LMMY 10-K
Exousia Bio, Inc. (LMMY)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the fiscal year ended
For the transition period from ___________ to ___________
Commission File No.
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification Number) |
| 8200 | ||
| (Address of principal executive offices) | (Primary Standard Industrial Classification Code Number) |
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| N/A | N/A |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Indicate by check mark whether the registrant has
submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of
this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| 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.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☒
If securities are registered pursuant to Section 12(b)
of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of
an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Act) Yes ☐
The aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and
asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter
was $
As of October 17, 2025, the registrant had shares of common stock issued and outstanding.
TABLE OF CONTENTS
| i |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (this “Annual Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. The statements contained in this report that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this report may include, for example, statements about:
| · | our ability to select an appropriate target business or businesses; | |
| · | our ability to complete our initial business combination; | |
| · | our expectations around the performance of the prospective target business or businesses; | |
| · | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; | |
| · | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements; | |
| · | our potential ability to obtain additional financing to complete our initial business combination; | |
| · | our pool of prospective target businesses in the life sciences industry; | |
| · | the ability of our officers and directors to generate a number of potential acquisition opportunities; | |
| · | our public securities’ potential liquidity and trading; | |
| · | the lack of a market for our securities; | |
| · | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; | |
| · | the trust account not being subject to claims of third parties; or | |
| · | our financial performance following our initial public offering. |
The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
| ii |
PART I
Item 1. Business
Recent Change in Control
Effective December 6, 2024, there occurred a change in control of the Company. On such date, pursuant to two separate stock purchase agreements (the “Change-in-Control Agreements”), Zhang Shengwu acquired a total of 5,250,000 shares of the Company’s common stock (the “Acquired Shares”), 5,000,000 of the Acquired Shares from Dwight Witmer and 250,000 of the Acquired Shares from Stephen Townsend. The Acquired Shares represent approximately 67.51% of the outstanding shares of the Company’s common stock and constitute voting control of the Company.
The total consideration paid by Mr. Shengwu for the Acquired Shares was $335,910 in cash, $318,410 to Mr. Witmer and $17,500 to Mr. Townsend.
In conjunction with the Change-in-Control Agreements, on December 6, 2024, Dwight Witmer resigned as a Director, CEO, CFO and Secretary of the Company, Stephen Townsend resigned as a Director and COO of the Company and Zhang Shengwu was appointed as the Sole Director, President, Chief Executive Officer and Secretary of the Company.
Background
The Company was incorporated in Wyoming in January of 2022.
The Company’s Registration Statement on Form S-1 was declared effective by the Securities and Exchange Commission on February 13, 2023. This was followed by our initial offering of shares of the Company’s common stock. The initial offering concluded in May of 2023.
Business Strategies
We are a startup developing a business taping the eLearning market and the gaming market by teaching financial knowledge and resource management to children. The product is to be delivered through an educational platform and, in particular, a video game marketed as twoplus1® which for a competitive subscription fee will provide an immersive learning experience in finance and real estate. The game will a number of revenue-generating features deployed in the game, including a possibility to trade virtual property from which LAMY intends to generate monetary commissions.
Our business has not suffered any bankruptcy, receivership or similar proceeding at any time. There have not been any material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets in or out of the ordinary course of business.
The business model of our Company is deploying new technologies and trying to use innovations to reduce costs, gain competitive advantages to significantly affect the overcoming the inertia of developing economies. The relatively small costs for starting our business, ease of launching and being “closer” to the client than larger companies lower the barrier to creating and penetrating into the already narrow niche of numerous competitors in our target markets.
We are not in need for any government approval of principal products or services we provide.
Intellectual Properties
We have trademark protected of twoplus1® brand in the United Kingdom and are in the process of doing the same in other key regions.
| 1 |
Item 1A. Risk Factors
Not applicable to smaller reporting companies.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
We use, store and process data
for and about our customers, employees, partners and suppliers.
Cyber Risk Management and Strategy
Further, we intend to put processes in place that would evaluate potential risks from cybersecurity threats associated with our use of third-party service providers that would have access to our data, including a review process for such providers’ cybersecurity practices, risk assessments, contractual requirement and system monitoring.
