10QSB 1 lamliang705q.txt QUARTERLY REPORT ON FORM 10Q-SB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended July 31, 2005 [ ] Transition report under Section 13 or 15(d) of the Exchange Act For the transition period from to ------- -------- Commission File Number: 333-121127 LAM LIANG CORP. ---------------------------------------------------- (Exact name of Registrant as specified in its charter) Nevada 20-1740044 ------------------- ------- ------------------ (State or other jurisdiction (I.R.S. Employer of incorporation or organization Identification No.) Unico House (Unit 12D/1) 12th Floor 29/1 Soi Langsuan, Ploenchit Road Bangkok 10330 Thailand Telephone: (+662) 652-2588 -------------------------------------- ----------------------------- (Address of principal executive (Registrant's telephone number, offices) including area code) None ----------------------------------------------------------------- Former Name, Address and Fiscal Year, If Changed Since Last Report Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No We had a total of 2,100,000 shares of common stock issued and outstanding at July 31, 2005. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes X No Transitional Small Business Disclosure Format: Yes No X 1 Part I - Financial Information Item 1. Financial Statements The interim financial statements included herein are unaudited but reflect, in management's opinion, all adjustments, consisting only of normal recurring adjustments, that are necessary for a fair presentation of Registrant's financial position and the results of our operations for the interim periods presented. Because of the nature of our business, the results of operations for the three and nine months ended July 31, 2005 are not necessarily indicative of the results that may be expected for the full fiscal year. 2
Lam Liang Corp. (A Development Stage Enterprise) Balance Sheet Unaudited Audited As of As of July 31, 2005 Octobe 31, 2004 -------------- --------------- ASSETS Current Assets -------------- Cash $ 46,534 $ 4,995 Deposits 840 - ---------- ----------- Total Current Assets 47,374 4,995 ---------- ----------- Property and equipment, net 1,724 - ---------- ----------- Total Assets $ 49,098 $ 4,995 ========== =========== LIABILITIES Current Liabilities ------------------- Accounts Payable $ 14 $ - Loans from officers 1,847 - --------- ----------- Total Current Liabilities 1,847 - --------- ----------- Total Liabilities $ 1,847 - STOCKHOLDERS' EQUITY Common Stock 75,000,000 authorized shares, par value $.001 2,100,000 shares issued and outstanding $ 2,100 $ 1,000 Additional Paid-in-Capital 57,900 4,000 Accumulated Deficit (8,919) - Accumulated other comprehensive income (3,830) (5) -------- ---------- Total stockholders' equity 47,251 4,995 -------- ---------- Total Liabilities and Stockholders' Equity $ 49,098 $ 4,995 ======== ==========
See accompanying notes to Financial Statements. 3
Lam Liang Corp. (A Development Stage Enterprise) Statement of Operations (Unaudited) (Unaudited) (Unaudited) Inception 9 months 3 months October 12, 2004 ended ended through July 31, 2005 July 31, 2005 July 31, 2005 -------------- -------------- ---------------- Revenue: -------- Revenue $ - $ - $ - Operating Expenses ------------------ General and Administrative 8,844 2,912 8,844 Depreciation 91 91 91 ---------- ---------- --------- Total Operating Expenses 8,935 3,003 8,935 ---------- ---------- --------- Income(Loss) from Operations (8,935) (3,003) (8,935) Other Income and Expense: ------------------------ Other expense 16 16 16 Interest Expense - - - ---------- ---------- -------- Total Other Income (Expenses) 16 16 16 ---------- ---------- -------- Loss before Provision for Income Taxes (8,919) (2,987) (8,919) Provision for Income Taxes - - - ---------- ---------- -------- Net Loss $ (8,919) $ (2,987) $ (8,919) ---------- ---------- -------- Other Comprehenseve Income, Net of Tax: -------------------------------------- Foreign currency translation adjustment (3,825) (2,644) (3,825) ---------- ---------- -------- Other Comprehensive Income $ (3,825) $ (2,644) $ (3,825) ---------- ---------- -------- Comprehensive Income $ (12,744) $ (5,631) $(12,744) ========== ========== ======== Basic and Diluted Loss Per Common Share $ (0.01) $ (0.00) $ (0.01) ========== ========== ======== Basic and Diluted Weighted Average Common Shares Outstanding 1,600,366 2,100,000 1,561,301 ========== ========= =========
See accompanying notes to Financial Statements. 4
Lam Liang Corp. (A Development Stage Enterprise) Statement of Cash Flows (Unaudited) (Unaudited) Inception 9 months October 12, 2004 ended through July 31, 2005 July 31, 2005 -------------- -------------- Cash flows from operating activities: ------------------------------------ Net Loss $ (8,919) $ (8,924) Adjustments to reconcile net loss to net cash used by operating activities: ------------------------------------- Other Comprehensive income (3,681) (3,681) Depreciation 91 91 Changes in Operating assets and liabilities: Increase in accounts payable 15 15 Increase in related party loans 1,847 1,847 Changes in deposits (904) (904) ---------- ---------- Net cash used by operating activities (11,550) (11,555) Cash Flows from Investing Activities: ------------------------------------ Purchase of property and equipment (1,910) (1,910) ---------- ---------- Net cash used in investing activities (1,910) (1,910) Cash Flows from Financing Activities: ------------------------------------ Proceeds from issuance of common stock 55,000 60,000 ---------- ---------- Net cash provided by financing activities 55,000 60,000 ---------- ---------- Net increase in cash 41,539 46,534 Cash, beginning of period 4,995 - ---------- ---------- Cash, end of period $ 46,534 $ 46,534 ========== ========== Supplemental Disclosures: ------------------------ Cash payments for income taxes $ - $ - ========== ========== Cash payments for interest $ - $ - ========== ==========
