes, and operates the Game, Payor will keep records regarding the publication, distribution, and operation of the Game. Payee may, no more than once each calendar year, upon 30 calendar days’ prior notice, during the regular business hours of Payor on a mutually agreeable date, have a mutually agreed independent accountant from one of the top four international accounting firms (the “Auditor”) conduct an audit of such records for the sole purpose of verifying that the payments made to Payee conform to Payor’s obligations under this Agreement. Payee will be solely responsible for all costs and expenses of conducting the audit. The Auditor will be required to sign a confidentiality agreement with respect to the records being examined. Payee acknowledges that Payor’s records and the reports and results of any audit contain the Confidential Information of Payor, and are subject to the terms and conditions of Section 7 of this Agreement. Any undisputed underpayment will be paid by Payor. Any overpayment will be credited towards Payor’s next payment to Payee.
| 6. | DATA; OWNERSHIP |
6.1 L A M Y Ownership. L A M Y and its affiliates, shall own all intellectual property and proprietary rights in and to all TwoPlus1 IP (including the Licensed IP), TwoPlus1 Platform, TwoPlus1 Platform Data, Game Data and Personal Data within on any territory. L A M Y and its affiliates own and reserve all right, title, goodwill and interest in and to the TwoPlus1 IP subject to the licenses granted in Section 2.1. Furthermore, L A M Y and its affiliates own: (a) the Game, the Game Titles, the Game Virtual Items, the Game Virtual Currencies and the marketing materials for the Game, any game-play mechanics, meta and balance of the Game (including without limitation all resources, buffs, skills and abilities available to characters and players of the Branded Game) (b) all hardware (other than end user mobile devices) related to the operation of the Games, all source code of the Game, the Platform, Game Data and Personal Data on any Territory, as well as Platform Data, and Marks; and (c) all other properties in whatever form, including hardware, software, customer data, user data, design documents, marketing plans, specifications, manuals, know how, technology, methods, idea, concepts, websites, billing systems, anti-hacking software and all other TwoPlus1 Materials, and in each case, where applicable, subject to Section 6.2, including Lawrence’s underlying rights in the Licensed IP (collectively, the “TwoPlus1 Property”). L A M Y and its affiliates own and reserve all right, title, and interest in and to the TwoPlus1 Property. To the extent L A M Y has applied for copyright or trademark registration in the Game or the Game Logo.
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6.2 Feedback. For any feedback or suggestions provided by Lawrence to L A M Y or any of its affiliates regarding any TwoPlus1 Property, including any modification to any source code that Lawrence makes available to L A M Y (“Feedback”), Lawrence hereby assigns to L A M Y all of Lawrence’s right, title, and interest in and to the Feedback, including all intellectual property and proprietary rights. Accordingly, Feedback is also L A M Y’s Property. For the avoidance of doubt, Feedback shall not include any Licensed IP.
| 7. | CONFIDENTIAL INFORMATION |
7.1 “Confidential Information” means any: (a) proprietary information of a party to this Agreement disclosed by one party to the other that is in written, graphic, machine readable or other tangible form and is marked “Confidential” or “Proprietary” or in some other manner to indicate its confidential nature; and (b)all information collected or developed by a party regarding its customers. Confidential Information also include oral disclosures if that information would reasonably be understood to be confidential from the context of disclosure. TwoPlus1 Platform Data, Game Data and Personal Data collected is L A M Y’s Confidential Information.
7.2 Exceptions. Confidential Information will not include any information that: (a) was publicly known and made generally available prior to the time of disclosure by the disclosing party; (b) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (c) is already in the possession of the receiving party at the time of disclosure; (d) is obtained by the receiving party from a third party without a breach of that third party’s obligations of confidentiality; or (e) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
7.3 Non-Use and Non-Disclosure. Each party will: (a) treat as confidential all Confidential Information of the other party; (b) not disclose that Confidential Information to any third party, except on a “need to know” basis to third parties that have signed a non-disclosure agreement containing provisions substantially as protective as the terms of this Section provided that the disclosing party has obtained the written consent to that disclosure from the other party; and (c) will not use that Confidential Information except in connection with performing its obligations or exercising its rights under this Agreement. Each party is permitted to disclose the other party’s Confidential Information if required by law or stock exchange listing rules so long as the other party is given prompt written notice of that requirement prior to disclosure and assistance in obtaining an order protecting that information from public disclosure.
| 8. | TERM AND TERMINATION |
8.1 Term. This Agreement commences upon the Effective Date and continues for the Term specified on the Cover Page.
8.2 Termination for Material Breach. Either party may terminate this Agreement if the other party does not cure its material breach of this Agreement within 30 days of receiving written notice of the material breach from the non-breaching party. Termination in accordance with this Section 8.2 will take effect when the breaching party receives written notice of termination from the non-breaching party, which notice must not be delivered until the breaching party has failed to cure its material breach during the 30-day cure period. If either party disputes in good faith whether a material breach of this Agreement has occurred, that dispute will be resolved in accordance with the arbitration procedure set forth in Section 12.5. This Agreement including the license grant will remain in effect unless the arbitrators have finally determined that a material breach has occurred and within 30 days of such determination, the breaching party has failed to cure the material breach.
8.3 Insolvency. A party may immediately terminate this Agreement upon written notice to the other party if the other party is subject to proceedings in bankruptcy or insolvency, voluntarily or involuntarily, if a receiver is appointed with or without the other party’s consent, if the other party assigns its property to its creditors or performs any other act of bankruptcy, or if the other party becomes insolvent and cannot pay its debts when they are due.
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8.4 Effects of Termination or Expiration. Upon the expiration or termination of this Agreement:
(a) Unless either party (the “Terminating Party”) terminates this Agreement for the other party’s (the “Terminated Party”) uncured material breach of this Agreement, the Terminating Party will pay to the Terminated Party all moneys lost due to the breach, as applicable, that the Terminating Party and the money owed to the Terminated Party as of the date of termination or expiration under this Agreement.
(b) Following any termination or expiration, both parties may fulfil any purchase of a the Game or the Virtual Item that was pending as of the date that the termination or expiration takes effect. Unless the Terminating Party determines otherwise, any termination or expiration will not affect further access, downloads or re-downloads of the Game, Game Virtual Currency, or Game Virtual Items by end users who have purchased a the Game, Game Virtual Currency, or Game Virtual Items before the date the termination or suspension takes effect, nor their rights in previously-downloaded Game, Game Virtual Currency, or Game Virtual Items.
(c) Terminating Party is not obligated to return copies of any materials received from the Terminated Party to the Terminated Party, subject to Section 7 above.
8.5 Survival of Certain Obligations. The following provisions will survive the termination or expiration of this Agreement: Sections 6 through 12, and any other provisions that, by their nature, are intended to survive. All liabilities that accrued prior to termination will also survive termination or expiration of this Agreement.
| 9. | REPRESENTATIONS AND WARRANTIES |
9.1 Authorization; Compliance with Laws. Each party represents and warrants that: (a) they are personally responsible or are duly organized, validly existing, of sound person or and in good standing in the jurisdiction stated in the preamble to this Agreement; (b) the execution and delivery of this Agreement by such party has been duly and validly authorized; (c) this Agreement constitutes a valid, binding, and enforceable obligation of such party; and (d) such party will comply with all applicable laws, rules, and regulations of any applicable governmental body in performing under this Agreement.
9.2 No Conflict. Each party represents and warrants that it will not grant any rights under any future agreement, nor will it permit or suffer any lien, obligation, or encumbrance that will conflict with the full enjoyment by such party of its rights under this Agreement.
9.3 Right to Make Full Grant. Each party represents and warrants that it has and will have all requisite rights to fully perform its obligations under this Agreement and to grant to the other party all rights granted under this Agreement free and clear of all agreements, liens, adverse claims, encumbrances, and interests of any person or entity, including such party’s employees, contractors, and its contractors’ employees and agents.
9.4 Performance and Licensed IP. (A) Lawrence represents and warrants that: (a) the media on which Licensed IP are delivered will be free of defects in materials and workmanship; (b) the materials and information provided as part of the Licensed IP are accurate in all material respects; and (c) L A M Y will be able to fully use the Licensed IP without the use of any tools or other computer programs. If Lawrence breaches a representation or warranty in this Section 9.4(A), Lawrence will promptly repair or replace a defective item or deliver a missing item.
9.5 Third Party Materials. Lawrence represents and warrants that the Licensed IP will not contain any software code that is subject to a license requiring, as a condition of use, modification, or distribution of the software code, that the software code or other software code combined or distributed with it be: (a) disclosed or distributed in source code form; (b) licensed for the purpose of making derivative works; or (c) redistributable at no charge.
9.6 Services. Each party represents and warrants that any services it performs under this Agreement will be performed in a timely, competent, professional, and workmanlike manner by qualified personnel.
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9.7 Legal Proceedings. (A) Lawrence represents and warrants that: (a) Lawrence is not involved in any legal proceeding (litigation, arbitration, mediation, or otherwise) relating to any Licensed IP; (b) Lawrence has not received notice of a claim relating to any Licensed IP; and (c) Lawrence is not aware of any facts or circumstances that might lead to a legal proceeding relating to any Licensed IP. (B) L A M Y represents and warrants that: (a) L A M Y is not involved in any legal proceeding (litigation, arbitration, mediation, or otherwise (b) L A M Y has not received notice of a claim relating to any TwoPlus2 Marks Game or any marketing materials therefor; and (c) L A M Y is not aware of any facts or circumstances that might lead to a legal proceeding relating to any L A M Y Materials to be used in the the Game or any marketing materials therefor.
9.8 Non-infringement. (A) L A M Y represents and warrants that: (a)none of the Licensed IP infringes, misappropriates, or otherwise violates the rights of a third party nor will cause Lawrence’s use, or reproduction of a the Game or any related item to infringe, misappropriate, or otherwise violate the rights of a third party; and (b) L A M Y does not know of a third party that is infringing Lawrence’s rights to any of the Licensed IP. materials therefor.
| 10. | INDEMNIFICATION |
10.1 Indemnification. Each party (the “Indemnifying Party”) will indemnify, defend, and hold harmless the other party and its affiliates and their directors, officers, and employees (the “Indemnified Party”) from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any breach by the Indemnifying Party or its employees or agents of any of the warranties or representations contained in this Agreement; (b) any failure of the Indemnifying Party to perform services under this Agreement in accordance with all applicable laws, rules, and regulations; (c) any violation or claimed violation of a third party’s rights resulting in whole or in part from the Indemnified Party’s exercise of its license rights under this Agreement; or (d) the Indemnifying Party’s negligence or wilful misconduct.
| 11. | LIMITATION OF LIABILITY |
11.1 Disclaimer of Warranties. ALL PERFORMANCE BY EACH PARTY AND ITS AFFILIATES IS PROVIDED “AS IS.”EACH PARTY AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE GAME OR LICENSED IP OR OTHERWISE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUALITY, OR ACCURACY. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE OTHER PARTY CANNOT ENSURE THAT ANY MATERIAL SUBMITTED BY OR ON BEHALF OF THAT OTHER PARTY WILL BE PROTECTED FROM THEFT OR MISUSE, AND THAT OTHER PARTY WILL HAVE NO LIABILITY ARISING FROM A FAILURE OF ANY SECURITY TECHNOLOGY OR PROCEDURE OR OF ANY END USER TO COMPLY WITH THE EULA.
11.2 Disclaimer of Consequential Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NEITHER PARTY WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTION CONTEMPLATED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS.
11.3 Cap on Liability. UNDER NO CIRCUMSTANCES WILL A PARTY’S OR ANY OF ITS AFFILIATE’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY SUCH PARTY TO THE OTHER PARTY UNDER THIS AGREEMENT FOR THE TWELVE-MONTH PERIOD PRECEDING THAT CLAIM.
11.4 Independent Allocations of Risk. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THESE PROVISIONS FAIL THEIR ESSENTIAL PURPOSE.
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| 12. | MISCELLANEOUS |
12.1 Subcontractors. Each party may exercise its respective rights under this Agreement via its affiliates and subcontractors. Each party will be responsible for the compliance of its affiliates and subcontractors with the terms of this Agreement.
