L.A.M. Pharma. 631629 # NAMEN # Zahlen # Daten.......................... - 500 Beiträge pro Seite

[Kaligula]

As filed with the Securities and Exchange Commission on April __, 2002.

Registration No.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM S-8

REGISTRATION STATEMENT
Under
The Securities Act of l933


L.A.M. PHARMACEUTICAL, CORP.

(Exact name of issuer as specified in its charter)


Delaware 52-2278236
---------------------------- ------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification No.)

800 Sheppard Avenue West, Commercial Unit 1
Toronto, Ontario, Canada M3H 6B4
---------------------------------------------------- --------
(Address of Principal Executive Offices (Zip Code)




Incentive Stock Option Plan
Non-Qualified Stock Option Plan
Stock Bonus Plan


(Full Title of Plan)

Joseph T. Slechta
800 Sheppard Avenue West, Commercial Unit 1,
Toronto, Ontario, Canada M3H 6B4

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(Name and address of agent for service)
[phone] or [phone]


(Telephone number, including area code, of agent for service)

Copies of all communications, including all communications sent to agent for
service to:

William T. Hart, Esq.
Hart & Trinen
l624 Washington Street
Denver, Colorado 80203
[phone]




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CALCULATION OF REGISTRATION FEE

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Proposed Proposed
Title of maximum maximum
Securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered (1) per share (2) price fee
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Common Stock Issuable
Pursuant to Stock
Bonus Plan (as amended) 1,500,000 $0.84 $1,260,000 $116




(1) This Registration Statement also covers such additional number of shares, presently undeterminable, as may become issuable under the Plans in the event of stock dividends, stock splits, recapitalizations or other changes in the common stock. The shares subject to this Registration Statement reflect the shares issuable pursuant to the Stock Bonus Plan all of which may be reoffered in accordance with the provisions of Form S-8.

(2) Varied, but not less than the fair market value on the date that the options were or are granted. Pursuant to Rule 457(g), the proposed maximum offering price per share and proposed maximum aggregate offering price are based upon the average bid and asked prices of the Registrant`s common stock on April 8, 2002.



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L.A.M. PHARMACEUTICAL, CORP.

Cross Reference Sheet Required Pursuant to Rule 404

PART I
INFORMATION REQUIRED IN PROSPECTUS
(NOTE: Pursuant to instructions to Form S-8, the Prospectus described below is not filed with this Registration Statement.)

Item
No. Form S-8 Caption Caption in Prospectus
---- ---------------- ---------------------

1. Plan Information

(a) General Plan Information Stock Option and Bonus Plans

(b) Securities to be Offered Stock Option and Bonus Plans

(c) Employees who may Participate Stock Option and Bonus Plans
in the Plan

(d) Purchase of Securities Pursuant Stock Option and Bonus Plans
to the Plan and Payment for
Securities Offered

(e) Resale Restrictions Resale of Shares by Affiliates

(f) Tax Effects of Plan Stock Option and Bonus Plans
Participation

(g) Investment of Funds Not Applicable.

(h) Withdrawal from the Plan; Other Information Regarding the
Assignment of Interest Plans

(i) Forfeitures and Penalties Other Information Regarding
the Plans

(j) Charges and Deductions and Other Information Regarding the
Liens Therefore Plans


2. Registrant Information and Employee Available Information, Documents
Plan Annual Information Incorporated by Reference






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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3 - Incorporation of Documents by Reference The following documents filed
by L.A.M. with the Securities and Exchange Commission are incorporated by reference in this Registration Statement:

(1) Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001.

All reports and documents subsequently filed by L.A.M. pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment to this Registration Statement of which this Prospectus is a part which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in this Prospectus and to be a part thereof from the date of filing of such reports or documents.

Item 4 - Description of Securities

Not required.

Item 5 - Interests of Named Experts and Counsel

Not Applicable.

Item 6 - Indemnification of Directors and Officers

The Delaware General Corporation Law provides in substance that L.A.M. shall indemnify any person who was or is a party or is threatened to be made a party to any threatened or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative by reason of the fact that such person is or was a director, officer, employee, fiduciary or agent of L.A.M., or is or was serving at the request of L.A.M. as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney`s fees), judgements, fines and amounts paid in settlement actually and reasonably incurred by such person; and that expenses incurred in defending any such civil or criminal action, suit or proceeding may be paid by L.A.M. in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of such director, officer or employee to repay such amount to L.A.M. unless it shall ultimately be determined that such person is entitled to be indemnified by L.A.M.



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Item 7 - Exemption from Registration Claimed
In April 2002, L.A.M. issued shares of its common stock pursuant to L.A.M.`s Stock Bonus Plan (as amended) to:


Name Shares Consideration

John C. Leo 265,000 Services rendered
Dan Oreskovich 150,000 Services rendered
Joerg Schweitzer 90,000 Services rendered
Gary Stein 700,000 Services rendered
David Coates 50,000 Services rendered
Fausto Noce 140,000 Services rendered




The amended Stock Bonus Plan, which provides for the issuance of a maximum of 2,000,000 shares of common stock, is filed as Exhibit 4.2 to this Registration Statement.

The shares issued to the foregoing persons were not registered under the Securities Act of 1933 but were sold in reliance upon the exemption provided by
Section 4(2) of the Act. The shares of common stock were acquired for investment purposes only and without a view to distribution. The certificate representing the shares of common stock bears a legend stating that the shares may not be offered, sold or transferred other than pursuant to an effective registration statement under the Securities Act of 1933, or pursuant to an applicable exemption from registration. The shares are "restricted" securities as defined in Rule 144 of the Securities and Exchange Commission.


Item 8 - Exhibits

3.1 Certificate of Incorporation
as amended (1)
--------------------------

3.2 Bylaws (1)
-------------------------

4.2 Stock Bonus Plan (as amended)
-------------------------

5 Opinion of Counsel
--------------------------

23.1 Consent of Attorneys
--------------------------

23.2 Consent of Accountants
--------------------------

24. Power of Attorney Included as part of the
Signature Page

99 - Additional Exhibits
(Re-Offer Prospectus)






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(1) Incorporated by reference to the same exhibit filed with L.A.M.`s Registration Statement on Form 10-SB.
Item 9 - Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section l0(a)(3) of the Securities Act of l933;
(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and
(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change in such information in the registration statement;

Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) will not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section l3 or Section l5(d) of the Securities Act of l934

(2) That, for the purpose of determining any liability under the Securities Act of l933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of l933, each filing of the registrant`s Annual Report pursuant to Section l3(a) or Section l5(d) of the Securities Exchange Act of l934 (and, where applicable, each filing of any employee benefit plan`s annual report pursuant to Section l5(d) of the Securities Exchange Act of l934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed



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in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.


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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints Joseph T. Slechta his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitutes or substitute may lawfully do or cause to be done by virtue hereof.


SIGNATURES
Pursuant to the requirements of the Securities Act of l933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Toronto, Ontario, Canada on April 10, 2002.


L.A.M. PHARMACEUTICALS, CORP.


By: /s/ Joseph T. Slechta
------------------------------------
Joseph T. Slechta
President, Chief Operating Officer and
Principal Financial Officer





Pursuant to the requirements of the Securities Act of l933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.



Signature Title Date

/s/ Joseph T. Slechta
---------------------------
Joseph T. Slechta Director April 10, 2002

/s/ Alan Drizen
---------------------------
Alan Drizen Director April 10, 2002

/s/ Peter Rothbart
---------------------------
Peter Rothbart Director April 10, 2002


---------------------------
Gary M. Nath Director







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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
EXHIBITS

L.AM. PHARMACEUTICAL, CORP.
800 Sheppard Avenue West
Commercial Unit 1
Toronto, Ontario
Canada M3H 6B4




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EXHIBIT 4.2


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L.A.M. PHARMACEUTICAL, CORP.
STOCK BONUS PLAN
(as amended)
l. Purpose. The purpose of this Stock Bonus Plan is to advance the interests of L.A.M. Pharmaceutical, Corp. (the "Company") and its shareholders, by encouraging and enabling selected officers, directors, consultants and key employees upon whose judgment, initiative and effort the Company is largely dependent for the successful conduct of its business, to acquire and retain a proprietary interest in the Company by ownership of its stock, to keep personnel of experience and ability in the employ of the Company and to compensate them for their contributions to the growth and profits of the Company and thereby induce them to continue to make such contributions in the future.

2. Definitions.

A. "Board" shall mean the board of directors of the Company.

B. "Committee" means the directors duly appointed to administer the Plan.

C. "Plan" shall mean this Stock Bonus Plan.

D. "Bonus Share" shall mean the shares of common stock of the Company reserved pursuant to Section 4 hereof and any such shares issued to a Recipient pursuant to this Plan.

E. "Recipient" shall mean any individual rendering services for the Company to whom shares are granted pursuant to this Plan.

3. Administration of Plan. The Plan shall be administered by a committee of two or more directors appointed by the Board (the "Committee"). The Committee shall report all action taken by it to the Board. The Committee shall have full and final authority in its discretion, subject to the provisions of the Plan, to determine the individuals to whom and the time or times at which Bonus Shares shall be granted and the number of Bonus Shares; to construe and interpret the Plan; and to make all other determinations and take all other actions deemed necessary or advisable for the proper administration of the Plan. All such actions and determinations shall be conclusively binding for all purposes and upon all persons.

