Exousia Bio, Inc 10-Q for FY2024 Q2
Exousia Bio, Inc. (LMMY)
About this 10-Q
Exousia Bio, Inc filed this 10-Q on January 16, 2024, covering the quarter ended November 30, 2023 (FY2024 Q2).
Headline figures
Quarter ended November 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $3875
- compared with $0 a year earlier
- Net loss
- $3573
- compared with a net loss of $8407 a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
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) |
8200 (Primary Standard Industrial Classification Number) |
(IRS Employer Identification Number) |
lamy@twoplus1.live
(Address and telephone number of principal executive offices)
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 November 30, 2023, the registrant had shares of common stock issued and outstanding. No market value has been computed based upon the fact that no active trading market has been established as of November 30, 2023.
TABLE OF CONTENTS
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PART I
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
L A M Y
CONDENSED UNAUDITED FINANCIAL STATEMENT
FOR THE QUARTER ENDED NOVEMBER 30, 2023
INDEX TO UNAUDITED FINANCIAL STATEMENTS
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|
L A M Y BALANCE SHEETS
|
| NOVEMBER 30, 2023 (Unaudited) | MAY 31, 2023 (Audited) | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash & cash equivalents | $ | $ | ||||||
| Accounts 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 November 30, 2023 & May 31, 2023 | ||||||||
| 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.
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|
L A M Y STATEMENT OF OPERATIONS (UNAUDITED) |
| THREE MONTHS ENDED NOVEMBER 30, 2023 | THREE MONTHS ENDED NOVEMBER 30, 2022 | SIX MONTHS ENDED NOVEMBER 30, 2023 | SIX MONTHS ENDED NOVEMBER 30, 2022 | |||||||||||||
| 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 financial statements.
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|
L A M Y STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) FOR SIX MONTHS ENDED NOVEMBER 30, 2023 AND 2022 (UNAUDITED) |
| Number of Common Shares | Amount ($) | Additional Paid-In-Capital ($) | Accumulated Deficit ($) | Total ($) | ||||||||||||||||
| Balances as of May 31, 2023 | ( | ) | ( | ) | ||||||||||||||||
| Net loss for six months ended | – | ( | ) | ( | ) | |||||||||||||||
| Balances as of November 30, 2023 | ( | ) | ( | ) | ||||||||||||||||
| Balances as of May 31, 2022 | ( | ) | ( | ) | ||||||||||||||||
| Net loss for six months ended | – | ( | ) | ( | ) | |||||||||||||||
| Balances as of November 30, 2022 | ( | ) | ( | ) | ||||||||||||||||
The accompanying notes are an integral part of these financial statements.
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|
L A M Y STATEMENT OF CASH FLOWS (UNAUDITED) |
| SIX MONTHS ENDED NOVEMBER 30, 2023 | SIX MONTHS ENDED NOVEMBER 30, 2022 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustment as of non-cash items: | ||||||||
| Depreciation | ||||||||
| Amortization | ||||||||
| Changes in operating assets and liabilities | ||||||||
| Increase in accrued accounts 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 | ||||||||
| 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 financial statements.
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|
L A M Y NOTES TO THE UNAUDITED FINANCIAL STATEMENTS FOR THREE MONTHS ENDED NOVEMBER 30, 2023 |
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
November 30, 2023 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 November 30, 2023 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.
Stock-Based Compensation
As of August 31, 2023, 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.
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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 November 30, 2023.
The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash, accounts payable and related party loan payable. Fair values were assumed to approximate carrying values for these financial instruments as either they do not have any active market or are short term in nature and therefore their carrying amounts approximate fair value.
Income Taxes
Income taxes are provided in accordance with ASC No. 740, Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Revenue Recognition
We adopted Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers”, and all related interpretations for recognition of our revenue from tours and services. Previously we recorded revenue based on ASC Topic 605. Adoption of new accounting standard did not have any material impact on our reported revenue.
Revenue is recognized when the following criteria are met:
| · | Identification of the contract, or contracts, with customer; | |
| · | Identification of the performance obligations in the contract; | |
| · | Determination of the transaction price; | |
| · | Allocation of the transaction price to the performance obligations in the contract; and | |
| · | Recognition of revenue when, or as, we satisfy performance obligation. |
The Company has evaluated all the recent accounting pronouncements and determined that there are no other accounting pronouncements that will have a material effect on the Company’s financial statements.
| 9 |
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.
For the quarter ended November 30, 2023 the company
recorded $
NOTE 5 – INTANGIBLE ASSETS
Company acquired intangibles as on May 26, 2022 and consist of Videogame platform and related property rights of $29,000. The Company amortize its intangibles using straight-line depreciation over the estimated useful life of 3 years.
For the quarter ended November 30, 2023 the company
recorded $
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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 November 30, 2023 & 2022, 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 November 30, 2023 the Company’s sole officer and director loaned the Company as follow;
As on February 01, 2022, the Company’s sole officer and director loaned the Company $10,000 as a long-term unsecured loan with 10% simple interest per annum. This loan is payable in three installments as per following agreed schedule:
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,
The interest amount is expected to be at $3,000, due with the final payment thereto.
As of November 30, 2023, interest accrued on this
loan was $
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 is expected to be at $4,530, due with the final payment thereto.