12.2 Independent Contractor. The parties are independent contractors in the performance of this Agreement. Without limiting the generality of the previous sentence, neither party is authorized to bind the other party to any liability or obligation or to represent that it has any authority to do so.
12.3 Press Release. Except as expressly set forth in this Agreement or as required by the laws of any jurisdiction, neither party will make any public announcement or press release regarding the cooperation contemplated by this Agreement without the prior consent of the other party. Any party required by law to make a public announcement regarding any matter related to the cooperation contemplated by this Agreement will solicit from and consider in good faith the other party’s feedback on the content of that public announcement.
12.4 Force Majeure. No party to this Agreement will be liable to the other party for any failure or delay in fulfilling an obligation under this Agreement, if that failure or delay is attributable to circumstances beyond its control, including, but not limited to, any fire, power failure, labor dispute, war, civil dispute, or government action (including any new law or regulation) or inaction (“Force Majeure”). The parties agree that the deadline for fulfilling the obligation in question, and the Term, as applicable, will be extended for a period of time equal to that of the continuance of the Force Majeure.
12.5 Governing Law and Resolution of Disputes. This Agreement will be governed and construed in accordance with the Laws of the State of Wyoming, without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods. Except for the right of either party to apply to any court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, any dispute, controversy or claim arising in any way out of or in connection with this Agreement, including the existence, validity, interpretation, performance, breach or termination of this Agreement, or any dispute regarding pre-contractual or non-contractual rights or obligations arising out of or relating to it (“Dispute”) will be referred to and finally resolved by binding arbitration of the court.
12.6 Notices. All notices under the terms of this Agreement will be given in writing and sent by overnight courier, registered mail, email or will be delivered by hand to the addresses set forth below. All notices will be deemed to have been received when they are hand delivered, or five Business Days after their mailing.
12.7 Assignment. Neither this Agreement nor any rights or obligations under this Agreement may be assigned or otherwise transferred by either party, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other party. L A M Y and Lawrence may assign this agreement or any rights and obligations under this Agreement to an affiliate or subsidiary without the other party’s consent by providing a written notice to the other party prior to such assignment. Subject to this Section, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns. Any assignment in violation of this Section will be null and void.
12.8 Waiver. Any waiver of the provisions of this Agreement or of a party’s rights or remedies under this Agreement must be in writing provided in accordance with Section 12.6 (Notices) to be effective. Failure, neglect, or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time will not be construed as a waiver of the party’s rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice the party’s right to take subsequent action. Exercise or enforcement by either party of any right or remedy under this Agreement will not preclude the enforcement by the party of any other right or remedy under this Agreement or that the party is entitled by law to enforce.
12.9 Severability. If any term, condition, or provision in this Agreement is found to be invalid, unlawful, or unenforceable to any extent, the parties will endeavour in good faith to agree to amendments that will preserve, as far as possible, the intentions expressed in this Agreement. If the parties fail to agree on an amendment, the invalid term, condition, or provision will be severed from the remaining terms, conditions, and provisions of this Agreement, which will continue to be valid and enforceable to the fullest extent permitted by law, and the Tribunal will preserve, as far as possible, the original intention of the parties with respect to the severed term, condition, or provision.
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12.10 Remedies Cumulative. No single or partial exercise of any right or remedy will preclude any other or further exercise of any other right or remedy. Rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided at law or in equity.
12.11 Confidentiality of Agreement. Each party will not disclose any terms of this Agreement to any third party without the consent of the other party, except as required by applicable law.
12.12 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed to be an original and together will constitute one and the same agreement. This Agreement may also be executed and delivered by facsimile or email and that execution and delivery will have the same force and effect of an original document with original signatures.
12.13 Language. If this Agreement is executed in more than one language, then only the English version is binding on the parties.
12.14 Headings. Headings are used in this Agreement for reference only and will not be considered when interpreting this Agreement.
12.15 Integration. This Agreement and all exhibits contain the entire agreement of the parties with respect to the subject matter of this Agreement and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to that subject matter. No terms, provisions, or conditions of any purchase order, acknowledgement, or other business form that either party may use in connection with the transactions contemplated by this Agreement will have any effect on the rights, duties, or obligations of the parties under, or otherwise modify, this Agreement, regardless of any failure of a receiving party to object to these terms, provisions, or conditions. This Agreement may not be amended, except by a writing signed by both parties.
[End of Attachment]
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Exhibit 10.2
EMPLOYMENT AGREEMENT
This Employment Agreement (the “Agreement”) is effective as of January 31, 2022 (the “Effective Date”) by and between Dwight Witmer (the “Executive”) at 10 Sextons House, London SE10 9RQ and L A M Y, a Wyoming corporation (the “Company”) at 201 Allen St № 10104 New York NY 10002.
| 1. | Duties and Scope of Employment. |
(a) Position. For the term of this Agreement, the Company agrees to employ the Executive in the position of Director, Chief Executive Officer and Chief Financial Officer (the “Employment”). The duties and responsibilities of Executive shall include the duties and responsibilities for the Executive’s corporate office and position as set forth in the Company’s bylaws and such other duties and responsibilities as the Company’s Chief Executive Officer and/or Board of Directors may from time to time reasonably assign to the Executive.
(b) Obligations to the Company. During his Employment, the Executive shall devote his full business efforts and time to the Company. During his Employment, without prior written approval from the Company’s Chief Executive Officer, the Executive shall not render services in any capacity to any other person or entity and shall not act as a sole proprietor or partner of any other person or entity or as a shareholder or other owner owning more than ten percent of the stock or other interests of any other corporation or entity. This obligation, however, shall not preclude Executive from engaging in appropriate civic, charitable or religious activities or from devoting a reasonable amount of time to private investments or from serving on the boards of directors of companies, including closely held companies which are controlled by Executive as long as these activities or services do not materially interfere or conflict with Executive’s responsibilities to, or ability to perform his duties of employment by, the Company under this Agreement. The Executive shall comply with the Company’s policies and rules as they may be in effect from time to time during his Employment.
(c) No Conflicting Obligations. The Executive represents and warrants to the Company that he is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with his obligations under this Agreement. The Executive represents and warrants that he will not use or disclose, in connection with his employment by the Company, any trade secrets or other proprietary information or intellectual property in which the Executive or any other person has any right, title or interest and that his employment by the Company as contemplated by this Agreement will not infringe or violate the rights of any other person. The Executive represents and warrants to the Company that he has returned all property and confidential information belonging to any prior employer.
| 2. | Cash and Incentive Compensation. |
(a) Salary. The Company shall pay the Executive as compensation for his services during the first twelve (12) months of his Employment a base salary at a gross annual rate of $1.00. Such salary shall be payable in accordance with the Company’s standard payroll procedures. Only in the event that the parties extend the term of this Agreement pursuant to Section 4(a), then Company shall pay the Executive as compensation for his service during the second twelve (12) months of his Employment a base salary at a gross annual rate of $1,000 and, if applicable, for his service during the third twelve (12) months of his Employment a base salary at a gross annual rate of $10,000. (The annual compensation specified in this Subsection (a), together with any increases in such compensation as a result of an extension of the term of this Agreement pursuant to Section 4(a), is referred to in this Agreement as “Base Compensation.”)
(b) Bonus. Executive shall be included in the Company Executive Compensation program, whereby senior management are eligible to receive annual bonuses of up to 50% of their base compensation at the end of each financial year of the Company.
(c) Options. Executive shall not be eligible to be considered for stock option grants under the Company’s annual stock option award program as administered by, and at the discretion of, the Compensation Committee of the Board of Directors.
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(d) Insurance Coverage Reimbursement. Executive understands and agrees that, until further notice, the Company is not required to offer Executive any Company-sponsored benefit plans.
(e) Vacation. During the term of this Agreement, Executive shall be entitled to vacation each year in accordance with the Company’s policies in effect from time to time, but in no event less than four (4) weeks paid vacation per calendar year.
3. Business Expenses. During his Employment, the Executive shall be authorized to incur necessary and reasonable travel, entertainment and other business expenses in connection with his duties hereunder. The Company shall reimburse the Executive for such expenses upon presentation of an itemized account and appropriate supporting documentation, all in accordance with the Company’s generally applicable policies.
| 4. | Term of Employment. |
(a) Term. This Agreement shall expire on the third anniversary of the Effective Date, unless otherwise extended by the mutual agreement of Executive and the Company; provided, that this Agreement shall automatically be renewed for additional one (1) year terms and shall automatically be continued effective as of the subsequent anniversary date of the Agreement (a “Renewal Date”) unless the Company or Executive has delivered written notice of non-renewal to the other party at least sixty (60) days prior to the relevant Renewal Date.
(b) Basic Rule. The Executive’s Employment with the Company shall be “well substantiated,” meaning that either the Executive or the Company shall be entitled to terminate the Executive’s Employment with a very good Cause (in the case of the Company) or Constructive Termination (in the case of Executive). Any contrary representations that may have been made to the Executive shall be superseded by this Agreement. This Agreement shall constitute the full and complete agreement between the Executive and the Company on the “well substantiated” nature of the Executive’s Employment, which may be changed only in an express written agreement signed by the Executive and a duly authorized officer of the Company.
(c) Termination. The Company or the Executive may terminate the Executive’s Employment only for a cogent reason, and with a sound Cause (in the case of the Company) or Constructive Termination (in the case of Executive), by giving the other party notice in writing. The Executive’s Employment shall terminate automatically in the event of his death.
(d) Rights Upon Termination. Except as expressly provided in Section 5, upon the termination of the Executive’s Employment pursuant to this Section 4, the Executive shall be entitled only to the compensation, benefits and reimbursements described in Sections 2 and 3 for the period preceding the effective date of the termination.
| 5. | Termination Benefits. |
(a) General Release. Any other provision of this Agreement notwithstanding, Subsections (b), (c), and (d) below shall not apply unless the Employee (i) has executed a general release (in a form reasonably prescribed by the Company) of all known and unknown claims that he may then have against the Company or persons affiliated with the Company, and (ii) has agreed not to prosecute any legal action or other proceeding based upon any of such claims.
(b) Severance Pay. If, during the term of this Agreement, the Company terminates the Executive’s Employment for any reason other than Cause or Disability, or if the Executive voluntarily resigns following a Constructive Termination, (collectively, a “Termination Event”), then the Company shall pay the Executive his Base Compensation for the remaining period of the then-current term of this Agreement, but not in excess of six (6) months. Such Base Compensation shall be paid as a lump sum within thirty (30) days after the Termination Event.
(c) Stock Options. Stock Options are not applicable to this Agreement.
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(d) Disability. If the Executive’s employment is terminated by the Company by reason of the Executive’s Disability, the Executive shall be entitled to a prompt cash payment of a prorated portion of the payments set forth in Section 2(a) above for the year in which such termination occurs. Executive and his eligible dependents shall be entitled to continued participation so long as he is disabled and is not eligible for coverage under a successor employer’s plans through the month in which the Executive attains age sixty- five (65) in all medical, dental, vision and hospitalization insurance coverage, and in all other employee welfare benefit plans, programs and arrangements in which he was participating on the date of termination of his employment for Disability on terms and conditions that are no less favorable than those applicable, from time to time, to senior executives of the Company. For purposes of this Agreement, “Disability” means the Executive’s inability, due to physical or mental incapacity, to substantially perform his duties and responsibilities contemplated by this Agreement. In the event of a dispute as to whether the Executive is disabled, the determination shall be made by a licensed medical doctor selected by the Company and agreed to by the Executive. If the parties cannot agree on a medical doctor, each party shall select a medical doctor and the two doctors shall select a third who shall be the approved medical doctor for this purpose. The Executive agrees to submit to such tests and examinations as such medical doctor shall deem appropriate.
(e) Definition of “Cause.” For all purposes under this Agreement, “Cause” shall mean:
(i) Any breach of the Invention, Confidential Information and Non- Competition Agreement referenced in Section 6 hereof between the Executive and the Company, as determined by the Board of Directors of the Company;
(ii) Conviction of, or a plea of “guilty” or “no contest” to, a felony, or a plea of “guilty” or “no contest” to a lesser included offense in exchange for withdrawal of a felony indictment or felony charge by indictment, in each case whether arising under the laws of the United States or any state thereof;
(iii) Any act or acts of fraud;
(iv) violations of applicable laws, rules or regulations that expose the Company to material damages or material liability
(v) material breach by the employee of any material provision of the Employment Agreement that remains uncorrected for 30 days following written notice of such breach to the employee by the company.
