U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LAM LIANG CORP.
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(Exact name of registrant as specified in its charter)
Nevada 3171 20-1740044
- -------------------------- ------------------------- ------------
(State or other jurisdiction (Primary Standard (IRS Employer
of incorporation or ) Industrial Classification Identification
jurisdiction Code Number) Number)
#2202 The Lakes, 123 Rachidapisek Road
Bangkok 10110 Thailand
(661) 612-1601
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(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
Michael M. Kessler, Esq.
Lewis, Kessler & Kelsch
3406 American River Drive
Sacramento, California 95864
Telephone: (916) 239-4000
Fax: (916) 239-4008
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(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration
Statement.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act Registration Statement number of the
earlier effective Registration Statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act Registration Statement number of the earlier effective
Registration Statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the
Securities Act Registration Statement number of the earlier effective
Registration Statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
-------------------------------
Title of Number Proposed Proposed
each Class of Offering Maximum Amount of
of Securities Shares Price Aggregate Registration
to be to be per Share Offering Fee (1)
Registered Registered (2)(3) Amount
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Common Stock 1,100,000 $.05 $ 55,000 $ 6.97
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(1) Registration fee has been paid via Fedwire.
(2) This is an initial offering and no current trading market exists
for our common stock.
(3) Estimated solely for purposes of calculating the registration fee
Pursuant to Rule 457(c).
The Registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states
that this registration statement shall thereafter become effective in
accordance with section 8(a) of the Securities Act of 1933 or until the
registration statement shall become effective on such date as the
Securities and Exchange Commission, acting pursuant to such section
8(a), may determine.
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PROSPECTUS
LAM LIANG CORP.
1,100,000 Shares of Common Stock
$.05 per share
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This is the initial offering of common stock of Lam Liang Corp. and no
public market currently exists for the securities being offered. Lam
Liang Corp. is offering for sale a total of 1,100,000 shares of its
common stock on a "self-underwritten", best efforts, all-or-none basis,
which means our officers and directors will attempt to sell all of the
shares. The shares will be offered at a fixed price of $.05 per share
for a period of 180 days from the date of this prospectus, and may be
extended by our Board of Directors for an additional 90 days. There is
no minimum number of shares required to be purchased. We intend to open
a standard bank checking account to be used only for the deposit of
funds received from the sale of shares in this offering. If all shares
are not sold and the total offering amount is not deposited by the
expiration date of the offering, all monies will be returned to
investors, without interest or deduction.
Lam Liang Corp. is a development stage, start up company and currently
has limited operations. Any investment in the shares offered herein
involves a high degree of risk. You should only purchase shares if you
can afford a complete loss of your investment. BEFORE INVESTING, YOU
SHOULD CAREFULLY READ THIS PROSPECTUS AND, PARTICULARLY, THE RISK
FACTORS SECTION, BEGINNING ON PAGE 7. Neither the U.S. Securities and
Exchange Commission nor any state securities division has approved or
disapproved these securities, or determined if this prospectus is
current or complete. Any representation to the contrary is a criminal
offense.
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Offering Underwriting Proceeds to Us
Price Commissions
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Common Stock $.05 $ 0 $ 55,000
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(1) As of the date of this prospectus, there is no public trading
market for our common stock and no assurance that a public trading
market for our securities will ever develop.
(2) We will establish a separate bank account and all proceeds will be
deposited into said account until such time as the total amount of the
offering is received and all shares are sold, at which time the funds
will be released to us for use in our operations. In the event we do
not sell all of the shares before the expiration date of the offering,
all funds will be returned promptly to the subscribers, without
interest or deduction.
The information in this prospectus is not complete and may be changed.
We will not sell these securities until the registration statement
filed with the U.S. Securities and Exchange Commission for review has
been cleared of comment and is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy
these securities in any state where the offer or sale is not permitted.
Subject to Completion, Dated , 2004
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TABLE OF CONTENTS
Page No.
SUMMARY OF PROSPECTUS. . . . . . . . . . . . . . . . . . . . . 5
General Information about Our Company. . . . . . . . . . . .5
The Offering . . . . . . . . . . . . . . . . . . . . . . . .6
RISK FACTORS . . . . . . . . . . . . . . .. . . . . . . . . . . 7
RISKS ASSOCIATED WITH OUR COMPANY:. . . . . . . . . . . . . . . 7
RISKS ASSOCIATED WITH THIS OFFERING . . . . . . . . . . . . . 12
USE OF PROCEEDS. . . . . . . . . . . .. . . . . . . . . . . . . 14
DETERMINATION OF OFFERING PRICE. . . . . . . . . . . . . . . . .15
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES.. . . . . . . . . 16
PLAN OF DISTRIBUTION . . . . . . . . . . .. . . . . . . . . . 17
Offering Will be Sold by Our Officers and Directors .. . . 17
Terms of the Offering . . . . . . . . . . . . . . . . . . .17
Deposit of Offering Proceeds . . . . . . . . . .. . . . . . 17
Procedures for and Requirements for Subscribing . . . . . . 18
LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . 19
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS . . 19
EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . .20
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . .20
DESCRIPTION OF SECURITIES . . . . . . . . . . . . . . . . . . . 23
INDEMNIFICATION . . . . . . . . . . . . . . . . . . . .. . . . . 24
DESCRIPTION OF OUR BUSINESS. . . . . . . . . . . . .. . . . . . 24
General Information . . . . . . . . . . . . .. . . . . . . 24
Principal Products and Their Markets . . . .. . . . . . . . 25
Distribution Methods of the Products . . . . . . . . . . . 26
Competition . . . . . . . . . . . . . . . . . . . . . . . .27
Sources and Availability of Raw Materials . . . . . . . . .28
Dependence on One or a Few Major Customers . . . . .. . . .28
Patents and Trademarks . . . . . . . . . . . . . . . . . . 32
Government and Industry Regulation . . . . . . . . . . . .. 36
Research and Development Activities . . . . . . . . . .. . .36
Environmental Laws . . . . . . . . . . . . . . . . .. . . . 36
Employees and Employment Agreements . . . . . . .. . . . . 36
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.. . 36
DESCRIPTION OF PROPERTY . . . . . . . . . . . . . . . .. . . . . 40
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . . . . . . . .41
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.. . . . 42
EXPERTS AND LEGAL COUNSEL. . . . . . . . . . . . . . .. . . . . 44
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . 44
FINANCIAL STATEMENTS . . . . . . . . . . . . . . .. . . . . . . 44
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LAM LIANG CORP.
#2202 The Lakes, 123 Rachidapisek Road
Bangkok 10110 Thailand
SUMMARY OF PROSPECTUS
=====================
You should read the following summary together with the more detailed
business information and the financial statements and related notes
that appear elsewhere in this prospectus. In this prospectus, unless
the context otherwise denotes, references to "we," "us," "our," and
"Lam Liang" are to Lam Liang Corp.
General Information about Our Company
- -------------------------------------
Lam Liang Corp. was incorporated in the State of Nevada on October 12,
2004. We were formed to design, produce and sell fashionable computer
laptop cases for women through our subsidiary, Maha San Lam Liang Co.
Ltd., a Thai corporation, in Bangkok, Thailand. We are a development
stage company and have not yet opened for business or generated any
revenues. We have been issued a "substantial doubt" going concern
opinion from our auditors and our only asset is our cash in the bank,
consisting of $5,000 in cash generated from the issuance of shares to
our founders.
Our administrative offices are currently located at the residence of
our President, Dr. Anchana Chayawatana, which she donates to us on a
rent free basis at #2202 The Lakes, 123 Rachidapisek Road, Bangkok
10110 Thailand. We have not leased an office yet, but we have reserved
an office and anticipate signing the lease shortly with the lease to
commence January 1, 2005 for a term of one year with a renewal option
for a further one year at the end of the term. The office is located
at Unico House (Unit 12D/1) 12th Floor, 29/1 Soi Langsuan, Ploenchit
Road, Bangkok 10330 Thailand. The office space consists of
approximately 430 sq. ft. and consists of two rooms, one of which
is an office and the other which we will use as a reception area and
showroom for our bags. The monthly rent is approximately $280 US, not
including utilities. Our registered statutory office is located at 711
S. Carson Street, Suite 4, Carson City, Nevada 89701. Our fiscal year
end is October 31.
The Offering
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Following is a brief summary of this offering. Please see the Plan of
Distribution; Terms of the Offering section for a more detailed
description of the terms of the offering.
Securities Being Offered 1,100,000 shares of common stock,
par value $.001.
Offering Price per Share $.05
5
Offering Period The shares are being offered for a
period not to exceed 180 days,
unless extended by our Board of
Directors for an additional 90
days. In the event we do not sell
all of the shares before the
expiration date of the offering,
all funds raised will be promptly
returned to the investors, without
interest or deduction.
Net Proceeds to Our Company $ 50,000
Use of Proceeds We intend to use the proceeds to
pay for offering expenses and to
expand our business operations.
Number of Shares Outstanding
Before the Offering: 1,000,000
Number of Shares Outstanding
After the Offering: 2,100,000
Our officers, directors, control persons and/or affiliates do not
intend to purchase any shares in this offering.
RISK FACTORS
=============
An investment in these securities involves an exceptionally high degree
of risk and is extremely speculative in nature. Following are what we
believe are all of the material risks involved if you decide to
purchase shares in this offering.
RISKS ASSOCIATED WITH OUR COMPANY:
=================================
Since we are a development stage company, have generated no revenues
and lack an operating history, an investment in the shares offered
herein is highly risky and could result in a complete loss of your
investment if we are unsuccessful in our business plans.