Part of our intended program would be ongoing evaluation and enhancement of our systems, controls and processes where possible, including in response to actual or perceived threats specific to us or experienced by other companies.
Item 2. Description of Property
Our executive offices, which we lease, are located at 201 Allen Street Unit 10104 New York, New York 10002. This office will satisfy our needs for the foreseeable future.
| 2 |
Item 3. Legal Proceedings
We are not subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us or any of our officers or directors.
Item 4. Mine Safety Disclosures
None.
| 3 |
PART II
Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
The trading symbol for our common stock is “LMMY.” Our common stock trades on the OTCID platform of OTC Markets. Since our common stock began trading in October 2024, the closing sales prices have ranged from a low of $0.085 to a high of $10.00, with sporadic trading.
Registered Holders of our Common Stock
As of October 16, 2025, there were approximately 30 record owners of our common stock.
Dividends
We have never declared or paid cash dividends on its common stock, nor do we anticipate paying cash dividends in the foreseeable future.
Recent Sales of Unregistered Securities
During the three months ended May 31, 2025, we had no sales of unregistered shares.
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
We are a development-stage corporation with limited operations and limited revenues from our business operations. Our independent auditor has issued a going-concern opinion. This means that our independent auditor believes there is substantial doubt that we can continue as an on-going business for the next twelve months. We do not anticipate that we will generate significant revenues, until we have obtained sufficient funds to initiate a marketing program, of which there is no assurance.
Recent Change in Control
Effective December 6, 2024, there occurred a change in control of the Company On such date, pursuant to two separate stock purchase agreements (the Change-in-Control Agreements), Zhang Shengwu acquired a total of 5,250,000 shares of the Company’s common stock (the Acquired Shares), 5,000,000 of the Acquired Shares from Dwight Witmer and 250,000 of the Acquired Shares from Stephen Townsend. The Acquired Shares represent approximately 67.51% of the outstanding shares of the Company’s common stock and constitute voting control of the Company.
The total consideration paid by Mr. Shengwu for the Acquired Shares was $335,910 in cash, $318,410 to Mr. Witmer and $17,500 to Mr. Townsend.
In conjunction with the Change-in-Control Agreements, on December 6, 2024, Dwight Witmer resigned as a Director, CEO, CFO and Secretary of the Company, Stephen Townsend resigned as a Director and COO of the Company and Zhang Shengwu was appointed as the Sole Director, President, Chief Executive Officer and Secretary of the Company.
No change in the Company’s business plan occurred, as a result of this change in control.
| 4 |
Results of Operations
Fiscal Year Ended May 31, 2025, Compared to Fiscal Year Ended May 31, 2024. During the fiscal year ended May 31, 2025, we generated $3,750 in revenues; during the fiscal year ended May 31, 2024, we generated $11,500 in revenues. Our net income for the fiscal year ended May 31, 2025, was $51,395 compared to a net loss of $25,807 for the fiscal year ended May 31, 2024.
Operating expenses incurred were $31,843 during the fiscal year ended May 31, 2025, compared to $28,076 in operating expenses during the fiscal year ended May 31, 2024.
Unless and until we obtain additional capital or our operations begin to generate significant revenues, of which there is no assurance, we expect that our operating expenses will remain at current levels.
Liquidity and Capital Resources
At May 31, 2025. As of May 31, 2025, we had cash of $-0- and no working capital, compared to cash of $1,028 and a working capital deficit of $1,205 as of May 31, 2024.
Cash Flows
Cash Flows from Operating Activities. We have not generated positive cash flows from operating activities. For the fiscal year ended May 31, 2025, net cash flows used in operating activities was $4,528. For the fiscal year ended May 31, 2024, net cash flows used in operating activities was $12,484.
Cash Flows from Investing Activities. For the fiscal years ended May 31, 2025 and 2024, net cash flows provided by investing activities was $-0- and $-0-, respectively.
Cash Flows from Financing Activities. We have financed our operations primarily either from advances from our former sole executive officer or from third parties. For the fiscal year ended May 31, 2025, net cash provided by financing activities was $3,500. For the fiscal year ended May 31, 2024, net cash from financing activities was $5,657.