(f) Definition of “Constructive Termination.” For all purposes under this Agreement, Constructive Termination shall mean the voluntary resignation of the Executive within 60 days following:
(i) The failure of the Executive to be elected or reelected to any of the positions described in Section 1(a) or his removal from any such position without his written consent.
(ii) A material diminution in the Executive’s duties or the assignment of him of any duties inconsistent with the Executive’s position and status as Executive Vice President and Chief Financial Officer of the Company.
(iii) A change in the Executive’s reporting relationship such that the Executive no longer reports directly to the Chief Executive Officer.
(iv) A reduction in the Executive’s Base Compensation without his consent;
(v) Receipt of notice from Company that the Executive’s principal workplace will be relocated by more than fifty (50) miles without his written consent;
(vi) A breach by the Company of any of its material obligations to the Executive under this Agreement; or
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(vii) The failure of the Company to obtain a satisfactory agreement from any successor to all or substantially all of the assets or business of the Company to assume and agree to perform this Agreement within 15 days after a merger, consolidation, sale or similar transaction.
| 6. | Invention, Confidential Information and Non-Competition Agreement. |
With this Agreement the Executive has entered into an Invention, Confidential Information and Non-Competition Agreement with the Company. This implies that Executive promises not to disclose sensitive proprietary information, such as trade secrets, he agrees not to unfairly compete against his employer.
| 7. | Successors. |
(a) Company’s Successors. This Agreement shall be binding upon any successor (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets. For all purposes under this Agreement, the term “Company” shall include any successor to the Company’s business and/or assets which becomes bound by this Agreement.
(b) Executive’s Successors. This Agreement and all rights of the Executive hereunder shall inure to the benefit of, and be enforceable by, the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.
| 8. | Miscellaneous Provisions. |
(a) Notice. Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of the Executive, mailed notices shall be addressed to him at the home address which he most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary.
(b) Modifications and Waivers. No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Executive and by an authorized officer of the Company (other than the Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.
(c) Indemnification. To the fullest extent permitted by the indemnification provisions of the Articles of Incorporation and Bylaws of the Company in effect as of the date of this Agreement, and the indemnification provision of the laws of the jurisdiction of the Company’s incorporation in effect from time to time, the Company shall indemnify the Executive as a director, senior officer or employee of the Company against all liabilities and reasonable expenses that may be incurred in any threatened, pending or completed action, suit or proceeding, and shall pay for the reasonable expenses incurred by the Executive in the defense of or participation in any proceeding to which the Executive is a party because of his service to the Company. The rights of the Executive under this indemnification provision shall survive the termination of employment.
(d) Whole Agreement. This Agreement and the Invention, Confidential Information and non-competition understanding between the Company and Executive contain the entire understanding of the parties with respect to the subject matter hereof. No other agreements, representations or understandings (whether oral or written and whether express or implied) which are not expressly set forth in such agreements have been made or entered into by either party with respect to the subject matter hereof.
(e) Withholding Taxes. All payments made under this Agreement shall be subject to reduction to reflect taxes or other charges required to be withheld by law.
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(f) Choice of Law and Severability. This Agreement shall be interpreted in accordance with the laws of the State of Wyoming (except their provisions governing the choice of law). If any provision of this Agreement becomes or is deemed invalid, illegal or unenforceable in any jurisdiction by reason of the scope, extent or duration of its coverage, then such provision shall be deemed amended to the extent necessary to conform to applicable law so as to be valid and enforceable or, if such provision cannot be so amended without materially altering the intention of the parties, then such provision shall be stricken and the remainder of this Agreement shall continue in full force and effect. Should there ever occur any conflict between any provision contained in this Agreement and any present or future statute, law, ordinance or regulation contrary to which the parties have no legal right to contract, then the latter shall prevail but the provision of this Agreement affected thereby shall be curtailed and limited only to the extent necessary to bring it into compliance with applicable law. All the other terms and provisions of this Agreement shall continue in full force and effect without impairment or limitation.
(g) Arbitration. Any controversy or claim arising out of or relating to this Agreement or the breach thereof, or the Executive’s Employment or the termination thereof, shall be settled in Cheyenne, Wyoming, by arbitration in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association. The decision of the arbitrator shall be final and binding on the parties, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement. The Company and the Executive shall share equally all fees and expenses of the arbitrator. The Executive hereby consents to personal jurisdiction of the state and federal courts located in the State of Texas for any action or proceeding arising from or relating to this Agreement or relating to any arbitration in which the parties are participants.
(h) No Assignment. This Agreement and all rights and obligations of the Executive hereunder are personal to the Executive and may not be transferred or assigned by the Executive at any time. The Company may assign its rights under this Agreement to any entity that assumes the Company’s obligations hereunder in connection with any sale or transfer of all or a substantial portion of the Company’s assets to such entity.
(i) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year first above written.
| /s/ Dwight Witmer | |||
| DWIGHT WITMER | |||
| L A M Y | |||
| By: | /s/ Dwight Witmer | ||
| Name: | WITMER, Dwight | ||
| Title: | Director, CEO & CFO | ||
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Exhibit 10.3
PROPERTY PURCHASE AGREEMENT
| I. | THE PARTIES. This Property Purchase Agreement (“Agreement”) made on May 25, 2022, (“Effective Date”) between: |
| Buyer: LAMY, a Wyoming corporation with a mailing address of 201 Allen St. № 10104 New York, NY 10002 (“Buyer”), who agrees to buy, and: | |
| Seller: Dwight Witmer with a mailing address of 10 Sextons House, Bardsley Lane, London, SE10 9RQ, England (“Seller”), who agrees to sell and convey real and personal property as described in Sections II & III. | |
| Buyer and Seller are each referred to herein as a “Party” and, collectively, as the "Parties." |
| II. | LEGAL DESCRIPTION. The real property is: |
| Desktop Computer (unbranded – Bespoke build) | $5,000 | |
| Dell Inspiron Desktop | $1,000 | |
| Lenovo Yoga 13 | $1,050 | |
| Dell XPS | $1,100 | |
| Dell Studio 1735 | $1,500 | |
| Acer Monitor | $ 500 | |
| 5x Ben Q Monitors | $1,000 | |
| Ilyama Monitor | $ 500 | |
| Bose Computer Speakers | $ 200 | |
| PlayStation 2 | $ 150 | |
| PlayStation 3 | $ 200 | |
| PlayStation 4 | $ 300 | |
| XBOX 360 | $ 200 | |
| Nintendo Switch | $ 300 | |
| HP Officejet | $ 250 | |
| Rexel Secure Document Shredder | $ 200 | |
| Panasonic TX58DX902 | $1,000 |
| III. | PERSONAL PROPERTY. In addition to the real property described in Section II, the Seller shall include the following personal property: |
| S20 Samsung Mobile Handset | $ 650 |
| The described real property in Section II and personal property in Section III shall be collectively known as the “Property.” |
| IV. | PURCHASE PRICE. After acceptance by all Parties, the Buyer agrees to make a payment in the amount of $15,100 as consideration by May 25, 2025, at 12 PM (“Purchase Price”). The Purchase Price is not required to be placed in a separate trust or escrow account in accordance with the Governing Law. |
| V. | PURCHASE PRICE & TERMS. The Buyer agrees to purchase the Property by payment of Fifteen Thousand One Hundred US Dollars ($15,100) as follows: |
☒ - All Cash Offer. No loan or financing of any kind is required in order to purchase the Property.
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| VI. | CLOSING COSTS. The costs attributed to the Closing of the Property shall be the responsibility of Buyer. |
| VII. | FUNDS AT CLOSING. Buyer and Seller agree that before the recording can take place, funds provided shall be in one (1) of the following forms: cash, interbank electronic transfer, money order, certified check or cashier’s check drawn on a financial institution located in the state of Governing Law, or any above combination that permits the Seller to convert the deposit to cash no later than the next business day. |
| VIII. | CLOSING DATE. This transaction shall close on May 25, 2022 at 12 PM. |
| IX. | PROPERTY CONDITION. Seller agrees to maintain the Property in its current condition, subject to ordinary wear and tear, from the time this Agreement comes into effect until the Closing. Buyer recognizes that the Seller makes no claims as to the validity of any property disclosure information. Buyer is required to perform their own inspections, tests, and investigations to verify any information provided by the Seller. Afterward, the Buyer shall submit copies of all tests and reports to the Seller at no cost. |
| X. | SELLER’S INDEMNIFICATION. Except as otherwise stated in this Agreement, after recording, the Buyer shall accept the Property AS IS, WHERE IS, with all defects, latent or otherwise. The Seller shall not be bound to any representation or warranty of any kind relating in any way to the Property or its condition, quality or quantity, except as specifically set forth in this Agreement or any property disclosure, which contains representations of the Seller only, and which is based upon the best of the Seller’s personal knowledge. |
| XI. | APPRAISAL. Buyer’s performance under this Agreement: |
Shall not be contingent upon the appraisal of the Property being equal to or greater than the agreed upon Purchase Price.