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Our company was incorporated in October 2004; we have not yet commenced
our business operations; and we have not yet realized any revenues. We
have no operating history upon which an evaluation of our future
prospects can be made. Such prospects must be considered in light of
the substantial risks, expenses and difficulties encountered by new
entrants into the highly competitive fashion/computer accessories
industries. Our ability to achieve and maintain profitability and
positive cash flow is highly dependent upon a number of factors,
including our ability to attract and retain customers to purchase our
inventory, while keeping costs to a minimum. Based upon current plans,
we expect to incur operating losses in future periods as we incur
significant expenses associated with the initial startup of our
business. Further, we cannot guarantee that we will be successful in
realizing revenues or in achieving or sustaining positive cash flow at
any time in the future. Any such failure could result in the possible
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closure of our business or force us to seek additional capital through
loans or additional sales of our equity securities to continue business
operations, which would dilute the value of any shares you purchase in
this offering.
We do not yet have any substantial assets and are totally dependent
upon the proceeds of this offering to fully fund our business.
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The only cash currently available is the cash paid by our founders for
the acquisition of their shares. In the event we do not sell all of
the shares and raise the total offering proceeds, there can be no
assurance that we would be able to raise the additional funding needed
to implement our business plans or that unanticipated costs will not
increase our projected expenses for the year following completion of
this offering. Our auditors have expressed substantial doubt as to our
ability to continue as a going concern.
We cannot predict when or if we will produce revenues, which could
result in a total loss of your investment if we are unsuccessful in our
business plans.
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We have not yet produced any products and have not yet generated any
revenues from operations. In order for us to continue with our plans
and open our business, we must raise our initial capital to do so
through this offering. The timing of the completion of the milestones
needed to commence operations and generate revenues is contingent on
the success of this offering. There can be no assurance that we will
generate revenues or that revenues will be sufficient to maintain our
business. As a result, you could lose all of your investment if you
decide to purchase shares in this offering and we are not successful in
our proposed business plans.
Our continued operations depend on current fashion trends. If the
public doesn't find our products and designs suitable for purchase and
we cannot establish a customer base, our business could be adversely
affected.
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The novelty and the design of our Lam Liang brand computer bags is
important to our success and competitive position. Our inability to
develop and offer unique and fashionable products that are appealing to
our customers could harm our business. We cannot be certain that
fashionable computer bags will be appealing to or purchased by the
public. Should the demand not materialize for high fashion computer
bags, our sales could be limited and we may never realize any revenues.
In addition, there are no assurances that our future designs will be
successful and any unsuccessful designs could adversely affect our
business and any possible revenues.
The loss of Dr. Anchana Chayawatana or other key management personnel
would have an adverse impact on our future development and could
impair our ability to succeed.
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Our performance is substantially dependent upon the creative expertise
of our President, Dr. Anchana Chayawatana, and other key management
personnel, and our ability to continue to hire and retain these key
personnel. Dr. Chayawatana plans to spend as much time as needed
working with our company and our subsidiary. It may be difficult to
7
find sufficiently qualified individuals to replace Dr. Chayawatana or
other key management personnel if we were to lose any one of them. The
loss of Dr. Chayawatana or any of our key management personnel could
have a material adverse effect on our business, development, financial
condition and operating results.
The fashion and computer accessories industry is highly competitive .
If we can not successfully compete, our business may be adversely
affected.
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The fashion and computer accessories industry is intensely competitive
and fragmented. We will compete against a large number of well-
established companies with greater product and name recognition and
with substantially greater financial, marketing and distribution
capabilities than ours, as well as against a large number of small
specialty producers. Our competitors include, by way of example, Marka,
Tumi, Crumpler, Fashion Travelwares, Case Closed, Briggs & Riley, and
Samsonite, as well as other well known and respected brands. There can
be no assurance that we can compete successfully in this complex and
changing market. If we cannot successfully compete in this highly
competitive industry, our business will be adversely affected.
Our business operations could be severely impacted or shut down as a
result of political or economic instability and/or terrorist
activities, which could result in a total loss of any investment you
make in our shares.
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The terrorist situation in southern Thailand has worsened, with 112
alleged Islamic militants killed by Thai security forces in late April
and another 87 Muslim protestors dying in custody in late October. The
government has issued statements with concerns that the violence is
expected to intensify in the south after the recent Muslim deaths amid
a violent backlash from militants. Tight control by the government
helps to limit internal interracial tensions, however, any terrorist or
threatened terrorist activities in or near where we manufacture our
products could severely restrict our business operations and reduce
possible revenues. Any adverse changes to the current economy,
political climate, currency, environment for foreign businesses or
security could result in the closure of our business and loss of
revenues, which would result in a total loss of your investment.
We are subject to the many risks of doing business internationally,
including but not limited to the difficulty of enforcing liabilities in
foreign jurisdictions.
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We are a Nevada corporation and, as such, are subject to the
jurisdiction of the State of Nevada and the United States courts for
purposes of any lawsuit, action or proceeding by investors herein. An
investor would have the ability to effect service of process in any
action on the company within the United States. In addition, we are
registered as a foreign corporation doing business in Thailand and are
subject to the local laws of Thailand governing investors ability to
bring actions in foreign courts and enforce liabilities against a
foreign private issuer, or any person, based on U.S. federal securities
laws. Generally, a final and conclusive judgment obtained by investors
in U.S. courts would be recognized and enforceable against us in the
Thai courts having jurisdiction without reexamination of the merits of
the case.
8
Since all of our officers and directors reside outside the United
States, substantially all or a portion of the assets of each are
located outside the United States. As a result, it may not be possible
for investors to effect service of process within the United States
upon such persons or to enforce against them judgments obtained in
United States courts predicated upon the civil liability provisions of
the federal securities laws of the United States.
Because we operate in a foreign country, our business is subject to
foreign currency fluctuations and risks which could severely impact our
revenues and results of operations.
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We conduct business in a currency other than the U.S. Dollar, however,
the Thai Baht has traded in a fairly narrow range over the past several
years, so we currently only have limited exposure to exchange rate
fluctuations. At some point in the future, the exchange rate could
fluctuate substantially more which would cause us exposure to exchange
rate risk, as our profits would then be subject to exchange rate
fluctuations. Any broad-based regional currency crisis--possibly caused
by a revaluation of the Chinese Renminbi-could cause a major shift in
the exchange rate, as could a dramatic collapse in the US dollar. If
in the future, there are much wider fluctuations in the exchange rate,
we would attempt to reduce our transaction and translation gains and
losses associated with converting foreign currency into U.S. Dollars by
entering into foreign exchange forward contracts to hedge certain
transaction and translation exposures.
RISKS ASSOCIATED WITH THIS OFFERING:
===================================
Buying low-priced penny stocks is very risky and speculative.
- -------------------------------------------------------------
The shares being offered are defined as a penny stock under the
Securities and Exchange Act of 1934, and rules of the Commission. The
Exchange Act and such penny stock rules generally impose additional
sales practice and disclosure requirements on broker-dealers who sell
our securities to persons other than certain accredited investors who
are, generally, institutions with assets in excess of $5,000,000 or
individuals with net worth in excess of $1,000,000 or annual income
exceeding $200,000, or $300,000 jointly with spouse), or in
transactions not recommended by the broker-dealer. For transactions
covered by the penny stock rules, a broker-dealer must make a
suitability determination for each purchaser and receive the
purchaser's written agreement prior to the sale. In addition, the
broker-dealer must make certain mandated disclosures in penny stock
transactions, including the actual sale or purchase price and actual
bid and offer quotations, the compensation to be received by the
broker-dealer and certain associated persons, and deliver certain
disclosures required by the Commission. Consequently, the penny stock
rules may affect the ability of broker-dealers to make a market in or
trade our common stock and may also affect your ability to resell any
shares you may purchase in this offering in the public markets.
We are selling this offering without an underwriter and may be unable
to sell any shares.
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This offering is self-underwritten, that is, we are not going to engage
the services of an underwriter to sell the shares; we intend to sell
them through our officers and directors, who will receive no
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commissions. We will hold investment meetings and invite our friends,
acquaintances and relatives in an effort to sell the shares to them;
however, there is no guarantee that we will be able to sell any of the
shares. In the event we do not sell all of the shares before the
expiration date of the offering, all funds raised will be promptly
returned to the investors, without interest or deduction.
Due to the lack of a trading market for our securities, you may have
difficulty selling any shares you purchase in this offering.
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There is presently no demand for our common stock. There is presently
no public market for the shares being offered in this Prospectus.
While we do intend to apply for quotation in the Over-the-Counter
Bulletin Board subsequent to the completion of this offering, assuming
it is successful, we cannot guarantee that our application will be
approved and our stock listed and quoted for sale. If no market is
ever developed for our common stock, it will be difficult for you to
sell any shares you purchase in this offering. In such a case, you may
find that you are unable to achieve any benefit from your investment or
liquidate your shares without considerable delay, if at all. In
addition, if we fail to have our common stock quoted on a public
trading market, your common stock will not have a quantifiable value
and it may be difficult, if not impossible, to ever resell your shares,
resulting in an inability to realize any value from your investment.
You will incur immediate and substantial dilution of the price you pay
for your shares.
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Our existing stockholder acquired her shares at a cost substantially
less than that which you will pay for the shares you purchase in this
offering. Accordingly, any investment you make in the shares offered
herein will result in the immediate and substantial dilution of the net
tangible book value of those shares from the $.05 you pay for them.
Upon completion of the offering, the net tangible book value of your
shares will be $.026 per share, $.024 less than what you paid for them.
We will be holding all proceeds from the offering in a standard bank
checking account until all shares are sold and there is no guarantee
all of the funds will be used as outlined in this prospectus.
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All funds received from the sale of shares in this offering will be
deposited into a standard bank checking account at a local bank until
all shares are sold and the offering is closed, at which time, the
proceeds will be transferred to our business operating account. Since
the funds will not be placed into an escrow, trust or other similar
account, there can be no guarantee that any third party creditor who
might obtain a judgment or lien against us would not satisfy the
judgment or lien by executing on the bank account where the offering
proceeds are being held. In addition, there are no mechanisms in place
to insure the funds received from the sales of shares in this offering
will remain segregated until all shares are sold and/or the offering is
terminated. In any such instance, if all the offering proceeds aren't
available to us on completion of the offering, , we may not be able to
successfully implement our business plans and generate revenues, which
would result in a loss of any investment you make in our securities.