Off-Balance Sheet Arrangements
We currently have no off-balance sheet arrangements.
Going Concern
Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. Our report from our independent registered public accounting firm for the fiscal year ended January 31, 2025, includes an explanatory paragraph stating our company has recurring losses and limited operations which raise substantial doubt about its ability to continue as a going concern. If our company is unable to obtain adequate capital, we may be required to reduce the scope, delay, or eliminate some or all of its planned operations. These factors, among others, raise substantial doubt about our company’s ability to continue as a going concern.
| 5 |
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.
Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.
Recent Accounting Pronouncements
Recent accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”), (including its EITF, the AICPA and the SEC), did not or are not believed by management to have a material effect on our company’s present or future financial statements.
Going Concern
The Company’s independent auditors’ reports accompanying our May 31, 2025 and 2024, financial statements contain an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Not applicable to smaller reporting companies.
Item 8. Financial Statements and Supplementary Data
Please see our Financial Statements required by this Item, together with the report thereon of the Independent Registered Public Accounting Firm, beginning on page F-1 of this Annual Report.
Item 9. Changes in and disagreements with Accountants on Accounting and Financial Disclosure
On June 11, 2024, the Board of Directors of LAMY approved the engagement of Boladale Lawal & Co (‘BLC’) as the Company’s independent registered public accounting firm for the fiscal year ended May 31, 2024, effective immediately, and dismissed Bush and Associates CPA (‘’Bush”), as the Company’s independent registered public accounting firm.
Bush and Associates CPA never issued an audit opinion on our financial statements, and during the course of their engagement there were no disagreements with Bush and Associates CPA on any matters of accounting principles or practices, financial statement disclosure or auditing scope and procedures which, if not resolved to the satisfaction of With, would have caused Bush and Associates CPA to make reference to the matter in their audit opinion, if issued.
| 6 |
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Our management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management’s control objectives.
Our management, with the participation of our Chief Executive Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Report. Based upon this evaluation, our Chief Executive Officer concluded that our disclosure controls and procedures were not effective because of the identification of a material weakness in our internal control over financial reporting which is described below.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Rule 13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with U.S. GAAP.
Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP and our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of our internal control over financial reporting as of May 31, 2025. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Tread way Commission (“COSO”) in Internal Control-Integrated Framework (2013). Based on this evaluation, management concluded that that our internal control over financial reporting was not effective as of May 31, 2025. Our Chief Executive Officer concluded we have a material weakness due to lack of segregation of duties, a limited corporate governance structure, and a lack of a formal management review process over preparation of financial information. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
| 7 |
Our size has prevented us from being able to employ sufficient resources to enable us to have an adequate level of supervision and segregation of duties within our system of internal control. Therefore, while there are some compensating controls in place, it is difficult to ensure effective segregation of accounting and financial reporting duties. Management reported the following material weaknesses:
| · | Lack of segregation of duties in certain accounting and financial reporting processes including the initiation, processing, recording and approval of disbursements; | |
| · | Our corporate governance responsibilities are performed by the Board of Directors, none of whom are independent under applicable standards; we do not have an audit committee or compensation committee. Our Board of Directors acts primarily by written consent without meetings which results in several of our corporate governance functions not being performed concurrent (or timely) with the underlying transactions, including evaluation of the application of accounting principles and disclosures. | |
| · | Certain reports that we prepare, and accounting and reporting conclusions reached in connection with the financial statement preparation process are not subjected to a formal review process that includes multiple levels of review and are not submitted timely to the Board of Directors for review or approval; and |
While we strive to segregate duties as much as practicable, there is an insufficient volume of transactions at this point in time to justify additional full-time staff. We believe that this is typical in many development stage companies. We may not be able to fully remediate the material weakness until we commence operations at which time, we would expect to hire more staff. We will continue to monitor and assess the costs and benefits of additional staffing.
This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the SEC rules that permit us to provide only management’s report in this Annual Report.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended May 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
During the year ended May 31,
2025,
Item 9C. Disclosures Regarding Foreign Jurisdictions that Prevent Inspections
Not Applicable.
