UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C
(RULE 14C-101)
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE
ACT OF 1934
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[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2))
[ ] Definitive Information Statement
LAM LIANG CORP.
--------------------------------------
(Name of Registrant as Specified In Its Charter)
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LAM LIANG CORP.
SUITE 328, 369 ROCKY VISTA PARK DRIVE
CALGARY, B.C. T3G 5K7
CANADA
INFORMATION STATEMENT NOTICE
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
Dear Stockholders:
Notice is hereby given that as of May 5, 2006, we sought and obtained the
written consent, in lieu of a meeting of stockholders, from the holders of 55.2%
of the outstanding voting power of our stock, (i) approving an amendment to our
Articles of Incorporation to (a) increase our authorized share capital from
75,000,000 shares of common stock, par value $0.001 ("Common Stock"), to
310,000,000 shares, comprised of 300,000,000 shares of Common Stock and
10,000,000 share of preferred stock, par value $0.001, and (b) change our name
from Lam Liang Corp. to Blacksands Petroleum, Inc. and (ii) approving and
ratifying the appointment of Darren R. Stevenson and Bruno Mosimann, as our
directors.
You are encouraged to carefully read the attached Information Statement,
including the appendices, for further information regarding these actions. In
accordance with Rule 14c-2 under the Securities Exchange Act of 1934 (the
"Exchange Act"), the approval of the actions described herein by the holders of
a majority of the voting power of Lam Liang Corp. will be deemed ratified and
effective at a date that is at least 20 days after the date this Information
Statement has been mailed or furnished to our stockholders. We intend to mail or
furnish this Information Statement to stockholders on or about May 17, 2006.
THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS'
MEETING WILL BE HELD TO CONSIDER THE MATTERS DESCRIBED HEREIN. This Information
Statement is being furnished to you solely for the purpose of informing
stockholders of the matters described herein in compliance with Regulation 14C
of the Exchange Act.
By Order of the Board of Directors
/s/ Darren R. Stevenson
Chief Executive Officer
May 6, 2006
ACTIONS BY THE BOARD OF DIRECTORS AND
THE MAJORITY STOCKHOLDERS
FIRST ACTION
THE AMENDMENT
On May 5, 2006, the Board approved the Amendment to enact the Share
Increase and the Name Change. The Company sought, and on May 5, 2006 obtained,
the approval of the Majority Stockholders to enact the Amendment.
COMMON STOCK
Once the Certificate of Amendment to our Articles of Incorporation is
effective, the Company will have authorized 300,000,000 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; (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.
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.
PREFERRED STOCK
Once the Certificate of Amendment to our Articles of Incorporation is
effective, the Company will have authorized 10,000,000 shares of Preferred
Stock, par value $.001 per share. The Preferred Stock will be issuable in series
upon resolution of our Board. The Board will be authorized to establish the
relative terms, rights and other provisions of any series of Preferred Stock.
Our Board has no current intention of issuing any preferred stock. However,
unless otherwise required by law in a particular circumstance, the Board can,
without shareholder approval, issue preferred stock in the future with voting
and conversion rights which could adversely affect the voting power of the
Common Stock. The issuance of Preferred Stock could be expected to, and may have
the effect of, delaying, averting or preventing a change in control of the
Company.
NAME CHANGE
The Company does not currently have an operating business and is
considering the possibility of merging with a corporation that has operations in
the field of petroleum exploration. To facilitate any potential merger
discussions, the Board determined it is in the best interest of the Company to
reflect in the name of the Company a name that may reflect any possible future
operating subsidiary. If no such merger occurs, the Company may in the future
change its name again, although it has no current plans to do so.
EFFECTIVE DATE OF THE AMENDMENT
The Amendment will take effect upon the effectiveness of the filing a
Certificate of Amendment to our Articles of Incorporation with the Secretary of
State of the State of Nevada. Pursuant to Rule 14c-2 under the Exchange Act, we
intend to file the Certificate of Amendment to our Articles of Incorporation
once twenty days have passed from the mailing of this Information Statement to
our stockholders. A copy of the form of Certificate of Amendment to our Articles
of Incorporation is attached to this Information Statement as Exhibit A.
DISSENTERS' RIGHTS
We are a Nevada corporation. Under NRS Section 92A.380, holders of our
voting securities are not entitled to dissenters' rights with respect to the
Amendment, the Share Increase or the Name Change.
INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, associate of any director or executive
officer or any other person has any substantial interest, direct or indirect, by
security holdings or otherwise, in the Amendment, the Share Increase or the Name
Change that is not shared by all other stockholders of ours.
VOTE OBTAINED
The Majority Stockholders, holding 1,160,000 shares of Common Stock
representing 55.2% of the voting power of the Company, approved the Amendment on
May 5, 2006.