10
Our officers and directors and their affiliates may continue to
exercise significant control over our operations.
- ----------------------------------------------------------------
After the completion of this offering, our executive officers and
directors will own approximately 48% of our common stock. However,
since we only intend to offer the shares to our friends, family members
and acquaintances, we may have substantial influence in how those
shareholders vote on future corporate matters. These stockholders may
have individual interests that are different from other minority
stockholders and if they vote with us on proposed matters, we would be
able to exercise significant control over all matters requiring
stockholder approval, including the election of directors, approval
of significant corporate transactions, a change in control of the
company or other matters that could affect your ability to ever resell
your shares.
USE OF PROCEEDS
===============
We have estimated the gross proceeds from this offering to be $55,000,
assuming all shares are sold. We expect to disburse the proceeds from
this offering in the priority set forth below, during the first 12
months after successful completion of this offering:
Total Proceeds $ 55,000
Less: Estimated Offering Expenses 5,000
---------
Net Proceeds to Us: $ 50,000
---------
Rent and Utilities 4,000
Wages and Salaries 4,500
Inventory 20,000
Advertising and Marketing 10,000
Office Equipment and Furniture 2,000
Accounting and Legal 2,000
Research and Development 2,000
Office and Administration 500
Working Capital 5,000
---------
Total Net Proceeds $ 50,000
DETERMINATION OF OFFERING PRICE
-------------------------------
The offering price of the shares has been determined arbitrarily by us.
The price does not bear any relationship to our assets, book value,
earnings, or other established criteria for valuing a privately held
company. In determining the number of shares to be offered and the
offering price we took into consideration our capital structure and the
amount of money we would need to implement our business plans.
Accordingly, the offering price should not be considered an indication
of the actual value of our securities.
11
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES
=============================================
Dilution represents the difference between the offering price and the
net tangible book value per share immediately after completion of this
offering. Net tangible book value is the amount that results from
subtracting total liabilities and intangible assets from total assets.
Dilution arises mainly as a result of our arbitrary determination of
the offering price of the shares being offered. Dilution of the value
of the shares you purchase is also a result of the lower book value of
the shares held by our existing stockholder.
As of October 31, 2004, the net tangible book value of our shares was
$5,000 or approximately $.005 per share, based upon 1,000,000 shares
outstanding.
Upon completion of this Offering, but without taking into account any
change in the net tangible book value after completion of this Offering
other than that resulting from the sale of the shares and receipt of
the total proceeds of $55,000, less offering expenses of $5,000, for a
total net proceeds to us of $50,000, the net tangible book value of the
2,100,000 shares to be outstanding will be $55,000, or approximately
$.026 per Share. Accordingly, the net tangible book value of the
shares held by our existing stockholder (1,000,000 shares) will be
increased by $.021 per share without any additional investment on their
part. The purchasers of shares in this offering will incur immediate
dilution (a reduction in the net tangible book value per share from the
offering price of $.05 per Share) of $.024 per share. As a result,
after completion of the offering, the net tangible book value of the
shares held by purchasers in this offering would be $.026 per share,
reflecting an immediate reduction in the $.05 price per share they
paid for their shares.
After completion of the offering, the existing stockholder will own
approximately 48% of the total number of shares then outstanding, for
which they will have made a cash investment of $5,000, or $.005 per
Share. Upon completion of the offering, the purchasers of the shares
offered hereby will own approximately 52% of the total number of shares
then outstanding, for which they will have made a cash investment of
$55,000, or $.05 per Share.
The following table illustrates the per share dilution to the new
investors and does not give any effect to the results of any operations
subsequent to October 31, 2004:
Public Offering Price per Share $ .05
Net Tangible Book Value Prior to this Offering $ .005
Net Tangible Book Value After Offering $ .026
Immediate Dilution per Share to New Investors $ .024
The following table summarizes the number and percentage of shares
purchased, the amount and percentage of consideration paid and the
average price per Share paid by our existing and by new investors in
this offering:
12
Total
Price Number of Percent of Consideration
Per Share Shares Held Ownership Paid
--------- ----------- ---------- -------------
Existing
Stockholder $ .005 1,000,000 48% $ 5,000
Investors in
This Offering $ .05 1,100,000 52% $ 55,000
PLAN OF DISTRIBUTION
--------------------
Offering Will be Sold by Our Officers and Directors
- ---------------------------------------------------
This is a self-underwritten offering. This Prospectus is part of a
Prospectus that permits our officers and directors to sell the Shares
directly to the public, with no commission or other remuneration
payable to them for any Shares they sell. There are no plans or
arrangements to enter into any contracts or agreements to sell the
Shares with a broker or dealer. Dr. Anchana Chayawatana, Prapaipan
Chayawatana and Anongnat Chansangachom ,our officers and directors will
sell the shares and intend to offer them to friends, family members and
business acquaintances. In offering the securities on our behalf, our
officers and directors will rely on the safe harbor from broker dealer
registration set out in Rule 3a4-1 under the Securities Exchange Act of
1934.
The officers and directors will not register as broker-dealers pursuant
to Section 15 of the Securities Exchange Act of 1934, in reliance upon
Rule 3a4-1, which sets forth those conditions under which a person
associated with an Issuer may participate in the offering of the
Issuer's securities and not be deemed to be a broker-dealer.
a. None of our officers or directors are subject to a statutory
disqualification, as that term is defined in Section 3(a)(39)
of the Act, at the time of his participation; and,
b. None of our officers or directors will be compensated in
connection with their participation by the payment of
commissions or other remuneration based either directly or
indirectly on transactions in securities; and
c. None of our officers or directors are, or will be at the time
of his participation in the offering, an associated person of
a broker-dealer; and
d. All of our officers and directors meet the conditions of
paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in
that they (A) primarily perform, or are intended primarily
to perform at the end of the offering, substantial duties for
or on behalf of our company, other than in connection with
transactions in securities; and (B) are not brokers or dealers,
or been associated persons of a broker or dealer, within the
13
preceding twelve months; and (C) have not participated in
selling and offering securities for any Issuer more than once
every twelve months other than in reliance on Paragraphs
(a)(4)(i) or (a)(4)(iii).
Our officers, directors, control persons and affiliates of same do not
intend to purchase any shares in this offering.
Terms of the Offering
- ---------------------
The shares will be sold at the fixed price of $.05 per share until the
completion of the offering. There is no minimum amount of subscription
required per investor.
This offering will commence on the date of this prospectus and continue
for a period of 180 days, unless we extend the offering period for an
additional 90 days, or unless the offering is completed or otherwise
terminated by us (the "Expiration Date").
Deposit of Offering Proceeds
- -------------------------------
This is a best efforts, all or none offering and, as such, we will not
be able to spend any of the proceeds unless and until all shares are
sold and all proceeds are received. We intend to hold all monies
collected for subscriptions in a separate bank account until the total
amount of $55,000 has been received. At that time, the funds will be
transferred to our business account for use in the implementation of
our business plans. In the event the offering is not sold out prior to
the Expiration Date, all monies will be returned to investors, without
interest or deduction.
Procedures and Requirements for Subscription
- --------------------------------------------
If you decide to subscribe for any shares in this offering, you will be
required to execute a Subscription Agreement and tender it, together
with a check or certified funds to us. All checks for subscriptions
should be made payable to Lam Liang Corp.
When subscribing for shares and signing the Subscription Agreement,
purchasers will be acknowledging the following:
1. that he/she/it is financially responsible and able to purchase
the Shares;
2. that the investment may be long term and is by its nature
speculative;
3. that he/she/it is financially capable of bearing the risk of the
investment including, but not limited to, the possibility of
complete loss of all his/her/its investment and the lack of a
liquid public market, such that he/she/it may not be able to ever
liquidate the investment;
4. that he/she/it has had substantial experience in business or
investments in one or more of the following:
(i) knowledge of and investment experience with securities,
such as stocks and bonds;
14
(ii) ownership of interests in new ventures and/or start-up
companies;
(iii) experience in business and financial dealings, and can
protect his/her/its own interests in an investment of
this nature.
5. that he/she/it has received a copy of the prospectus and has had
an opportunity to ask and receive answers to questions concerning
the document and its disclosures;
6. that the Units are being acquired solely for his/her/its own
account, for investment, and are not being purchased with a view
to or for the resale or distribution thereof and that he/she/it
has no present plans to enter into any contract, undertaking,
agreement or arrangement for resale or distribution of the shares.
Potential purchasers should note that signing subscription agreements
and making the representations listed above does not relieve us of our
obligations under the Securities Act or any other laws, rules or
regulations.
LEGAL PROCEEDINGS
==================
We are not involved in any pending legal proceeding nor are we aware of
any pending or threatened litigation against us.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
============================================================
Each of our directors is elected by the stockholders to a term of one
year and serves until his or her successor is elected and qualified.
Each of our officers is elected by the Board of Directors to a term of
one year and serves until his or her successor is duly elected and
qualified, or until he or she is removed from office. The Board of
Directors has no nominating, auditing or compensation committees.
The names, addresses, ages and positions of our officers and directors
and the officers and directors of our subsidiary are set forth below:
Name and Address Age Position(s)
- ---------------- --- ---------------------
Dr. Anchana Chayawatana (1) 29 President, CEO and
#2202 The Lakes Chairman of the Board
123 Rachadapisek Road
Bangkok 10110 Thailand
Prapaipan Chayawatana (1) 57 Treasurer, CFO,
295/42 Ngarmwongwan 23 Road Principal Accounting
Nonthaburi 11000 Thailand Officer and Director
Anongnat Chansangachom 28 Secretary and Director
458/35 Sukhumvit Road
Samut Parakarn 10280 Thailand
15
The persons named above have held their offices/positions since
inception of our Company and are expected to hold said offices/
positions until the next annual meeting of our stockholders. The
officers and directors are our only officers, directors, promoters and
control persons.
(1) Dr. Anchana Chayawatana is the daughter of Prapaipan
Chayawatana.