4. Bonus Share Reserve. There shall be established a Bonus Share Reserve to which shall be credited 2,000,000 shares of the Company`s common stock. In the event that the shares of common stock of the Company should, as a result of a stock split or stock dividend or combination of shares or any other change, or exchange for other securities by reclassification, reorganization, merger, consolidation, recapitalization or otherwise, be increased or decreased or changed into or exchanged for, a different number or kind of shares of stock



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or other securities of the Company or of another corporation, the number of shares then remaining in the Bonus Share Reserve shall be appropriately adjusted to reflect such action. Upon the grant of shares hereunder, this reserve shall be reduced by the number of shares so granted. Distributions of Bonus Shares may, as the Committee shall in its sole discretion determine, be made from authorized but unissued shares or from treasury shares. All authorized and unissued shares issued as Bonus Shares in accordance with the Plan shall be fully paid and non-assessable and free from preemptive rights.
5. Eligibility, and Granting and Vesting of Bonus Shares. Bonus Shares may be granted under the Plan to the Company`s (or the Company`s subsidiaries) employees, directors and officers, and consultants or advisors to the Company (or its subsidiaries), provided however that bona fide services shall be rendered by such consultants or advisors and such services must not be in connection with the offer or sale of securities in a capital-raising transaction.

The Committee, in its sole discretion, is empowered to grant to an eligible Participant a number of Bonus Shares as it shall determine from time to time. Each grant of these Bonus Shares shall become vested according to a schedule to be established by the Committee directors at the time of the grant. For purposes of this plan, vesting shall mean the period during which the recipient must remain an employee or provide services for the Company. At such time as the employment of the Recipient ceases, any shares not fully vested shall be forfeited by the Recipient and shall be returned to the Bonus Share Reserve. The Committee, in its sole discretion, may also impose restrictions on the future transferability of the bonus shares, which restrictions shall be set forth on the notification to the Recipient of the grant.

The aggregate number of Bonus Shares which may be granted pursuant to this Plan shall not exceed the amount available therefore in the Bonus Share Reserve.

6. Form of Grants. Each grant shall specify the number of Bonus Shares subject thereto, subject to the provisions of Section 5 hereof.

At the time of making any grant, the Committee shall advise the Recipient by delivery of written notice, in the form of Exhibit A hereto annexed.

7. Recipients` Representations.

A. The Committee may require that, in acquiring any Bonus Shares, the Recipient agree with, and represent to, the Company that the Recipient is acquiring such Bonus Shares for the purpose of investment and with no present intention to transfer, sell or otherwise dispose of shares except such distribution by a legal representative as shall be required by will or the laws of any jurisdiction in winding-up the estate of any Recipient. Such shares shall be transferable thereafter only if the proposed transfer shall be permissible pursuant to the Plan and if, in the opinion of counsel (who shall be



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satisfactory to the Committee), such transfer shall at such time be in compliance with applicable securities laws.
B. Upon receipt of any Bonus Shares, the Recipient shall deliver to the Committee, in duplicate, an agreement in writing, signed by the Recipient, in form and substance as set forth in Exhibit B hereto annexed, and the Committee shall forthwith acknowledge its receipt thereof.

8. Restrictions Upon Issuance. A. Bonus Shares shall forthwith after the making of any representations required by Section 6 hereof, or if no representations are required then within thirty (30) days of the date of grant, be duly issued and transferred and a certificate or certificates for such shares shall be issued in the Recipient`s name. The Recipient shall thereupon be a shareholder with respect to all the shares represented by such certificate or certificates, shall have all the rights of a shareholder with respect to all such shares, including the right to vote such shares and to receive all dividends and other distributions (subject to the provisions of Section 7(B) hereof) paid with respect to such shares. Certificates of stock representing Bonus Shares shall be imprinted with a legend to the effect that the shares represented thereby are subject to the provisions of this Agreement, and to the vesting and transfer limitations established by the Committee, and each transfer agent for the common stock shall be instructed to like effect with respect of such shares.

B. In the event that, as the result of a stock split or stock dividend or combination of shares or any other change, or exchange for other securities, by reclassification, reorganization, merger, consolidation, recapitalization or otherwise, the Recipient shall, as owner of the Bonus Shares subject to restrictions hereunder, be entitled to new or additional or different shares of stock or securities, the certificate or certificates for, or other evidences of, such new or additional or different shares or securities, together with a stock power or other instrument of transfer appropriately endorsed, shall also be imprinted with a legend as provided in Section 7(A), and all provisions of the Plan relating to restrictions herein set forth shall thereupon be applicable to such new or additional or different shares or securities to the extent applicable to the shares with respect to which they were distributed.

C. The grant of any Bonus Shares shall be subject to the condition that if at any time the Company shall determine in its discretion that the satisfaction of withholding tax or other withholding liabilities, or that the listing, registration, or qualification of any Bonus Shares upon such exercise upon any securities exchange or under any state or federal law, or that the consent or approval of any regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance of any Bonus Shares, then in any such event, such exercise shall not be effective unless such withholding, listing, registration, qualification, consent, or approval shall have been ef- fected or obtained free of any conditions not acceptable to the Company.



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D. Unless the Bonus Shares covered by the Plan have been registered with the Securities and Exchange Commission pursuant to Section 5 of the Securities Act of l933, each Recipient shall, by accepting a Bonus Share, represent and agree, for himself and his transferees by will or the laws of descent and distribution, that all Bonus Shares were acquired for investment and not for resale or distribution. The person entitled to receive Bonus Shares shall, upon request of the Committee, furnish evidence satisfactory to the Committee (including a written and signed representation) to the effect that the shares of stock are being acquired in good faith for investment and not for resale or distribution. Furthermore, the Committee may, if it deems appropriate, affix a legend to certificates representing Bonus Shares indicating that such Bonus Shares have not been registered with the Securities and Exchange Commission and may so notify the Company`s transfer agent. Such shares may be disposed of by a Recipient in the following manner only: (l) pursuant to an effective registration statement covering such resale or reoffer, (2) pursuant to an applicable exemption from registration as indicated in a written opinion of counsel acceptable to the Company, or (3) in a transaction that meets all the requirements of Rule l44 of the Securities and Exchange Commission. If Bonus Shares covered by the Plan have been registered with the Securities and Exchange Commission, no such restrictions on resale shall apply, except in the case of Recipients who are directors, officers, or principal shareholders of the Company. Such persons may dispose of shares only by one of the three aforesaid methods.
9. Limitations. Neither the action of the Company in establishing the Plan, nor any action taken by it nor by the Committee under the Plan, nor any provision of the Plan, shall be construed as giving to any person the right to be retained in the employ of the Company.

Every right of action by any person receiving shares of common stock pursuant to this Plan against any past, present or future member of the Board, or any officer or employee of the Company arising out of or in connection with this Plan shall, irrespective of the place where action may be brought and irrespective of the place of residence of any such director, officer or employee cease and be barred by the expiration of one year from the date of the act or omission in respect of which such right of action arises.

10. Amendment, Suspension or Termination of the Plan. The Board of Directors may alter, suspend, or discontinue the Plan at any time.

Unless the Plan shall theretofore have been terminated by the Board, the Plan shall terminate ten years after the effective date of the Plan. No Bonus Share may be granted during any suspension or after the termination of the Plan. No amendment, suspension, or termination of the Plan shall, without a recipient`s consent, alter or impair any of the rights or obligations under any Bonus Share theretofore granted to such recipient under the Plan.



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11. Governing Law. The Plan shall be governed by the laws of the
State of Delaware.

12. Expenses of Administration. All costs and expenses incurred in




the operation and administration of this Plan shall be borne by the Company.


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- EXHIBIT A -
L.A.M. PHARMACEUTICAL, CORP.
STOCK BONUS PLAN

TO: Recipient:

PLEASE BE ADVISED that L.A.M. Pharmaceutical, Corp. has on the date hereof
granted to the Recipient the number of Bonus Shares as set forth under and
pursuant to the Stock Bonus Plan. Before these shares are to be issued, the




Recipient must deliver to the Committee that administers the Stock Bonus Plan an agreement in duplicate, in the form as Exhibit B hereto. The Bonus Shares are issued subject to the following vesting and transfer limitations.

Vesting:

Number of Shares Date of Vesting

Transfer Limitations:



L.A.M. PHARMACEUTICAL, CORP.
.
------------------------- By Date -------------------------------



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- EXHIBIT B -
LAM Pharmaceutical, Corp.
800 Sheppard Avenue West
Commercial Unit 1
Toronto, Ontario
Canada M3H 6B4

Gentlemen:

I represent and agree that said Bonus Shares are being acquired by me for investment and that I have no present intention to transfer, sell or otherwise dispose of such shares, except as permitted pursuant to the Plan and in compliance with applicable securities laws, and agree further that said shares are being acquired by me in accordance with and subject to the terms, provisions and conditions of said Plan, to all of which I hereby expressly assent. These agreements shall bind and inure to the benefit of my heirs, legal representatives, successors and assigns.

My address of record is:

and my social security number: .

Very truly yours,

Receipt of the above is hereby acknowledged.


LAM Pharmaceutical, Corp.

By
---------------------- -----------------------
Date
its -----------------------








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EXHIBIT 5


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April 9, 2002
L.A.M. Pharmaceutical, Corp
800 Sheppard Avenue West, Commercial Unit 1 Toronto, Ontario
Canada M3H 6B4

This letter will constitute an opinion upon the legality of the sale by L.A.M. Pharmaceutical, a Delaware corporation, of up to 1,500,000 shares of common stock, all as referred to in the Registration Statement on Form S-8 filed by the Company with the Securities and Exchange Commission. This letter will constitute an opinion upon the legality of the sale by certain selling shareholders of L.A.M. of shares of common stock issuable upon the exercise of options or shares issued as stock bonuses pursuant to the stock option and stock bonus plans referred to in such Registration Statement.

We have examined the Articles of Incorporation, the Bylaws and the minutes of the Board of Directors of the Company and the applicable laws of the State of Delaware, an a copy of the Registration Statement. In our opinion, the Company has duly authorized the issuance of the shares of stock mentioned above and, when issued in accordance with the terms and conditions set out in the Registration Statement, such shares of common stock, when sold, will be legally issued, fully paid and non-assessable.

Very truly yours,


HART & TRINEN, L.L.P.