| XII. | REQUIRED DOCUMENTS. Prior to the Closing, the Parties agree to authorize all necessary documents, in good faith, in order to record the transaction under the conditions required by the recorder, title company, lender, or any other public or private entity. |
| XIII. | TERMINATION. In the event this Agreement is terminated, as provided in this Agreement, absent of default, any Purchase Price shall be returned to the Buyer, in-full, within 30 business days with all parties being relieved of their obligations as set forth herein. |
| XIV. | TIME. Time is of the essence. All understandings between the Parties are incorporated in this Agreement. Its terms are intended by the Parties as a final, complete and exclusive expression of their Agreement with respect to its subject matter and they may not be contradicted by evidence of any prior agreement or contemporaneous oral agreement. |
| XV. | BUYER’S DEFAULT. Seller’s remedies shall be limited to liquidated damages in the amount of the Purchase Price set forth in Section IV. It is agreed that such payments and things of value are liquidated damages and are Seller’s sole and only remedy for Buyer’s failure to perform the obligations of this Agreement. The Parties agree that Seller’s actual damages in the event of Buyer’s default would be difficult to measure, and the amount of the liquidated damages herein provided for is a reasonable estimate of such damages. |
| XVI. | SELLER’S DEFAULT. Buyer may elect to treat this Agreement as cancelled, in which case all Purchase Price paid by Buyer hereunder shall be returned and Buyer may recover such damages as may be proper, or Buyer may elect to treat this Agreement as being in full force and effect and Buyer shall have the right to specific performance or damages, or both. |
| XVII. | PURCHASE PRICE DISPUTE. Notwithstanding any termination of this Agreement, the Parties agree that in the event of any controversy regarding the release of the Purchase Price that the matter shall be submitted to mediation as provided in Section XXIII. |
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| XVIII. | DISPUTE RESOLUTION. Buyer and Seller agree to mediate any dispute or claim arising out of this Agreement, or in any resulting transaction, before resorting to arbitration or court action. |
| a.) | Mediation. If a dispute arises, between or among the Parties, and it is not resolved prior to or after recording, the Parties shall first proceed in good faith to submit the matter to mediation. Costs related to mediation shall be mutually shared between or among the Parties. Unless otherwise agreed in mediation, the Parties retain their rights to proceed to arbitration or litigation. | |
| b.) | Arbitration. The Parties agree that any dispute or claim in law or equity arising between them out of this Agreement or any resulting transaction, which is not settled through mediation, shall be decided by neutral, binding arbitration. The arbitrator is required to be a retired judge or justice, or an attorney with at least five (5) years of residential real estate law experience unless the Parties mutually agree to a different arbitrator. Under arbitration, the Parties shall have the right to discovery in accordance with Governing Law. Judgment upon the award of the arbitrator(s) may be entered into any court having jurisdiction. Enforcement of this Agreement to arbitrate shall be governed by the Federal Arbitration Act. | |
| c.) | Exclusions. The following matters shall be excluded from the mediation and arbitration: (i) a judicial or non-judicial foreclosure or other action or proceeding to enforce a deed, mortgage or installment land sale contract as defined in accordance with Governing Law; (ii) an unlawful detainer action, forcible entry detainer, eviction action, or equivalent; (iii) the filing or enforcement of a mechanic’s lien; and (iv) any matter that is within the jurisdiction of a probate, small claims or bankruptcy court. The filing of a court action to enable the recording of a notice of pending action, for order of attachment, receivership, injunction, or other provisional remedies, shall not constitute a waiver or violation of the mediation and arbitration provisions of this Section. |
| XIX. | GOVERNING LAW. This Agreement shall be interpreted in accordance with the laws in the state of Wyoming (“Governing Law”). |
| XX. | TERMS AND CONDITIONS OF OFFER. This is an offer to purchase the Property in accordance with the above stated terms and conditions of this Agreement. If at least one, but not all, of the Parties initial such pages, a counteroffer is required until an agreement is reached. Seller has the right to continue to offer the Property for sale and to accept any other offer at any time prior to notification of acceptance. If this offer is accepted and Buyer subsequently defaults, Buyer may be responsible for payment of compensation. This Agreement and any supplement, addendum or modification, including any copy, may be signed in two or more counterparts, all of which shall constitute one and the same writing. |
| XXI. | BINDING EFFECT. This Agreement shall be for the benefit of, and be binding upon, the Parties, their heirs, successors, legal representatives, and assigns, which therefore, constitutes the entire agreement between the Parties. No modification of this Agreement shall be binding unless signed by both Buyer and Seller. |
| XXII. | SEVERABILITY. In the event any provision or part of this Agreement is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Agreement, will be inoperative. |
| XXIII. | OFFER EXPIRATION. This offer to purchase the Property as outlined in this Agreement shall be deemed revoked and the Purchase Price shall be returned unless this Agreement is signed by Seller and a copy of this Agreement is personally given to the Buyer by May 25, 2022 at 12 PM. |
| XXIV. | ACCEPTANCE. Seller warrants that Seller is the owner of the Property or has the authority to execute this Agreement. Therefore, by the Seller’s authorization below, he accepts the above offer and agrees to sell the Property on the above terms and conditions and agrees to the agency relationships in accordance with any agreement(s). Seller has read and acknowledges receipt of a copy of this Agreement. |
| Delivery may be in any of the following: (i) hand delivery; (ii) email under the condition that the Party transmitting the email receives electronic confirmation that the email was received to the intended recipient; and (iii) by facsimile to the other Party or the other Party’s licensee, but only if the transmitting fax machine prints a confirmation that the transmission was successful. |
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| XXV. | DISCLOSURES. It is acknowledged by the Parties that: (check one) |
| There are no attached addendums or disclosures to this Agreement. |
| XXVI. | ADDITIONAL TERMS AND CONDITIONS. None. |
| XXVII. | ENTIRE AGREEMENT. This Agreement together with any attached addendums or disclosures shall supersede any and all other prior understandings and agreements, either oral or in writing, between the Parties with respect to the subject matter hereof and shall constitute the sole and only agreements between the Parties with respect to the said Property. All prior negotiations and agreements between the Parties with respect to the Property hereof are merged into this Agreement. Each Party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any Party or by anyone acting on behalf of any Party, which are not embodied in this Agreement and that any agreement, statement or promise that is not contained in this Agreement shall not be valid or binding or of any force or effect. |
| XXVIII. | EXECUTION. |
Buyer Signature: /s/ Dwight Witmer Date: May 25, 2022
Print Name: Dwight Witmer
Seller Signature: /s/ Dwight Witmer Date: May 25, 2022
Print Name: Dwight Witmer
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Exhibit 10.4
PROPERTY PURCHASE AGREEMENT
| I. | THE PARTIES. This Property Purchase Agreement (“Agreement”) made on May 26, 2022, (“Effective Date”) between: |
| Buyer: LAMY, with a mailing address of 201 Allen St., № 10104 New York, NY 10002 (“Buyer”), who agrees to buy, and: | |
| Seller: Smarty Pants, LLC with a mailing address of 3756 S St Andrews Place, Los Angeles, CA 90018 (“Seller”), who agrees to sell and intangible property and intellectual rights as described in Sections II & III. | |
| Buyer and Seller are each referred to herein as a “Party” and, collectively, as the "Parties." |
| II. | LEGAL DESCRIPTION. The intangible property is: |
| III. | INTELLECTUAL PROPERTY. In addition to the intangible property described in Section II, the Seller shall include the following intellectual property: |
| 1. | TwoPlus1® Business Plan |
| 2. | Legal Rights to TwoPlus1® Educational Video Game -- with
unique content: - user interface - original art; design; images - original animation - original audio - symbols; avatar names |
| 3. | TwoPlus1® trade mark – logotype and branding registration No. UK00003736471 |
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| 4. | CNIPA trademark solicitation -- China National Intellectual Property Administration | |
| The described intangible property in Section II and intellectual property in Section III shall be collectively known as the “Property.” | ||
| IV. | PURCHASE PRICE. After acceptance by all Parties, the Buyer agrees to make a payment in the amount of $29,000 as consideration by 26 May, 2024, at 12 PM (“Purchase Price”). The Purchase Price is not required to be placed in a separate trust or escrow account in accordance with Governing Law. |
| V. | PURCHASE PRICE & TERMS. The Buyer agrees to purchase the Property by payment of Twenty-Nine Thousand US Dollars ($29,000) through a: |
| Two Year Loan: |
a.) Loan Amount: $29,000
b.) Down Payment: $ Nil
c.) Interest Rate 10% (APR)
d.) Term: 24 Months
| VI. | ABILITY TO PAY. Buyer’s performance under this Agreement: |
| Shall not be contingent upon the Buyer’s revenue and profit upon the maturity date. |
| VII. | CLOSING COSTS. The costs attributed to the Closing of the Property shall be the responsibility of Buyer including any costs that is in standard procedure with conducting the sale of a property. |
| VIII. | CLOSING DATE. This transaction shall close on May 26, 2022 at 12 PM or earlier at the office of a title company to be agreed upon by the Parties (“Closing”). Any extension of the Closing must be agreed upon, in writing, by Buyer and Seller. Real estate taxes, rents, dues, fees, and expenses relating to the Property for the year in which the sale is closed shall be prorated as of the Closing. Taxes due for prior years shall be paid by Seller. |
| IX. | PROPERTY CONDITION. Seller agrees to maintain the Property in its current condition, subject to ordinary wear and tear, from the time this Agreement comes into effect until the Closing. |
| X. | SELLER’S INDEMNIFICATION. Except as otherwise stated in this Agreement, after recording, the Buyer shall accept the Property AS IS, WHERE IS, with all defects, latent or otherwise. The Seller shall not be bound to any representation or warranty of any kind relating in any way to the Property or its condition, quality or quantity, except as specifically set forth in this Agreement or any property disclosure, which contains representations of the Seller only, and which is based upon the best of the Seller’s personal knowledge. |
| XI. | TERMINATION. In the event this Agreement is terminated, as provided in this Agreement, absent of default, any Purchase Price shall be returned to the Buyer, in-full, within 10 business days with all parties being relieved of their obligations as set forth herein. |
| XII. | TIME. Time is of the essence. All understandings between the Parties are incorporated in this Agreement. Its terms are intended by the Parties as a final, complete and exclusive expression of their Agreement with respect to its subject matter and they may not be contradicted by evidence of any prior agreement or contemporaneous oral agreement. |
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| XIII. | BUYER’S DEFAULT. Seller’s remedies shall be limited to liquidated damages in the amount of the Purchase Price with the interest set forth in Section IV. It is agreed that such payments and things of value are liquidated damages and are Seller’s sole and only remedy for Buyer’s failure to perform the obligations of this Agreement. The Parties agree that Seller’s actual damages in the event of Buyer’s default would be difficult to measure, and the amount of the liquidated damages herein provided for is a reasonable estimate of such damages. |
| XIV. | PURCHASE PRICE DISPUTE. Notwithstanding any termination of this Agreement, the Parties agree that in the event of any controversy regarding the release of the Purchase Price that the matter shall be submitted to mediation as provided in Section XXIII. |
| XV. | DISPUTE RESOLUTION. Buyer and Seller agree to mediate any dispute or claim arising out of this Agreement, or in any resulting transaction, before resorting to arbitration or court action. |
| a.) | Mediation. If a dispute arises, between or among the Parties, and it is not resolved prior to or after recording, the Parties shall first proceed in good faith to submit the matter to mediation. Costs related to mediation shall be mutually shared between or among the Parties. Unless otherwise agreed in mediation, the Parties retain their rights to proceed to arbitration or litigation. | |
| b.) | Arbitration. The Parties agree that any dispute or claim in law or equity arising between them out of this Agreement or any resulting transaction, which is not settled through mediation, shall be decided by neutral, binding arbitration. The arbitrator is required to be a retired judge or justice, or an attorney with at least five (5) years of residential real estate law experience unless the Parties mutually agree to a different arbitrator. Under arbitration, the Parties shall have the right to discovery in accordance with Governing Law. Judgment upon the award of the arbitrator(s) may be entered into any court having jurisdiction. | |
| Enforcement of this Agreement to arbitrate shall be governed by the Federal Arbitration Act. | ||
| c.) | Exclusions. The following matters shall be excluded from the mediation and arbitration: (i) a judicial or non-judicial foreclosure or other action or proceeding to enforce a deed, mortgage or installment land sale contract as defined in accordance with Governing Law; (ii) an unlawful detainer action, forcible entry detainer, eviction action, or equivalent; (iii) the filing or enforcement of a mechanic’s lien; and (iv) any matter that is within the jurisdiction of a probate, small claims or bankruptcy court. The filing of a court action to enable the recording of a notice of pending action, for order of attachment, receivership, injunction, or other provisional remedies, shall not constitute a waiver or violation of the mediation and arbitration provisions of this Section. |
| XVI. | GOVERNING LAW. This Agreement shall be interpreted in accordance with the laws in the state of California (“Governing Law”). |
| XVII. | TERMS AND CONDITIONS OF OFFER. This is an offer to purchase the Property in accordance with the above stated terms and conditions of this Agreement. If at least one, but not all, of the Parties initial such pages, a counteroffer is required until an agreement is reached. Seller has the right to continue to offer the Property for sale and to accept any other offer at any time prior to notification of acceptance. |
| XVIII. | BINDING EFFECT. This Agreement shall be for the benefit of, and be binding upon, the Parties, their heirs, successors, legal representatives, and assigns, which therefore, constitutes the entire agreement between the Parties. No modification of this Agreement shall be binding unless signed by both Buyer and Seller. |
| XIX. | SEVERABILITY. In the event any provision or part of this Agreement is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Agreement, will be inoperative. |
| XX. | OFFER EXPIRATION. This offer to purchase the Property as outlined in this Agreement shall be deemed revoked unless this Agreement is signed by Seller and Buyer and a copy of this Agreement is personally given to the Buyer and Seller by May 26, 2022 at 12 PM. |
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| XXI. | ACCEPTANCE. Seller warrants that Seller is the owner of the Property or has the authority to execute this Agreement. Therefore, by the Seller’s authorization below, he accepts the above offer and agrees to sell the Property on the above terms and conditions and agrees to the agency relationships in accordance with any agreement(s) made with licensed real estate agent(s). Seller has read and acknowledges receipt of a copy of this Agreement and authorizes any third party agent(s) to deliver a signed copy to the Buyer. |
| XXII. | DISCLOSURES. It is acknowledged by the Parties that: The following addendums or disclosures are attached to this Agreement: |
- Note Payable
| XXIII. | ADDITIONAL TERMS AND CONDITIONS. None |
| XXIV. | ENTIRE AGREEMENT. This Agreement together with any attached addendums or disclosures shall supersede any and all other prior understandings and agreements, either oral or in writing, between the Parties with respect to the subject matter hereof and shall constitute the sole and only agreements between the Parties with respect to the said Property. All prior negotiations and agreements between the Parties with respect to the Property hereof are merged into this Agreement. Each Party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any Party or by anyone acting on behalf of any Party, which are not embodied in this Agreement and that any agreement, statement or promise that is not contained in this Agreement shall not be valid or binding or of any force or effect. |
| XXV. | EXECUTION. |
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PROMISSORY NOTE
(this "Note")
| Borrower: | LAMY of 201 Allen St., № 10104 NY, New York 10002 |
| (the "Borrower") | |
| Lender: | Smarty Pants, LLC. of 3756 S St. Andrews Place, Los Angeles, California 90018 |
| (the "Lender") | |
| Principal Amount: | $ 29,000 USD |
| XXVI. | FOR VALUE RECEIVED. The Borrower promises to pay to the Lender at such address as may be provided in writing to the Lender, the principal sum of $29,000 USD, at 10% (APR), beginning on 26 May 2022. |
| XXVII. | This Note will be repaid in full with the interest on 26 May 2024. |
| XXVIII. | At any time while not in default under this Note, the Borrower may pay the outstanding balance then owing under this Note to the Lender without further bonus or penalty. |
| XXIX. | The Borrower shall be liable for all costs, expenses and expenditures incurred including, without limitation, the complete legal costs of the Lender incurred by enforcing this Note as a result of any default by the Borrower and such costs will be added to the principal then outstanding and shall be due and payable by the Borrower to the Lender immediately upon demand of the Lender. |
| XXX. | If any term, covenant, condition or provision of this Note is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Note will in no way be affected, impaired or invalidated as a result. |
| XXXI. | This Note will be construed in accordance with and governed by the laws of the State of California. |
| XXXII. | This Note will enure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns of the Borrower and the Lender. The Borrower waives presentment for payment, notice of non-payment, protest and notice of protest. |
IN WITNESS WHEREOF the parties have duly affixed their signatures under seal on this 26 day of May, 2022.
