LAMY Swings to Profit Amidst Leadership Shake-Up, Faces Going Concern Warning

Ticker: LMMY · Form: 10-K · Filed: Oct 17, 2025 · CIK: 1939937

Sentiment: mixed

Topics: eLearning, Gaming, Financial Literacy, Going Concern, Change of Control, Startup, OTC Markets

Related Tickers: LMMY

TL;DR

**LMMY is a high-risk gamble; a new CEO and a surprise profit don't erase the going concern warning and zero cash balance.**

AI Summary

LAMY, a development-stage company focused on an eLearning and gaming platform called 'twoplus1' for financial literacy, reported a significant shift in its financial performance for the fiscal year ended May 31, 2025. The company generated $3,750 in revenues, a decrease from $11,500 in the prior fiscal year. Despite this revenue decline, LAMY achieved a net income of $51,395 for the fiscal year ended May 31, 2025, a substantial improvement from a net loss of $25,807 in the fiscal year ended May 31, 2024. Operating expenses increased slightly to $31,843 in 2025 from $28,076 in 2024. A major change in control occurred on December 6, 2024, with Zhang Shengwu acquiring 67.51% of outstanding common stock for $335,910, leading to the resignation of Dwight Witmer and Stephen Townsend, and Mr. Shengwu's appointment as Sole Director, President, CEO, and Secretary. The company has no cash as of May 31, 2025, and its independent auditor issued a going-concern opinion, citing recurring losses and limited operations. LAMY plans to implement a formal cybersecurity risk management program by the end of 2025.

Why It Matters

LAMY's transition to net income of $51,395, despite declining revenues, is a critical development for investors, suggesting potential operational efficiencies or one-time gains that warrant closer inspection. The recent change in control, with Zhang Shengwu acquiring 67.51% of the company for $335,910 and assuming all key executive roles, signals a new strategic direction, though the business plan remains unchanged. However, the independent auditor's going-concern opinion and zero cash balance as of May 31, 2025, highlight severe liquidity challenges, posing significant risks to employees and customers dependent on the 'twoplus1' platform's future. In the competitive eLearning and gaming market, LAMY's ability to secure additional capital is paramount for its survival and to challenge larger, more established players.

Risk Assessment

Risk Level: high — LAMY faces a high risk level due to its independent auditor issuing a 'going-concern' opinion, explicitly stating 'substantial doubt' about its ability to continue operations for the next twelve months. This is compounded by having $0 cash and no working capital as of May 31, 2025, indicating severe liquidity issues that threaten its ability to fund future operations and marketing for its 'twoplus1' platform.

Analyst Insight

Investors should approach LMMY with extreme caution, recognizing the significant 'going concern' risk and zero cash balance. Await further disclosures on how the new management, led by Zhang Shengwu, plans to secure substantial funding and address the liquidity crisis before considering any investment.

Financial Highlights

debt To Equity
N/A
revenue
$3,750
operating Margin
N/A
total Assets
N/A
total Debt
N/A
net Income
$51,395
eps
N/A
gross Margin
N/A
cash Position
$0
revenue Growth
-67.39%

Revenue Breakdown

SegmentRevenueGrowth
eLearning and Gaming Platform (twoplus1)$3,750-67.39%

Key Numbers

Key Players & Entities

FAQ

What were LAMY's revenues and net income for the fiscal year ended May 31, 2025?

For the fiscal year ended May 31, 2025, LAMY generated $3,750 in revenues and reported a net income of $51,395. This compares to $11,500 in revenues and a net loss of $25,807 in the fiscal year ended May 31, 2024.

Who acquired control of LAMY and when did this occur?

Zhang Shengwu acquired control of LAMY on December 6, 2024. He purchased 5,250,000 shares, representing approximately 67.51% of the outstanding common stock, for a total cash consideration of $335,910.

What is the significance of the 'going concern' opinion for LAMY?

The 'going concern' opinion from LAMY's independent auditor indicates substantial doubt about the company's ability to continue as an ongoing business for the next twelve months. This is primarily due to recurring losses and limited operations, as well as having no cash as of May 31, 2025.

What is LAMY's primary business strategy?

LAMY is a startup developing a business targeting the eLearning and gaming markets by teaching financial knowledge and resource management to children. Its product, 'twoplus1', is an educational platform and video game offering an immersive learning experience in finance and real estate for a subscription fee.

What is LAMY's current cash position and working capital?

As of May 31, 2025, LAMY had no cash and no working capital. This is a decline from May 31, 2024, when the company had $1,028 in cash and a working capital deficit of $1,205.