/s/ William T. Hart
William T. Hart










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EXHIBIT 23.1


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CONSENT OF ATTORNEYS
Reference is made to the Registration Statement of L.A.M. Pharmaceutical, Corp. on Form S-8 whereby the Company proposes to sell up to 1,500,000 shares of the Company`s common stock. Reference is also made to Exhibit 5 included in the Registration Statement relating to the validity of the securities proposed to be issued and sold.

We hereby consent to the use of our opinion concerning the validity of the securities proposed to be issued and sold.

Very truly yours,


HART & TRINEN, L.L.P.


/s/ William T. Hart
--------------------------------
William T. Hart





Denver, Colorado
April 9, 2002





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EXHIBIT 23.2


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INDEPENDENT AUDITORS` CONSENT
To the Stockholders of
L.A.M. Pharmaceutical, Corp.
Toronto, Ontario, Canada

We consent to the incorporation by reference in this Registration Statement of L.A.M. Pharmaceutical, Corp. on Form S-8 of our report dated February 8, 2002 (except for Note P, as to which the date is March 27, 2002) of L.A.M. Pharmaceutical, Corp. for the years ended December 31, 2001 and 2000 and of the reference to us under the heading "Experts" in the Prospectus, which is a part of this Registration Statement.

Rotenberg & Company, LLP
Rochester, New York
April 12, 2002





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EXHIBIT 99


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L.A.M. PHARMACEUTICAL, CORP.

Shares Common Stock

THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This Prospectus relates to shares (the "Shares") of this common stock (the "Common Stock") of L.A.M. Pharmaceutical, Corp. (the "L.A.M.") which may be issued pursuant to certain employee incentive plans adopted by L.A.M. The employee incentive plans provide for the grant, to selected employees of L.A.M. and other persons, of either stock bonuses or options to purchase shares of L.A.M. `s Common Stock. Persons who receive Shares pursuant to the Plans and who are offering such Shares to the public by means of this Prospectus are referred to as the "Selling Shareholders".

L.A.M. has an Incentive Stock Option Plan, a Non-Qualified Stock Option Plan and a Stock Bonus Plan. In some cases the plans described above are collectively referred to as the "Plans". The terms and conditions of any stock bonus and the terms and conditions of any options, including the price of the shares of Common Stock issuable on the exercise of options, are governed by the provisions of the respective Plans and the stock bonus or stock option agreements between L.A.M. and the Plan participants.

The Selling Shareholders may offer the shares from time to time in negotiated transactions in the over-the-counter market, at fixed prices which may be changed from time to time, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The Selling Shareholders may effect such transactions by selling the Shares to or through securities broker/dealers, and such broker/dealers may receive compensation in the form of discounts, concessions, or commissions from the Selling Shareholders and/or the purchasers of the Shares for whom such broker/dealers may act as agent or to whom they sell as principal, or both (which compensation as to a particular broker/dealer might be in excess of customary commissions). See "Selling Shareholders" and "Plan of Distribution".

L.A.M.`s common stock is quoted on the OTC Bulletin Board under the symbol "LAMP." On April __, 2002 the closing bid price for one share of L.A.M.`s common stock was $______.

The date of this Prospectus is _____________, 2001.



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None of the proceeds from the sale of the Shares by the Selling Shareholders will be received by L.A.M. L.A.M. has agreed to bear all expenses (other than underwriting discounts, selling commissions and fees and expenses of counsel and other advisers to the Selling Shareholders). L.A.M. has agreed to indemnify the Selling Shareholders against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act").

AVAILABLE INFORMATION
L.A.M. is subject to the information requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith, files reports and other information with the Securities and Exchange Commission (the "Commission"). Proxy statements, reports and other information concerning L.A.M. can be inspected and copied at Room 1024 of the Commission`s office at 450 Fifth Street, N.W., Washington, D.C. 20549, and the Commission`s Regional Offices in New York (26 Federal Plaza, New York, New York 10278), and Chicago (Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511), and copies of such material can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Certain information concerning L.A.M. is also available at the Internet Web Site maintained by the Securities and Exchange Commission at www.sec.gov. L.A.M. has filed with the Commission a Registration Statement on Form S-8 (together with all amendments and exhibits thereto, the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), with respect to the securities offered hereby. This Prospectus does not contain all information set forth in the Registration Statement of which this Prospectus forms a part and exhibits thereto which L.A.M. has filed with the Commission under the Securities Act and to which reference is hereby made.


DOCUMENTS INCORPORATED BY REFERENCE
L.A.M. will provide, without charge, to each person to whom a copy of this Prospectus is delivered, including any beneficial owner, upon the written or oral request of such person, a copy of any or all of the documents incorporated by reference herein (other than exhibits to such documents, unless such exhibits are specifically incorporated by reference into this Prospectus).

Requests should be directed to:

L.A.M. Pharmaceutical, Corp 800 Sheppard Avenue West, Commercial Unit 1, Toronto, Ontario Canada M3H 6B4 [phone] Attention: Secretary

The following documents filed with the Commission by L.A.M. (Commission File No. 0-30641) are hereby incorporated by reference into this Prospectus:

(1) Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001.



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All documents filed with the Commission by L.A.M. pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering registered hereby shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Prospectus to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.


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TABLE OF CONTENTS
PAGE

THE COMPANY...................................................

RISK FACTORS .................................................

COMPARATIVE SHARE DATA .......................................

USE OF PROCEEDS ..............................................

SELLING SHAREHOLDERS .........................................

PLAN OF DISTRIBUTION .........................................

DESCRIPTION OF COMMON STOCK ..................................

EXPERTS.......................................................

GENERAL ......................................................






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THE COMPANY
L.A.M. Pharmaceutical, Corp. was incorporated in Delaware in July 1998. In September 1998, L.A.M. acquired all of the issued and outstanding shares of LAM Pharmaceuticals LLC for 6,000,000 shares of L.A.M.`s common stock. LAM Pharmaceuticals LLC was organized in Florida in 1994 (initially as a partnership) to commercialize a new drug delivery system which offers patients, among other benefits, safer and more effective treatment for a number of serious diseases. Unless otherwise indicated, all references to L.A.M. include LAM Pharmaceuticals LLC.

The objective of L.A.M. is to develop, license, produce and sell novel and proprietary pharmaceuticals. Notwithstanding the above, L.A.M. has not obtained U.S. Food and Drug Administration (FDA) approval for any of its products.

All of L.A.M.`s products are in various stages of development and testing and the commercial sale of any of these products may not occur until June 2002 at the earliest. As a result, L.A.M. expects to incur substantial losses for the foreseeable future.

L.A.M. is the owner of a proprietary drug delivery technology that involves the use of an original Ionic Polymer Matrix (IPM) for the purpose of delivering, enhancing and sustaining the action of certain established therapeutic agents.

The IPM technology is not a drug in and of itself, but rather a new system for carrying, delivering and releasing drugs in a manner that can extend and/or improve their efficacy and safety.

L.A.M.`s executive offices are located 800 Sheppard Avenue West, Commercial Unit 1, Toronto, Ontario, Canada M3H 6B4. L.A.M.`s telephone number is [phone] and its fax number is [phone].


RISK FACTORS
If L.A.M. fails to obtain regulatory approvals for its products, L.A.M. will be prevented from marketing its products and will incur substantial losses: The pre-clinical and clinical testing, manufacturing, and marketing of L.A.M.`s drug delivery systems is subject to extensive regulation by numerous governmental authorities in the United States and in other countries, including, but not limited to, the United States Food and Drug Administration. Among other requirements, FDA approval of L.A.M.`s drug delivery systems, including a review of the manufacturing processes and facilities used to produce L.A.M.`s drug delivery products, will be required before these products may be marketed in the United States. There can be no assurance that L.A.M.`s manufacturing facilities will be accepted by the FDA. Similarly, marketing approval by a foreign governmental authority is typically required before L.A.M.`s drug delivery systems may be marketed in a particular foreign country.



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L.A.M. does not have any products approved by the FDA or any foreign authority and does not expect to be profitable unless its drug delivery products now under development receive FDA or foreign regulatory approval and are commercialized successfully. In order to obtain FDA approval of a product L.A.M. must demonstrate to the satisfaction of the FDA that the product is safe and effective for its intended uses and that L.A.M. is capable of manufacturing the product with procedures that conform to the FDA`s regulations, which must be followed at all times. Management of L.A.M. has limited experience in submitting and pursuing FDA regulatory applications. The process of obtaining FDA approvals can be costly, time consuming, and subject to unanticipated delay. There can be no assurance that any approvals will be granted to L.A.M. on a timely basis, or at all.
In addition to delays in review and approval of pre-clinical and clinical testing, delays or rejection may also be encountered based upon changes in applicable law or regulatory policy during the period of product development and FDA regulatory review. Any failure to obtain, or any delay in obtaining, FDA approvals would adversely affect the ability of L.A.M. to market its products. Moreover, even if FDA approval is granted, any approval may include significant limitations on indicated uses for which a product could be marketed.

Both before and after approval is obtained, a product and its manufacturer are subject to comprehensive regulatory oversight. Violations of regulatory requirements at any stage, including the pre-clinical and clinical testing process, the approval process, or thereafter (including after approval), may result in adverse consequences, including the FDA`s delay in approving or refusal to approve a product, withdrawal of an approved product from the market, and/or the imposition of criminal penalties against the manufacturer. In addition, later discovery of previously unknown problems relating to a marketed product may result in restrictions on such product or manufacturer including withdrawal of the product from the market. Also, new government requirements may be established that could delay or prevent regulatory approval of L.A.M.`s products under development.

If cost estimates for clinical trials and research are inaccurate, L.A.M. will require additional funding. L.A.M.`s estimates of the costs associated with future clinical trials and research may be substantially lower than the actual costs of these activities. If L.A.M.`s cost estimates are incorrect, L.A.M. will need additional funding for its research efforts.