Background Information about Our Officers and Directors
- -------------------------------------------------------
Dr. Anchana Chayawatana has been President, CEO and Chairman of the
Board of Directors of the Company and the sole officer and director of
our subsidiary, Maha San Lam Liang Co. Ltd., a privately owned Thai
corporation, since inception of both companies. From April 1998 to the
present, she has practiced dentistry at President Park Dental Care, a
private dental clinic in Bangkok, Thailand. From January 2003 to the
present, she has practiced dentistry at Bangkok Smile, a private dental
clinic in Bangkok, Thailand. From December 2002 to June 2004, she
practiced dentistry at Silom Dental Clinic, a private dental clinic in
Bangkok, Thailand. From February 2000 to December 13, 2002, she was an
officer, director and principal shareholder of DrGoodTeeth.com, a
Nevada corporation operating an online dental resource website
business, which was a public reporting company that voluntarily filed a
Form 10-SB under SEC File No. 000-31547 subject to the Exchange Act of
1934. The company's business plans were unsuccessful as Dr.
Chayawatana was unable to devote the time needed due to her attendance
in England while obtaining her graduate degree. As a result, the
company was merged and changed its name to American Oil & Gas Inc. and
Dr. Chayawatana resigned in December 2002. From April 1998 to September
2001, she was the head of the Dental Department at Sri Vichai 3
Hospital in Samut Sakorn, Thailand. Dr. Chayawatana attended Mahidol
University in Bangkok, Thailand and received a Doctor of Dental Science
degree in 1998. She attended Eastman Dental Institute at the University
College London in London, England and received a Master of Science
degree with distinction in Prosthetic Dentistry in 2002. She is a
certified Dentist in Thailand and is a member of the Dental Council of
Thailand and the Thai Prosthodontic Association. Dr. Chayawatana
devotes 15-20 hours per week to our business.
Prapaipan Chayawatana has been the Treasurer, CFO, Principal Accounting
Officer and a Director of our company since November 19, 2004. She has
been a housewife for the last 30 years, with the exception of working
on the editorial staff at Krua Magazine in Bangkok Thailand in 1995,
writing articles on Food and Cooking. She has been an avid seamstress,
designing clothes for over 40 years. Mrs. Chayawatana attended
Srinakarin Viroj University in Bangkok, Thailand and received a
Bachelor of Education degree in 1972. She also received a Bachelor of
Nutrition degree from Sukhothai Phammatiraj University, in Bangkok,
Thailand in 1985. Mrs. Chayawatan devotes full time to our business.
Anongnat Chansangachom has been the Secretary and a Director of our
company since November 19, 2004. From September 2004 to the present,
she has worked in marketing and administration for In House Dental Art
Co. Ltd., a dental lab in Bangkok, Thailand. From June 2002 to August
2004, she was the Office Manager for President Park Dental Care, a
private dental clinic in Bangkok, Thailand. From October 2002 to
November 2003, she worked part-time as a dental assistant at Boonsong
16
Dental Clinic, a private dental clinic in Samut Prakarn, Thailand.
From November 1997 to September 2002, she was Vice President of Asia
Part Co. Ltd., a manufacturer of bicycle parts in Samut Prakarn,
Thailand. Ms. Chansangachom attended Sri Patum University in Bangkok,
Thailand and received a Bachelor degree in Communication Arts, majoring
in Advertising, in 1997. She also received a Certificate in Accounting
from Kasem Polytechnique School in Bangkok, Thailand in 1993. Ms.
Shansangachom devotes approximately 5 hours per week to our business.
Section 16(a) Beneficial Ownership Reporting Compliance
- -------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires our
directors and executive officers, and persons who own more than ten
percent of our common stock, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes of
ownership of our common stock. Officers, directors and greater than ten
percent stockholders are required by SEC regulation to furnish us with
copies of all Section 16(a) forms they file.
We intend to ensure to the best of our ability that all Section 16(a)
filing requirements applicable to our officers, directors and greater
than ten percent beneficial owners are complied with in a timely
fashion.
EXECUTIVE COMPENSATION
----------------------
Currently, none of our officers and/or directors are being compensated
for their services during the development stage of our business
operations. The officers and directors are reimbursed for any out-of-
pocket expenses they incur on our behalf. In addition, in the future,
we may approve payment of salaries for our officers and directors, but
currently, no such plans have been approved. We also do not currently
have any benefits, such as health insurance, life insurance or any
other benefits available to our employees.
In addition, none of our officers, directors or employees are party to
any employment agreements.
- -----------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
- -----------------------------------------------------------------------
Annual Compensation Long-Term Comp.
Awards Payouts
Name and Wages/ Other Annual
Position(s) Year Salary Bonus Comp.
- -----------------------------------------------------------------------
<s> <c> <c> <c> <c> <c> <c>
Anchana Chayawatana 2004 $ 0 None None None None
President, CEO,
and Director
Prapaipan Chayawatana 2004 $ 0 None None None None
Treasurer, CFO,
Principal Accounting
Officer and Director
Anongnat Chansangachom 2004 $ 0 None None None None
Secretary and Director
- -----------------------------------------------------------------------
17
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
==============================================================
The following table sets forth, as of the date of this Prospectus, the
total number of shares owned beneficially by each of our directors,
officers and key employees, individually and as a group, and the
present owners of 5% or more of our total outstanding shares. The table
also reflects what such ownership will be assuming completion of the
sale of all shares in this offering, which we can't guarantee. The
stockholder listed below has direct ownership of his shares and
possesses sole voting and dispositive power with respect to the shares.
Name and Address No. of No. of Percentage
Beneficial Shares Shares of Ownership
Owner Before After Before After
Offering Offering Offering Offering
- ----------------------- --------- -------- --------------------
Anchana Chayawatana 1,000,000 1,000,000 100% 48%
#2202 The Lakes
123 Rachadapisek Road
Bangkok 10110 Thailand
- ---------------------
All Officers and
Directors as a Group 1,000,000 1,000,000 100% 48%
Lam Liang Corp. owns 99.94% (9,994 shares) of our subsidiary, Maha
San Lam Liang Co. Ltd., a privately owned Thai corporation. Pursuant
to the rules of the Thai Civil and Commercial Code, Section 1097, any
seven or more persons may, by subscribing their names to a memorandum
and otherwise complying with the provisions of the Code, form a limited
Thai company. As a result, the other .06% (6 shares) of the subsidiary
are owned by six unrelated third parties who are friends and
acquaintances of Dr. Chayawatana and who each own .01% or 1 share
of the 10,000 total shares issued and outstanding.
Future Sales by Existing Stockholder
- -------------------------------------
A total of 1,000,000 shares have been issued to our existing
stockholder, who is an officer and director, and are restricted
securities, as that term is defined in Rule 144 of the Rules and
Regulations of the SEC promulgated under the Act. Under Rule 144, such
shares can be publicly sold, subject to volume restrictions and certain
restrictions on the manner of sale, commencing one year after their
acquisition. Any sale of shares held by the existing stockholder (after
applicable restrictions expire) and/or the sale of shares purchased in
this offering (which would be immediately resalable after the
offering), may have a depressive effect on the price of our common
stock in any market that may develop, of which there can be no
assurance.
Our existing stockholder does not have any existing plans to sell her
shares at any time after this offering is complete.
18
DESCRIPTION OF SECURITIES
=========================
Common Stock
- ------------
Our authorized capital stock consists of 75,000,000 shares of common
stock, par value $.001 per share. The holders of our common stock (i)
have equal ratable rights to dividends from funds legally available
therefor, when, as and if declared by our Board of Directors; (ii) are
entitled to share in all of our assets available for distribution to
holders of common stock upon liquidation, dissolution or winding up
of our affairs; (iii) do not have preemptive, subscription or
conversion rights and there are no redemption or sinking fund
provisions or rights; and (iv) are entitled to one non-cumulative vote
per share on all matters on which stockholders may vote.
Non-cumulative Voting
- ---------------------
Holders of shares of our common stock do not have cumulative voting
rights, which means that the holders of more than 50% of the
outstanding shares, voting for the election of directors, can elect all
of the directors to be elected, if they so choose, and, in such event,
the holders of the remaining shares will not be able to elect any of
our directors. After this offering is completed, the present
stockholder will own approximately 48% of our outstanding shares and
the purchasers in this offering will own 52%.
Cash Dividends
- --------------
As of the date of this Prospectus, we have not paid any cash dividends
to stockholders. The declaration of any future cash dividend will be at
the discretion of our Board of Directors and will depend upon our
earnings, if any, our capital requirements and financial position, our
general economic conditions, and other pertinent conditions. It is our
present intention not to pay any cash dividends in the foreseeable
future, but rather to reinvest earnings, if any, in our business
operations.
INDEMNIFICATION
===============
Pursuant to certain provisions of our Articles of Incorporation and
Bylaws, we may indemnify an officer or director who is made a party to
any proceeding, including a lawsuit, because of his/her position, if
he/she acted in good faith and in a manner he/she reasonably believed
to be in our best interest. In certain cases, we may advance expenses
incurred in defending any such proceeding. To the extent that the
officer or director is successful on the merits in any such proceeding
as to which such person is to be indemnified, we must indemnify him/her
against all expenses incurred, including attorney's fees. With respect
to a derivative action, indemnity may be made only for expenses
actually and reasonably incurred in defending the proceeding, and if
the officer or director is judged liable, only by a court order. The
indemnification is intended to be to the fullest extent permitted
by the laws of the State of Nevada.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers and controlling persons
pursuant to the provisions above, or otherwise, we have been advised
19
that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities
Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities,
other than the payment by us of expenses incurred or paid by one of our
directors, officers, or controlling persons in the successful defense
of any action, suit or proceeding, is asserted by one of our directors,
officers, or controlling person sin connection with the securities
being registered, we will, unless in the opinion of our counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification is
against public policy as expressed in the Securities Act, and we will
be governed by the final adjudication of such issue.
