Exousia Bio, Inc 10-Q for FY2025 Q3
Exousia Bio, Inc. (LMMY)
About this 10-Q
Exousia Bio, Inc filed this 10-Q on April 24, 2025, covering the quarter ended February 28, 2025 (FY2025 Q3).
Headline figures
Quarter ended February 28, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $0
- compared with $3875 a year earlier
- Net income
- $61.83K
- compared with a net loss of $4820 a year earlier
- Diluted EPS
- $0.00
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Mark One
For the quarterly period 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) |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
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
is a shell company (as defined in Rule 12b-2 of the Act) Yes ☐
As of April 24, 2025, the registrant had shares of common stock issued and outstanding.
TABLE OF CONTENTS
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
L A M Y
UNAUDITED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED FEBRUARY 28, 2025
INDEX TO UNAUDITED FINANCIAL STATEMENTS
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L A M Y
BALANCE SHEETS
| February 28, 2025 | May 31, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| 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/(DEFICIT) | ||||||||
| 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 February 28, 2025, and May 31, 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 unaudited financial statements.
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L A M Y
STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended February 28, 2025 | Three Months Ended February 29, 2024 | Nine Months Ended February 28, 2025 | Nine Months Ended February 29, 2024 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Gross Profit | $ | $ | $ | $ | ||||||||||||
| Operating 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 unaudited financial statements.
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L A M Y
STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR NINE MONTHS ENDED FEBRUARY 28, 2025 AND 2024 (UNAUDITED)
| Number of Common Shares | Amount ($) | Additional Paid-In-Capital ($) | Accumulated Deficit ($) | Total ($) | ||||||||||||||||
| Balances as of May 31, 2023 | ( | ) | ( | ) | ||||||||||||||||
| Net loss for nine months ended | – | ( | ) | ( | ) | |||||||||||||||
| Balances as of February 29, 2024 | ( | ) | ( | ) | ||||||||||||||||
| Balances as of May 31, 2024 | ( | ) | ( | ) | ||||||||||||||||
| Net income for nine months ended | – | |||||||||||||||||||
| Balances as of February 28, 2025 | ( | ) | ||||||||||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
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L A M Y
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended February 28, 2025 | Nine Months Ended February 29, 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Adjustment as of non-cash items: | ||||||||
| Bad debt written off | ( | ) | ||||||
| Depreciation | ||||||||
| Amortization | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Decrease in accounts receivable | ( | ) | ||||||
| Decrease in accrued expenses | ||||||||
| Decrease 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 | ||||||||
| Proceeds from on note payable – others | ||||||||
| Proceeds from note payable – related party | ||||||||
| 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 unaudited financial statements.
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L A M Y
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
FOR NINE MONTHS ENDED FEBRUARY 28, 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. Since inception, the Company has sought 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®.
Effective December 6, 2024, there occurred a change in control of the Company, whereby our prior management resigned and appointed a new Sole Director and Officer, Zhang Shengwu. See Note 10 – Change in Control.
The Company has adopted May 31 fiscal year end.
NOTE 2 – GOING CONCERN
The Company’s financial statements as of
February 28, 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 February 28, 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.
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Stock-Based Compensation
As of February 28, 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 February 28, 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.
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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.
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.
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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
For the three months ended February 28, 2025,
the Company recorded $
NOTE 5 – INTANGIBLE ASSETS
The Company acquired intangibles as on May 26,
2022, and consist of Videogame platform and related property rights of $
For the three months ended February 28, 2025,
the Company recorded $-
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 February 28, 2025 and February 29, 2024, the Company had shares and 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 February 28, 2025, the Company’s sole officer and director loaned the Company as follows:
On February 1, 2022, the Company’s sole
officer and director loaned the Company $
1st installment: $3,000.00 on or before July 1, 2023,
2nd installment: $3,000.00 on or before July 1, 2024,
3rd installment: $4,000.00 on or before July 1, 2025,
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The interest amount was expected to be at $3,000; due with the final payment thereto.
As on May 25, 2022, $
1st installment: $5,100.00 on or before September 20, 2023,
2nd installment: $5,000.00 on or before September 20, 2024,
3rd installment: $5,000.00 on or before September 20, 2025,
The interest amount was expected to be at $4,530; due with the final payment thereto.
As on October 11, 2022, the Company’s sole officer and director loaned the Company $3,000 as a long-term unsecured loan with interest payable on the unpaid principal at the rate of 3% over the US Federal Reserve Base Rate per annum. This loan is payable in single lump sum amount by the end of two-year term i.e., on October 11, 2024.
Schedule of future principal note payments
| Year ended May 31, 2023 | $ | |||
| Year ended May 31, 2024 | $ | |||
| Year ended May 31, 2025 | $ | |||
| Year ended May 31, 2026 | $ | |||
| Thereafter | $ | |||
In addition to the above, since inception (January
31, 2022) through November 30, the Company’s sole officer and director advance the Company $
On September 1, 2024, the Company’s sole officer and director forgave the Company all debts.
As of February 28, 2025, interest accrued on all
loans was $-
NOTE 8 – NOTE PAYABLE – OTHERS
As of May 26, 2022, the Company owed a note
payable of $
On September 1, 2024, Smarty Pants, LLC transferred the debt to the Company’s sole officer and director personally.