There can be no assurance that L.A.M. will achieve or maintain a competitive position or that other technological developments will not cause L.A.M.`s proprietary technologies to become uneconomical or obsolete. The biomedical field in which L.A.M. is involved is undergoing rapid and significant technological change. The successful development of therapeutic agents and products will depend on L.A.M.`s ability to be in the technological forefront of this field. There can be no assurance that L.A.M. will achieve or maintain a competitive position or that other technological developments will not cause L.A.M.`s proprietary technologies to become uneconomical or obsolete.

L.A.M.`s patents might not protect L.A.M.`s technology from competitors. Certain aspects of L.A.M.`s technologies are covered by U.S. patents. In addition, L.A.M. has a number of patent applications pending. There is no assurance that the applications still pending or which may be filed in the future will result



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in the issuance of any patents. Furthermore, there is no assurance as to the breadth and degree of protection any issued patents might afford L.A.M. Disputes may arise between L.A.M. and others as to the scope, validity and ownership rights of these or other patents. Any defense of the patents could prove costly and time consuming and there can be no assurance that L.A.M. will be in a position, or will deem it advisable, to carry on such a defense. Other private and public concerns may have filed applications for, or may have been issued, patents and are expected to obtain additional patents and other proprietary rights to technology potentially useful or necessary to L.A.M. The scope and validity of such patents, if any are presently unknown. Also, as far as L.A.M. relies upon unpatented proprietary technology, there is no assurance that others may not acquire or independently develop the same or similar technology.
L.A.M. has a history of losses and may never be profitable. L.A.M. has never earned a profit. As of December 31, 2001 L.A.M.`s accumulated deficit was approximately $(18,214,000). L.A.M. expects to incur additional losses during the forseeable future. No assurance can be given that L.A.M.`s product development efforts will be completed, that regulatory approvals will be obtained, that L.A.M.`s drug delivery systems will be manufactured and marketed successfully, or that L.A.M. will ever earn a profit.

If L.A.M. cannot obtain additional capital, L.A.M. may have to delay or postpone development and research expenditures which may influence L.A.M.`s ability to produce a timely and competitive product. This offering is being made on behalf of certain selling shareholders. L.A.M. will not receive any proceeds from the sale of the shares offered by the selling shareholders. Clinical and other studies necessary to obtain approval of a new drug can be time consuming and costly. The different steps necessary to obtain regulatory approval, especially that of the FDA, involve significant costs. Accordingly, L.A.M. will need additional capital in order to fund the costs of future clinical trials, related research, and general and administrative expenses. L.A.M. may be forced to delay or postpone development and research expenditures if L.A.M. is unable to secure adequate sources of funds. These delays in development would have an adverse effect on L.A.M.`s ability to produce timely and competitive products. There can be no assurance that L.A.M. will be able to obtain the funding which it will require.

L.A.M. may sell shares of its common stock in the future, including shares issued pursuant to the equity line of credit, and these sales may dilute the interests of other security holders and depress the price of L.A.M.`s common stock. As of April 5, 2002, L.A.M had 24,187,705 outstanding shares of common stock. As of April 5, 2002, there were outstanding options and warrants which would allow the holders of these securities to purchase 13,273,966 additional shares of L.A.M.`s common stock. Additional shares of common stock are issuable under the equity line of credit and upon the exercise of warrants held by Hockbury Limited and GKN Securities. L.A.M. may also issue additional shares for various reasons and may grant additional stock options to its employees, officers, directors and third parties. See " Comparative Share Data".



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The issuance or even the potential issuance of shares upon the exercise of warrants, options, the conversion of promissory notes, under the equity line of credit or in connection with any other financing will have a dilutive impact on other stockholders and could have a negative effect on the market price of L.A.M.`s common stock. In addition, the shares issuable to Hockbury Limited under the equity line of credit will be issued at a discount to the daily volume weighted average prices of L.A.M.`s common stock during the 22 trading days prior to issuance.
As L.A.M. issues shares of its common stock as a result of the exercise of options or warrants, or as L.A.M. sells shares of its common stock under the equity line of credit, the price of L.A.M.`s common stock may decrease due to the additional shares in the market. If L.A.M. decides to draw down on the equity line of credit as the price of its common stock decreases, L.A.M. will be required to issue more shares of its common stock for any given dollar amount invested by Hockbury Limited, subject to the minimum selling price specified by L.A.M. The more shares that are issued as a result of the exercise of warrants or options or under the equity line of credit, the more L.A.M.`s then outstanding shares will be diluted and the more L.A.M.`s stock price may decrease. Any decline in the price of L.A.M.`s common stock may encourage short sales, which could place further downward pressure on the price of L.A.M.`s common stock.

There is, at present, only a limited market for L.A.M.`s common stock and there is no assurance that this market will continue. L.A.M.`s common stock is traded on the OTC Bulletin Board. Trades of L.A.M.`s common stock are subject to Rule 15g-9 of the Securities and Exchange Commission, which rule imposes certain requirements on broker/dealers who sell securities subject to the rule to persons other than established customers and accredited investors. For transactions covered by the rule, brokers/dealers must make a special suitability determination for purchasers of the securities and receive the purchaser`s written agreement to the transaction prior to sale. The Securities and Exchange Commission also has rules that regulate broker/dealer practices in connection with transactions in "penny stocks". Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in that security is provided by the exchange or system). The penny stock rules require a broker/ dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the Commission that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker/dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer`s account. The bid and offer quotations, and the broker/dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer`s confirmation. These disclosure requirements have the effect of reducing the level of trading activity in the secondary market for L.A.M.`s common stock. As a result of these rules, investors may find it difficult to sell their shares.



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COMPARATIVE SHARE DATA
As of April 5, 2002, L.A.M. had 24,187,705 outstanding shares of common stock. The following table lists additional shares of L.A.M.`s common stock which may be issued as the result of the exercise of outstanding options, warrants or convertible notes:


Number of Note
Shares Reference

Shares issuable upon exercise of options granted to
L.A.M.`s officers, directors and private investors. 2,432,500 A

Shares issuable upon exercise of options granted
to financial and research consultants. 3,278,500 B

Shares issuable upon exercise of options granted to
L.A.M.`s officers and directors. 6,200,000 C

Shares issuable upon exercise of warrants
issued to former note holders. 424,493 D

Shares issuable in connection with Equity Line of Not known
Credit at this time E

Shares issuable upon the exercise of warrants which
were issued as part of the Equity Line of Credit. 938,473 E




A. Options are exercisable at prices between $0.58 and $4.00 per share and expire between September 2002 and April 2007.

B. These options were granted to certain persons that provide financial and research consulting services to L.A.M. Options are exercisable at prices between $0.58 and $7.50 per share and expire between November 2001 and November 2006.

C. These options are exercisable at $0.58 per share and expire between June 2006 and June 2011.

D. Between July 1999 and December 2000 L.A.M. sold convertible notes in the principal amount of $3,658,333 to various private investors. The notes bore interest at an annual non-compound rate of 9.5% and were due and payable between June 2000 and December 2001. Under the original terms of the notes, at the option of the note holder, the amount due on the note, excluding accrued interest, could be converted into shares of L.A.M.`s common stock. The number of shares to be issued upon the conversion of the notes was determined by dividing the amount of the note by the Conversion Price, which varied between $0.50 and $4.00. On August 9, 2001, the conversion terms for all notes then outstanding were revised. The number of shares to be issued upon the conversion of the



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notes, plus any accrued interest, would then be determined by dividing the amount to be converted by $0.52. Noteholders who converted on these revised terms were also granted options to purchase shares of L.A.M.`s common stock equal to 10% of the number of shares resulting from the conversion. The options are exercisable at a price of $0.58 per share and expire in August 2002. As of December 31, 2001 all outstanding notes in the principal amount of $3,549,833 had been converted into 7,279,095 shares of L.A.M.`s common stock and the former note holders held options to purchase 424,493 shares of L.A.M.`s common stock. All remaining notes in the principal amount of $108,500 had been repaid.
E. On January 24, 2001, L.A.M. entered into an equity line of credit agreement with Hockbury Limited in order to establish a possible source of funding for the development of L.A.M.`s technology. The equity line of credit agreement establishes what is sometimes also referred to as an equity drawdown facility.

Under the equity line of credit agreement, Hockbury Limited has agreed to provide L.A.M. with up to $20,000,000 of funding prior to December 25, 2002. During this period, L.A.M. may request a drawdown under the equity line of credit by selling shares of its common stock to Hockbury Limited, and Hockbury Limited will be obligated to purchase the shares. L.A.M. may request a drawdown once every 27 trading days, although L.A.M. is under no obligation to request any drawdowns under the equity line of credit.

During the 22 trading days following a drawdown request, L.A.M. will calculate the amount of shares it will sell to Hockbury Limited and the purchase price per share. The purchase price per share of common stock will based on the daily volume weighted average price of L.A.M.`s common stock during each of the 22 trading days immediately following the drawdown date, less a discount of 10%. L.A.M. will receive the purchase price less a placement fee payable to GKN Securities equal to 7% of the aggregate purchase price. Hockbury Limited may then resell all or a portion of these shares in the public market. GKN Securities is the placement agent which introduced Hockbury Limited to L.A.M. and is a registered broker-dealer.

L.A.M. may request a drawdown by sending a drawdown notice to Hockbury Limited, stating the amount of the drawdown and the lowest daily volume weighted average price, if any, at which L.A.M. is willing to sell the shares. The minimum volume weighted average price will be set by L.A.M.`s President in his sole and absolute discretion. If L.A.M. sets a minimum price which is too high and L.A.M.`s stock price does not consistently meet that level during the 22 trading days after its drawdown request, the amount L.A.M. can draw and the number of shares L.A.M. will sell to Hockbury Limited will be reduced. On the other hand, if L.A.M. sets a minimum price which is too low and its stock price falls significantly but stays above the minimum price, L.A.M. will have to issue a greater number of shares to Hockbury Limited based on the reduced market price.