As of November 30, 2023, interest accrued on this
loan was $
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 a single lump sum amount by the end of two-year term
i.e., on October 11, 2024. As of November 30, 2023 interest accrued on this loan was $
| 11 |
As of November 30, 2023, the total principal amount
outstanding to related party under long term liability was $
As of November 30, 2023, aggregate future principal payments to the related party in reference to upcoming fiscal years are as follows:
Future principal payments to related party
| Year ended May 31, 2023 | $ | 0 | ||
| Year ended May 31, 2024 | ||||
| Year ended May 31, 2025 | ||||
| Year ended May 31, 2026 | ||||
| Thereafter | $ |
In addition to the above, as of period ended November
30, 2023, the Company’s sole officer and director advance the Company $
NOTE 8 – NOTE PAYABLE – OTHERS
As of May 26, 2022, Company owes a note payable
of $
As of November 30, 2023, aggregate future principal payments for this debt in reference to upcoming fiscal years are as follows:
Future principal payments to others
| Year ended May 31, 2023 | $ | 0 | ||
| Year ended May 31, 2024 | ||||
| Thereafter | $ |
NOTE 9 - INCOME TAXES
The reconciliation of income tax benefit at the U.S. statutory rate of 21% for the period ended November 30, 2023 to the company’s effective tax rate is as follows:
| Schedule of income tax reconciliation | ||||
| 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 November 30, 2023 are as follows:
| Schedule of deferred income tax | ||||
| Deferred tax assets: | ||||
| Net operating loss | $ | ( | ) | |
| Valuation allowance | ||||
| Deferred tax assets | $ | |||
| 12 |
The Company
has approximately $
NOTE 10 - SUBSEQUENT EVENTS
The Company has evaluated other subsequent events till January 10, 2023, the date these financial statements were issued and has determined that there are no items to disclose.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
FORWARD LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
EMPLOYEES AND EMPLOYMENT AGREEMENTS
At present we have to employees. Beside our officer and director Mr. Witmer, we also have an executive employee Mr. Stephen Townsend. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we intend to adopt such plans in the near future. On top of the employment agreements compensations of these two employees, there are presently no additional personal bonuses available to any officers, directors or employees.
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 & Six Months Ended November 30, 2023 & 2022:
During the three months ended November 30, 2023 & 2022, we have generated $3,875 & $0 in revenues.
During the six months ended November 30, 2023 & 2022, we have generated $3,875 & $0 in revenues.
The company’s operating expenses for the three months ended November 30, 2023 were $7,448 as compared to $8,407 during the three months ended November 30,2022. Operating expenses consist of mainly legal and professional fees, depreciation and amortization expenses & other administrative expenses. Decrease in current period is mainly due to decrease in professional fee.
Net loss for three months ended November 30, 2023 & 2022 was $3,573 & 8,407 respectively.
Net loss for six months ended November 30, 2023 & 2022 was $15,734 & 21,377 respectively.
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Liquidity and Capital Resources
As of November 30, 2023, our total assets were $26,742 consisting of intangibles $14,370, equipment $7,469, accounts receivable $3,875 and cash and cash equivalents of $1,028. As of November 30, 2023, our total liabilities were $71,564. Total current liabilities were $6,214 consisting of advances from related party and accrued expenses. While total non-current liabilities of $65,350 comprises of loan payable to related party $18,100, notes payable to related party $10,000, notes payable to others $29,000 and accrued interest of $8,250.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities.
For six months ended November 30, 2023 & 2022, net cash flows used in operating activities were $ (9,655) and $ (14,027) respectively.
Cash Flows from Investing Activities
As of November 30 31, 2023 & 2022, net cash flows used in investing activities were $0.
Cash Flows from Financing Activities
As of November 30, 2023 & 2022, net cash flows from financing activities were $2,828 and $5,271 as a result of increase in accrued interest and advance from related party in November 30, 2022.
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.
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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.
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 months period covered by this 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
None.
ITEM 6. EXHIBITS
| 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: January 16, 2024
| By: /s/ Dwight Witmer | |
| Dwight Witmer, CEO and Founder |
Dated: January 16, 2024
| By: /s/ Stephen Townsend | |
| Stephen Townsend, COO | |
| 18 |
EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO RULES 13a-14(a) OR 15D-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Dwight Witmer, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q for the period ended November 30, 2023 of L A M Y, Inc. |
| 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(s) 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 subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b) | (Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313); | |
| 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. |
| 5. | The registrant’s other certifying officer(s) 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 the 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. |
| January 16, 2024 | |
| /s/ Dwight Witmer | |
| Dwight Witmer | |
|
Chief Executive Officer (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO RULES 13a-14(a) OR 15D-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Stephen Townsend, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q for the period ended November 30, 2023 of L A M Y, Inc. |
| 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(s) 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 subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b) | (Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313); | |
| 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. |
| 5. | The registrant’s other certifying officer(s) 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 the 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. |
| January 16, 2024 | |
| /s/ Stephen Townsend | |
| Stephen Townsend | |
|
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 L A M Y, Inc. (the “Company”) on Form 10-Q, for the period ended November 30, 2023 as filed with the Securities and Exchange Commission, I, Dwight Witmer, Chief Executive 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. |
| January 16, 2024 | |
| /s/ Dwight Witmer | |
| Dwight Witmer | |
|
Chief Executive Officer (Principal Executive Officer) |
EXHIBIT 32.2
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 L A M Y, Inc. (the “Company”) on Form 10-Q, for the period ended November 30, 2023 as filed with the Securities and Exchange Commission, I, Stephen Townsend, Chief Operations 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. |
| January 16, 2024 | |
| /s/ Stephen Townsend | |
| Stephen Townsend | |
|
Chief Operations Officer (Principal Operations Officer) |