DESCRIPTION OF OUR BUSINESS
---------------------------
General Information
- -------------------
Lam Liang Corp. was incorporated in the State of Nevada on October 12,
2004. We were formed to design, produce and sell fashionable computer
laptop cases for women. In November, 2004, we acquired 99.94% ownership
in a privately-held company, registered under the laws of Thailand
under the name of Maha San Lam Liang Co. Ltd. The company was
registered by Dr. Anchana Chayawatana and she is the sole officer and
director of the company. Dr. Anchana Chayawatana assigned all of her
right, title and interest in and to the corporation, totaling 99.94%
to us.
We are still in the development stage; have limited business
operations; and have generated no revenues. In October 2004, we were
issued an opinion by our auditors that raises substantial doubt about
our ability to continue as a going concern based on our current
financial position.
We are a Nevada corporation and, as such, are subject to the
jurisdiction of the State of Nevada and the United States courts for
purposes of any lawsuit, action or proceeding by investors herein. An
investor would have the ability to effect service of process in any
action on our company within the United States. In addition, we are
indirectly registered as a foreign corporation, through our majority
owned subsidiary, doing business in Thailand and are subject to the
local laws of Thailand governing investors ability to bring actions in
foreign courts and enforcing liabilities against a foreign private
issuers, or any person, pursuant to U.S. and Thai securities laws.
Generally, a final and conclusive judgment obtained by investors in
U.S. courts would be recognized and enforceable against us in the Thai
courts having jurisdiction without reexamination of the merits of the
case.
Since all of our officers and directors reside outside the United
States, substantially all or a portion of the assets of each are
located outside the United States. As a result, it may not be possible
for investors to effect service of process within the United States
upon such persons or to enforce against them judgments obtained in
20
United States courts predicated upon the civil liability provisions of
the federal securities laws of the United States. We have been advised
that, based on the political climate in Thailand, there is doubt as to
the enforceability of judgments obtained in U.S. Courts.
Principal Products and Markets
- ------------------------------
Our principal products are high fashion laptop computer bags that are
currently being designed. We plan to manufacture, market, distribute
and sell the products through our subsidiary, Maha San Lam Liang Co.
Ltd., under the Lam Liang brand name. We plan to initially sell our
bags in Thailand and through an online internet store. We intend to
sell exclusively women's styles. Lam Liang brand bags will be made
with high quality materials from Thailand and will be hand finished.
Although we will operate in a highly competitive market, we feel we
will be able to successfully compete with a high quality bag and
fashionable designs geared specifically to fashion conscious female
professionals.
Lam Liang brand bag designs will be based on both classic styles and
current trends. They will be stylish and elegant yet versatile enough
to be functional for all a professional women's needs. Our bags will
be oversized yet appear sleek so that they can carry a woman's daily
essentials, together with her computer laptop without looking like a
laptop computer bag. Our bags are currently being designed based on
four main concepts: colors and patterns, quality of materials and
construction, functionality and ease of use, and finally, comfort.
Our bags are being designed using the latest color trends and patterns
for the current and upcoming seasons, making them stylish and
fashionable. We will line our bags with high quality lighter colored
solids or patterns making them attractive, but at the same time serving
the purpose of making it easier to find items inside quickly. We will
use a durable material so our bags will withstand wear and tear and
endure the added weight of a laptop computer. We will use stain and
water resistant fabrics, as well as leather for trim accents.
We will have a removable compartment for a computer laptop so that the
computer can be carried separately. That compartment will be made from
the same high quality materials but will also be padded to ensure the
security of the laptop computer during transit. Our bags will contain
many separate compartments so that the contents of the bag will be
neatly organized and easily accessible. Depending on the model, there
may be separate compartments for the laptop computer, cosmetics, a
cellular phone, a personal daily assistant (PDA), keys, a pen, and
travel documents or identification cards and papers.
Our bags will be designed ergonomically so that the shape of the bag
will flow with a woman's movements. We will use comfortable yet
durable fabrics so that the feel of the bag is softer against the body.
Our bags will be designed so that the shoulder straps will distribute
the weight over a greater area making it less noticeable and causing
less physical stress.
Our Lam Liang brand 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.
21
We plan to update our product offerings twice a year while retaining
our top selling models as well. We intend to update our product line
based on the fall/winter and spring/summer fashion seasons so that we
will be seen as a trend setter in the fashion conscious laptop computer
bags market.
We are confident in the quality of our products and will offer a one
year warranty on parts and labor with all of our bags. Customers who
buy from a retailer will return their bag to where they purchased it
from who will then in turn return it to us to either be repaired or
replaced. Customers who buy from our online store will be required to
cover shipping charges to send it back to us and have it returned to
them.
Price Range of Products
- -----------------------
We intend to initially price our products between $150-$250 US. This
price is comparable to computer bags and accessories which are
currently available in the market. Most of the bags currently on the
market are black or brown leather, suede or vinyl and are designed only
for computer or work products. In local research we conducted among our
friends and acquaintances, our bags were well received at our proposed
prices.
Distribution Methods of the Products
- ------------------------------------
We initially plan to market and distribute Lam Liang brand bags in
Thailand and through an online internet store. We initially plan to
wholesale our bags to trend conscious stores, high-end boutiques and
department stores in Thailand. Once we start to become better known
and our brand name becomes recognizable, we hope to be able to expand
our sales into the United States and internationally by attending
industry and trade shows and by entering into sales agency or
distribution agreements with independent agents, each of whom would be
granted the exclusive right to market and sell Lam Liang brand bags in
a specific territory.
We are currently deigning our website ourselves and have registered the
domain name lamliang.com. We engaged the services of godaddy.com to
register our domain name and host our website. There will be no charge
for the web hosting of www.lamliang.com while it is under construction.
Once we complete the design and publish our website, we will pay
godaddy.com an annual fee of approximately $133 for web hosting and the
shopping cart software we will require to accommodate secure online
sales.
Once we have completed the design of several bags from our initial
inventory, we intend to photograph them for publication and sale on our
website.
Initially, we will fulfill all internet customer orders from our office
in Bangkok, Thailand. We will pack the items and deliver them via
Thailand Parcel Post Service or other shipping company for distribution
to consumers. We are committed to shipping accurate orders, efficiently
and in a timely manner. Delivery time is currently estimated to be
within three to five business days from the date of the receipt of the
order for domestic orders and ten to fifteen business days for
22
international orders. If we receive a substantial order, the
manufacturing and delivery time could be longer and we would contact
the customer to discuss the order and approximate delivery date and
method. We will charge each customer in advance for the shipping costs
associated with the order.
Customer Service
- ----------------
The typical shopping experience at our online store will begin with the
search for products that meet specific needs, including the ordering
process and will extend through product delivery and post-purchase
support. We believe that the ability to accurately fulfill orders, ship
products quickly to a customer's door and efficiently handle customer
inquiries is as important to customer satisfaction as a superior
product selection. We believe that a high level of customer service
and support is critical to retaining and expanding a reliable, repeat
customer base and for establishing and maintaining a trusted brand
name. Accordingly, while we currently do not have the financial
resources, or the need to employ any customer service personnel, we do
intend to develop a stringent customer service policy. Once we commence
sales, management will be available by phone or via e-mail, from 9:00
a.m. to 5:00 p.m., local Bangkok time, Monday through Friday, and
during non-business hours via voicemail. We will provide order and
shipping confirmations (with tracking numbers) or notifications of out-
of-stock items to customers via email. We are dedicated to providing
superior customer satisfaction to secure repeat customers.
Our vision is to become one of the leading suppliers of high fashion
laptop computer bags in the world to fashion conscious female
professionals and any women in general who are looking for a laptop
computer bag in a fashionable design and made with superior quality.
Money-Back Guarantee
- --------------------
As an incentive to purchase and try our bags, we will unconditionally
guarantee all unused or defective merchandise for a period of 7 days
from the receipt of shipment. If a customer is not completely satisfied
with a purchase, he/she may return any unused or defective merchandise
for a prompt refund. In addition, as a further purchase incentive, we
will pay all shipping and handling charges on return merchandise.
Sources and Availability of Raw Materials
- -----------------------------------------
We currently plan to purchase all of our materials including fabric,
thread, zippers and fasteners from both Watanaporn Panich and World
Leather Center Co. Ltd., both located in Bangkok, Thailand. We will
choose the materials we want to use and then have our manufacturer
purchase the materials on our behalf and bill us together with their
manufacturing costs, a customary business practice in Thailand. We do
not currently have any long-term agreements in place for the supply of
our fabric, thread or other raw materials, but we have chosen some
materials for our initial sample inventory. Although we plan to choose
only high quality materials in the manufacture of our bags, they are
readily available from a large number of suppliers in Thailand and
abroad. We will continually source new materials from other suppliers
who may produce different materials, materials of higher quality or
similar materials that are lower priced.
23
Manufacturing
- -------------
We plan to outsource all of our manufacturing to a third party
Currently, we plan to use the services of one contract manufacturer,
Fabric Bag Group of Khon Kaen, Thailand, to make our bags; however,
once we have completed a few designs, we intend to engage one or two
local manufacturers to bid on and make our samples. At that time, we
will decide whose services we will engage and will enter into a written
agreement with that party to manufacture our products. We have been in
preliminary discussions with Fabric Bag Group regarding the production,
whereby they would purchase the fabric and sew and finish our products
to our design and other specifications. This will enable us to
manufacture our bags without requiring a large amount of working
capital. We will inspect the fabrics and the finished goods prior to
shipping them as part of our quality control program. We plan to
continue to outsource all of our production indefinitely. Further, we
recognize that, as we grow, we will require additional contractors to
manufacturing our bags and are currently seeking additional
manufacturing sources to produce samples for us.
Competition
- -----------
The fashion industry is intensely competitive and fragmented. We will
compete against other small companies like ours, as well as large
companies that have a similar business and large marketing companies,
importers and distributors that sell products similar to or competitive
with ours. Examples of companies with whom we compete include Marka,
Tumi, Crumpler, Fashion Travelwares, Case Closed, Briggs & Riley, and
Samsonite. Marka would be our main competitor as they are the only
company we have found that exclusively makes laptop computer bags for
the fashion conscious woman that demands style, as well as
functionality. They, too, have only recently commenced operations so
they do not, as of yet, have a foothold into this market niche.
