Business description of L-A-M-Y from last 10-k form

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: 

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. 

PART I
 

Item 1. DESCRIPTION OF BUSINESS

The Company was incorporated in Wyoming in January of 2022. 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 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.

Please use the following link to our registration statement that includes the full discussion of the general development of the business.

To buttress our steady development in March of 2023, L A M Y has brought on board a new executive officer Mr. Stephen Townsend. Mr. Townsend is an officer with extensive experience in the fields of finance and real estate. He now commands our key executive operations. This addition contributed to the start of the production new revenue generating features on our platform .

We have trademark protected of brand in the United Kingdom, and are in the process of doing the same in other key regions.

We are not in need for any government approval of principal products or services we provide.

LAMY’s Registration Statement was declared effective by the Securities and Exchange Commission on February 13, 2023. This was followed by our initial offering of the Company’s stock of shares. The initial offering concluded in May of 2023.

Item 1A. Risk Factors

Not applicable to smaller reporting companies.

Item 2. Description of Property

In the US our executive offices are located at 201 Allen Street Unit 10104 New York, New York 10002. In the United Kingdom at 10 Sextons House, Bardsley Lane, London, SE10 9RQ. Other office spaces are currently being considered for our operations.

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.

Item 5. Market for Common Equity and Related Stockholder Matters

(a) Market Information

 
There was no established public trading market for our S-1 registered common shares during the given reporting period, year ending May 31, 2023.

(b) Holders

As of May 31, 2023, there were approximately 30 holders of record of our shares of Class A common stock, holding the total of 7,777,000 shares.

(c) Dividend Policy

We have never declared or paid any cash dividends on our common stock to date and do not intend to pay cash dividends. We anticipate that we will retain all available funds and any future earnings, if any, for use in the operation of our business and do not anticipate paying cash dividends in the foreseeable future. In addition, future debt instruments may materially restrict our ability to pay dividends on our common stock. Payment of future cash dividends, if any, will be at the discretion of the board of directors after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs, the requirements of then-existing debt instruments and other factors the board of directors deems relevant.

(d) Securities Authorized for Issuance Under Equity Compensation Plans

On March 16, 2023, an amount of 250,000 shares were granted to Mr. Stephen Townsend, in a stock-based payment of $2,500 for his executive services.

(e) Performance Graph

The performance graph has been omitted as permitted under rules applicable to smaller reporting companies.

(f) Recent Sales of Unregistered Securities

There were no recent sales of unregistered shares.

Item 6. [Reserved].

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs.  Our actual results could differ materially from those discussed in the forward-looking statements.   Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

RESULTS OF OPERATIONS

We have incurred recurring losses to date. 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 operations.

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.

FISCAL YEAR ENDED MAY 31, 2023 COMPARED TO FISCAL YEAR ENDED MAY 31, 2022.

Our net loss for the fiscal year ended May 31, 2023 is $ 56,421 compared to a net loss of $ 937 during the fiscal year ended May 31, 2022. During fiscal years ended May 31, 2023 and 2022 the Company has generated no revenue.

During the fiscal year ended May 31, 2023, we incurred legal and professional fees of $33,542, depreciation & amortization expense of $14,700, Interest expense of $5,089 and general and administrative expense of $3,086 compared to legal and professional fees of $393 and depreciation & amortization expense of $211, Interest expense of $333 and general and administrative expense of $0 incurred during fiscal year ended May 31, 2022.
 

LIQUIDITY AND CAPITAL RESOURCES

FISCAL YEAR ENDED MAY 31, 2023 AND 2022

As of May 31, 2023, our total assets were $37,044 comprised of cash and cash equivalents of $7,855, Intangible(net) of $19,203 and equipment(net) of $9,986; our total liabilities were $66,132 comprised of accrued expenses $610, advance from our director of $3,000, note payable of $29,000 and note and loan payable in total to related party of $28,100, accrued interest of $5,422.

As of May 31, 2022, our total assets were $53,996 comprised of cash and cash equivalents of $10,107, Intangible(net) of $28,870 and equipment(net) of $15,019; our total liabilities were $54,433 comprised of note payable of $29,000 and note and loan payable in total to related party of $25,100, accrued interest of $333.

Cash Flows from Operating Activities

For the fiscal year ended May 31, 2023, net cash flows used in operating activities were $(38,111) consisting of net loss of $(56,421) amortization of $9,667, depreciation of $5,033 and increase in accrued expenses of $610 and increase in advances from related party of $3,000. For the fiscal year ended May 31, 2022, net cash flows used in operating activities were $(726) consisting of net loss of $(937) and amortization of $130 and depreciation of $81.

Cash Flows Provided by Investing Activities

For the fiscal years ended May 31, 2023 and 2022, net cash flows used in investing activities were $0 respectively.

Cash Flows from Financing Activities

For the fiscal year ended May 31, 2023, net cash from financing activities was $33,859 consisting of issuance of common stock of $27,770, proceeds from note payable of $3,000 and increase in relevant accrued interest of $5,089. For the fiscal year ended May 31, 2022, net cash from financing activities was $10,833 consisting of issuance of common stock of $500, proceeds from note payable of $10,000 and increase in relevant accrued interest of $333.

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 six 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 software; (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.

MATERIAL COMMITMENTS

As of the date of this Annual Report, we do not have any material commitments.

PURCHASE OF SIGNIFICANT EQUIPMENT

We do not intend to purchase any significant equipment during the next twelve months.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Annual 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 independent auditors' reports accompanying our May 31, 2023 and 2022 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

Item 8. Financial Statements and Supplementary Data

INDEX TO AUDITED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors Lamy

We have audited the accompanying financial statements of LAMY (“Company”), which comprise of balance sheet as of May 31, 2023, and the related statement of operations, stockholders’ equity (deficit), and cash flow for the period then ended, and the related notes to 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, 2023, and the results of its operations and its cash flows for the period then ended, in conformity with accounting principles generally accepted in the United States.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Company’s management. Our responsibility is to express an opinion on these 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.