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PART III
Item 10. Directors, Executive Officers, Promoters and Corporate Governance
Directors of the Company are elected by the shareholders to a term of 1 (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 serves until a successor is duly appointed and qualified, or until he or she is removed from office.
Information concerning our sole executive officer and director is set forth below.
|
Name and Address of Executive Officer and/or Director |
Age | Position | ||
| Shengwu Zhang | 32 | President, Chief Executive Officer, Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer, Secretary, Treasurer and Sole Director |
Shengwu Zhang has held his positions since December 6, 2025, and is expected to hold them until the next annual meeting of our stockholders. Jiang Jian is currently the Sole officer and Director and control person of Rapid Line Inc.
Certain information regarding the background of Shengwu Zhang is set forth below.
Shengwu Zhang, has, since February 2020, served as CEO of Shanghai Jiuye Technology Group Co., Ltd., a China-based technology company. From February 2014 through February 2020, Mr. Zhang served as Director of Operations for Dalian Damao Surveying and Mapping Service Co., Ltd., a China-based surveying and mapping company. Until such time as the Company’s level of operations increases, Mr. Zhang will devote not less than 20 hours per week on the business of the Company.
Committees of the Board
Our company currently does not have nominating, compensation or audit committees or committees performing similar functions, nor does our Company have a written nominating, compensation or audit committee charter. Our director believes that it is not necessary to have such committees, at this time, because the functions of such committees can be adequately performed by the sole director.
Our company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors. The sole director believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the sole director and we do not have any specific process or procedure for evaluating such nominees. The sole director, will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.
A shareholder who wishes to communicate with our sole director may do so by directing a written request addressed to our sole director and officer, at the address appearing on the first page of this Annual Report.
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Corporate Governance
We promote accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission (the SEC) and in other public communications made by our company and strives to be compliant with applicable governmental laws, rules and regulations. We have not, however, formally adopted a written code of business conduct and ethics that governs our employees, officers and directors, as our company is not required to do so.
In lieu of an Audit Committee, our sole director is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of our company’s financial statements and other services provided by our company’s independent public accountants. The sole director reviews our company's internal accounting controls, practices and policies.
Insider Trading Policy
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires our company’s officers and directors, and persons who own more than ten percent (10%) of a registered class of our company’s equity securities to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.
Based solely on our review of certain reports filed with the SEC pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, the reports required to be filed with respect to transactions in our common stock during the fiscal year ended May 31, 2025, were not timely.
Code of Business Conduct
We have not adopted a Code of Business Conduct within the meaning of Item 406(b) of Regulation S-K.
Board Committees
We do not have any Board Committees.
Code of Ethics
We have not yet adopted a code of ethics for our company.
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Item 11. Executive Compensation
The following tables set forth certain information about compensation paid, earned, or accrued for services by our executive officers (collectively, the “Named Executive Officer”) for the years ended May 31, 2024 and 2025:
Summary Compensation Table
Name and Principal Position |
Year Ended 5/31 |
Salary ($) |
Bonus ($) |
Stock Awards ($) |
Option Awards ($) |
Non-Equity Incentive Plan Compensation ($) |
Nonqualified Deferred Compensation ($) |
All Other Compensation ($) |
Total ($) | |||||||||
Dwight Witmer Former President, CEO and CFO |
2025 2024 |
-1- -1- |
-0- -0- |
-0- -0- |
-0- -0- |
-0- -0- |
-0- -0- |
-0- -0- |
-1- -1- | |||||||||
| Stephen Townsend Former EVC |
2025 2024 |
-0- -0- |
-0- -0- |
2,500 -0- |
-0- -0- |
-0- -0- |
-0- -0- |
-0- -0- |
-0- -0- | |||||||||
Shengwu Zhang(1) CEO & CFO |
2025 2024 |
-0- -0- |
-0- -0- |
-0- -0- |
-0- -0- |
-0- -0- |
-0- -0- |
-0- -0- |
-0- -0- |
(1) Mr. Zhang did not become an officer of our company until December 6, 2024.