The following provides certain information concerning the first three drawdowns requested by L.A.M.



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Date of Date of Shares Average Sale Net Proceeds
Request Sale Sold Price Per Share to L.A.M.
------- ------- ------ --------------- ------------

3-3-01 4-25-01 19,016 $4.16 $ 70,018
5-7-01 6-07-01 420,005 $0.90 $378,764




2-8-02 3-12-02 143,185 $0.64 $ 92,000
The proceeds to L.A.M. are net of the placement agent fee paid to GKN Securities and escrow fees.

As consideration for extending the equity line of credit, L.A.M. granted Hockbury Limited warrants to purchase 482,893 shares of common stock at a price of $4.56 per share at any time prior to January 24, 2004. As partial consideration for GKN Securities` services L.A.M. granted GKN Securities warrants to purchase 455,580 shares of common stock at a price of $4.83 per share at any time prior to January 24, 2006. Warrants to purchase 209,500 shares were subsequently assigned to four employees of GKN Securities.

Shares Registered for Public Sale

A total of 4,455,000 shares issuable upon the exercise of options, and which are referred to in Notes B (255,000 shares) and C (4,200,000 shares) are being offered for public sale by means of this prospectus. The 4,200,000 shares referred to above were originally registered in L.A.M.`s Registration Statement on Form S-8 which was declared effective by the Securities and Exchange Commission on August 31, 2001. See "Selling Shareholders".

A total of 6,718,966 shares issuable upon the exercise of options and warrants, and which are referred to in Notes A, B, and D, have previously been registered for public sale by means of a registration statement on Form SB-2 filed with the Securities and Exchange Commission.

The shares which may be sold in connection with the equity line of credit, and which are referred to in Note E, have previously been registered for public sale by means of a registration statement on Form SB-2 filed with the Securities and Exchange Commission.


USE OF PROCEEDS
All of the shares offered by this Prospectus are being offered by certain owners of L.A.M.`s Common Stock (the Selling Shareholders) and were issued by L.A.M. in connection with L.A.M.`s employee stock bonus or stock option plans. None of the proceeds from the sale of the shares offered by this Prospectus will be received by L.A.M. Expenses expected to be incurred by L.A.M. in connection with this offering are estimated to be approximately $10,000. The Selling Shareholders have agreed to pay all commissions and other compensation to any securities broker/dealers through whom they sell any of the Shares.



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SELLING SHAREHOLDERS
L.A.M. has issued (or may in the future issue) shares of its common stock to various persons pursuant to certain employee incentive plans adopted by L.A.M. L.A.M. has an Incentive Stock Option Plan, a Non-Qualified Stock Option Plan and a Stock Bonus Plan. In some cases these Plans are collectively referred to as the "Plans". A summary description of these Plans follows. The Plans provide for the grant, to selected employees of L.A.M. and other persons, of either stock bonuses or options to purchase shares of L.A.M.`s common stock.

Incentive Stock Option Plan. L.A.M.`s Incentive Stock Option Plan authorizes the issuance of up to 1,000,000 shares of L.A.M.`s common stock to persons that exercise options granted pursuant to the Plan. Only Company employees may be granted options pursuant to the Incentive Stock Option Plan. The option exercise price is determined by L.A.M.`s Board of Directors but cannot be less than the market price of L.A.M.`s common stock on the date the option is granted.

Non-Qualified Stock Option Plan. L.A.M.`s Non-Qualified Stock Option Plan authorizes the issuance of up to 9,000,000 shares of L.A.M.`s common stock to persons that exercise options granted pursuant to the Plans. L.A.M.`s employees, directors, officers, consultants and advisors are eligible to be granted options pursuant to the Plans, provided however that bona fide services must be rendered by such consultants or advisors and such services must not be in connection with the offer or sale of securities in a capital-raising transaction. The option exercise price is determined by L.A.M.`s Board of Directors.

Stock Bonus Plan. L.A.M.`s Stock Bonus Plan allows for the issuance of up to 2,000,000 shares of common stock. Such shares may consist, in whole or in part, of authorized but unissued shares, or treasury shares. Under the Stock Bonus Plan, L.A.M.`s employees, directors, officers, consultants and advisors are eligible to receive a grant of L.A.M.`s shares, provided however that bona fide services must be rendered by consultants or advisors and such services must not be in connection with the offer or sale of securities in a capital-raising transaction.

Summary

The following sets forth certain information as of April 5, 2002 concerning the stock options and stock bonuses granted by L.A.M. pursuant to the Plans. E

[alex1975]

hey kali,

fass mal schnell zusammen, 3 Sätze oder so... hab grad wenig zeit!!!

gruß alex

[Kaligula]

Kurz und Knap:

KUFE BIS ES SCHWINDELIG WIRD !!!!!!!!!!!!!!!!!!!!!!!

Ist das knapp genug?

Kaligula

[alex1975]

OK,

das mach ich schon.... konnte heute bei den kursen schon wieder nicht widerstehen

aber jetzt muss auch mal was kommen mein Freund!!!

[Kaligula]

hey alex,

was ist mit der Tagung übermorgen.
Habe es wiederhol gelesen.
Kannst Du mir etwas hierzu sagen?

Kaligula

[Kaligula]

Eigentlich ödes Zeug da oben. Aber man sieht wer überhaupt
mit diesem Wert zu tun hat.

Kali

[Kaligula]

So Freunde, etwas für die Datenbank:

Der Quartalsbericht vom 14 Mai 2002 liegt vor.


Kali

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-QSB


[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended March 31, 2002
or
[ ] Transition Report Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934

Commission file No. 0-30641

L.A.M. PHARMACEUTICAL CORP.


(Exact name of registrant as specified in its charter)

Delaware 52-2278236
------------------- --------------------------
(State of incorporation) (I.R.S. Employer Identification Number)




800 Sheppard Avenue West, Commercial Unit 1 Toronto, Ontario, Canada M3H 6B4

(address of principal executive offices) (Zip Code)


[phone]


(Registrant`s telephone number, including area code)


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 proceeding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES [X] NO [ ]


As of May 10, 2002, the Company had 25,116,097 issued and outstanding shares of common stock.




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L.A.M. PHARMACEUTICAL, CORP.
(A DEVELOPMENT STAGE COMPANY)


(A DELAWARE CORPORATION)


Lewiston, New York


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FINANCIAL REPORTS
AT
March 31, 2002




--------------------------------------------------------------------------------
L.A.M. PHARMACEUTICAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Lewiston, New York



TABLE OF CONTENTS
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Independent Accountants` Report on Interim Financial Information F-2

Balance Sheets at March 31, 2002 (Unaudited) and December 31, 2001 F-3

Statements of Changes in Stockholders` Equity (Deficit) for the
Three Months Ended March 31, 2002 and 2001 (Unaudited), for the
Period from Date of Inception (February 1, 1994) through
March 31, 2002 (Unaudited), and for the Year Ended March 31, 2001 F-4 to F-5

Statements of Operations for the Three Months Ended
March 31, 2002 and 2001 and for the Period from Date
of Inception (February 1, 1994) through March 31, 2002 (Unaudited) F-6

Statements of Cash Flows for the Three Months Ended
March 31, 2002 and 2001 and for the Period from Date
of Inception (February 1, 1994) through March 31, 2002 (Unaudited) F-7 to F-8

Notes to Financial Statements F-9 to F-11






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INDEPENDENT ACCOUNTANTS` REPORT
To the Board of Directors and Stockholders L.A.M. Pharmaceutical, Corp.
(A Development Stage Company)
(A Delaware Corporation)
Lewiston, New York

We have reviewed the accompanying balance sheet of L.A.M. Pharmaceutical, Corp. as of March 31, 2002, and the related statements of changes in stockholders` equity (deficit), operations, and cash flows for the three months ended March 31, 2002 and 2001 and for the period from date of inception (February 1, 1994) through March 31, 2002. These financial statements are the responsibility of the Company`s management.

We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and of making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to such financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the balance sheet of L.A.M. Pharmaceutical, Corp. as of December 31, 2001 (presented herein), and the related statements of changes in stockholders` equity (deficit) (presented herein), operations, and cash flows (not presented herein) for the year then ended and for the period from date of inception (February 1, 1994) through December 31, 2001; and in our report dated February 8, 2002, except for Note P, as to which the date is March 27, 2002, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying balance sheet as of December 31, 2001 and the related statement of stockholders` equity (deficit) for the year then ended and for the period from date of inception (February 1, 1994) through December 31, 2001 is fairly stated, in all material respects. No auditing procedures have been performed subsequent to the date of our report.



/s/ Rotenberg & Co., LLP

Rotenberg & Co., LLP
Rochester, New York
May 6, 2002







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L.A.M. PHARMACEUTICAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Lewiston, New York
BALANCE SHEETS



--------------------------------------------------------------------------------

(Unaudited)
March 31, December, 31
2002 2001
--------------------------------------------------------------------------------

ASSETS

Current Assets
Cash and Cash Equivalents $ 268,250 $ 11,284
Other Receivable 175,000 44,433
Inventory - Raw Materials 93,500 97,750
Prepaid Expenses 196,537 5,344
--------------------------------------------------------------------------------

Total Current Assets 733,287 158,811

Property and Equipment - Net of Accumulated
Depreciation 117,592 121,185

Other Assets
Patents and Trademarks - Net of Accumulated
Amortization 546,552 489,322
--------------------------------------------------------------------------------

Total Assets $ 1,397,431 $ 769,318
--------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS` EQUITY (DEFICIT)

Current Liabilities
Accounts Payable and Accrued Expenses $ 610,790 $ 601,999

Other Liabilities
Due to Stockholders 164,037 848,037
Deferred Royalty Revenue 207,360 207,360
--------------------------------------------------------------------------------

Total Liabilities 982,187 1,657,396
--------------------------------------------------------------------------------




Stockholders` Equity (Deficit)
Common Stock - $.0001 Par; 50,000,000 Shares Authorized;

21,982,705 and 19,784,520 Shares
Issued and Outstanding, Respectively 2,198 1,978
Additional Paid-In Capital 20,206,409 17,964,009
Loan Receivable - Director/Officer -- (640,000)
Receivable on Option Exercise (104,000) --
Deficit Accumulated During Development Stage (19,689,363) (18,214,065)
--------------------------------------------------------------------------------

Total Stockholders` Equity (Deficit) 415,244 (888,078)
--------------------------------------------------------------------------------

Total Liabilities and Stockholders`
Equity (Deficit) $ 1,397,431 $ 769,318
--------------------------------------------------------------------------------




The accompanying notes are an integral part of this financial statement.