Nevada Revised Statutes ("NRS") 78.390 provides that every amendment to
the Company's Articles of Incorporation shall first be adopted by the resolution
of the Board and then be subject to the approval of stockholders entitled to
vote on any such amendment. Under NRS 78.390 and the Company's bylaws, an
affirmative vote by stockholders holding shares entitling them to exercise at
least a majority of the voting power is sufficient to amend the Company's
Articles of Incorporation. NRS 78.320 provides that, unless otherwise provided
in the Company's Articles of Incorporation or the bylaws, any action required or
permitted to be taken at a meeting of the stockholders may be taken without a
meeting if, before or after the action, a written consent thereto is signed by
stockholders holding at least a majority of the voting power. To eliminate the
costs and management time involved in holding a special meeting and to effect
the amendment described herein as early as possible, the Board sought, and did
in fact obtain, the written consent of the Majority Stockholders, the holders of
a majority in voting interest of the Company's voting stock, which voting stock
is composed of the Common Stock. NRS 78.320 provides that in no instance where
action is authorized by written consent need a meeting of stockholders be called
or notice given.
SECOND ACTION
THE DIRECTOR APPOINTMENTS
On April 24, 2006, the Board approved the appointment of Darren R.
Stevenson and Bruno Mosimann as our directors (the "Director Appointments"),
increasing the number of directors on the Board from three to five. On April 24,
2006, we filed a Schedule 14f-1 announcing the Director Appointments. Dr.
Anchana Chayawatana, Prapaipan Chayawatana and Anongnat Chansangachom resigned
as directors of the Company on May 5, 2006, reducing the number of directors on
the Board from five to two. Although not necessary for the Director
Appointments, the Company sought and on May 5, 2006 obtained the Majority
Stockholders' approval and ratification of the Director Appointments.
EFFECTIVE DATE OF THE DIRECTOR APPOINTMENTS
The Director Appointments took effect on May 5, 2006. The approval and
ratification by the Majority Stockholders of the Director Appointments shall
take effect after twenty days have passed from the mailing of this Information
Statement to the Company's stockholders.
DISSENTERS' RIGHTS
We are a Nevada corporation. Under NRS Section 92A.380, holders of our
voting securities are not entitled to dissenters' rights with respect to the
approval and ratification of the Director Appointments.
INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No current director, executive officer, associate of any director or
executive officer or any other person has any substantial interest, direct or
indirect, by security holdings or otherwise, in the Director Appointments that
is not shared by all other stockholders of ours.
VOTE OBTAINED
The Majority Stockholders, holding 1,160,000 shares of Common Stock
representing 55.2% of the voting power of the Company, approved and ratified the
Director Appointments on May 5, 2006.
GENERAL
The Company will reimburse brokerage firms and other custodians, nominees
and fiduciaries for reasonable expenses incurred by them in sending this
Information Statement to the beneficial owners of the Common Stock.
BOARD OF DIRECTORS
The following table sets forth the names, positions and ages of the executive
officers and directors. Directors are elected at the annual meeting of
stockholders and serve for one year or until their successors are elected and
qualify. Officers are elected by the Board and their terms of office are, except
to the extent governed by employment contract, at the discretion of the Board.
Name and Address Age Position(s)
- ---------------- --- -----------
Darren R. Stevenson 34 President, Chief Executive Officer
Suite 328, 369 Rocky Vista Park Drive Secretary, Director
Calgary, B.C. T3G 5K7
Bruno Mosimann 62 Director
Herbstackerstreet 27
CH-8472 Seuzach
Switzerland
Dr. Anchana Chayawatana (1)(2) 30 Director
#2202 The Lakes
123 Rachadapisek Road
Bangkok 10110 Thailand
Prapaipan Chayawatana (1)(2) 58 Director
295/42 Ngarmwongwan 23 Road
Nonthaburi 11000 Thailand
Anongnat Chansangachom (2) 29 Director
458/35 Sukhumvit Road
Samut Parakarn 10280 Thailand
(1) Dr. Anchana Chayawatana is the daughter of Prapaipan Chayawatana.
(2) Resigned on May 5, 2006.
DARREN R. STEVENSON, 34, is an entrepreneur, management executive and
chemical engineer with background in business creation, technology development
and project management. Mr. Stevenson was a senior executive at Royal Dutch
Shell PLC where he was awarded the Shell Rainmaker award given for significant
achievements. He was also given membership to the Shell President's Club which
is awarded to those executives who achieve over $1 billion in new business
within a fiscal year. Mr. Stevenson joined Shell Global Solutions in 2002, and
he is currently the President, CEO and a director of Bighorn Petroleum Ltd.