SIGNED, SEALED AND DELIVERED before me:
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Exhibit 10.5
PROFESSIONAL ENGAGEMENT AGREEMENT GENERAL TERMS
BETWEEN
LAMY CORPORATION
AND
TRUEPENNY’S PROPERTY CONSULTANTS LTD.
Lamy
201 Allen St № 10104 NY 10002
TELEPHONE 657-315-8312
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PROFESSIONAL ENGAGEMENT AGREEMENT
GENERAL TERMS
THIS PROFESSIONAL ENGAGEMENT AGREEMENT (“Agreement”) is made and entered into as of the 2nd day of June, 2022 (“Effective Date”) between LAMY, a Wyoming corporation ("LAMY"), with a U.K. office at 10 Sextons House, Bardsley Lane, London SE10, England; and Truepenny’s Property Consultants Ltd., a British company, with an office located at 16 Lordship Lane, London SE22 8HN, England, U.K. ("PROFESSIONAL"). LAMY and PROFESSIONAL may be collectively referred to as "the Parties" or individually as a "Party." In consideration of the mutual agreements herein contained, it is agreed as follows:
| 1. | ENGAGEMENT, SERVICES AND LIMITATION ON AUTHORITY |
| 1.1. | ENGAGEMENT of PROFESSIONAL shall be made pursuant to the general terms set forth in this PROFESSIONAL ENGAGEMENT AGREEMENT – GENERAL TERMS. |
| 1.2. | PROFESSIONAL agrees to perform the services described in each “Statement of Work/Work-Stream” or Addendum No. 1 (hereafter collectively the “Statement of Work”), and any attachments thereto, entered into and executed by the Parties from time to time (hereinafter, collectively referred to as the "Services"). Services under this Agreement are limited to Services provided by PROFESSIONAL’s real estate team. Each Statement of Work shall: (i) be separately numbered; and, (ii) contain, at minimum, the name of contracting Parties, date of this Agreement, date of Statement of Work, description of Services to be performed, date when Services are to be performed or delivered, and rate of compensation payable to PROFESSIONAL for the Services. PROFESSIONAL will determine the method, details and means of performing the Services. Each Statement of Work is incorporated herein as if fully set forth herein and each Statement of Work is subject to all the terms and provisions hereof. Notwithstanding the foregoing, if any terms or conditions in an applicable Statement of Work (including Addendum No. 1) are inconsistent or in conflict with the Agreement, the Statement of Work (or Addendum No. 1 as the case may be) shall control. A sample Statement of Work is attached to this Agreement as Exhibit A. |
| 1.3. | PROFESSIONAL shall have no right, power or authority to control or direct the performance or activities of any officer, employee or agent of LAMY, or to enter into any contract, agreement or arrangement or incur any obligation or liability on behalf of or for the account of LAMY, unless stated otherwise in the Statement of Work. |
| 1.4. | LAMY will designate an individual to be responsible for the administration of the terms of this Agreement and all Statements of Work pursuant to which the PROFESSIONAL shall provide services to LAMY. The individual designated by LAMY will be referred to as the “LAMY Contact Person” and will be the person with whom the PROFESSIONAL should communicate regarding any matters related to the provision of services, payment of fees and expenses and any other matters related to the PROFESSIONAL’s relationship with LAMY. |
| 1.5 | The “LAMY Contract Person” is: | |
| Dwight Witmer | ||
| Position CEO | ||
| Address 10 Sextons Place, Bardsley Lane, London, SE10 9RQ | ||
| Office Phone (44) 7971-031448 | ||
| Email lamyinc@mail.com |
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| 1.6 | LAMY will provide such facilities, materials, information and resources for the performance of the Services as reasonably requested by PROFESSIONAL, and will liaise with PROFESSIONAL as appropriate during the performance of the Services and shall respond promptly to PROFESSIONAL’s reasonable requests for consultation, information, decisions and approvals. |
| 2. | TERM AND TERMINATION |
| 2.1 | This Agreement shall be for a term of three (3) years from the date first specified above, unless terminated earlier pursuant to this Agreement or extended by a mutual written agreement executed by both Parties. Provided that for any Statement of Work executed during the three (3) years term of this Agreement, should the performance of the Services extend beyond the three (3) years term of this Agreement, then the terms of this Agreement shall be extended solely for and until completion of the Services. |
| 2.2 | Either Party may terminate this Agreement (or any Statement of Work) upon fifteen (30) days’ prior written notice in the event of substantial failure by the other Party to perform in accordance with the terms of this Agreement (or such Statements of Work) through no fault of the terminating Party; provided that such notice shall specify in reasonable detail the nature of such substantial failure of performance; and further provided that if during such thirty-day period such other Party substantially remedies such performance, this Agreement (or such Statement of Work) shall not be terminated. However, the non-performing Party shall not be relieved of the obligation to complete such performance or from liability for any damages caused to the other Party by such failure of performance. This Agreement (including any or all Statement of Work) may also be terminated by LAMY for its convenience without penalty or termination fee, but only upon thirty (30) days’ prior written notice to PROFESSIONAL and LAMY shall pay PROFESSIONAL for all authorized expenses and work performed under any terminated Statement of Work through the date of termination. |
| 2.3 | Upon receipt of notice of termination from LAMY, unless otherwise permitted by the foregoing provisions or otherwise instructed within the body of such notice, PROFESSIONAL shall discontinue its Services, and as soon as reasonably possible thereafter, shall deliver to LAMY all data, documents, drawings, reports, files, estimates, summaries and such other information and materials, as may have been accumulated by PROFESSIONAL in the performance of this Contract, whether completed or in process. |
| 3. | COMPENSATION |
| 3.1 | Compensation to PROFESSIONAL for the Services rendered pursuant to this agreement or related Statement of Work shall be calculated as described in the Statement of Work covering such Services and shall be paid in United States dollars. No expenses of PROFESSIONAL shall be reimbursable by LAMY unless the obligation and manner of reimbursement is expressly set forth in such Statement of Work. The compensation provided for in each Statement of Work shall be the only payment to which PROFESSIONAL shall be entitled for the Services covered by such Statement of Work. |
| 3.2 | PROFESSIONAL shall invoice LAMY for services rendered pursuant to this agreement and each related Statement of Work on the basis set out in the applicable Statement of Work. LAMY will pay the amounts properly invoiced pursuant to the terms of this agreement and each related Statement of Work within thirty (30) days of invoice receipt. All invoices will be submitted in an electronic format as specified by LAMY. Overdue invoice are subject to simple interest at the rate of one-half of one percent per month. |
| 3.3 | Invoices and communications regarding invoices shall be sent directly to the LAMY Contact Person identified in this agreement and in each Statement of Work, unless otherwise directed by said Statement of Work. |
| 3.4 | LAMY reserves the right to audit upon reasonable notice and at reasonable times all records of PROFESSIONAL pertaining to the invoiced fees, costs and expenses of the Services provided to LAMY during and for a two (2) year period following the term of this Agreement. Any such audit will be conducted in a manner that minimizes disruption to Professional’s business operations. |
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| 4. | PROFESSIONAL STANDARDS |
| PROFESSIONAL assumes complete professional and technical responsibility for performance of all Services and will provide Services in a good and workman like manner, in accordance with recognized prudent professional standards applicable in the industry of PROFESSIONAL, and in accordance with all applicable laws, regulations, standards and codes. PROFESSIONAL warrants that all Services and deliverables will conform to agreed specifications. If within 90 days following completion of the Services or provision of the deliverables, LAMY notifies PROFESSIONAL in wiring that certain SERVICES or deliverables do not conform to agreed specifications, PROFESSIONAL shall promptly re-perform such Services or correct defective deliverables, without charge to LAMY. |
| 5. | INDEPENDENT CONTRACTOR |
| 5.1. | PROFESSIONAL enters into this Agreement as an independent contractor. Under no circumstances shall PROFESSIONAL look to LAMY as its employer, nor as a partner, agent or principal. PROFESSIONAL shall not be entitled to any benefits accorded to LAMY's employees, including, without limitation, workers compensation, disability insurance, and vacation or sick pay. PROFESSIONAL shall be responsible for providing, at its expense and in its name, disability, workers' compensation or other insurance as well as licenses and permits usual or necessary for conducting its Services hereunder. |
| 5.2. | PROFESSIONAL shall pay, when and as due, any and all taxes, duties and other similar charges assessed or incurred as a result of PROFESSIONAL’s Services or compensation hereunder, including estimated taxes. PROFESSIONAL hereby agrees to indemnify LAMY for any third-party claims, losses, costs, fees, liabilities, damages or injuries suffered by LAMY arising out of PROFESSIONAL’s breach of this Section or arising out of a determination by a court or agency that PROFESSIONAL or PROFESSIONAL’s employees are not independent contractors. LAMY is hereby authorized to make all withholding, value added tax or similar payments required by law as a deduction against the amount of compensation paid to PROFESSIONAL hereunder. |
| 5.3. | PROFESSIONAL represents that he or she has the qualifications and ability to perform the Services in a professional manner, without the advice, control or supervision of LAMY. PROFESSIONAL shall have sole discretion and control of the Services and the manner in which they are performed. PROFESSIONAL agrees to follow workplace standards that adhere to the LAMY Code of Conduct promptly upon receipt of a written copy of such LAMY Code of Conduct. |
| 6. | PROFESSIONAL INSURANCE |
| PROFESSIONALS providing Services for LAMY are expected to maintain insurance coverage that is reasonable and prudent in relation to the Services provided by PROFESSIONAL. If PROFESSIONAL does not have coverage or if coverage is cancelled and not immediately replaced with comparable coverage, PROFESSIONAL must immediately report this to the LAMY Contact Person. However, PROFESSIONAL shall at a minimum maintain Workers Compensation insurance with statutory limits with coverage as required under laws and regulations, and Employer’s Liability insurance with limits of not less than $1,000,000. Such policy shall include a waiver of subrogation in favor of LAMY. |
| 7. | MUTUAL INDEMNITY AND LIMITATION OF LIABILITY |
| 7.1. | LAMY and PROFESSIONAL (the Indemnifying Party) agree to indemnify, defend and hold harmless the other and its affiliates, and all of their employees, officers, directors, shareholders, and joint ventures (the Indemnified Party) from and against any and all third party claims, demands, losses, damages, liabilities, expenses, obligations, judgments, recoveries and deficiencies (Losses), arising out of or due to the negligent acts or omissions or willful misconduct of the Indemnifying Party excluding any portion of such Losses which are directly attributable to the Indemnified Party’s negligent acts or omissions or willful misconduct. For the avoidance of doubt, “third party” does not include the Parties or their affiliates, directors, officers or employees. The Indemnifying Party’s obligation to indemnify hereunder is predicated upon the Indemnified Party (a) giving prompt written notice of any Loss, (b) giving the Indemnifying Party the opportunity to assume sole control over the defense and settlement, if applicable, of the Loss, and (c) providing, at the Indemnifying Party’s sole expense, all reasonably requested and relevant information, assistance and authority to enable the Indemnifying Party to perform it obligations hereunder. The Indemnifying Party agrees not to settle any Loss without the Indemnified Party’s written consent, which shall not be unreasonably withheld. |
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| 7.2 | In addition, LAMY will indemnify PROFESSIONAL for the costs and expenses that PROFESSIONAL reasonably incurs to produce documents and electronic records, and to provide oral or written testimony, in response to discovery requests related to any of the Services PROFESSIONAL provides from June 2, 2022 through the term of this Agreement. For purposes of clarity, discovery requests include subpoenas in civil or criminal suits, as well as orders from administrative agencies in any other type of proceeding or investigation; and costs and expenses include the cost of searching archived records, the cost of production, and the cost of retaining outside counsel. This section does not apply to any suit by LAMY against PROFESSIONAL. |
| 7.3. | Any statutory limitations in effect now or hereafter which affect the validity or enforceability of the indemnification provisions in this Agreement are made a part hereof in the respective jurisdiction where the statute applies and any such statutory limitations shall operate to amend the indemnity provisions hereof to the minimum extent necessary to bring such provisions into conformity with the requirements of the statute. So modified, the indemnity provisions of this Agreement shall continue in full force and effect. |
| 7.4. | IN NO EVENT SHALL LAMY OR PROFESSIONAL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WHETHER IN AN ACTION BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. |
| 7.5 | For each Statement of Work, except for third party indemnity claims pursuant to Section 7.1 which shall not be limited as to a dollar amount, PROFESSIONAL agrees to indemnify and hold harmless LAMY under the following terms and conditions: |
| (i) | without limitation, for death or personal injury to any person due to its negligence or the negligence of its employees; | |
| (ii) | for physical damage to or loss of the LAMY’s tangible property, including loss of data, if the damage or loss is due to PROFESSIONAL’s negligence or breach of contract; | |
| (iii) | for all other causes of action, PROFESSIONAL’s total liability arising out of or in connection with the Agreement shall not exceed in aggregate 150% of the fees paid by the LAMY. |
| 8. | INTELLECTUAL PROPERTY AND CONFIDENTIALITY |