See Accountants` Review Report


--------------------------------------------------------------------------------
L.A.M. PHARMACEUTICAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Lewiston, New York
STATEMENTS OF CHANGES IN STOCKHOLDERS` EQUITY (DEFICIT)


--------------------------------------------------------------------------------



Deficit
Accumulated
Number Additional Loan During Total
of Common Paid-In Receivable- Development Stockholders`
Shares Stock Capital Director/Officer Stage Equity (Deficit)
----------------------------------------------------------------------------------------------------------------------------------

Balance - February 1, 1994 -- $ -- $ -- $ -- $ -- $ --

Capital Contribution - Services Rendered -- -- 757,386 -- -- 757,386
Capital Contribution - Laboratory Equipment -- -- 24,245 -- -- 24,245
Capital Contribution - Leasehold Improvements -- -- 9,775 -- -- 9,775
Capital Contribution - Interest Expense -- -- 468,161 -- -- 468,161
Capital Contribution in Cash -- -- 162,200 -- -- 162,200
Distribution -- -- (68,660) -- -- (68,660)
Recapitalization as L.A.M. Pharmaceutical,
Corp. 6,000,000 600 (600) -- -- --
Issuance of Common Stock for Cash 4,392,500 439 438,346 -- -- 438,785
Debentures Converted to Common Stock 3,319,430 332 2,211,176 -- -- 2,211,508
Conversion Premium on Convertible Debentures -- -- 3,647,093 -- -- 3,647,093
Stock Options and Awards Granted -
Compensation for Services Rendered -- -- 973,956 -- -- 973,956
Stock Options Exercised 287,000 29 189,121 -- -- 189,150
Net Loss for the Period -- -- -- -- (9,815,305) (9,815,305)
----------------------------------------------------------------------------------------------------------------------------------

Balance - December 31, 2000 13,998,930 1,400 8,812,199 -- (9,815,305) (1,001,706)

Capital Contribution - Interest Expense -- -- 26,920 -- -- 26,920
Debentures Converted to Common Stock 107,333 11 197,716 -- -- 197,727
Common Shares Issued -
Compensation for Services Rendered 10,000 1 9,999 -- -- 10,000
Stock Options Exercised 173,000 17 112,433 -- -- 112,450
Warrants Issued to Hockbury Limited and GKN
Securities -- -- 1,100,000 -- -- 1,100,000
Loan to Director/Officer -- -- -- (1,025,000) -- (1,025,000)
Net Loss for the Period (Unaudited) -- -- -- -- (1,667,723) (1,667,723)
----------------------------------------------------------------------------------------------------------------------------------

Balance - March 31, 2001 (Unaudited) 14,289,263 $ 1,429 $ 10,259,267 $(1,025,000) $(11,483,028) $(2,247,332)
----------------------------------------------------------------------------------------------------------------------------------





- continued -
The accompanying notes are an integral part of this financial statement.


See Accountants` Review Report

--------------------------------------------------------------------------------
L.A.M. PHARMACEUTICAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Lewiston, New York
STATEMENTS OF CHANGES IN STOCKHOLDERS` EQUITY (DEFICIT) -
continued



Deficit
Accumulated
Number Additional Loan During Total
of Common Paid-In Receivable- Development Stockholders`
Shares Stock Capital Director/Officer Stage Equity (Deficit)
----------------------------------------------------------------------------------------------------------------------------------

Balance - March 31, 2001 (Unaudited) 14,289,263 $ 1,429 $ 10,259,267 $(1,025,000) $(11,483,028) $(2,247,332)

Capital Contribution - Interest Expense -- -- 86,280 -- -- 86,280
Common Shares Issued - Debenture Conversion
Premium 3,106,502 311 1,057,844 -- -- 1,058,155
Debentures Converted to Common Stock 745,834 74 1,413,398 -- -- 1,413,472
Stock Options Granted -
Compensation for Services Rendered -- -- 3,218,463 -- -- 3,218,463
Common Shares Issued -
Compensation for Services Rendered 1,203,900 120 1,037,087 -- -- 1,037,207
Sale of Shares Under the Equity Line of
Credit Agreement 439,021 44 483,592 -- -- 483,636
Loan to Director/Officer -- -- -- (50,000) -- (50,000)
Loan Repayments from Director/Officer -- -- -- 435,000 -- 435,000
Short-Swing Profit on Insider Trading -- -- 408,078 -- -- 408,078
Net Loss for the Period -- -- -- -- (6,731,037) (6,731,037)
----------------------------------------------------------------------------------------------------------------------------------

Balance - December 31, 2001 19,784,520 1,978 17,964,009 (640,000) (18,214,065) (888,078)

Capital Contribution - Interest Expense -- -- 10,070 -- -- 10,070
Stock Options Granted -
Compensation for Services Rendered -- -- 948,600 -- -- 948,600
Stock Options Exercised 2,055,000 206 1,191,744 -- -- 1,191,950
Sale of Shares Under the Equity Line of
Credit Agreement 143,185 14 91,986 -- -- 92,000
Receivable on Option Exercise -- -- (104,000) -- -- (104,000)
Loan Repayments from Director/Officer -- -- -- 640,000 -- 640,000
Net Loss for the Period (Unaudited) -- -- -- -- (1,475,298) (1,475,298)
----------------------------------------------------------------------------------------------------------------------------------

Balance - March 31, 2002 (Unaudited) 21,982,705 $ 2,198 $ 20,102,409 $ -- $(19,689,363) $ 415,244
----------------------------------------------------------------------------------------------------------------------------------





The accompanying notes are an integral part of this financial statement.


See Accountants` Review Report


--------------------------------------------------------------------------------
L.A.M. PHARMACEUTICAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Lewiston, New York
STATEMENTS OF OPERATIONS (UNAUDITED)



--------------------------------------------------------------------------------


Period from
Date of
Inception Three Months Ended
(February 1,
1994) March 31,
----------------------
through
March 31, 2002 2002 2001
--------------------------------------------------------------------------------

Revenues
Licensing Revenues $ 500,000 $ -- $ --
--------------------------------------------------------------------------------

Expenses
Research and Development 2,623,574 124,624 66,465
Marketing and Business Development 447,211 161,540 31,265
General and Administrative 3,209,808 215,755 402,334
--------------------------------------------------------------------------------
6,280,593 501,919 500,064
Financial Accounting Expenses Not
Requiring the Use of Cash During
the Period:
Depreciation and Amortization 120,222 14,145 7,043
Interest Expense 908,476 10,634 61,149
Share and Option Grants to Officers,
Directors, Investors, and
Consultants 6,945,612 948,600 --
Conversion Premium on Convertible
Debentures 4,704,937 -- --
Warrants Issued on Equity Line of
Credit 1,100,000 -- 1,100,000
--------------------------------------------------------------------------------

Total Expenses 20,059,840 1,475,298 1,668,256
--------------------------------------------------------------------------------




Loss Before Other Income and (Expenses) (19,559,840) (1,475,298) (1,668,256)




Other Income and (Expenses)
Interest Income 77,837 -- 533
Loss on Investment in Affiliate (207,360) -- --
--------------------------------------------------------------------------------

Total Other Income and (Expenses) (129,523) -- 533
--------------------------------------------------------------------------------

Net Loss for the Period $(19,689,363) $(1,475,298) $(1,667,723)
--------------------------------------------------------------------------------

Loss per Common Share - Basic and
Diluted $ (1.68) $ (0.07) $ (0.12)
--------------------------------------------------------------------------------

Weighted Average Number
of Common Shares Outstanding 21,148,294 14,148,700
--------------------------------------------------------------------------------




The accompanying notes are an integral part of this financial statement.


See Accountants` Review Report


--------------------------------------------------------------------------------
L.A.M. PHARMACEUTICAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Lewiston, New York
STATEMENTS OF CASH FLOWS (UNAUDITED)



--------------------------------------------------------------------------------


Period from
Date of
Inception
(February 1, Three Months Ended
1994) March 31,
through -------------------
March 31, 2002 2002 2001
--------------------------------------------------------------------------------

Cash Flows from Operating Activities

Net Loss for the Period $(19,689,363) $(1,475,298) $(1,667,723)

Adjustments to Reconcile Net Loss for
the Period to Net Cash Flows from
Operating Activities:

Depreciation and Amortization 120,222 14,145 7,043
Capital Contributions:
Deemed Interest Expense on
Loans from Stockholders 591,431 10,070 26,920
Share and Option Grants - Officers,
Directors, Investors, and
Consultants 6,945,612 948,600 10,000
Warrants Issued - Equity Line of
Credit 1,100,000 -- 1,100,000
Conversion Premium on Convertible
Debentures 4,705,248 -- --
Interest on Converted Debentures 272,871 -- --
Loss on Investment in Affiliate 207,360 -- --

Changes in Assets and Liabilities:

Inventory - Raw Materials (93,500) 4,250 --
Prepaid Expenses (196,537) (191,193) (3,821)
Accounts Payable and Accrued Expenses 610,790 8,791 54,962
--------------------------------------------------------------------------------
Net Cash Flows from Operating Activities (5,425,866) (680,635) (472,619)
--------------------------------------------------------------------------------

Cash Flows from Investing Activities:

Purchases of Property and Equipment (156,907) (1,682) (61,433)
Purchases of Patents and Trademarks -
Net (593,436) (66,100) (25,132)
--------------------------------------------------------------------------------
Net Cash Flows from Investing Activities $ (750,343) $ (67,782) $ (86,565)
--------------------------------------------------------------------------------




- continued -

The accompanying notes are an integral part of this financial statement.