As of February 28, 2025, interest accrued on the
note was $
| 12 |
NOTE 9 – INCOME TAXES
The reconciliation of income tax benefit at the U.S. statutory rate of 21% for the period ended February 28, 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 | $ | |||
The tax effects of temporary differences that give rise to significant portions of the net deferred tax assets at February 28, 2025, 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
NOTE 11 – SUBSEQUENT EVENTS
The Company performed a review of events subsequent to the balance sheet date through the date the financial statements were issued and determined that there were no such events requiring recognition or disclosure in the financial statements.
NOTE 12 – INDEPENDENT INTERIM REVIEW
These accompanying interim financial statements have been reviewed by Boladale Lawal & Co (Chartered Accountants), an independent registered public accounting firm, in accordance with the standards of the Public Company Accounting Oversight Board (United States). Such a review is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board and, accordingly, does not express an opinion on these financial statements.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
We are a development-stage corporation with limited operations and no 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
On December 6, 2024, the Company underwent a change of ownership, whereby, 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 64.29% of the outstanding shares of the Company’s common stock and constitute voting control of the Company. Zhang Shengwu was appointed the Sole Director and Officer of the Company, in connection with such change-in-control transaction.
There was not a change in the business plan of our company associated with the change in control.
Results of Operation
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.
We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
Three Months Ended February 28, 2025, and February 29, 2024. During the three months ended February 28, 2025, we generated $nil (unaudited) in revenue, compared to $3,875 (unaudited) in revenue during the three months ended February 29, 2024.
For the three months ended February 28, 2025, we reported operating expenses of $23,827 (unaudited), all of which was general and administrative expense, and other expense of $1,028 (unaudited), resulting in a net loss of $24,855 (unaudited).
For the three months ended February 29, 2024, we reported operating expenses of $8,695 (unaudited), all of which was general and administrative expense, resulting in a net loss of $4,820 (unaudited).
Nine Months Ended February 28, 2025, and February 29, 2024. During the nine months ended February 28, 2025, we generated $3,750 (unaudited) in revenue, compared to $7,750 (unaudited) in revenue during the nine months ended February 29, 2024.
For the nine months ended February 28, 2025, we reported operating expenses of $35,594 (unaudited), all of which was general and administrative expense, which was offset by other income of $86,739 (unaudited), resulting in a net profit of $54,895 (unaudited).
For the nine months ended February 29, 2024, we reported operating expenses of $28,304 (unaudited), all of which was general and administrative expense, resulting in a net loss of $20,554 (unaudited).
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Liquidity and Capital Resources
As of February 28, 2025, our total assets were $nil (unaudited). As of February 28, 2025, our total liabilities were $nil (unaudited). We require capital with which to pursue our plan of business. There is no assurance that we will obtain any capital.
Cash Flows
Cash Flows from Operating Activities. For the nine months ended February 28, 2025, operating activities provided cash of $52,662 (unaudited), compared to the nine months ended February 29, 2024, when operating activities used $11,070 (unaudited) of cash.
Cash Flows from Investing Activities. For the nine months ended February 28, 2025, investing activities provided cash of $14,489 (unaudited), compared to the nine months ended February 29, 2024, when investing activities provided no cash.
Cash Flows from Financing Activities. For the nine months ended February 28, 2025, financing activities used cash of $68,179 (unaudited), compared to the nine months ended February 29, 2024, when financing activities provided $9,678 (unaudited) of cash.
Plan of Operation and Funding
We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next three months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of assets; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.
Off-Balance Sheet Arrangements
As of the date of this Quarterly Report, we do not have any 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 that are material to investors.
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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.
Critical Accounting Estimates
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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Our principal executive officer and principal financial and accounting officer have reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this Quarterly Report on Form 10-Q and have concluded that the disclosure controls and procedures were effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner.
Changes in Internal Controls over Financial Reporting
There have been no changes in the Company's internal control over financial reporting during the nine month ended February 28, 2025, the period covered by this Quarterly Report, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable to our company.
Item 5. Other Information
(c) Trading Plans
During the three months ended
February 28, 2025, no director or officer of the Company
Item 6. Exhibits
|
Exhibit No. |
Description |
| 31.1 | Certification of the Principal Executive Officer Pursuant to Rule 13A-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2 | Certification of the Principal Financial Officer Pursuant to Rule 13A-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1 | Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 101.INS | XBRL Instances Document |
| 101.SCH | XBRL Taxonomy Extension Schema Document |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
| 17 |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: April 24, 2025
| L A M Y | |
| By: /s/ Zhang Shengwu | |
|
Zhang Shengwu Chief Exeuctive Officer |
| 18 |
EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Zhang Shengwu, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q for the period ended February 28, 2025 of LAMY, a Wyoming corporation (the “registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| April 24, 2025 | |
| /s/ Zhang Shengwu | |
| Zhang Shengwu | |
|
Chief Executive Officer (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Zhang Shengwu, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q for the period ended February 28, 2025 of LAMY, a Wyoming corporation (the “registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| April 24, 2025 | |
| /s/ Zhang Shengwu | |
| Zhang Shengwu | |
|
Chief Financial Officer (Principal Financial Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of LAMY, a Wyoming corporation (the “Company”), on Form 10-Q, for the period ended February 28, 2025, as filed with the Securities and Exchange Commission, I, Zhang Shengwu, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Quarterly Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
| April 24, 2025 | |
| /s/ Zhang Shengwu | |
| Zhang Shengwu | |
|
Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Accounting Officer) |