| 8.1. | The Parties may either receive or disclose Confidential Information under this Agreement and may therefore be referred to either as the "Recipient" or the "Disclosing Party" as the case may be. Recipients of Confidential Information promise to protect and maintain the confidentiality nature of the information they receive. “Confidential Information” means information that is marked or otherwise identified as confidential, or information that can reasonably be understood to be confidential, but excludes: |
| (i) | Information that is known Recipient, without restriction, prior to obtaining the same from Disclosing Party; or |
| (ii) | Information that is in the public domain at the time of disclosure; or |
| (iii) | Information that is rightfully obtained by Recipient from a third party who did not receive the same, directly or indirectly, from Disclosing Party, and who has no obligation of confidentiality with respect thereto; or |
| (iv) | Information that is independently developed without use of Disclosing Party’s information. |
| Either Party may disclose Confidential Information to its employees, subcontractors and advisors, and to the employees, subcontractors and advisors of affiliated companies, on a need-to-know basis, who are in all cases contractually obliged to keep the information confidential. Neither Party shall acquire any intellectual property rights in any Confidential Information disclosed by the other. |
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| 8.2. | Subject to 8.1 above, PROFESSIONAL further agrees that it will not, without the prior written consent of LAMY, disclose to any third party any of such Confidential Information developed or obtained by PROFESSIONAL in the performance of this Agreement. If so requested by LAMY, PROFESSIONAL further agrees to require its employees to execute a nondisclosure agreement prior to performing Services under this Agreement. |
| 8.3. | It shall not be a breach of the confidentiality obligations hereof for Recipient to disclose Confidential Information where, but only to the extent that, such disclosure is required by law or applicable legal process, provided in such case the Recipient shall (i) give the earliest notice possible to Disclosing Party that such disclosure is or may be required, and (ii) cooperate in protecting such confidential or proprietary nature of the Confidential Information which must so be disclosed. |
| 8.4 | Intellectual Property (“IP”) owned or licensed by a Party on the date a Statement of Work is fully signed, as well as modifications or adaptations to that IP made during the performance of any Services (“Background IP”), will remain the property of that Party. |
| 8.5 | Unless otherwise provided IP developed by PROFESSIONAL in the course of performing the Services (“Foreground IP”) will be owned by LAMY. Upon completion of all phases of the Services and on receipt of payment in full by PROFESSIONAL, PROFESSIONAL grants LAMY a royalty-free, exclusive, world-wide licence to (i) use the Foreground IP for the purposes set out in the relevant Statement of Work, and (ii) use PROFESSIONAL’s Background IP to the extent required for LAMY to fully utilize the Services and any deliverables provided by PROFESSIONAL. |
| 8.6 | Notwithstanding anything to the contrary in this Agreement, the Parties and their employees providing Services shall be free to use Residuals for any purpose, including use in development, marking and provision of their own services and products to other third parties. “Residuals” means the Confidential Information disclosed under this Agreement that may be retained in intangible form (e.g., not in written or other documentary form, including in any electronic media) by the Recipient’s personnel having had access to that Confidential Information in connection with providing the services so long as the Recipient’s personnel do not intentionally retain Confidential Information for the purpose of its reuse. |
| 9. | DISPUTE RESOLUTION |
| 9.1. | Dispute Resolution. |
| 9.1.1 | General Provisions. The Parties shall attempt to resolve disputes of any kind or nature (“Disputes”) by utilizing the provisions of Section 9.1.2 prior to instituting legal action. |
| 9.1.2 | Referral to Senior Management. |
| 9.1.2.1 | Upon the occurrence of a Dispute, either Party may deliver a notice to the other Party requesting that the Dispute be referred to the senior management of the Parties for resolution. Any such notice shall include the names of the senior management of the Party nominated (such senior management shall be limited to 3 individuals) to attempt to resolve the Dispute, and a schedule of their availability to meet and confer during the thirty (30) day period following the date of the notice. Any such notice shall be delivered within a reasonable time after the Dispute arises, but in no event shall it be delivered less than sixty (60) days before the institution of legal or equitable proceedings based on such Dispute would be barred by any applicable statute of limitations. | |
| Within seven (7) days after receipt of a notice pursuant to Clause 9.1.2.1 of this Section, the other Party shall provide a reply to the requesting Party indicating the names of the senior management of the Party nominated to meet and confer to resolve the Dispute, and a schedule of their availability during the remainder of the thirty (30) day period following the date of the notice of referral to senior management. |
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| 9.1.2.2 | Within ten (10) days after notice is given pursuant to clause 9.1.2.1, and during the remainder of the thirty (30) day period following delivery of the notice, the nominated members of the senior management of the Parties shall meet as frequently as reasonably possible, and shall attempt in good faith to resolve the Dispute. |
| 9.1.2.3 | Senior Management shall include employees of the Parties, but not outside counsel, experts or other third parties. |
| 10. | JURISDICTION, COMPLIANCE WITH LAW AND FORUM SELECTION |
| 10.1 | PROFESSIONAL shall, and shall cause PROFESSIONAL’s affiliates to, comply with all laws applicable to its or their performance under this Agreement, including, without limitation, laws dealing with improper or illegal payments, gifts or gratuities. PROFESSIONAL shall not pay, promise to pay, or authorize the payment of any money or other thing of value, directly or indirectly, to any person (whether a government official or private individual) for the purpose of inducing any government official, political party or official thereof to illegally or improperly assist in obtaining or retaining business for, or to take any other action favorable to, LAMY, and shall take all reasonable steps to assure that all agents and representatives engaged by PROFESSIONAL comply with all laws applicable to the activities and obligations of PROFESSIONAL hereunder, including laws dealing with improper or illegal payments as described above. |
| 10.2 | This Agreement and any Statement of Work (including Addendum No. 1) will be governed by and construed in accordance with the laws of the State of Wyoming (without giving effect to principles of conflicts of laws). The Parties hereto agree that all actions or proceedings arising in connection with this Agreement and any and all Statements of Work, or any attachments thereto, shall be conducted, tried and litigated exclusively in the State and Federal courts located in the City of Cheyenne, State of Wyoming. The aforementioned choice of venue is intended by the Parties to be mandatory and not permissive in nature, thereby precluding the possibility of litigation between the Parties with respect to or arising out of this Agreement in any jurisdiction other than that specified in this paragraph. Each Party hereby waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this paragraph, and stipulates that the State and Federal courts located in the City of Cheyenne, State of Wyoming shall have in personam jurisdiction and venue over each of them for the purpose of litigating any dispute, controversy, or proceeding arising out of or related to this Agreement. Each Party hereby authorizes and accepts service of process sufficient for personal jurisdiction in any action against it as contemplated by this paragraph by registered or certified mail, return receipt requested, postage prepaid, to its address for the giving of notices as set forth in this Agreement. Any final judgment rendered against a Party in any action or proceeding shall be conclusive as to the subject of such final judgment and may be enforced in other jurisdictions in any manner provided by law. |
| 11. | PUBLICATION |
| PROFESSIONAL shall make no media releases, public announcements and other disclosures relating to this Agreement or related Statement of Work or the subject matter hereof, including promotional or marketing material, but excluding announcements intended solely for internal distribution or to meet legal or regulatory requirements, without prior written approval from the LAMY CORPORATE COMMUNICATIONS DEPARTMENT, provided however, it is agreed by the Parties that PROFESSIONAL shall be permitted, without the approval of LAMY, to state in materials that PROFESSIONAL provides to prospective clients and or employers that PROFESSIONAL provided services to LAMY and the nature of the services provided. |
| 12. | SURVIVAL |
| In the event of expiration or termination of this Agreement for any reason whatsoever, Sections 2.2 (last two sentences), 2.3, 3, 5.2, 7.4, 8, 9.1, 10.2, 11, 12 and 20 of this Agreement and those section identified in Addendum No. 1 shall survive such expiration or termination and remain in full force and effect in accordance with their terms. The rights and obligations of the Parties which by their nature are normally intended to survive the termination or completion of any Statement of Work shall remain in full force and effect following termination of this Agreement for any reason. |
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| 13. | ENTIRE AGREEMENT AND AMENDMENTS |
| 13.1 | This Agreement, together with any and all Statements of Work entered into pursuant to this Agreement, contain the entire Agreement between the Parties hereto with respect to the subject matter hereof. No amendment to this Agreement or to any Statement of Work shall be binding upon either Party hereto, unless it is in writing and executed on behalf of each Party hereto by a duly authorized representative and expressly specified as such. This Agreement supersedes all previous Agreements, whether written or oral, including all prior agreements entered into between the Parties relating to the subject matter hereunder. |
| 14. | ASSIGNMENT AND SUBCONTRACTING |
| PROFESSIONAL shall not have the right to assign this Agreement or subcontract any of the Services without the prior written consent of LAMY. PROFESSIONAL shall supervise all work subcontracted by PROFESSIONAL in performing the Services and shall be responsible for all work performed by a subcontractor as if PROFESSIONAL itself had performed such work. The assignment or subcontracting of any work to subcontractors shall not relieve PROFESSIONAL from any of its obligations under this Contract with respect to the Services. LAMY may assign its rights and obligations hereunder to an affiliate or another entity involved in the subject matter of the Services or in connection with any merger, acquisition or similar event. LAMY shall provide PROFESSIONAL written notice of any such assignment. |
| 15. | BINDING EFFECT |
| This Agreement shall be binding upon and inure to the benefit of the Parties hereto, and to their successors and permitted assigns. |
| 16. | PERSONNEL POLICIES & PROCEDURES INCLUDING SAFETY AND HEALTH PROGRAMS |
| 16.1 | PROFESSIONAL shall take all reasonable steps and precautions to comply with all federal, state or local laws and regulations applicable to protect the health and safety of its employees, agents, representatives and other personnel with regard to the Services. |
| 16.2 | PROFESSIONAL shall comply with all LAMY site programs and procedures when performing Services onsite at LAMY facilities. |
| 17. | DRUGS, ALCOHOL AND WEAPONS |
| PROFESSIONAL agrees to comply with LAMY's policy regarding drugs, alcohol and weapons and shall advise and enforce this policy with its employees, subcontractors and agents. LAMY's policy prohibits: (a) the use, possession and/or distribution of illegal or unauthorized drugs, drug-related paraphernalia or weapons on LAMY's premises; and (b) the use or possession of alcoholic beverages, except where authorized by LAMY's management. PROFESSIONAL shall immediately remove and bar from LAMY's premises any employee or contractor who is in violation of this policy. LAMY reserves its rights to remove and bar any person who is found in violation of this policy. |
| 18. | AUTHORITY |
| PROFESSIONAL possesses all requisite power and authority to enter into and perform the services contemplated in this Agreement and all related Statement of Works. PROFESSIONAL has all legal power and authority to own and use its properties and to transact the business in which it engages or proposes to engage, and holds or expects to obtain all Authorizations necessary and required therefore. |
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| 12. | CONFLICTS OF INTEREST |
| PROFESSIONAL agrees during the term of this agreement to disclose to LAMY any consulting engagements that it enters into with competitors of LAMY involving services similar to those provided by PROFESSIONAL to LAMY hereunder. If requested by LAMY, PROFESSIONAL and LAMY will discuss in good faith implementation of customary measures by PROFESSIONAL designed to ensure the maintenance of the confidentiality of LAMY’s Confidential Information (such as firewalls). PROFESSIONAL shall not be required to disclose any information to LAMY which could reasonably be expected to violate any applicable securities or other laws, any obligation of confidentiality to any other client of PROFESSIONAL or any professional standard applicable to PROFESSIONAL. |
| 13. | NOTICES |
| All notices, correspondence and other communications under this Agreement shall be in writing and shall be deemed to have been duly given when actually received. Such notices may be given by first class, registered or certified mail, email or by facsimile transmission. |
If to LAMY:
LAMY Corporation
10 Sextons House, Bardsley Lane
London, England SE10 9RQ
Attention: D. Witmer, CEO
Email: lamyinc@mail.com
If to PROFESSIONAL:
16 Lordship Lane
London SE22 8HN
England, United Kingdom
Attention: Ryan Vella
Email: Vella@truepennys.com
| 14. | COUNTERPARTS |
| This Agreement may be signed in any number of counterparts with the same effect as if the signatures to each counterpart were upon a single instrument, and all such counterparts together shall be deemed an original of this Agreement. Execution and delivery of this Agreement by exchange of facsimile copies or PDF bearing the facsimile or electronic signature of a Party hereto shall constitute a valid and binding execution and delivery of this Agreement by such Party. Such facsimile or PDF copies shall constitute enforceable original documents. |
IN WITNESS WHEREOF, this Agreement is executed effective as of the day and year first above written.