Has LAMY implemented a cybersecurity risk management program?

LAMY has not yet implemented a formal cybersecurity risk management program but intends to do so before the end of 2025. The company plans to integrate this program into its overall risk management processes under the oversight of its Board of Directors.

What changes occurred in LAMY's management following the change in control?

On December 6, 2024, Dwight Witmer resigned as Director, CEO, CFO, and Secretary, and Stephen Townsend resigned as Director and COO. Zhang Shengwu was then appointed as the Sole Director, President, Chief Executive Officer, and Secretary of LAMY.

Where does LAMY's common stock trade and what has been its price range?

LAMY's common stock, with the trading symbol 'LMMY', trades on the OTCID platform of OTC Markets. Since trading began in October 2024, closing sales prices have ranged from a low of $0.085 to a high of $10.00, with sporadic trading.

What intellectual property does LAMY currently protect?

LAMY has trademark protected its 'twoplus1' brand in the United Kingdom and is in the process of doing the same in other key regions. This intellectual property is central to its eLearning and gaming business model.

What was the change in LAMY's independent registered public accounting firm?

On June 11, 2024, LAMY's Board of Directors approved the engagement of Boladale Lawal & Co (BLC) as the new independent registered public accounting firm for the fiscal year ended May 31, 2024, and dismissed Bush and Associates CPA ('Bush'). Bush and Associates CPA never issued an audit opinion on LAMY's financial statements.

Risk Factors

Industry Context

LAMY operates in the competitive eLearning and gaming markets, aiming to differentiate its 'twoplus1' platform through financial literacy education. The sector is characterized by rapid technological advancements and a growing demand for engaging educational content. Success hinges on innovative delivery methods and effective monetization strategies within a crowded digital landscape.

Regulatory Implications

As a company dealing with financial literacy and potentially virtual property transactions, LAMY may face scrutiny regarding consumer protection and data privacy regulations. The planned implementation of a cybersecurity program by the end of 2025 is a proactive step to mitigate risks associated with data breaches and ensure compliance.

What Investors Should Do

  1. Monitor cash burn and future funding rounds.
  2. Evaluate the 'twoplus1' platform's market traction and revenue potential.
  3. Assess the impact of the new leadership under Zhang Shengwu.

Key Dates

Glossary

Development-stage company
A company that has a plan or program to commence a business but has not yet generated significant revenues or established a business plan. (LAMY is classified as a development-stage company, highlighting its early-stage operations and lack of substantial revenue history.)
Going-concern opinion
A statement by an independent auditor indicating that there is substantial doubt about a company's ability to continue operating for the next twelve months. (The auditor's going-concern opinion for LAMY signals significant financial instability and potential business failure.)
Change in control
A transaction or event that results in a change in the majority ownership or control of a company. (The acquisition of 67.51% of LAMY's stock by Zhang Shengwu represents a significant change in control, impacting leadership and strategic direction.)
twoplus1
LAMY's eLearning and gaming platform designed to teach financial literacy and resource management. (This is the core product of LAMY, representing its primary business focus and revenue generation strategy.)

Year-Over-Year Comparison

For the fiscal year ended May 31, 2025, LAMY experienced a significant revenue decline of 67.39% to $3,750 from $11,500 in the prior year. Despite this, the company reported a substantial swing from a net loss of $25,807 to a net income of $51,395. Operating expenses saw a modest increase. A critical event was the change in control on December 6, 2024, with Zhang Shengwu acquiring a majority stake, leading to a complete shift in executive management. The company's cash position has deteriorated to $0 from $1,028, and the auditor has issued a going-concern opinion, highlighting increased financial risks.

Filing Stats: 4,467 words · 18 min read · ~15 pages · Grade level 16.1 · Accepted 2025-10-17 10:38:29

Key Financial Figures

Filing Documents

Risk Factors

ITEM 1A Risk Factors

Unresolved Staff Comments

ITEM 1B Unresolved Staff Comments

Cybersecurity

ITEM 1C Cybersecurity

Legal Proceedings

ITEM 3 Legal Proceedings

Mine Safety Disclosures

ITEM 4 Mine Safety Disclosures PART II

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

ITEM 5 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Management's Discussion and Analysis of Financial Condition and Results of Operations