BRUNO MOSIMANN, 62, is an investment manager, resident in Switzerland. He
has been the president and managing director of Romofin AG, a firm that supplies
cash management advise to its customers, for nearly twenty years. Mr. Mosimann's
other management and directorial experience includes serving as a vice-president
of DRC Resources Corp. starting in September 2000, a director or Relay Mines
Ltd. starting in February 2001, and a director of U-Twin Holdings Inc. starting
in November 2002.
DR. ANCHANA CHAYAWATANA, 31, was the President and CEO of the Company
until April 2006 and has been a director 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. 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. Anchana Chayawatana is the
daughter of Prapaipan Chayawatana, an officer and director. Dr. Chayawatana
devotes 5-10 hours per week to our business.
PRAPAIPAN CHAYAWATANA, 59, was the Treasurer, CFO, Principal Accounting
Officer of our company from November 2004 until April of 2006 and has been a
director of the Company since November 2004. From March 1995 to December 1996,
she was on the editorial staff of Krua Magazine, a Thai magazine that
specializes in 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. Prapaipan Chayawatana is the Mother of
Dr. Anchana Chayawatana, an officer and director. Mrs. Chayawatana devotes
approximately 3-5 hours per week to our business.
ANONGNAT CHANSANGACHOM, 29, was been the Secretary of our company from
November 2004 until April of 2006 and has been a director of the Company since
November 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 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. Her duties with Asia
Part Co., Lt. included bookkeeping, purchasing of raw materials, marketing,
shipping and general administration. 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.
Chansangachom devotes approximately 3-5 hours per week to our business.
INVOLVEMENT IN LEGAL PROCEEDINGS
To the best of our knowledge, during the past five years, none of our directors
or executive officers were involved in one of the following: (1) any bankruptcy
petition filed by or against any business of which such person was a general
partner or executive officer either at the time of the bankruptcy or within two
years prior to that time; (2) any conviction in a criminal proceeding or being
subject to a pending criminal proceeding (excluding traffic violations and other
minor offenses); (3) being subject to any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of any competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business, securities or
banking activities; and (4) being found by a court of competent jurisdiction (in
a civil action), the SEC or the Commodities Futures Trading Commission to have
violated a federal or state securities or commodities law, and the judgment has
not been reversed, suspended or vacated.
BOARD COMMITTEES
The Board intends to appoint such persons and form such committees as are
required to meet the corporate governance requirements imposed by the national
securities exchanges. Therefore, we intend that a majority of our directors will
eventually be independent directors and at least one director will qualify as an
"audit committee financial expert." Additionally, the Board is expected to
appoint an audit committee, nominating committee and compensation committee, and
to adopt charters relative to each such committee. Until further determination
by the Board, the full Board will undertake the duties of the audit committee,
compensation committee and nominating committee. We do not currently have an
"audit committee financial expert" since we currently do not have an audit
committee in place.
CODE OF ETHICS
The Company has not formally adopted a written code of ethics that applies
to the Company's principal executive officer, principal financial officer or
controller, or persons performing similar functions. Based on the Company's
small size, early development stage and limited financial and human resources,
the Company did not adopt a written code of ethics prior to the Merger. We
intend to formalize and adopt a written code of ethics when practicable.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As of the date hereof, there were no significant related party
transactions between the Company and any of its officers or directors. We have
not yet formulated a policy for the resolution of any related transaction
conflicts, should they arise.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
None of our directors receive any compensation for their services. Our
executive officers during 2005 did not receive a salary during fiscal year 2005.
On April 18, 2006, we entered into an Employment Agreement and a Stock Option
Agreement with Darren R. Stevenson 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.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our executive officers and
directors, and persons who beneficially own more than ten percent of our equity
securities, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission. Officers, directors and greater than ten
percent shareholders are required by SEC regulation to furnish us with copies of
all Section 16(a) forms they file. Based on our review of the copies of such
forms received by us, we believe that during the year ended December 31, 2005
all such filing requirements applicable to our officers and directors were
complied with.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
As of May 4, 2006, there were 2,100,000 shares of the Common Stock issued
and outstanding. Each holder of the Common Stock is entitled to one vote for
each share held by such holder. The Majority Stockholders held an aggregate of
1,160,000 shares of the Common Stock, or 55.2% of the voting power in the
Company outstanding, on such date.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of May 5, 2006, certain information
concerning the beneficial ownership of the Common Stock by (i) each stockholder
known to the Company to beneficially own five percent or more of the outstanding
Common Stock; (ii) each director; (iii) each executive officer; and (iv) all of
our executive officers and directors as a group, and their percentage of
ownership.