See Accountants` Review Report


--------------------------------------------------------------------------------
L.A.M. PHARMACEUTICAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Lewiston, New York
STATEMENTS OF CASH FLOWS (UNAUDITED) - continued



--------------------------------------------------------------------------------

Period from
Date of
Inception Three Months Ended
(February 1,
1994) March 31,
----------------------
through
March 31, 2002 2002 2001
--------------------------------------------------------------------------------

Cash Flows from Financing Activities
Cash Capital Contributions $ 162,200 $ -- $ --
Distributions to Stockholders (68,660) -- --
Proceeds from Issuance of Common Stock 438,785 -- --
Proceeds from Convertible Debentures 3,549,833 -- --
Proceeds from Exercise of Stock Options 1,214,550 912,950 112,450
Proceeds from Sale of Shares Under the
Equity Line of Credit Agreement 575,636 92,000 --
Loan Receivable - Director/Officer -- -- (1,025,000)
Advances from (Repayments to)
Stockholders 572,115 433 --
--------------------------------------------------------------------------------

Net Cash Flows from Financing Activities 6,444,459 1,005,383 (912,550)
--------------------------------------------------------------------------------

Net Increase (Decrease) in
Cash and Cash Equivalents 268,250 256,966 (1,471,734)

Cash and Cash Equivalents - Beginning
of Period -- 11,284 1,902,942
--------------------------------------------------------------------------------

Cash and Cash Equivalents - End of
Period $ 268,250 $ 268,250 $ 431,208
--------------------------------------------------------------------------------

Non-Cash Investing and Financing Activities
--------------------------------------------------------------------------------

Acquisition of Property and Equipment
via Stockholder Contribution $ 34,020 $ -- $ --
Short-Swing Profit on Insider Trading -
Offset Against Due to Stockholders $ 408,078 $ -- $ --
Exercise of Stock Options $ 279,000 $ 279,000 $ --
Offsetting of Stockholders Receivable
and Payables $ 728,000 $ 728,000 $ --
Debentures Converted to Common Stock $ 3,549,833 $ -- $ 197,727
Investment in Affiliate $ 207,360 $ -- $ --
Deferred Royalty Revenue $ (207,360) $ -- $ --
--------------------------------------------------------------------------------




The accompanying notes are an integral part of this financial statement.


See Accountants` Review Report


--------------------------------------------------------------------------------
L.A.M. PHARMACEUTICAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Lewiston, New York
NOTES TO FINANCIAL STATEMENTS



--------------------------------------------------------------------------------

Note A - Basis of Presentation
The condensed financial statements of L.A.M. Pharmaceutical, Corp. (the "Company") included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures normally included in financial statements prepared in conjunction with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed financial statements should be read in conjunction with the annual audited financial statements and the notes thereto included in the Company`s Form 10-KSB, and other reports filed with the SEC.

The accompanying unaudited interim financial statements reflect all adjustments of a normal and recurring nature, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year as a whole. Factors that affect the comparability of financial data from year to year and for comparable interim periods include non-recurring expenses associated with market launch of new products, the Company`s registration with the SEC, costs incurred to raise capital, acquisitions of patents and trademarks, and stock options and awards.

Reclassifications
Certain amounts in the prior year financial statements have been reclassified to conform with the current year presentation.

Note B - Receivable - Director/Officer Between February and April 2001, Alan Drizen, the Company`s President, borrowed $1,075,000 from the Company. The amounts borrowed were used by Mr. Drizen to purchase shares of the Company`s common stock in an effort to stabilize the share price in the face of extensive short selling of the shares. Mr. Drizen agreed to pay this amount to the Company, together with interest at 6% per year, in accordance with the terms of a promissory note. The note provided for a series of periodic payments with the unpaid amount of the note, together with any accrued and unpaid interest, due on March 31, 2002.

As a result of Mr. Drizen`s purchases and sales of the Company`s common stock between October 2000 and May 2001, the Company was entitled to a recoverable profit of $408,078 from Mr. Drizen, computed in accordance with Section 16(b) of the Securities Exchange Act of 1934. During 2001, this amount was applied to reduce the amount that the Company owed to Mr. Drizen with the offset being to additional paid-in capital.

During March 2002, Mr. Drizen and the Company agreed that the balance of $548,361 owed by the Company to Mr. Drizen at December 31, 2001, included in amounts due to stockholders, would be offset against the remaining amount due pursuant to Mr. Drizen`s promissory note. In addition, two other Directors and stockholders agreed with Mr. Drizen to apply a portion of their receivables from the Company, included in amounts due to stockholders, against the amounts due by Mr. Drizen in an amount sufficient to offset the remaining balance due on Mr. Drizen`s promissory note. Following these offset arrangements, Mr. Drizen`s promissory note was paid in full.

- continued -



--------------------------------------------------------------------------------
L.A.M. PHARMACEUTICAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Lewiston, New York
NOTES TO FINANCIAL STATEMENTS



--------------------------------------------------------------------------------

Note B - Receivable - Director/Officer - continued

In February 2002, Mr. Drizen exercised options to acquire a total of 1,050,000 shares for a total option amount of $435,000. At March 31, 2002, $279,000 of the option amount remained unpaid. During April 2002, an additional $175,000 was paid by Mr. Drizen.

Note C - Equity Line of Credit Agreement On January 24, 2001, the Company entered into an equity line of credit agreement with Hockbury Limited in order to establish a source of funding for the development of the Company`s technology. The equity line of credit agreement establishes what is sometimes also referred to as an equity drawdown facility. The Company has issued 582,206 shares of common stock and received $575,636 in net proceeds as of March 31, 2002 under the equity line of credit agreement.

Under the equity line of credit agreement, Hockbury Limited has agreed to provide the Company with up to $20,000,000 of funding. During this period, the Company may request a drawdown under the equity line of credit by selling shares of its common stock to Hockbury Limited, and Hockbury Limited will be obligated to purchase the shares. The Company may request a drawdown once every 27 trading days, although the Company is under no obligation to request any drawdowns.

The price at which shares may be sold to Hockbury under the equity line of credit agreement is based on the daily volume weighted average price of the company`s common shares during the 22 trading days following a drawdown request, less a discount of 10%. The Company receives the purchase price less a placement agent fee payable to GKN Securities equal to 7% of the aggregate purchase price. Hockbury Limited may then resell all or a portion of these shares. GKN Securities is the placement agent which introduced Hockbury Limited to the Company and is a registered broker-dealer.

The minimum amount the Company can draw down at any one time is $100,000, and the maximum is the lesser of $1,000,000 or the amount equal to 4.5% of the weighted average price of the Company`s common stock multiplied by the total trading volume of the Company`s common stock for the sixty calendar days prior to the date of the drawdown request.

Grant of Warrants
As consideration for extending the equity line of credit, the Company granted Hockbury Limited warrants to purchase 482,893 shares of common stock at a price of $4.56 per share at any time prior to January 24, 2004. As partial consideration for GKN Securities` services as placement agent in connection with this offering, the Company granted GKN Securities warrants to purchase 455,580 shares of common stock at a price of $4.83 per share at any time prior to January 24, 2006. GKN Securities subsequently assigned warrants to purchase 209,500 shares to four employees of GKN Securities.

The fair value of these warrants using customary pricing models was approximately $1,100,000 on January 24, 2001 and is reflected in the Company`s financial statements and recorded as an expense during the three months ended March 31, 2001.



--------------------------------------------------------------------------------
L.A.M. PHARMACEUTICAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Lewiston, New York
NOTES TO FINANCIAL STATEMENTS



--------------------------------------------------------------------------------

Note D - Subsequent Events
On April 15, 2002, the Company obtained Section 510(k) approval from the U.S. Food and Drug Administration to market its proprietary L.A.M. IPM Wound Gel(TM). L.A.M. will commence marketing this product on June 3, 2002.



--------------------------------------------------------------------------------

ITEM 2. MANAGEMENT`S DISCUSSION AND ANALYSIS/ PLAN OF OPERATIONS
This Quarterly Report on Form 10-QSB contains certain statements of a forward-looking nature relating to future events or the future financial performance of L.A.M. Such statements are only predictions and the actual events or results may differ materially from the results discussed in the forward-looking statements. Factors that could cause or contribute to such differences include those discussed below as well as those discussed in other filings made by L.A.M. with the Securities and Exchange Commission, including L.A.M.`s Annual Report included in its annual filing on Form 10-KSB.

Overview

To date the Company`s principal business activities have comprised:

o Development of proprietary wound healing and trans-dermal drug delivery systems; and

o Conducting related pre-clinical studies and clinical trials.

In April 2002, L.A.M. obtained Section 510(k) approval from the U.S. Food and Drug Administration to market its proprietary L.A.M. IPM Wound Gel(TM). L.A.M. will commence marketing this product on June 3, 2002.

All of L.A.M`s other products are in the development stage. As a result, L.A.M. has not generated any significant revenues from the sale of pharmaceutical products.

Due to the previous lack of any significant revenues, to date L.A.M. has relied upon proceeds realized from the public and private sale of its common stock and convertible debentures to meet its funding requirements. Funds raised by L.A.M. have been expended primarily in connection with research, development, clinical studies and administrative costs. Until significant revenues commence from commercial sale of its products, commencing with L.A.M. IPM Wound Gel(TM) in the second half of 2002, L.A.M. will require to fund its operations through the sale of securities, debt financing or other arrangements. However, there can be no assurance that such financing will be available or be available on favorable terms.