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

Quantitative and Qualitative Disclosures about Market Risk

ITEM 7A Quantitative and Qualitative Disclosures about Market Risk

Financial Statements and Supplementary Data

ITEM 8 Financial Statements and Supplementary Data

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

ITEM 9 Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

Controls and Procedures

ITEM 9A Controls and Procedures

Other Information

ITEM 9B Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

ITEM 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections PART III

Directors, Executive Officers and Corporate Governance

ITEM 10 Directors, Executive Officers and Corporate Governance

Executive Compensation

ITEM 11 Executive Compensation

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

ITEM 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Certain Relationships and Related Transactions, and Director Independence

ITEM 13 Certain Relationships and Related Transactions, and Director Independence

Principal Accountant Fees and Services

ITEM 14 Principal Accountant Fees and Services PART IV

Exhibits and Financial Statement Schedules

ITEM 15 Exhibits and Financial Statement Schedules

Form 10-K Summary

ITEM 16 Form 10-K Summary i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (this "Annual Report") contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Private Securities Litigation Reform Act of 1995. The statements contained in this report that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipates," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this report may include, for example, statements about: our ability to select an appropriate target business or businesses; our ability to complete our initial business combination; our expectations around the performance of the prospective target business or businesses; our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements; our potential ability to obtain additional financi

Business

Item 1. Business Recent Change in Control Effective December 6, 2024, there occurred a change in control of the Company. On such date, pursuant to two separate stock purchase agreements (the "Change-in-Control Agreements"), Zhang Shengwu acquired a total of 5,250,000 shares of the Company's common stock (the "Acquired Shares"), 5,000,000 of the Acquired Shares from Dwight Witmer and 250,000 of the Acquired Shares from Stephen Townsend. The Acquired Shares represent approximately 67.51% of the outstanding shares of the Company's common stock and constitute voting control of the Company. The total consideration paid by Mr. Shengwu for the Acquired Shares was $335,910 in cash, $318,410 to Mr. Witmer and $17,500 to Mr. Townsend. In conjunction with the Change-in-Control Agreements, on December 6, 2024, Dwight Witmer resigned as a Director, CEO, CFO and Secretary of the Company, Stephen Townsend resigned as a Director and COO of the Company and Zhang Shengwu was appointed as the Sole Director, President, Chief Executive Officer and Secretary of the Company. Background The Company was incorporated in Wyoming in January of 2022. The Company's Registration Statement on Form S-1 was declared effective by the Securities and Exchange Commission on February 13, 2023. This was followed by our initial offering of shares of the Company's common stock. The initial offering concluded in May of 2023.

Business

Business Strategies We are a startup developing a business taping the eLearning market and the gaming market by teaching financial knowledge and resource management to children. The product is to be delivered through an educational platform and, in particular, a video game marketed as twoplus1 which for a competitive subscription fee will provide an immersive learning experience in finance and real estate. The game will a number of revenue-generating features deployed in the game, including a possibility to trade virtual property from which LAMY intends to generate monetary commissions. Our business has not suffered any bankruptcy, receivership or similar proceeding at any time. There have not been any material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets in or out of the ordinary course of business. The business model of our Company is deploying new technologies and trying to use innovations to reduce costs, gain competitive advantages to significantly affect the overcoming the inertia of developing economies. The relatively small costs for starting our business, ease of launching and being "closer" to the client than larger companies lower the barrier to creating and penetrating into the already narrow niche of numerous competitors in our target markets. We are not in need for any government approval of principal products or services we provide. Intellectual Properties We have trademark protected of twoplus1 brand in the United Kingdom and are in the process of doing the same in other key regions. 1

Risk Factors

Item 1A. Risk Factors Not applicable to smaller reporting companies.

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments None.

Cybersecurity

Item 1C. Cybersecurity We use, store and process data for and about our customers, employees, partners and suppliers. We have not yet implemented a formal cybersecurity risk management program designed to identify, assess and mitigate risks from cybersecurity threats to this data, our systems and business operations. We intend to implement a cybersecurity risk management program before the end of 2025. Cyber Risk Management and Strategy Under the oversight of the Board of Directors (since we do not currently have an Audit Committee), we intend to implement and maintain a risk management program that includes processes for the systematic identification, assessment, management, and treatment of cybersecurity risks. Our cybersecurity oversight and operational processes would be integrated into our overall risk management processes. We intend to implement a risk-based approach to the management of cyber threats, supported by cybersecurity technologies, including automated tools, designed to monitor, identify and address cybersecurity risks. In support of this approach, it is expected that we would have a third-party security consultant implement processes to assess, identify and manage security risks to our company, including in the pillar areas of security and compliance, application security, infrastructure security and data privacy. This process, once implemented, would include regular compliance and critical system access reviews. In addition, we intend to conduct application security assessments, vulnerability management, penetration testing, security audits and ongoing risk assessments as part of our risk management process. We expect to utilize third parties and consultants to assist in the identification and assessment of risks, including to support tabletop exercises and to conduct security testing. We intend to utilize well-known cloud-based technologies and service providers, such as Amazon AWS, Microsoft Office and Google enterprise to provide protecti

Description of Property

Item 2. Description of Property Our executive offices, which we lease, are located at 201 Allen Street Unit 10104 New York, New York 10002. This office will satisfy our needs for the foreseeable future. 2

Legal Proceedings

Item 3. Legal Proceedings We are not subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us or any of our officers or directors.