NAME AND ADDRESS NUMBER OF PERCENTAGE OF CLASS
OF BENEFICIAL OWNER TITLE OF CLASS SHARES HELD SHARES OWNED(1)
- ------------------- -------------- ----------- -------------------
Dr. Anchana Chayawatana+ Common Stock 0 0
#2202 The Lakes
123 Rachadapisek Road
Bangkok 10110 Thailand
Prapaipan Chayawatana+ Common Stock 0 0
295/42 Ngarmwongwan 23 Road
Nonthaburi 11000 Thailand
Anongnat Chansangachom+ Common Stock 0 0
458/35 Sukhumvit Road
Samut Parakarn 10280 Thailand
Darren R. Stevenson Common Stock 1,000,000 47.6%%
Suite 328,
369 Rocky Vista Park Drive
Calgary, B.C. T3G 5K7
Bruno Mosimann Common Stock 0 0
Herbstackerstreet 27
CH-8472 Seuzach
Switzerland
Total Ownership of Common Stock by
All Directors and Officers as a
Group 1,000,000 47.6%
- ----------
+ Resigned as a director of the Company on May 5, 2006.
(1) Unless otherwise indicated, to the Company's knowledge each person has
sole voting and investment power with respect to all listed shares. Based
on 2,100,000 shares outstanding as of May 4, 2006.
WHERE YOU CAN FIND ADDITIONAL INFORMATION ABOUT THE COMPANY
The Company is subject to the information requirements of the Exchange
Act, and in accordance therewith files reports, proxy statements and other
information including annual and quarterly reports on Form 10-KSB and Form
10-QSB with the Securities and Exchange Commission ("SEC"). Reports and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained at the SEC at 100 F Street, N.E., Washington, DC
20549. Copies of such material can be obtained upon written request addressed to
the SEC, Public Reference Section, 100 F Street, N.E., Washington, DC 20549, at
prescribed rates. You may obtain information on the operation of the SEC's
Public Reference Room by calling the SEC at (800) SEC-0330. The SEC also
maintains a web site on the Internet (http://www.sec.gov) where reports, proxy
and information statements and other information regarding issuers that file
electronically with the SEC may be obtained free of charge.
By Order of the Board of Directors
/s/ Darren R. Stevenson
Chief Executive Officer
May 5, 2006
EXHIBIT INDEX
Exhibit A: Form of Certificate of Amendment to Articles of Incorporation
EXHIBIT A
Certificate of Amendment
(PURSUANT TO NRS 78.385 and 78.390)
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
FOR NEVADA PROFIT CORPORATIONS
(PURSUANT TO NRS 78.385 AND 78.390 - AFTER ISSUANCE OF STOCK)
1. Name of corporation: Lam Liang Corp.
2. The articles have been amended as follows (provide article numbers, if
available):
Article I has been amended by amending and restating in full Article I of the
Articles of Incorporation as follows:
"ARTICLE I
The name of this corporation is Blacksands Petroleum, Inc."
Article IV has been amended by amending and restating in full Article IV of the
Articles of Incorporation as follows:
"ARTICLE IV
Section 4.01 Number and Class. The amount of the total authorized capital
stock of this corporation is Three-Hundred and Ten Million (310,000,000)
shares, consisting of Three-Hundred Million (300,000,000) shares of common
stock with a par value of $0.001 each (the "Common Stock") and Ten Million
(10,000,000) shares of Preferred Stock with a par value of $0.001 each
(the "Preferred Stock"). The Common Stock and Preferred Stock may be
issued from time to time without action by the stockholders. The Common
Stock and Preferred Stock may be issued for such consideration as may be
fixed from time to time by the Board.
The Board may issue such shares of Common Stock or Preferred Stock in one
of more series, with such voting powers, designations, preferences and
rights or qualifications, limitations or restrictions thereof as shall be
stated in the resolution or resolutions adopted by them.
Section 4.02 No Preemptive Rights. Holders of the Common Stock of the
corporation shall not have any preference, preemptive right, or right of
subscription to acquire any shares of the corporation authorized, issued
or sold, or to be authorized, issued or sold, or to any obligations or
shares authorized or issued or to be authorized or issued, and convertible
into shares of the corporation, nor to any right of subscription thereto,
other than to the extent, if any, the Board in its discretion, may
determine from time to time.
Section 4.03 Assessment of Shares. The Common Stock and Preferred Stock of
the corporation, after the amount of the subscription price has been paid,
in money, property or services, as the directors of the corporation shall
determine, shall not be subject to assessment to pay the debts of the
corporation, nor for any other purpose, and no stock issued as fully paid
shall ever be assessable or assessed, and the Articles of Incorporation
shall not be amended in this particular."
3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or
such greater proportion of the voting power as may be required in the case
of a vote by classes or series, or as may be required by the provisions of
the articles of incorporation have voted in favor of the amendment is:
1,160,000 shares in favor, or 55.2% of the voting power
4. Effective date of filing (optional): Date of Filing
5. Officer Signature (required): /s/ [insert]