| LAMY CORPORATION | TRUEPENNY’S PROPERTY CONSULTANTS LTD. |
| By: | /s/ Dwight Witmer: | By: | /s/ RYANN VELLA | |
| Name: | D. Witmer | Name: | R. Vella | |
| Title: | Chief Executive Officer | Title: | Managing Partner |
| Address: | 10 Sextons House, London 4600 SE10 9RQ, U.K. |
Address: | 16 Lordship Lane, London SE22, 8HN U.K. |
[SIGNATURE PAGE TO THE PROFESSIONAL
ENGAGEMENT AGREEMENT]
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ADDENDUM No. 1
STATEMENT OF WORK
| ORGANIZATION | ||
| CLIENT NAME | LAMY | |
| CLIENT PHONE | +44 (0) 7971 031448 | |
| CLIENT EMAIL | lamyinc@mail.com | |
| CLIENT MAILING ADDRESS | 10 Sextons House, Bardsley Lane, London SE10, England | |
| PROFESSIONAL NAME | TRUEPENNY’S PROPERTY CONSULTANTS LTD. | |
| PROFESSIONAL PHONE | +44 (0) 20 8858 9595 | |
| PROFESSIONAL EMAIL | Vella@truepennys.com | |
| PROFESSIONAL MAILING ADDRESS | 16 Lordship Lane London SE22 8HN England, United Kingdom | |
| DATE | June 2, 2022 | AUTHOR: D. W. |
| PROJECT | |
| PROJECT NAME | Twoplus1 Digital Real Estate |
| CLIENT | LAMY |
| BRAND | TwoPlus1® |
| PRODUCT |
TwoPlus1® Video Game
|
| DESCRIPTION | |
|
Professional is engaged to fully design and develop the special feature in the TwoPlus1 video game through which the player of the game will have the ability to purchase virtual real estate within the game.
| |
| DELIVERABLES & DELIVERY SCHEDULE Project begin and end dates, approximate delivery of major events | |
| FIRST DELIVERABLE DUE DATE | DELIVERABLE DESCRIPTION |
| 01/02/2024 |
The devised feature in the game should enable the player to locate, choose, delineate and develop the land. The designed element in the game should allow the player to pay for the virtual land, which will be measured in digital acres. The feature must allow for the player's payment to be extracted or converted into real US dollar currency and transmitted to the bank account of LAMY Corporation.
|
| INVESTMENT | ||
| DESCRIPTION | COST | TERMS |
| The total Time and Materials (T&M) maximum amount or "not to exceed" (NTE) amount is $20,000, plus pre-approved travel expenses and ODCs. | $24,000 per annum | All travel, lodging, and entertainment expenses must be pre-approved by LAMY in writing, and will be in addition to the above-stated NTE amount. As its option, LAMY will book all travel related expenses. |
| ANNUAL COST | $44,000 | |
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| BUSINESS TERMS / CONDITIONS |
| DURATION OF SERVICES |
| Three (3) years |
| TERMS OF PAYMENT |
| Professional will be paid on a monthly basis. |
| EXPENSES |
| As described above. |
| MILEAGE / TRAVEL |
| As described above. |
| PLACE OF INSPECTION AND ACCEPTANCE |
| LAMY will carry out monthly inspections, using digital devices and virtual reviews throughout the length of this engagement. |
| CONTRACT MODIFICATIONS |
| Refer to Engagement Agreement. |
| CONFIDENTIALITY |
| Refer to Engagement Agreement. |
| TERMINATION |
| Refer to Engagement Agreement. |
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Exhibit 10.6
LOAN AGREEMENT AND PROMISSORY NOTE
THIS LOAN AGREEMENT AND PROMISSORY NOTE (the “Note”), is made this 1st day of February, 2022, by and among Mr. Dwight Witmer (hereinafter, known as “LENDER”) and LAMY, a Corporation organized under the laws of the State of Wyoming (hereinafter, known as “BORROWER”). BORROWER and LENDER shall collectively be known herein as “the Parties”. In determining the rights and duties of the Parties under this Loan Agreement, the entire document must be read as a whole.
PROMISSORY NOTE
FOR VALUE RECEIVED, BORROWER promises to repay to the order of LENDER, the sum of $10,000.00 dollars together with interest thereon at a rate of 10 percent (%) per annum.
ADDITIONAL LOAN TERMS
The BORROWER and LENDER, hereby further set forth their rights and obligations to one another under this Loan Agreement and Promissory Note and agree to be legal bound as follows:
A.
Principal Loan Amount $10,000.00
B.
Loan Repayment Terms.
BORROWER will make payment(s) to LENDER in three (3) separate payments according to the following schedule:
1.
$3,000.00 on or before July 1, 2023,
2.
$3,000.00 on or before July 1, 2024,
3.
$4,000.00 on or before July 1, 2025,
4.
The interest amount is expected to be at $3,000; due with the final payment thereto.
C.
Collateral.
This loan is unsecured.
D.
Method of Loan Payment.
The BORROWER shall make all payments called for under this loan agreement by sending check or other modern method of payment, payable to Mr. Dwight Witmer.
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E.
Default.
The occurrence of any of the following events shall constitute a Default by the BORROWER of the terms of this loan agreement and promissory note:
1)
BORROWER’S failure to pay any amount due as principal or interest on the date required under this loan agreement.
2)
BORROWER seeks an order of relief under the Federal Bankruptcy laws.
3)
A federal tax lien is filed against the assets of BORROWER.
F.
Additional Provisions Regarding Default.
1)
Addressee and Address to which LENDER is to give BORROWER written notice of default:
442 5th Avenue, 1683 Manhattan, NY 10018
If BORROWER gives written notice to LENDER that a different address shall be used, LENDER shall use that address for giving notice of default (or any other notice called for herein) to BORROWER.
2)
Cure of Default. Upon default, LENDER shall give BORROWER written notice of default. Mailing of written notice by LENDER to BORROWER via U.K. or U.S. Postal Service Certified Mail shall constitute prima facie evidence of delivery. BORROWER shall have 15 days after receipt of written notice of default from LENDER to cure said default. In the case of default due solely to BORROWER’S failure to make timely payment as called for in this loan agreement, BORROWER may cure the default by either: (i) making full payment of any principal and accrued interest (including interest on these amounts) whose payment to LENDER is overdue under the loan agreement and, also, the late-payment penalty described below.
3)
Penalty for Late Payment. There shall also be imposed upon BORROWER a 2% penalty for any late payment computed upon the amount of any principal and accrued interest whose payment to LENDER is overdue under this loan agreement and for which LENDE has delivered a notice of default to BORROWER.
4)
Indemnification of Attorneys Fees and Out-of-Pocket Costs. Should any party materially breach this agreement, the non-breaching party shall be indemnified by the breaching party for its reasonable attorneys fees and out-of-pocket costs which in any way relate to, or were precipitated by, the breach of this agreement. The term “out-of-pocket costs”, as used herein, shall not include lost profits. A default by BORROWER which is not cured within 15 days after receiving a written notice of default from LENDER constitutes a material breach of this agreement by BORROWER.
G.
Parties That Are Not Individuals.
If any Party to this agreement is other than an individual (i.e., a corporation, a Limited Liability Company, a Partnership, or a Trust), said Party, and the individual signing on behalf of said Party, hereby represents and warrants that all steps and actions have been taken under the entity’s governing instruments to authorize the entry into this Loan Agreement. Breach of any representation contained in this paragraph is considered a material breach of the Loan Agreement.
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H.
Integration.
This Agreement, including the attachments mentioned in the body as incorporated by reference, sets forth the entire agreement between the Parties with regard to the subject matter hereof. All prior agreements, representations and warranties, express or implied, oral or written, with respect to the subject matter hereof, are superseded by this agreement. This is an integrated agreement.
I.
Severability.
In the event any provision of this Agreement is deemed to be void, invalid, or unenforceable, that provision shall be severed from the remainder of this Agreement so as not to cause the invalidity or unenforceability of the remainder of this Agreement. All remaining provisions of this Agreement shall then continue in full force and effect. If any provision shall be deemed invalid due to its scope or breadth, such provision shall be deemed valid to the extent of the scope and breadth permitted by law.
J.
Modification.
Except as otherwise provided in this document, this agreement may be modified, superseded, or voided only upon the written and signed agreement of the Parties. Further, the physical destruction or loss of this document shall not be construed as a modification or termination of the agreement contained herein.
K.
Exclusive Jurisdiction for Suit in Case of Breach.
The Parties, by entering into this agreement, submit to jurisdiction in State of Wyoming for adjudication of any disputes and/or claims between the Parties under this agreement.
L.
State Law.
This Agreement shall be interpreted under, and governed by, the laws of the State of Wyoming.
IN WITNESS WHEREOF and acknowledging acceptance and agreement of the foregoing, BORROWER and LENDER affix their signatures hereto.
BORROWER:
/s/Dwight Witmer, CEO
LAMY
LENDER:
/s/ Dwight Witmer
Dated: February 1, 2022
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Exhibit 10.7
Subscription Agreement
The undersigned investor (“Investor”), by signing this Agreement, will Purchase the number of shares of stock in L A M Y (“Issuer”) indicated below (the “Shares”), at a purchase price of $0. 01 per share (the “Offering Price”).
To purchase the Shares, please do the following:
¥ Read and understand this Agreement.
¥ If you agree with and agree to be bound by this Agreement, Complete and sigh this Agreement below.
¥ Send a money transfer, check or wire to L A M Y in the amount of the Number of Shares multiplied by the Offering Price.
¥ Give or send the completed and signed Agreement to Issuer.
1. Commitment to Purchase. Investor understands that, once this Agreement is signed by Investor and Issuer, Investor will be irrevocably obligated to purchase the Shares and to pay Issuer the purchase price indicated below.