Mine Safety Disclosures

Item 4. Mine Safety Disclosures None. 3 PART II

Market for Common Equity, Related Stockholder

Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information The trading symbol for our common stock is "LMMY." Our common stock trades on the OTCID platform of OTC Markets. Since our common stock began trading in October 2024, the closing sales prices have ranged from a low of $0.085 to a high of $10.00, with sporadic trading. Registered Holders of our Common Stock As of October 16, 2025, there were approximately 30 record owners of our common stock. Dividends We have never declared or paid cash dividends on its common stock, nor do we anticipate paying cash dividends in the foreseeable future. Recent Sales of Unregistered Securities During the three months ended May 31, 2025, we had no sales of unregistered shares.

Management's Discussion and Analysis

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations We are a development-stage corporation with limited operations and limited revenues from our business operations. Our independent auditor has issued a going-concern opinion. This means that our independent auditor believes there is substantial doubt that we can continue as an on-going business for the next twelve months. We do not anticipate that we will generate significant revenues, until we have obtained sufficient funds to initiate a marketing program, of which there is no assurance. Recent Change in Control Effective December 6, 2024, there occurred a change in control of the Company On such date, pursuant to two separate stock purchase agreements (the Change-in-Control Agreements), Zhang Shengwu acquired a total of 5,250,000 shares of the Company's common stock (the Acquired Shares), 5,000,000 of the Acquired Shares from Dwight Witmer and 250,000 of the Acquired Shares from Stephen Townsend. The Acquired Shares represent approximately 67.51% of the outstanding shares of the Company's common stock and constitute voting control of the Company. The total consideration paid by Mr. Shengwu for the Acquired Shares was $335,910 in cash, $318,410 to Mr. Witmer and $17,500 to Mr. Townsend. In conjunction with the Change-in-Control Agreements, on December 6, 2024, Dwight Witmer resigned as a Director, CEO, CFO and Secretary of the Company, Stephen Townsend resigned as a Director and COO of the Company and Zhang Shengwu was appointed as the Sole Director, President, Chief Executive Officer and Secretary of the Company. No change in the Company's business plan occurred, as a result of this change in control. 4 Results of Operations Fiscal Year Ended May 31, 2025, Compared to Fiscal Year Ended May 31, 2024 . During the fiscal year ended May 31, 2025, we generated $3,750 in revenues; during the fiscal year ended May 31, 2024, we generated $11,500 in revenues. Our net i

Quantitative and Qualitative Disclosures

Item 7A. Quantitative and Qualitative Disclosures about Market Risk Not applicable to smaller reporting companies.

Financial Statements and Supplementary

Item 8. Financial Statements and Supplementary Data Please see our Financial Statements required by this Item, together with the report thereon of the Independent Registered Public Accounting Firm, beginning on page F-1 of this Annual Report.

Changes in and disagreements with Accountants

Item 9. Changes in and disagreements with Accountants on Accounting and Financial Disclosure On June 11, 2024, the Board of Directors of LAMY approved the engagement of Boladale Lawal & Co (BLC') as the Company's independent registered public accounting firm for the fiscal year ended May 31, 2024, effective immediately, and dismissed Bush and Associates CPA ('Bush"), as the Company's independent registered public accounting firm. Bush and Associates CPA never issued an audit opinion on our financial statements, and during the course of their engagement there were no disagreements with Bush and Associates CPA on any matters of accounting principles or practices, financial statement disclosure or auditing scope and procedures which, if not resolved to the satisfaction of With, would have caused Bush and Associates CPA to make reference to the matter in their audit opinion, if issued. 6

Controls and Procedures

Item 9A. Controls and Procedures Disclosure Controls and Procedures Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Our management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management's control objectives. Our management, with the participation of our Chief Executive Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Report. Based upon this evaluation, our Chief Executive Officer concluded that our disclosure controls and procedures were not effective because of the identification of a material weakness in our internal control over financial reporting which is described below. Management's Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Rule 13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and disposi

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