We believe that our competitive strengths will consist of the detailing
of the design, the quality of the materials and most importantly, the
uniqueness of our products. Although there are many companies that
produce laptop computer bags, most of their products are geared towards
functionality and not fashionable design. As we plan to target our
bags toward fashion conscious professional women, we feel that we are
in a niche market with few direct competitors. While conducting our
research we were unable to find many products geared directly to our
target market, but could only find one company that specialized in
producing fashionable laptop computer bags for women. Generally
speaking, the good quality laptop computer bags market, which is where
we plan to sell our products, ranges from $99 to $465 and designer
label bags such as Gucci, Prada or Louis Vuitton range from $590 to
$2,130. Our main competitor, Marka, has its bags priced in the $355 to
$465 range. We believe that our price range of $150 to $250 provides
superior value for the design and quality of Lam Liang brand bags.
Patents and Trademarks
- ----------------------
We believe our products to be unique; however, we currently have no
patents or trademarks for our products or brand name. As business is
established and operations expand, we may seek such protection.
Despite efforts to protect our proprietary rights, such as our brand
and product line names, since we have no patent or trademark rights
24
unauthorized persons may attempt to copy aspects of our business,
including our web site design, products, product information and sales
mechanics or to obtain and use information that we regard as
proprietary, such as the technology used to operate our web site and
content. Any encroachment upon our proprietary information, including
he unauthorized use of our brand name, the use of a similar name by a
competing company or a lawsuit initiated against us for infringement
upon another company's proprietary information or improper use of their
trademark, may affect our ability to create brand name recognition,
cause customer confusion and/or have a detrimental effect on our
business. Litigation or proceedings before the U.S. or International
Patent and Trademark Offices may be necessary in the future to enforce
our intellectual property rights, to protect our trade secrets and
domain name and/or to determine the validity and scope of the
proprietary rights of others. Any such litigation or adverse
proceeding could result in substantial costs and diversion of resources
and could seriously harm our business operations and/or results of
operations.
Government and Industry Regulation
- ----------------------------------
We do not require any government approval for the manufacture or
distribution of any of our intended products in Thailand; however, if
we are successful and decide to expand internationally and into the US,
we will need to apply for export licenses and the requisite sales
permits in the areas we expand into.
We are subject to regulation by the World Trade Organization.
Generally, these international trade agreements benefit our business
rather than burden it because they tend to reduce trade quotas, duties,
taxes and similar impositions. However, these trade agreements may
also impose restrictions that could have an adverse impact on our
business, by limiting the countries where we might market and sell our
products. Also, regulations in individual countries that we plan to
export our products to could always adversely change for us by imposing
or increasing quotas, duties and taxes, limiting the amount of products
we can export to their country or making our goods less competitive
compared to products exported from other countries.
Once we start to export our bags we will also have to ensure that we
comply with labeling and advertising regulations imposed by each
country that we intend to export our products to.
Research and Development Activities
- ------------------------------------
Our officers and directors have devoted substantial time researching
competitive products and materials and designing our bags; however, we
have not spent any funds on research and development activities to
date. We do not currently have a formal research and development
program, but we plan to continue to develop new products every six
months for the fall/winter and spring/summer fashion seasons.
Employees and Employment Agreements
- -----------------------------------
We currently have three employees, all of which are our executive
officers, namely, Dr. Anchana Chayawatana, Prapaipan Chayawatana and
Anongnat Chansangachom. Prapaipan Chayawatana devotes full time to our
25
business and currently is responsible for sourcing suppliers for
materials and contract manufacturers to produce our bags. Dr. Anchana
Chayawatana devotes part time or approximately 15-20 hours a week on
company organization, laying out future marketing and sales plans and
designing our products. Anongnat Chansangachom devotes part time or
approximately 5 hours per week to administration and will be involved
in marketing and sales in the future.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
=========================================================
We have generated no revenues since inception and have incurred no
expenses at October 31, 2004, our fiscal year end.
The following table provides selected financial data about our company
for the period from the date of incorporation through October 31, 2004.
For detailed financial information, see the audited financial
statements included in this prospectus.
Balance Sheet Data: 10/31/04
------------------------- -------------
Cash $ 5,000
Total assets $ 5,000
Total liabilities $ 0
Stockholders' equity $ 5,000
Other than the shares offered by this prospectus, no other source of
capital has been has been identified or sought.
To date, we have never had any discussions with any possible
acquisition candidate nor have we any intention of doing so.
Plan of Operation
- -----------------
Proposed Milestones to Implement Business Operations:
- -----------------------------------------------------
The following criteria for the milestones are based on estimates
derived from research and marketing data accumulated by our directors.
They are estimates only. The number of employees, number of initial
bags we plan to have manufactured for our inventory and the other
projected milestones are approximations only and subject to adjustment
based on costs and needs.
January/February 2005:
- ----------------------
We will produce the design, choose the materials and have our
contracted manufacturer make a prototype of our first model. We will
then make whatever changes are necessary to the prototype, as well as
any improvements to our bag and create a final prototype of our first
model which we will then have our contracted manufacturer produce for
us. We will use this design as our first model to put into production
once this offering is complete and the funding is in place.
February/March 2005:
- -------------------
We will produce the design, choose the materials and have our
contracted manufacturer make a prototype of our second model. We will
26
then make whatever changes are necessary as well as any improvements to
our bag and create a final prototype for this model which we will then
have our contracted manufacturer produce for us. We will use this
design as our second model to put into production. Our first line of
bags will include 2 different models in 2 different sizes. Each size
will be designed to accommodate either a 12 inch or 15 inch laptop
computer.
April 2005:
- ----------
We will hire a General Manager who will be responsible for many aspects
of our operation, from administration to sales. We will also rent
office space to operate out of. We will produce our first batch of
bags with a total of 200 bags, 50 bags for each size of each model.
These bags will be for samples and to fulfill small orders to local
stores and for internet sales. We will host a booth at the Bangkok
International Gift and Houseware Fair (BIG) held at Impact Arena in
Bangkok, Thailand from April 19 till April 24. We will start an
advertising campaign in local magazines and will attempt to have some
articles written on our products through personal connections of our
officers. We also plan to launch our website at www.lamliang.com.
May 2005:
- ---------
We will aggressively start an ongoing sales campaign to wholesale our
bags targeting trendy and fashionable upper class stores and department
stores.
August/September 2005:
- ---------------------
We will design, test and produce our fall/winter line of bags. We plan
to have 3 different styles to choose from that will come in 2 different
sizes, each to accommodate both 12 inch and 15 inch model laptop
computers.
October 2005:
- ------------
We will host a booth at the Bangkok International Gift and Houseware
Fair (BIG) held at Impact Arena in Bangkok, Thailand from October 17
till October 22. We will start exporting our products starting with
the launch of our fall/winter line and will seek companies to export to
or act as distributors or representatives for our products. We will
look for exposure for our export sales at the BIG Fair.
November 2005:
- -------------
We hope to participate in the Elle Fashion Week held in Bangkok,
Thailand either by some form of sponsorship or by displaying our
product line at one of the events held during the Week.
DESCRIPTION OF PROPERTY
=======================
We do not currently own any property. We are currently operating out
of the premises of our President on a rent free basis while we are in
the organizational stage. We have not leased an office yet, but have
27
reserved space and anticipate signing a lease in the next few weeks
with the lease to commence January 1, 2005 for a term of one year with
a renewal option for a further one year at the end of the term. The
office is located at Unico House (Unit 12D/1) 12th Floor, 29/1 Soi
Langsuan, Ploenchit Road, Bangkok 10330 Thailand. The office space
consists of approximately 430 sq. ft. and consists of two rooms, one of
which is an office and the other which we will use as a reception area
and showroom for our bags. The monthly rent is approximately $280 US
not including utilities.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
==============================================
On October 12, 2004, 1,000,000 shares of common stock were issued to
Alan Teegardin, an officer and director, in exchange for $5,000, or
$.005 per share. On November 19, 2004 Alan Teegardin transferred
1,000,000 shares to Dr. Anchana Chayawatana an officer and director, in
exchange for the $5,000 or $.005 per share that he paid for the shares
on October 12, 2004. In addition, Mr. Teegardin resigned as an officer
and director of our company on November 19, 2004.
Dr. Anchana Chayawatana, an officer and director, is the daughter of
Prapaipan Chayawatana an officer and director. Dr. Anchana
Chayawatana, Prapaipan Chayawatana and Anongnat Chansangachom are the
only officers, directors, promoters and affiliates of our company and
Dr. Anchana Chayawatana is the only officer and director of our
subsidiary.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
========================================================
No public market currently exists for shares of our common stock.
Following completion of this offering, we intend to apply to have our
common stock listed for quotation on the Over-the-Counter Bulletin
Board.
Penny Stock Rules
- -----------------
The Securities and Exchange Commission has also adopted rules that
regulate broker-dealer practices in connection with transactions in
penny stocks. Penny stocks are generally 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 such securities is provided by the exchange or system).
A purchaser is purchasing penny stock which limits the ability to sell
the stock. The shares offered by this prospectus constitute penny stock
under the Securities and Exchange Act. The shares will remain penny
stocks for the foreseeable future. The classification of penny stock
makes it more difficult for a broker-dealer to sell the stock into a
secondary market, which makes it more difficult for a purchaser to
liquidate his/her investment. Any broker-dealer engaged by the
purchaser for the purpose of selling his or her shares in us will be
subject to Rules 15g-1 through 15g-10 of the Securities and Exchange
28
Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.