2. High-Risk Undertaking. Investor understands that Issuer is a high-risk undertaking and that there is no guarantee that Investor will receive back Investor’s investment in the Shares or any return on such investment.
3. Ability to Withstand Loss. Investor represents to Issuer that Investor is Able to withstand the complete loss of Investor`s investment in the Shares without undue financial hardship or significant change in Investor`s present or planed lifestyles due to financial hardship.
4. Sufficient Information. Investor represents to Issuer that Investor understands Issuer`s business plans, business history, competitive position and capital structure, and that all Investor`s questions concerning these matters have been answered to Investor`s satisfaction.
5. Ability to Assess Investment. Investor represents to Issuer that Investor together with any necessary assistance from persons not affiliated with Issuer, has the ability to understand and assess the risk involved in an investment in Issuer.
6. Issuer's Right to Refuse. Investor understands that Issuer, until it signs this Agreement below, has the right to refuse Investor's purchase of the Shares if Issuer reasonably determines that an investment in Issuer would not be suitable for Investor.
7. Any Other Representations Superseded. Any representations or promises made by any person that contradict the provisions of this Agreement
have not been authorized by Issuer and cannot be relied upon by Investor.
IN WITNESS WHEREOF, the parties have executed this Agreement by their signature or the signature of their duly authorized representatives below.
| ISSUER: | INVESTOR: |
| Number of Shares subscribed | |
| Printed name: _________________ | for: _________________ |
| Title: _________________ | |
| Signed: _________________ | |
| Total Subscription Price: | |
| $_________________ | |
| Investor Name: _________________ | |
| Signature: _________________ |
Dated: _________________
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation in this Registration Statement on Form S-1 of our report dated July 27, 2022 relating to the financial statements of LAMY as of May 31, 2022 and to all references to our firm included in this Registration Statement.
Certified Public Accountants
Lakewood, CO
July 27, 2022
Exhibit 99.1
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
| TO: | L A M Y (the “Company”) |
| 201 Allen St № 10104 New York 10002 |
Purchase of Shares
1. Subscription
1.1 The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase 5,000,000 shares (the “Shares”) at a price of US$0.0001 per Share (such subscription and agreement to purchase being the “Subscription”), for an aggregate purchase price of US$500 (the “Subscription Proceeds”), which is tendered herewith, on the basis of the representations and warranties and subject to the terms and conditions set forth herein.
1.2 Each Share will consist of one common share in the capital of the Company (each, a “Share”). The Shares are referred to herein as the “Securities”.
1.3 The Company hereby irrevocably agrees to sell, on the basis of the representations and warranties and subject to the terms and conditions set forth herein, to the Subscriber the Shares. Subject to the terms hereof, the Subscription will be effective upon its acceptance by the Company.
1.4 Unless otherwise provided, all dollar amounts referred to in this Subscription Agreement are in lawful money of the United States of America.
2. Payment
2.1 The Subscription Proceeds must accompany this Subscription, either in the form of (a) a personal check payable or bank draft payable to the Company’s counsel for the benefit of the Company or (b) a wire transfer directly to the Company’s counsel for the benefit of the Company in accordance with wire instructions to be provided upon request.
2.2 The Subscriber acknowledges and agrees that this Subscription Agreement, the Subscription Proceeds and any other documents delivered in connection herewith may be held by the Company's lawyers on behalf of the Company. In the event that this Subscription Agreement is not accepted by the Company for whatever reason at its sole discretion within 30 days of the delivery of an executed Subscription Agreement by the Subscriber, this Subscription Agreement, the Subscription Proceeds and any other documents delivered in connection herewith will be returned to the Subscriber at the address of the Subscriber as set forth in this Subscription Agreement.
2.3 Where the Subscription Proceeds are paid to the Company, the Company is entitled to treat such Subscription Proceeds as an interest free loan to the Company until such time as the Subscription is accepted and the certificates representing the Shares have been issued to the Subscriber.
3. Documents Required from Subscriber
3.1 The Subscriber must complete, sign and return to the Company two (2) executed copies of this Subscription Agreement.
3.2 The Subscriber shall complete, sign and return to the Company as soon as possible, on request by the Company, any documents, questionnaires, notices and undertakings as may be required by regulatory authorities, the OTC Bulletin Board, stock exchanges and applicable law.
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4. Closing
4.1 Closing of the offering of the Shares (the “Closing”) shall occur on or before February 1, 2022, or on such other date as may be determined by the Company (the “Closing Date”). The Company may, at its discretion, elect to close the Offering in one or more closings, in which event the Company may agree with one or more subscribers (including the Subscriber hereunder) to complete delivery of the Shares to such subscriber(s) against payment therefor at any time on or prior to the Closing Date.
5. Acknowledgements of Subscriber
5.1 The Subscriber acknowledges and agrees that:
| (a) |
none of the Securities have been registered under the 1933 Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons (as defined herein), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state securities laws; |
| (b) |
the Company has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act or any other securities legislation; |
| (c) |
the Subscriber has received and carefully read this Subscription Agreement; |
| (d) |
the decision to execute this Subscription Agreement and purchase the Securities agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based entirely upon a review of any information which has been provided to the Subscriber, the Subscriber's attorney and/or advisor(s), by the Company; |
| (e) |
there are risks associated with an investment in the Securities and the Subscriber is aware of such risks and the Subscriber and the Subscriber's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the sale of the Securities hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense; |
| (f) | ||
| the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business and that all documents, records and books in connection with the sale of the Securities hereunder have been made available for inspection by the Subscriber, the Subscriber's attorney and/or advisor(s); | ||
(g) | ||
| all of the information which the Subscriber has provided to the Company is correct and complete as of the date the Subscription Agreement is signed, and if there should be any change in such information prior to this Subscription Agreement being executed by the Company, the Subscriber will immediately provide the Company with such information; | ||
| (h) | ||
the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement; |
| 2 |
| (i) | ||
| the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein, or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith; |
| (j) | ||
| the issuance and sale of the Securities to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company; |
| (k) | ||
| the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with: |
| i. | ||
| any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and |
| ii. | ||
| applicable resale restrictions; |
| (l) | ||
| none of the Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of the Company on the OTC Bulletin Board; |
| (m) | ||
| neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities or has reviewed any documents in connection with the sale of the Securities hereunder; |
| (n) | ||
| the Company will refuse to register the transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in each case in accordance with applicable state securities laws; |
| (o) | ||
| there is no government or other insurance covering any of the Securities; |
| (p) | ||
| the statutory and regulatory basis for the exemption claimed for the offer and sale of the Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act; and |
| 3 |
| (q) | ||
| this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and agrees that the Company reserves the right to reject any Subscription for any reason whatsoever. |
6. Representations, Warranties and Covenants of the Subscriber
6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
| (a) | ||
| the sale of the Securities to the Subscriber as contemplated by the delivery of this Subscription Agreement, the acceptance of it by the Company and the issuance of the Securities to the Subscriber complies with all applicable laws of the Subscriber’s jurisdiction of residence or domicile and will not cause the Company to become subject to or comply with any disclosure, prospectus or reporting requirements under any such applicable laws; |
| (b) | ||
| the Subscriber: |
| i. | ||
| is knowledgeable of, or has been independently advised as to, the applicable securities laws of the securities regulators in the U. S. which would apply to the acquisition of the Securities; |
| ii. | ||
| the Subscriber is purchasing the Securities pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, the Subscriber is permitted to purchase the Securities under the applicable securities laws of the securities regulators in the U. S.; |
| iii. | ||
| he purchase of the Securities by the Subscriber assumes that: |
| (a) | ||
| the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment; |
| (b) | ||
| the Subscriber has received and carefully read this Subscription Agreement; |
| (c) | ||
| the Subscriber has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Subscriber's decision to invest in the Securities and the Company; |
| (d) | ||
| the Subscriber has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company; |
| 4 |
| (e) | ||
| the Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this Subscription Agreement, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, it shall promptly notify the Company; |
| (f) | ||
| the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber; |
| (g) | ||
| the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound; |
| (h) | ||
| the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber; |
| (i) | ||
| the Subscriber understands and agrees that none of the Securities have been registered under the 1933 Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act; |
| (j) | ||
| the Subscriber understands and agrees that the Company will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act; |
| (k) | ||
| the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and |
7. Representations and Warranties will be Relied Upon by the Company
7.1 The Subscriber acknowledges that the representations and warranties contained herein are made by it with the intention that such representations and warranties may be relied upon by the Company and its legal counsel in determining the Subscriber's eligibility to purchase the Securities under applicable securities legislation, or (if applicable) the eligibility of others on whose behalf it is contracting hereunder to purchase the Securities under applicable securities legislation. The Subscriber further agrees that by accepting delivery of the certificates representing the Securities on the Closing Date, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber on the Closing Date and that they will survive the purchase by the Subscriber of Securities and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Securities.
| 5 |
8. Resale Restrictions
8.1 The Subscriber acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation applicable to each Subscriber or proposed transferee. The Subscriber acknowledges that the Securities have not yet been registered under the 1933 Act of the securities laws of any state of the United States. The Securities may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.
9. Acknowledgement and Waiver
9.1 The Subscriber has acknowledged that the decision to purchase the Securities was solely made on the basis of available information. The Subscriber hereby waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages to which the Subscriber might be entitled in connection with the distribution of any of the Securities.
9.2 The Subscriber hereby acknowledges and agrees to the Company making a notation on its records or giving instructions to the registrar and transfer agent of the Company in order to implement the restrictions on transfer set forth and described in this Subscription Agreement.
10. Collection of Personal Information
10.1 The Subscriber acknowledges and consents to the fact that the Company is collecting the Subscriber’s personal information for the purpose of fulfilling this Subscription Agreement and completing the Subscription. The Subscriber's personal information (and, if applicable, the personal information of those on whose behalf the Subscriber is contracting hereunder) may be disclosed by the Company to (a) stock exchanges or securities regulatory authorities, (b) the Company's registrar and transfer agent and (c) any of the other parties involved in the Offering, including legal counsel, and may be included in record books in connection with the Offering. By executing this Subscription Agreement, the Subscriber is deemed to be consenting to the foregoing collection, use and disclosure of the Subscriber's personal information (and, if applicable, the personal information of those on whose behalf the Subscriber is contracting hereunder) and to the retention of such personal information for as long as permitted or required by law or business practice. Notwithstanding that the Subscriber may be purchasing Securities as agent on behalf of an undisclosed principal, the Subscriber agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by the Company in order to comply with the foregoing.
11. Governing Law
11.1 This Subscription Agreement is governed by the laws of the State of Wyoming and the federal laws applicable therein.
12. Survival
12.1 This Subscription Agreement, including without limitation the representations, warranties and covenants contained herein, shall survive and continue in full force and effect and be binding upon the parties hereto notwithstanding the completion of the purchase of the Securities by the Subscriber pursuant hereto.
13. Severability
13.1The invalidity or unenforceability of any particular provision of this Subscription Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Subscription Agreement.
14. Entire Agreement
14.1 Except as expressly provided in this Subscription Agreement and in the agreements, instruments and other documents contemplated or provided for herein, this Subscription Agreement contains the entire agreement between the parties with respect to the sale of the Shares and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute or common law, by the Company or by anyone else.
| 6 |
15. Counterparts
15.1 This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument.
IN WITNESS WHEREOF the Subscriber has duly executed this Subscription Agreement as of the date of acceptance by the Company.
DELIVERY AND REGISTRATION INSTRUCTIONS
Delivery - please deliver the Share certificates to:
Mr. Dwight Witmer
10 Sextons Place, Bardsley Lane
London SE10 9RQ, U.K.
The undersigned hereby acknowledges that he or she will deliver to the Company all such additional completed forms in respect of the Subscriber’s purchase of the Securities as may be required for filing with the appropriate securities commissions and regulatory authorities.
Mr. Dwight Witmer
/s/ Dwight Witmer
10 Sextons Place, Bardsley Lane
London SE10 9RQ
United Kingdom
ACCEPTANCE
The above-mentioned Subscription Agreement in respect of the Shares is hereby accepted by LAMY.
DATED at London the 1st day of February 2022.
L A M Y
Per: /s/ D. Witmer
Authorized Signatory
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