SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported) April 24, 2006
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LAM LIANG CORP.
(Exact name of Registrant as specified in its charter)
Nevada 000-51427 20-1740044
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(State or other jurisdiction (Commission File number) (IRS Employer
of incorporation or Identification No.)
organization)
Suite 328, 369 Rocky Vista Park Drive Calgary, B.C. T3G 5K7, Canada
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(Address of principal executive offices) (Zip Code)
(403) 399-2836
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(Registrant's Telephone Number, Including Area Code)
Unico House (Unit 12D/1) 12th Floor, 29/1 Soi Langsuan,
Ploenchit Road, Bangkok 10330 Thailand
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(Former Address If Changed since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation for the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
(b) Effective April 24, 2006, Dr. Anchana Chayawatana, the Registrant's
President, CEO, Chairman and a director, Prapaipan Chayawatana, the Registrant's
Treasurer, CFO, principal accounting officer and a director, and Anongnat
Chansangachom, the Registrant's Secretary and a director, resigned from their
positions as officers of the Registrant. These resignations did not result from
any disagreements between the former officers and the Registrant.
Dr. Chayawatan, Ms. Chayawatana and Ms. Chansangachom remain as directors,
but have submitted letters of resignation for their directorships that will
become effective on the day that Darren Stevenson and Bruno Mosimann become
directors pursuant to a Schedule 14f-1 filed by the Registrant with the
Securities and Exchange Commission on April 24, 2006.
(c) Effective April 24, 2006, Darren R. Stevenson became the Registrant's
President, Chief Executive Officer and Secretary.
DARREN R. STEVENSON, 34, is an oil and gas management executive with a
background in corporate mergers and acquisitions, chemical engineering and
technology transfer and business creation. Mr. Stevenson was a senior executive
at Royal Dutch Shell PLC's consultancy business, Shell Global Solutions, where
he was awarded the Shell Rainmaker award given for significant achievements. He
was also given membership to the Shell President's Club. Over the past 15 years
has held a variety of technical and commercial roles in the oil and gas industry
including reservoir and process engineering, refinery operations and some
entrepreneurial pursuits in technology transfer for fuel cells, software
development and aviation. He has also worked for companies such as Syncrude
Canada, Shell Canada and the University of British Columbia Industry Liaison
Office
We entered into an Employment Agreement and a Stock Option Agreement with
Darren R. Stevenson, both of which are effective as of April 18, 2006, as part
of his compensation for becoming our Chief Executive Officer, President and
Secretary.
The Employment Agreement provides Mr. Stevenson with $60,000 (Canadian)
per annum, to be increased to $120,000 (Canadian) per annum in the event that
the Company conducts a placement of it securities of at least US$50,000,000. The
term of the Employment Agreement is for two years.
Under the Stock Option Agreement, Mr. Stevenson will immediately receive
options to purchase up to 100,000 shares of Common Stock. Mr. Stevenson will
receive additional options to purchase 200,000 shares of Common Stock on January
1, 2007, 200,000 shares of Common Stock if the Company conducts a placement of
at least US$10,000,000 and 500,000 shares of Common Stock if the Company
conducts a placement of at least US$50,000,000. The Board anticipates that the
Company will enact a 30:1 forward stock split, and all of the share amounts for
which the options are exercisable are on a post-split basis. All of the options,
once vested, are exercisable at $2.00 per share.
Mr. Stevenson is not related to any of the directors or other officers of
the Registrant. During the last two years, there have been no transactions, or
proposed transactions, to which the Registrant was or is a party, in which Mr.
Stevenson had or is to have a direct or indirect material interest other than
the Employment Agreement and the Stock Option Agreement.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
EXHIBIT NO. EXHIBIT DESCRIPTION
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10.1 Employment Agreement between the Registrant and Darren R.
Stevenson
10.2 Option Agreement between the Registrant and Darren R. Stevenson
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Lam Liang Corp.
Date: April 26, 2006 By: /s/ Darren R. Stevenson
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Darren R. Stevenson
Chief Executive Officer
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
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10.1 Employment Agreement between the Registrant and Darren R.
Stevenson
10.2 Option Agreement between the Registrant and Darren R. Stevenson