We have not entered into an employment agreement with Shengwu Zhang, the Company’s sole officer and director.
Outstanding Equity Awards
The table below reflects all outstanding equity awards made to each Named Executive Officer that were outstanding at May 31, 2025.
| Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable |
Option Exercise Price ($) |
Option Expiration Date | |||||||||||||||
| Shengwu Zhang | – | – | – | – | – | |||||||||||||||
Change of Control Agreement
As of the date of this Annual Report, we had no pension plans or compensatory plans or other arrangements that provide compensation in the event of a termination of employment or a change in our control.
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table provides certain information regarding the ownership of our common stock, as of May 31, 2024 and as of the date of the filing of this annual report by:
| · | each of our executive officers; | |
| · | each director; | |
| · | each person known to us to own more than 5% of our outstanding common stock; and | |
| · | all of our executive officers and directors and as a group. |
| Title of Class |
Name and Address of Beneficial Owner |
Amount and Nature of Beneficial Ownership |
Percentage(1) | |||
| Common Stock | Shengwu Zhang | 5,250,000 shares of common stock | 67.51% | |||
| 201 Allen St. | ||||||
| Unit 10104 | ||||||
| New York, NY 10002 |
| (1) | Based on 7,777,000 shares of common stock issued and outstanding as of the date of this Annual Report. |
Item 13. Certain Relationships and Related Transactions, and Director Independence
As of May 31, 2024, the Company had accumulated advances from its former CEO Dwight Witmer in the amount of $12,958. Effective December 6, 2024, Mr. Witmer forgave all indebted owed to him.
Item 14. Principal Accountant Fees and Services
The aggregate fees billed for the most recently completed fiscal year ended May 31, 2025 and 2024, for professional services rendered by the principal accountants for the audits & assurance services were as follows:
| Year Ended | ||||||||
| May 31, 2025 | May 31, 2024 | |||||||
| Audit Fees | $ | 6,000 | $ | 3,000 | ||||
| Audit Related Fees | – | – | ||||||
| Tax Fees | – | – | ||||||
| All Other Fees | – | – | ||||||
| Total | $ | 6,000 | $ | 3,000 | ||||
Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors before the respective services were rendered.
Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
Financial Statements
Please see the index to the Company’s Financial Statements, beginning on page F-1 of this Annual Report.
Exhibits
The following documents (unless otherwise indicated) are filed herewith and made part of this registration statement.
| 31.1 # | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002 |
| 32.1 # | Certification of the Company’s Principal Executive Officer and Principal Financial Officer to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 101. INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) |
| 101. SCH | Inline XBRL Taxonomy Extension Schema Document |
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Item 16. Form 10-K Summary
None.
| 13 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on October 17, 2025.
| LAMY | ||
| By: | /s/ Shengwu Zhang | |
| Shengwu Zhang | ||
| Chief Executive Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on October 17, 2025.
| Signature | Title | |
| /s/ Shengwu Zhang |
Chief Executive Officer (Principal Executive Officer), President, Chief Financial Officer, Principal Financial Officer | |
| Shengwu Zhang | and Principal Accounting Officer, Secretary and Sole Director | |
| 14 |
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of
LAMY
Opinion on the Financial Statements
We have audited the accompanying balance sheets of LAMY. (the ‘Company’) as of May 31, 2025 and 2024, and the related statements of operations, changes in stockholders’ (deficit) and cash flows for each of the two years in the period ended May 31, 2025 and 2024, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended May 31, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, the Company suffered an accumulated deficit of $(31,770), These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regards to these matters are also described in Note 2 to the financial statements. These 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits 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 audits 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 audits 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 audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. Communication of critical audit matters does not alter in any way our opinion on the financial statements taken as a whole and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.