The penny stock rules require a broker-dealer, prior to a transaction
in a penny stock not otherwise exempt from those rules, to deliver a
standardized risk disclosure document prepared by the Commission,
which:
- - contains a description of the nature and level of risk in the market
for
penny stocks in both public offerings and secondary trading;
- - contains a description of the broker's or dealer's duties to the
customer and of the rights and remedies available to the customer
with respect to a violation to such duties or other requirements of
the Securities Act of 1934, as amended;
- - contains a brief, clear, narrative description of a dealer market,
including "bid" and "ask" prices for penny stocks and the
significance of the spread between the bid and ask price;
- - contains a toll-free telephone number for inquiries on disciplinary
actions;
- - defines significant terms in the disclosure document or in the
conduct of trading penny stocks; and
- - contains such other information and is in such form (including
language, type, size and format) as the Securities and Exchange
Commission shall require by rule or regulation;
The broker-dealer also must provide, prior to effecting any transaction
in a penny stock, to the customer:
- - the bid and offer quotations for the penny stock;
- - the compensation of the broker-dealer and its salesperson in the
transaction;
- - the number of shares to which such bid and ask prices apply, or
other comparable information relating to the depth and liquidity of
the market for such stock; and
- - monthly account statements showing the market value of each penny
stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction
in a penny stock not otherwise exempt from those rules; the broker-
dealer must make a special written determination that the penny stock
is a suitable investment for the purchaser and receive the purchaser's
written acknowledgment of the receipt of a risk disclosure statement, a
written agreement to transactions involving penny stocks, and a signed
and dated copy of a written suitability statement. These disclosure
requirements will have the effect of reducing the trading activity in
the secondary market for our stock because it will be subject to these
penny stock rules. Therefore, stockholders may have difficulty selling
their securities.
29
Regulation M
- ------------
Our officers and directors, who will offer and sell the Shares, are
aware that they are required to comply with the provisions of
Regulation M promulgated under the Securities Exchange Act of 1934, as
amended. With certain exceptions, Regulation M precludes the officers
and directors, sales agents, any broker-dealer or other person who
participate in the distribution of shares in this offering from bidding
for or purchasing, or attempting to induce any person to bid for or
purchase any security which is the subject of the distribution until
the entire distribution is complete.
As an exception to these rules, an underwriter may engage in
transactions effected in accordance with Regulation M that are intended
to stabilize, maintain or otherwise affect the price of our common
stock. The underwriter may engage in over-allotment sales, syndicate
covering transactions, stabilizing transactions and penalty bids in
accordance with Regulation M. Over-allotments occur when an underwriter
sells more shares than it purchases in an offering. In order to cover
the resulting short position, the underwriter may exercise the over-
allotment option described above. Additionally, an underwriter may
engage in syndicate covering transactions. Syndicate covering
transactions are bids for or purchases of stock on the open market
by the underwriter in order to reduce a short position incurred
by the underwriter on behalf of the underwriting syndicate. There is no
contractual limit on the size of any syndicate covering transaction.
Stabilizing transactions consist of bids or purchases made by an
underwriter for the purpose of preventing or slowing a decline in the
market price of our securities while the offering is in progress. A
penalty bid is an arrangement permitting the underwriter to reclaim the
selling concession that would otherwise accrue to an underwriter if the
common stock originally sold by the underwriter was later repurchased
by the underwriter and therefore was not effectively sold to the public
by such underwriter.
We have not and do not intend to engage the services of an underwriter
in connection with the offer and sale of the shares in this offering.
In general, the purchase of a security to stabilize or to reduce a
short position could cause the price of the security to be higher than
it might otherwise be. Sales of securities by us or even the potential
of these sales could have a negative effect on the market price of the
shares of common stock offered hereby.
Reports
- -------
We are subject to certain reporting requirements and will furnish
annual financial reports to our stockholders, certified by our
independent accountants, and will furnish unaudited quarterly financial
reports in our quarterly reports filed electronically with the SEC. All
reports and information filed by us can be found at the SEC website,
www.sec.gov.
Stock Transfer Agent
- --------------------
The stock transfer agent for our securities is Holladay Stock Transfer,
2939 N. 67th Place, Scottsdale, Arizona 85251, telephone (480) 481-
3940.
30
EXPERTS AND LEGAL COUNSEL
=========================
Our consolidated financial statement for the period from inception to
October 31, 2004, included in this prospectus, have been audited by
Clyde Bailey, P.C., an independent certified public accountant. We
include the financial statements in reliance on their report, given
upon their authority as experts in accounting and auditing.
The law offices of Lewis, Kessler & Kelsch, 3406 American River Drive,
Sacramento, California 95864 has passed upon the validity of the shares
being offered and certain other legal matters and is representing us in
connection with this offering.
AVAILABLE INFORMATION
======================
We have filed this registration statement on Form SB-2, of which this
prospectus is a part, with the U.S. Securities and Exchange
Commission. Upon completion of this registration, we will be subject to
the informational requirements of the Exchange Act and, in accordance
therewith, will file all requisite reports, such as Forms 10-KSB, 10-
QSB and 8-KSB, proxy statements, under Sec.14 of the Exchange Act, and
other information with the Commission. Such reports, proxy statements,
this registration statement and other information, may be inspected and
copied at the public reference facilities maintained by the
Commission at 450 Fifth Street N.W., Judiciary Plaza, Washington, D.C.
20549. Copies of all materials may be obtained from the Public
Reference Section of the Commission's Washington, D.C. office at
prescribed rates. The Commission also maintains a Web site that
contains reports, proxy and information statements and other
information regarding registrants that file electronically with the
Commission at http://www.sec.gov.
FINANCIAL STATEMENTS
=====================
Our fiscal year end is October 31. We intend to provide audited
financial statements to our stockholders on an annual basis, prepared
by an Independent Certified Public Accountant, in our annual reports.
Our audited financial statements for the period from inception to
October 31, 2004, immediately follow.
31
CLYDE BAILEY P.C.
- -----------------------------------------------------------------------
Certified Public Accountant
10924 Vance Jackson #404
San Antonio, Texas 78230
(888) 699-1287 (210) 699-1287
Member: American Institute of CPA's
Texas Society of CPA's
Board of Directors
Lam Liang Corp.
REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTANTS
We have audited the balance sheet of Lam Liang Corp. (a development
stage company) as at October 31, 2004 and the statements of operations,
cash flows, and stockholders' equity for the period from October 12,
2004 (date of inception) to October 31, 2004. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements
based on our audit. We conducted our audit in accordance with the
standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform an audit
to obtain reasonable assurance whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as valuating
the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, these financial statements present fairly, in all
material respects, the financial position of the Company as at October
31, 2004 and the results of its operations and its cash flows for the
period from October 12, 2004 (date of inception) to October 31, 2004 in
conformity with accounting principles generally accepted in the United
States of America.
As discussed in Note 1 to the financial statements, the Company has not
attained profitable operations and is dependent upon obtaining adequate
financing to fulfill its business activities. These factors raise
substantial doubt that the Company will be able to continue as a going
concern. Management's plans in regard to these matters are also
discussed in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Clyde Bailey P.C.
San Antonio, Texas
November 24, 2004
32
Lam Liang Corp.
(A Development Stage Enterprise)
Balance Sheet
As of October 31, 2004
A S S E T S
<s> <c>
Current Assets
- --------------
Cash at bank $ 4,995
--------
Total Current Assets $ 4,995
--------
Total Assets $ 4,995
========
L I A B I L I T I E S
Current Liabilities
- -------------------
Accrued Expenses $ -
--------
Total Current Liabilities $ -
--------
Total Liabilities $ -
S T O C K H O L D E R S ' E Q U I T Y
Common Stock
75,000,000 authorized shares,
par value $.001
1,000,000 shares issued and outstanding $ 1,000
Additional Paid-in-Capital $ 4,000
Accumulated Comprehensive Loss $ (5)
--------
Deficit accumulated during the
development stage $ -
--------
Total Stockholders' Equity $ 4,995
--------
Total Liabilities and Stockholders' Equity $ 4,995
========
See accompanying notes to Financial Statements.
33
Lam Liang Corp.
(A Development Stage Enterprise)
Statement of Operations
From Inception
(October 12, 2004)
to
October 31, 2004
----------------
Revenues:
- --------
Revenues $ -
----------
Total Revenues -
Expenses:
- ---------
Office and Administration -
----------
Total Expenses -
----------
Net loss from Operations -
Other Income and Expenses:
- -------------------------
Loss from Currency Transaction -
----------
Net Loss before Taxes -
Provision for Income Taxes:
- --------------------------
Income Tax Benefit
----------
Net Income (Loss) $ -
==========
Basic and Diluted Earnings Per Common Share $ -
Weighted Average number of Common Shares 1,000,000
used in per share calculations
See accompanying notes to Financial Statements.
34
Lam Liang Corp.
(A Development Stage Enterprise)
Statement of Stockholders' Equity
As of October 31, 2004
Accumulated
Deficit During
$0.001 Paid-In Development Stockholders'
Shares Par Value Capital Stage Equity
------ --------- ------- -------------- ------------
Balance,
October 12,
2004 - $ - $ - $ - $ -
Stock issued for
Cash -October
12, 2004 1,000,000 1,000 4,000 - 5,000
Foreign
Currency
Translation
Adjustment - - - (5) (5)
Net Income
(Loss) - - - - -
-------- ----- ------- --------- --------
Balance,
October 31,
2004 1,000,000 $1,000 $ 4,000 $ (5) $ 4,995
========= ====== ======= ======== ========
See accompanying notes to Financial Statements.
35
Lam Liang Corp.
(A Development Stage Enterprise)
Statement of Cash Flows
From Inception
(October 12, 2004)
to
October 31, 2004
----------------
Cash Flows from Operating Activities:
- ------------------------------------
<s> <c>
Net Income (Loss) $ -
Foreign Currency Loss $ (5)
--------
Net Cash Provided from Operating Activities (5)
Cash Flows from Investing Activities:
- ------------------------------------
Acquisition of Subsidiary $ -
--------
Net Cash Used in Investing Activities -
Cash Flows from Financing Activities:
- ------------------------------------
Sales of Common Stock $ 5,000
--------
Net Cash Provided from Financing Activities 5,000
--------
Net Increase in Cash 4,995
--------
Cash Balance, Begin Period $ -
--------
Cash Balance, End Period $ 4,995
========
Supplemental Disclosures:
- ------------------------
Cash Paid for interest $ -
Cash Paid for income taxes $ -
See accompanying notes to Financial Statements.
