January 6, 2005
Via U.S. Mail and Facsimile
Dr. Anchana Chayawatana
Lam Liang Corp.
#2202 The Lakes,
123 Rachidapisek Road
Bangkok 10110 Thailand
RE: Lam Liang Corp.
Registration Statement on Form SB-2
File No.: 333-121127
Filed: December 10, 2004
Dear Dr. Chayawatana:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments. Please note that the referenced page numbers refer to
the
"marked" copy of the prospectus.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. Section (a)(2) of Rule 419 defines a blank-check company as a
company that is issuing penny stock that is "a development stage
company that has no specific business plan or purpose or has
indicated that its business plan is to engage in a merger or
acquisition with an unidentified company or companies, or other
entity." In discussing this definition in the adopting release,
the
Commission stated that it would "scrutinize...offerings for
attempts
to create the appearance that the registrant...has a specific
business plan, in an effort to avoid the application of Rule 419."
See Security Act Release No. 33-6932 (April 28, 1992).
Your disclosure indicates that you are a development stage company
that has no revenues, no assets, no contracts or agreements with
customers or suppliers and have conducted no business activity
other
than raising initial capital and filing this registration
statement.
Moreover, your President and Chairman of the Board, Dr. Anchana
Chayawatana, has a track record with DrGoodTeeth.com, a company
whose
registration statement on Form 10-SB became effective by operation
of
law in 2000. The periodic reports filed by DrGoodTeeth.com
indicate
that the company took no steps to advance implementation of its
disclosed business plan of operating an online dental resource
website business. Subsequent to effectiveness of the registration
statement, DrGoodTeeth.com merged and changed its name to American
Oil & Gas Inc., which resulted in, among other things, the
resignation of Dr. Anchana Chayawatana as President. These and
other
facts suggest that that your proposed business is commensurate in
scope with the uncertainty ordinarily associated with a blank-
check
company and should comply with Rule 419. Please revise the
registration statement as appropriate.
2. Please confirm that you currently have no plans to engage in a
merger, acquisition, or business reorganization.
Outside Back Cover Page
3. Please disclose the information required by Item 502(b) of
Regulation S-B.
Risk Factors, page 6
4. In your seventh risk factor titled "Our business operations
could
be severely impacted or shut down as a result of political or
economic instability and/or terrorist activities. . ." you note
that
violence is expected to intensify in the south and any terrorist
or
threatened terrorist activities in or near where you manufacture
your
products could severely restrict your business operations. Please
consider revising this risk factor to place the risk in context
with
specific disclosure about the location of your planned operations.
5. Please consider a risk factor that addresses your lack of
trademark or other intellectual property protection for your
proposed
products. We note disclosure to this effect in the Business
section.
6. The subheadings of some of your risk factors merely state facts
and do not adequately reflect the risks that follow. Please
revise
your subheadings to succinctly state the risks you discuss in the
text. We refer you to "A Plain English Handbook - How to Create
Clear SEC Disclosure Documents," issued by the Office of Investor
Education and Assistance, which is available on our website at
www.sec.gov, and the updated version of Staff Legal Bulletin No.
7,
dated June 7, 1999. Please refer to risk factors 2, 10, and 15.
7. Since all companies rely on their key personnel, clearly
explain
how this specific risk applies to your company. Please expand on
the
risk posed by losing the services of your president. It appears
that
this risk factor may be generic. Please revise as appropriate.
8. Because your President and Chief Executive Officer currently
has
two other jobs as a dentist, please consider including a risk
factor
that addresses the possibility that he may not have enough time to
devote to the company to get it to become operational.
9. We note that some of your risk factors contain the risk that
your
business may be adversely affected. Because these risks appear to
be
generic in nature, please revise them in order to highlight the
actual impact the facts discussed will have on you. Please refer
to
risk factors 4, 5, and 6.
Dilution of the Price you Pay for Your Shares, page 12
10. Regarding the cause of dilution, please clarify that it arises
from the discrepancy between the higher purchase price investors
will
pay for their shares and the lower book value of the shares held
by
your existing stockholder. The disclosure that it arises "mainly
as
a result of [your] arbitrary determination of the offering price"
does not fully explain why dilution arises.
Plan of Distribution, page 13
11. We note that you will receive $50,000 in net proceeds from
this
offering and that $5,000 will be used for offering expenses. We
also
note your statement that you will hold all money in a bank account
until all $55,000 from the offering is received and return all
proceeds should the offering not be completed. In light of the
fact
that $5,000 will be used for the offering expenses, please
disclose
how you will be able to return the entire $55,000. If your
officers
and directors will advance the offering expenses please disclose
this
fact and whether you have entered into any agreements to reimburse
them from the offering proceeds. File any agreements as exhibits
with your next amendment.
Directors, Executive Officers, Promoters and Control Persons, page
15
12. Please disclose the time period Prapaipan Chayawatana worked
for
Krua Magazine and the nature of Krua Magazine`s business.
13. Please disclose the nature of Anongnat Chansangachom`s duties
at
Asia Part Co., Ltd.
Description of Our Business, page 20
General Information, page 20
14. We note that in November 2004 you acquired a 99.94% interest
in
Maha San Lam Liang Co., Ltd. Please disclose when Maha San Lam
Liang
Co., Ltd. was formed and describe the nature of its business, if
any,
and the business purpose of this acquisition. Additionally,
please
disclose the cost of this acquisition. See Item 101(a) of
Regulation
S-B.
Principal Products and Markets, page 21
15. It appears that the references made to products throughout the
"Description of Our Business" section imply that you currently
have
products. Because you have not yet begun operations, please
clarify
throughout the prospectus that these are intended or potential
products.