Summary Financial Data

Income Statement Data:


Quarter Ended Quarter Ended
March 31, 2002 March 31, 2001



Sales $ -- $ --
Operating Expenses (501,919) (500,064)
Financial Accounting Expenses
Not Requiring Use of Cash (973,379) (1,168,192)
Interest Income -- 533
------------------ ----------------
Net Loss $(1,475,298) $(1,667,723)
============ ============





--------------------------------------------------------------------------------


Balance Sheet Data:
March 31, 2002 December 31, 2001
-------------- -----------------

Current Assets $733,287 $158,811
Total Assets 1,397,431 769,318
Current Liabilities 610,790 601,999
Total Liabilities 982,187 1,657,396
Working Capital (Deficiency) 122,497 (443,188)
Stockholders` Equity (Deficit) 415,244 (888,078)




Results of Operations

Three months ended March 31, 2002 compared with three months ended March 31, 2001

Research and Development Expense

Research and development expenses for the three months ended March 31, 2002 increased 127% to $151,000 from $66,000 for the three months ended March 31, 2001. The increase includes activity to obtain regulatory approval (now received) for L.A.M. IPM Wound Gel(TM) and scale up production of this product to commercial batch quantities. Costs associated with these activities tend to fluctuate from period to period depending on the status and timing of the individual projects in process.

Marketing and Business Development Expense

Marketing and business development expense for the three months ended March 31, 2002 increased 417% to $162,000 from $31,000 for the three months ended March 31, 2001. The increase reflects the build up of marketing management and resources and promotional activity in preparation for the market launch of L.A.M. IPM Wound Gel(TM) in June 2002.

General and Administrative Expenses

General and administrative expenses for the three months ended March 31, 2002 decreased 53% to $190,000 from $402,000 for the three months ended March 31, 2001. The decrease is partially due to costs incurred in 2001 to arrange the equity line of credit which did not recur in 2002. In addition, there was a reduction in legal, auditing and other expenditures in connection with regulatory filings with the Securities and Exchange Commission in the first quarter of 2002. Investor relations expense also decreased due to non-recurrence of the exceptional level of activity in the previous year. This was offset by costs attributable to the new laboratory facility and offices in Lewiston and additions to the senior management team, to prepare for the market launch of the L.A.M. IPM Wound Gel(TM) in June 2002.

The primary components of general and administrative expenses for the three months ended March 31, 2002 and 2001 were as follows:



--------------------------------------------------------------------------------

2002 2001
---- ----

Officers` salaries $ 56,000 $ 30,000
Employee salaries and benefits 51,439 16,758
Less: Salaries classified as
Research & Development (15,750) (18,000)
Investor Relations 47,903 92,533
Commissions and other costs in
connection with financings - 25,000
Financial banking and consulting - 147,000
Legal and auditing (including SEC
filings) 47,048 74,939
Other expenses 29,115 34,104
----------- -----------
Total $ 215,755 $ 402,334
========= =========




Interest Expense

Interest expense for the three months ended March 31, 2002 decreased 83% to $11,000 from $61,000 for three months ended March 31, 2001 following the conversion or repayment of all remaining convertible debentures during 2001.

Share and Option Grants

L.A.M. is required to recognize non-cash expenses which represent the deemed fair value of grants of stock options and of stock for services, calculated in accordance with US generally accepted accounting principles. These deemed non-cash costs, which are accounted for by correspondingly increasing the company`s paid in capital, totaled $949,000 during the three months ended March 31, 2002. There were no such costs in the first quarter of 2001.

The majority of these costs were attributable to options granted to a director for services performed, and to the repricing and extension of a number of existing options to compensate for the earlier fall in L.A.M.`s share price.

Warrants Issued on Equity Line of Credit

The expense of $1,100,000 for the three months ended March 31, 2001 represents the fair value of the warrants issued to Hockbury Limited in connection with the equity line of credit and the warrants issued to GKN Securities as placement agent for the equity line.

Liquidity and Sources of Capital

Three Months Ended March 31, 2002

L.A.M`s primary source of liquidity was cash and cash equivalents as of March 31, 2002 of approximately $268,000, compared with approximately $11,000 at December 31, 2001. Working capital (deficiency) improved from approximately $(443,000) as of December 31, 2001 to $122,000 as of March 31, 2002.



--------------------------------------------------------------------------------
L.A.M.`s operations used approximately $680,000 in cash during the three months ended March 31, 2002. This included a $191,000 increase in prepaid expenses connected with preparation for launch of L.A.M. IPM Wound Gel(TM), partly offset by smaller reductions in other receivable and inventory and a small increase in accounts payable and accrued expenses.
During this period L.A.M. also spent $68,000 for patents, trademarks, and equipment purchases.

Cash required during the three months ended March 31, 2002 came principally from proceeds from the exercise of stock options amounting to $913,000 and from the sale of shares under the equity line of credit agreement amounting to $92,000.

On January 24, 2001, the Company entered into an equity line of credit agreement, or equity drawdown facility, with Hockbury Limited in order to establish a source of funding for the development of the Company`s technology. To March 31, 2002, the Company has issued a total of 582,206 shares of common stock and received $575,636 in net proceeds under the equity line of credit agreement.

Under the equity line of credit agreement, Hockbury Limited has agreed to provide the Company with up to $20,000,000 of funding during the twenty-month period commencing April 25, 2001. During this period, the Company may draw down against the equity line of credit by selling shares of its common stock to Hockbury Limited, and Hockbury Limited is obligated to purchase the shares. The Company may request a drawdown once every 27 trading days, although the Company is under no obligation to request any drawdowns.

The price at which shares may be sold to Hockbury under the equity line of credit agreement is based on the daily volume weighted average price of the company`s common shares during the 22 trading days following a drawdown request, less a discount of 10%. The Company receives the purchase price less a placement agent fee payable to GKN Securities equal to 7% of the aggregate purchase price. Hockbury Limited may then resell all or a portion of these shares. GKN Securities is the placement agent which introduced Hockbury Limited to the Company and is a registered broker-dealer.

The minimum amount the Company can draw down at any one time is $100,000, and the maximum is the lesser of $1,000,000 or the amount equal to 4.5% of the weighted average price of the Company`s common stock multiplied by the total trading volume of the Company`s common stock for the sixty calendar days prior to the date of the drawdown request.

During March 2002, Mr. Drizen and the Company agreed that the balance of $548,361 owed by the Company to Mr. Drizen at December 31, 2001, included in amounts due to stockholders, would be offset against the remaining amount due pursuant to Mr. Drizen`s promissory note. In addition, two other Directors and stockholders agreed with Mr. Drizen to apply a portion of their receivables from the Company, included in amounts due to stockholders, against the amounts due by Mr. Drizen in an amount sufficient to offset the remaining balance due on Mr. Drizen`s promissory note. Following these offset arrangements, Mr. Drizen`s promissory note was paid in full.



--------------------------------------------------------------------------------
In February 2002, Mr. Drizen exercised options to acquire a total of 1,050,000 shares for a total option amount of $435,000. At March 31, 2002, $279,000 of the option amount remained unpaid. During April 2002, an additional $175,000 was paid by Mr. Drizen.
Plan of Operation

During the twelve months ending December 31, 2002 L.A.M. will:

o Commence marketing L.A.M. IPM Wound Gel(TM)on June 3, 2002.

o Continue its program to develop and commercialize other products based on its wound healing technology

o Continue supporting the next phase of Ixora`s program to commercialize L.A.M.`s sexual dysfunction products

o Continue to develop its motion sickness patch systems in cooperation with major multinational partners

o Continue testing L.A.M.`s skin care products with a view to licensing L.A.M. Ionic Polymer Matrix(TM) technology to third parties for use in products which will be classified as cosmetics or OTC drugs.

o Continue to seek and develop strategic relationships with companies interested in using the L.A.M. Ionic Polymer Matrix(TM) technology in conjunction with existing and future ethical, OTC and cosmetic products.

During this twelve-month period L.A.M. anticipates hiring up to four additional technical and marketing employees.

During this period, L.A.M. expects that it will spend between $300,000 and $400,000 on research, development, and clinical studies relating to the L.A.M. Ionic Polymer Matrix(TM) technology, and $600,000 to $800,000 on marketing and business development, in particular in respect of the market launch of L.A.M. IPM Wound Gel(TM). L.A.M. plans to use its existing financial resources as well as the proceeds from the sale of its common stock under the equity line of credit agreement with Hockbury Limited to fund its capital requirements during this period. It should be noted that substantial funds may be needed for more extensive research and clinical studies before L.A.M. will be able to sell other products on a commercial basis.

Other than funding requirements in respect of the market launch of L.A.M. IPM Wound Gel(TM), for its research and development activities in respect of its L.A.M. Ionic Polymer Matrix(TM) technology and for general operating losses, L.A.M. does not have any material capital commitments.



--------------------------------------------------------------------------------


PART II
OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

No exhibits are filed with this report

(b) Reports on Form 8-K

The Company did not file any reports on Form 8-K during the quarter ending March 31, 2002.



--------------------------------------------------------------------------------

SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized


L.A.M. PHARMACEUTICAL CORP.


By: /s/ Joseph Slechta
--------------------------------------
Joseph Slechta, President and Principal
Financial Officer





Date: May 14, 2002

[434]

Liebe Leute,die Berichte sind ja schön und gut aber es wäre toll,wenn wenigstens derart große berichte auf deutsch übersetzt würden, damit auch so jemand wie ich der seit 20 Jahren kein Englisch mehr in der Schule hatte wenigstens halbwegs versteht,worum es geht??
Kann das einer von Euch wenigstens halbwegs übersetzen??
Vielen Dank im vorraus!!
MFG Uwe