Going Concern Uncertainty – See also Going Concern Uncertainty explanatory paragraph above
As described in Note 2 to the financial statements, the Company has accumulated losses from inception (January 31, 2022) to May 31, 2025 of $(31,770) and the Company has not yet established an ongoing source of revenue sufficient to cover its operating costs, also all the assets of the company was written off during the year ended. 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.
| 15 |
The procedures performed to address the matter included:
| 1. | We inquired of executive officers, and key members of management, of the Company regarding factors that would have an impact on the Company’s ability to continue as a going concern. | |
| 2. | We performed testing procedures such as analytical procedures to identify conditions and events that indicate that there could be substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. | |
| 3. | We reviewed and evaluated management plan for dealing with adverse effects of these conditions and events | |
|
4. |
We assessed the possibility of raising additional debt or credit, | |
| 5. | We obtained and reviewed the impairment assessment memo | |
| 6. | We evaluated the completeness and accuracy of disclosures in the consolidated financial statements. |
/S/ Boladale Lawal
(Chartered Accountants)
(PCAOB ID
We have served as the Company’s auditor since 2024.
October 16, 2025
| F-1 |
|
LAMY BALANCE SHEETS |
| MAY 31, 2025 | MAY 31, 2024 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash & cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Interest receivable | ||||||||
| Total current assets | ||||||||
| Non-Current assets | ||||||||
| Intangibles (net) | ||||||||
| Equipment (net) | ||||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accrued expenses | $ | $ | ||||||
| Advances from related parties | ||||||||
| Total current liabilities | ||||||||
| Non-Current Liabilities | ||||||||
| Loans from related parties | ||||||||
| Note payable – related party | ||||||||
| Note payable – others | ||||||||
| Accrued Interest | ||||||||
| Total non-current liabilities | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Equity (Deficit) | ||||||||
| Common stock, $ par value, shares authorized; shares issued and outstanding as of May 31, 2025 & 2024 | ||||||||
| Additional Paid-In-Capital | ||||||||
| Accumulated Deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ equity (deficit) | ( | ) | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| F-2 |
|
LAMY STATEMENT OF OPERATIONS |
| YEAR ENDED MAY 31, 2025 | YEAR ENDED MAY 31, 2024 | |||||||
| Revenue | $ | $ | ||||||
| Cost of revenue | ||||||||
| Gross Profit / (loss) | ( | ) | ||||||
| Operating Expenses | ||||||||
| Impairment Expenses | ||||||||
| General and administrative expenses | ||||||||
| Total Operating expenses | ||||||||
| Other Income | ||||||||
| Income (Loss) before provision for income taxes | ( | ) | ||||||
| Provision for income taxes | ||||||||
| Net income / (loss) | $ | $ | ( | ) | ||||
| Income (loss) per common share: Basic and diluted | $ | ) | $ | ) | ||||
| Weighted Average Number of Common Shares Outstanding: Basic and diluted | ||||||||
The accompanying notes are an integral part of these financial statements.
| F-3 |
|
LAMY STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE YEAR ENDED MAY 31, 2025 AND MAY 31, 2023 |
| Number of Common Shares | Amount ($) | Additional Paid-In-Capital ($) | Accumulated Deficit ($) | Total ($) | ||||||||||||||||
| Balances as of May 31, 2023 | ( | ) | ( | ) | ||||||||||||||||
| Net loss for the year | – | ( | ) | ( | ) | |||||||||||||||
| Balances as of May 31, 2024 | ( | ) | ( | ) | ||||||||||||||||
| Balances as of May 31, 2024 | ( | ) | ( | ) | ||||||||||||||||
| Additional Paid-In-Capital | – | |||||||||||||||||||
| Net Income / (loss) for the year | – | |||||||||||||||||||
| Balances as of May 31, 2025 | ( | ) | ||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
| F-4 |
|
LAMY STATEMENT OF CASH FLOWS |
| YEAR ENDED MAY 31, 2025 | YEAR ENDED MAY 31, 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | $ | ( | ) | ||||
| Adjustment as of non-cash items: | ||||||||
| Depreciation | ||||||||
| Amortization | ||||||||
| Impairment expenses | ||||||||
| Changes in operating assets and liabilities | ||||||||
| Changes in other assets | ( | ) | ||||||
| Increase in accounts receivable | ( | ) | ||||||
| Increase in interest receivable | ( | ) | ||||||
| Increase in accrued expenses | ( | ) | ||||||
| Increase in advances from related parties | ( | ) | ||||||
| Net cash provided by (used in) Operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Net cash provided by (used in) Investing activities | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from sale of common stock | ||||||||
| APIC | ||||||||
| Accrued Interest | ||||||||
| Net cash provided by Financing activities | ||||||||
| Increase (decrease) in cash and equivalents | ( | ) | ( | ) | ||||
| Cash and equivalents at beginning of the period | ||||||||
| Cash and equivalents at end of the period | $ | $ | ||||||
| Supplemental cash flow information: | ||||||||
| Cash paid for: | ||||||||
| Interest | $ | $ | ||||||
| Taxes | $ | $ | ||||||
| Non-cash investing and financing activities | ||||||||
| Proceeds of loan from related party in exchange of asset | $ | $ | ||||||
| Proceeds from note payable against acquisition of intangibles | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| F-5 |
|
LAMY NOTES TO THE AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED MAY 31, 2025 |
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. The 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, 2025, 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 revenue 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, 2025 of $
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-6 |
Stock-Based Compensation
As of May 31, 2025, 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, 2025.