36
LAM LIANG CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2004
(Stated in U.S. Dollars)
1. NATURE AND CONTINUANCE OF OPERATIONS
- ---------------------------------------
Lam Liang Corp. (the "Company") was incorporated in the State of
Nevada, United States of America, on October 12, 2004 under the Nevada
Revised Statutes, Chapter 78, Private Companies. The Company's office
is located in Bangkok, Thailand. The Company is in its development
stage and to date its activities have been limited to initial
organization and capital formation. These financial statements have
been prepared on a going concern basis. The Company has working capital
of $4,995, and has accumulated a deficit of $0 since inception. Its
ability to continue as a going concern is dependent upon the ability of
the Company to generate profitable operations in the future and/or to
obtain the necessary financing to meet its obligations and repay its
liabilities arising from normal business operations when they come due.
The outcome of these matters cannot be predicted with any certainty at
this time. These factors raise substantial doubt that the Company will
be able to continue as a going concern. Management plans to continue to
provide for the Company's capital needs during the year by the issuance
of common stock and related party advances. These financial statements
do not include any adjustments to the amounts and classification of
assets and liabilities that may be necessary should the Company be
unable to continue as a going concern.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------
The financial statements of the Company have been prepared in
accordance with generally accepted accounting principles in the United
States of America. Because a precise determination of many assets and
liabilities is dependent upon future events, the preparation of
financial statements for a period necessarily involves the use of
estimates which have been made using careful judgment. Actual results
may vary from these estimates.
The financial statements have, in management's opinion, been properly
prepared within reasonable limits of materiality and within the
framework of the significant accounting policies summarized below:
a) Development Stage Company
The Company complies with the Statement of Financial Accounting
Standards ("SFAS") No. 7 and the Securities and Exchange Commission Act
Guide 7 for its characterization of the Company as development stage.
The Company is devoting substantially all of its present efforts to
establish a new business and none of its planned principal operations
have commenced.
37
LAM LIANG CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2004
(Stated in U.S. Dollars)
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
- ---------------------------------------------
b) Foreign Currency Translation
The Company's functional currency is in Thai baht as substantially all
of the Company's operations are in Thailand. The Company used the
United States dollar as its reporting currency for consistency with
registrants of the Securities and Exchange Commission ("SEC") and in
accordance with the SFAS No. 52 - "Foreign Currency Translation".
Assets and liabilities denominated in a foreign currency are translated
at the exchange rate in effect at the period end and capital accounts
are translated at historical rates. Income statement accounts are
translated at the average rates of exchange prevailing during the
period. Translation adjustments from the use of different exchange
rates from period to period are included in the comprehensive income
account in stockholder's equity, if applicable. Transactions undertaken
in currencies other than the functional currency of the entity are
translated using the exchange rate in effect as of the transaction
rate. Any exchange gains and losses are included in other items on the
statement of operations.
c) Basic and Diluted Loss Per Share
The Company reports basic loss per share in accordance with SFAS No.
128 - "Earnings Per Share". Basic loss per share is computed using the
weighted average number of common stock outstanding during the period.
Diluted loss per share is computed using the weighted average number of
common and potentially dilutive common stock outstanding during the
period. As the Company generated net losses in the period presented,
the basic and diluted loss per share is the same, as any exercise
of options or warrants would be anti-dilutive.
38
LAM LIANG CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2004
(Stated in U.S. Dollars)
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
- ---------------------------------------------
d) Income Taxes
The Company uses the asset and liability method of accounting for
income taxes in accordance with SFAS No. 109 - "Accounting for Income
Taxes". This standard requires the use of an asset and liability
approach for financial accounting and reporting on income taxes. If it
is more likely than not that some portion or all of a deferred tax
asset will not be realized, a valuation allowance is recognized.
e) Fair Value of Financial Instruments
The carrying value of the Company's financial instruments consisting of
cash, and accounts payable and accrued liabilities, approximate their
carrying value due to the short term maturity of such instruments.
Unless otherwise noted, it is management's opinion that the Company is
not exposed to significant interest, currency or credit risks arising
from these financial instruments.
f) New Accounting Standards
Management does not believe that any recently issued, but not yet
effective accounting standards if currently adopted, could have a
material effect on the accompanying financial statements.
g) Revenue Recognition
The Company recognizes revenues in accordance with Staff Accounting
Bulletin 101, Revenue Recognition in Financial Statements (SAB 101).
The Company designs, outsources manufacturing and sells its own line of
laptop computer bags. Revenue from such product sales is recognized
when persuasive evidence of an arrangement exists, delivery has
occurred, the fee is fixed or determinable and collectibility is
probable. At this time the earnings process is complete and the risks
and rewards of ownership have transferred to the customer, which is
generally when the goods are shipped and all significant obligations of
the Company have been satisfied.
39
LAM LIANG CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2004
(Stated in U.S. Dollars)
3. COMMON STOCK
The Company's capitalization is 75,000,000 common shares with a par
value of $0.001 per share. As of October 31, 2004 and to date, the
Company has not granted any stock options and has not recorded any
stock-based compensation. Effective October 12, 2004 a total of
1,000,000 shares of the Company's common stock were issued to a
founding officer and director of the Company pursuant to a stock
subscription agreement at $0.005 per share for total proceeds of
$5,000.
4. RELATED PARTIES
The Company currently has no significant related party transactions
with any related individuals or entities.
5. SUBSEQUENT EVENTS
Subsequent to October 31, 2004, the Company has initiated the
registration of a Thai Subsidiary, Maha San Lam Liang Co. Ltd.
40
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
------------------------------------------------
Item 24. Indemnification of directors and officers.
Pursuant to the Articles of Incorporation and By-Laws of the
corporation, we may indemnify an officer or director who is made a
party to any proceeding, including a law suit, because of his position,
if he acted in good faith and in a manner he reasonably believed to be
in our best interest. In certain cases, we may advance expenses
incurred in defending any such proceeding. To the extent that the
officer or director is successful on the merits in any such proceeding
as to which such person is to be indemnified, we must indemnify him
against all expenses incurred, including attorney's fees. With respect
to a derivative action, indemnity may be made only for expenses
actually and reasonably incurred in defending the proceeding, and if
the officer or director is judged liable, only by a court order. The
indemnification is intended to be to the fullest extent permitted by
the laws of the State of Nevada.
As regards indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors or officers
pursuant to the foregoing provisions, we are informed that, in the
opinion of the Commission, such indemnification is against public
policy, as expressed in the Act and is, therefore, unenforceable.
Item 25. Other expenses of issuance and distribution.
Expenses incurred or (expected) relating to this Prospectus and
distribution are as follows:
Legal $ 3,500
Accounting 1,000
Transfer Agent fees 400
Printing of Prospectus 100
----------
TOTAL $ 5,000
Item 26. Recent sales of unregistered securities.
Set forth below is information regarding the issuance and sales of
securities without registration since inception. No such sales
involved the use of an underwriter; no advertising or public
solicitation was involved; the securities bear a restrictive legend;
and no commissions were paid in connection with the sale of any
securities.
On October 12, 2004, 1,000,000 shares of common stock were issued to
Alan Teegardin, an officer and director, as founders' shares, in
exchange for $5,000, or $.005 per share. On November 19, 2004 Alan
Teegardin transferred 1,000,000 shares to Dr. Anchana Chayawatana an
officer and director, in exchange for the $5,000 or $.005 per share
that he paid for the shares on October 12, 2004. These securities were
issued in reliance upon the exemption contained in Section 4(2) of the
Securities Act of 1933. These securities were issued to a promoter of
the company, bear a restrictive legend and were issued to a non-US
resident.
41
Item 27. Exhibits.
The following exhibits are included with this initial registration
statement filing:
Exhibit
Number Description
------- -----------
<s> <c>
3.1 Articles of Incorporation
3.2 Bylaws
5 Opinion re: Legality
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (See Exhibit 5.1)
Item 28. 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
to:
(i) Include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) Reflect in the prospectus any facts which, individually or
together, represent a fundamental change in the information in
the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) Include any additional or changed material information on
the plan of distribution.
1. For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the
securities offered, and the offering of such securities at that
time to be the initial bona fide offering.
2. File a post-effective amendment to remove from registration
any of the securities registered which remain unsold at the end
of the offering.
(d) The undersigned Registrant hereby undertakes to provide to the
purchasers in this offering, certificates in such denominations and
registered in such names as required to permit prompt delivery to each
purchaser.
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(e) Insofar as indemnification for liabilities arising under the
Securities Act (the "Act") may be permitted to directors, officers and
controlling persons of the small business issuer pursuant to the
foregoing provisions, or otherwise, the small business issuer has been
advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act,
and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the small business issuer of expenses
incurred or paid by a director, officer, or controlling of the small
business issuer 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 small
business issuer will, unless in the opinion of counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification is against
public policy as expressed in the Securities Act, and will be governed
by the final adjudication of such issue.
Interests of Named Experts and Counsel
--------------------------------------
The validity of the common stock offered hereby was passed upon for us
by our independent legal counsel, Lewis, Kessler & Kelsch, 3406
American River Drive, Sacramento, California 95864.
Our financial statements included in this prospectus have been audited
by Clyde Bailey, PC, our independent certified public accountant, as
stated in the auditors report appearing herein and are so included
herein in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
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SIGNATURES
----------
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form SB-2 and authorized
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Bangkok,
Country of Thailand.
December 6, 2004 Lam Liang Corp., Registrant
By: /s/ Dr. Anchana Chayawatana
-------------------------------------
Dr. Anchana Chayawatana, President
and Chief Executive Officer
December 6, 2004 By: /s/ Prapaipan Chayawatana
-------------------------------------
Prapaipan Chayawatana, Treasurer,
Chief Financial Officer and Principal
Accounting Officer
December 6, 2004 By: /s/ Anongnat Chansangachom
-------------------------------------
Anongnat Chansangachom, Secretary
44