16. Please avoid the use of language that can be construed as
promotional. For instance, please refer to terms such as "high
fashion" and "trend setter."
17. We note your statement that your bags will be made of high
quality materials and that they will be hand finished. Please
describe the materials you will use, how they will be
differentiated
from the materials used by other manufactures, and how the
production
of your anticipated hand finished bags will affect the costs of
production.
18. You should disclose the factual basis for, and context of,
your
beliefs, understandings, estimates, and opinions throughout the
prospectus. This is particularly true for all projections,
statistics, and assertions about relevant industries. Where the
bases for such assertions are studies, reports, surveys, or
management`s opinion, kindly
* identify with specificity the source of such data or the
identity
of the party performing the surveys;
* disclose any relationship that you may have to the publisher of
the
document, the source of information, and/or the party performing
the
survey; and
* describe the nature and date of the studies or surveys.
19. Please disclose the basis for your belief that you will be
able
to successfully operate in a highly competitive market.
20. Please disclose the name of the party currently designing your
bags, the costs of this design process, and the amount of money
expended in this endeavor. Disclose the material terms of any
contract(s) entered into with product designer(s) and file these
contracts as exhibits. If you are not using the services of a
third-
party then disclose which employee is designing your product.
21. Please disclose any marketing or product research undertaken
to
support your statement that you are designing bags using the
latest
color trends and patterns.
22. Please disclose how you will accomplish the ergonomic design
of
your bags. For instance, does this type of design require
particular
expertise?
23. We note your statement that your bags "will initially be sold
in
Thailand and through an online internet store to fashion
conscious,
affluent customers who shop in high-end boutiques and department
stores and who want to be seen with the latest, trendiest
accessories." Please disclose your marketing plans in greater
detail.
Distribution Methods of the Products, page 22
24. Please disclose the employee responsible for the design of
your
web site and describe your web site plans in greater detail. For
instance, disclose the language the site will be in and how you
intend to service the international market.
25. Please disclose the basis for estimates of delivery time and
disclose the estimated costs of delivery.
Customer Service, page 23
26. Please identify the employee(s) responsible for customer
service.
Competition, page 24
27. Please provide a basis for your statement that you are in a
niche
market with few competitors. Please elaborate as to how you
conducted your market research.
28. In light of the fact that Marka recently commenced operations,
please explain why they are your main competitor simply because
they
exclusively make laptop computer bags.
29. Please clarify whether competition in your industry is based
primarily on price, style or a combination of both.
Government and Industry Regulation, page 25
30. We note your statements that you will need to apply for export
licenses and sales permits in the areas you may operate
internationally and that you hope to be able to expand your sales
into the United States and elsewhere. Please address the various
regulations and costs of doing business internationally in more
detail. Please refer to Item 101(b)(8) of Regulation S-B.
Management`s Discussion and Analysis or Plan of Operation, page 26
31. Please discuss your plan of operations for the next twelve
months
as required by Item 303(a) of Regulation S-B. Include more
detailed
milestones to your business plan, taking the company to the point
of
generating first revenues, the costs associated with each
milestone,
and the employees responsible for each aspect of the business
plan.
32. Please disclose how long you can satisfy your cash
requirements
as required by Item 303(a)(1)(i) of Regulation S-B.
33. We note that the selected financial balance sheet data you
present does not agree to your audited Balance Sheet, Statement of
Stockholders` Equity, or your Statement of Cash Flows. Please
revise
your filing to present the appropriate balances for total assets
and
stockholders` equity.
Description of Property, page 27
34. When executed please file your office lease as an exhibit.
Market for Common Equity and Related Stockholder Matters, page 28
35. We note your statement that you intend to apply to have your
common stock listed for quotation on the OTCBB. Our
understanding
is that the OTCBB is not an issuer listing service and that only a
market maker can apply on the OTCBB. Please instead discuss
whether
you have contacted an authorized OTCBB market maker for
sponsorship
of your securities on the OTCBB.
Certain Relationships and Related Transactions, page 27
36. Please name Alan Teegardin as a promoter. Additionally,
please
advise us supplementally of Mr. Teegardin`s involvement as an
incorporator of other companies, including blank check companies,
as
well as how your officers and directors became acquainted with
him.
Recent Sales of Unregistered Securities
37. Please provide the information required by Item 701(d) of
Regulation S-B for the transaction between you and Mr. Teegardin.
38. We note your statement that the sale of shares from Mr.
Teegardin
to Dr. Anchana Chayawatana was done in reliance on Section 4(2) of
the Securities Act. Because Section 4(2) applies to transactions
by
issuers not involving a public offering, please advise us as to
the
basis for your reliance on this exemption.
Exhibits
39. Please file a form of the subscription agreement as an
exhibit.
Note that we may have comments on the subscription agreement.
40. Because Lam Liang Corp. is not eligible to conduct a delayed
offering, please remove the statement in the legality opinion that
the ". . . Securities may be issued from time to time on a delayed
or
continuous basis."
Closing Comments
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We direct your attention to Rules 460 and 461 regarding
requesting
acceleration of a registration statement. Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration. Please provide this
request
at least two business days in advance of the requested effective
date.
You may contact Tracey McKoy at (202) 824-5486or Alfred Pavot
at
(202) 942-1764 if you have questions regarding comments on the
financial statements and related matters. Please contact Craig
Slivka at (202) 942-7470 with any other questions.
Sincerely,
Pamela Long
Assistant Director
cc: Michael M. Kessler, Esq.
(916) 239-4008
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404
DIVISION OF
CORPORATION FINANCE