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.
| F-7 |
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.
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 –
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
$
The Company depreciates its property using straight-line depreciation over the estimated useful life of 3 years.
From inception (January 31, 2022) through May
31, 2025 the company has recorded a total of $
| F-8 |
NOTE 5 – INTANGIBLE ASSETS
Company acquired intangibles as on May 26, 2022 and
consist of Videogame platform and related property rights of $
From inception (January 31, 2022) through May
31, 2024 the company has recorded a total of $
NOTE 6 – CAPITAL STOCK
The Company has shares of common stock authorized with a par value of $ per share.
In February 2022, the Company issued
shares of its common stock at $0.0001 per share for total proceeds of $
During the year ended May 31, 2023, the Company
issued shares of its common stock at an offering price of $0.01 per share for total proceeds of $
As of May 31, 2024 & 2025 the Company had shares issued and outstanding respectively.
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, 2025 the Company’s sole officer and director contributed additional paid in capital to the Company.
NOTE 8 – NOTE PAYABLE – OTHERS
As of May 26, 2022, Company owes a note payable of
$
NOTE 9 – INCOME TAXES
The reconciliation of income tax benefit at the U.S. statutory rate of 21% for the period ended May 31, 2025 to the company’s effective tax rate is as follows:
| Reconciliation of income taxes | ||||
| Tax benefit at U.S. statutory rate | $ | ( | ) | |
| Change in valuation allowance | ||||
| Income tax expense | $ | |||
| F-9 |
The tax effects of temporary differences that give rise to significant portions of the net deferred tax assets at May 31, 2024 are as follows:
| Schedule of deferred tax assets | ||||
| Deferred tax assets: | ||||
| Net operating loss | $ | ( | ) | |
| Valuation allowance | ||||
| Deferred tax assets | $ | |||
The Company has approximately $
NOTE 10 – CHANGE IN CONTROL
Effective December 6, 2024, there occurred a change in control of the Company On such date, pursuant to two separate stock purchase agreements (the “Change-in-Control Agreements”), Zhang Shengwu acquired a total of 5,250,000 shares of the Company’s common stock (the “Acquired Shares”), 5,000,000 of the Acquired Shares from Dwight Witmer and 250,000 of the Acquired Shares from Stephen Townsend. The Acquired Shares represent approximately 67.51% of the outstanding shares of the Company’s common stock and constitute voting control of the Company.
The total consideration paid
by Mr. Shengwu for the Acquired Shares was $
In conjunction with the Change-in-Control Agreements, on December 6, 2024, Dwight Witmer resigned as a Director, CEO, CFO and Secretary of the Company, Stephen Townsend resigned as a Director and COO of the Company and Zhang Shengwu was appointed as the Sole Director, President, Chief Executive Officer and Secretary of the Company.
NOTE 11 – SUBSEQUENT EVENTS
The Company has evaluated other subsequent events through October 16, 2025, the date these financial statements were issued and has determined that there are no items to disclose.
| F-10 |