See accompanying notes to Financial Statements. 5 LAM LIANG CORP. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES ----------------------------------------------------------------------- Description of business and history - Lam Liang Corp., a Nevada corporation, (hereinafter referred to as the "Company" or "Lam Liang") was incorporated in the State of Nevada on October 12, 2004. 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. 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 formed and registered in Thailand on November 5, 2004 by Dr. Anchana Chayawatana and she is the sole officer and director of the company. The Company intends to develop a website for the purpose of generating retail orders from the public at some point in the future, although the website has not been completed as of July 31, 2005. The Company operations have been limited to general administrative operations and is considered a development stage company in accordance with Statement of Financial Accounting Standards No. 7. Management of Company - The company filed its articles of incorporation with the Nevada Secretary of State on October 12, 2004, indicating Sandra L. Miller on behalf of Resident Agents of Nevada, Inc. as the sole incorporator. The company filed its initial list of officers and directors with the Nevada Secretary of State on November 23, 2004, indicating it's President is Anchana Chayawatana, it's Secretary is Anongnat Chansangachom and it's Treasurer is Prapaipan Chayawatana. No directors were indicated on this filing. Going concern - The Company incurred net losses of approximately $8,919 and accumulated other comprehensive income losses of $3,830 from the period of October 12, 2004 (Date of Inception) through July 31, 2005 and has not commenced its operations, rather, is still in the development stages, raising substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on additional sources of capital and the success of the Company's plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Year end - The Company's year end is October 31. 6 LAM LIANG CORP. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS (CONTINUED) 1.DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT POLICIES (continued) ------------------------------------------------------------------------- Principles of consolidation - The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany transactions and balances have been eliminated. Use of estimates - The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Property and equipment and rental properties - Property and equipment and rental properties are stated at cost less accumulated depreciation. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets, which are generally 3 to 27 years. The amounts of depreciation provided are sufficient to charge the cost of the related assets to operations over their estimated useful lives. The cost of repairs and maintenance is charged to expense as incurred. Expenditures for property betterments and renewals are capitalized. Upon sale or other disposition of a depreciable property, cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in other income. The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful life of fixed assets or whether the remaining balance of fixed assets should be evaluated for possible impairment. The Company uses an estimate of the related undiscounted cash flows over the remaining life of the fixed assets in measuring their recoverability. Income taxes - The Company accounts for its income taxes in accordance with Statement of Financial Accounting Standards No. 109, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Management feels the Company will have a net operating loss carryover to be used for future years. Such losses may not be fully deductible due to the significant amounts of non-cash service costs. The Company has not established a valuation allowance for the full tax benefit of the operating loss carryovers due to the uncertainty regarding realization. 7 LAM LIANG CORP. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS (CONTINUED) 1.DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT POLICIES (continued) ------------------------------------------------------------------------ Net loss per common share - The Company computes net loss per share in accordance with SFAS No. 128, Earnings per Share (SFAS 128) and SEC Staff Accounting Bulletin No. 98 (SAB 98). Under the provisions of SFAS 128 and SAB 98, basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is antidilutive. For the period from October 12, 2004 (Date of Inception) through July 31, 2005, no options and warrants were excluded from the computation of diluted earnings per share because their effect would be antidilutive. Comprehensive income (loss) - The Company's bank account is located in Thailand, with funds in Thai baht. Foreign currency translation gains and losses were $2,644 for the quarter ended July 31, 2005. See Note 7 regarding comprehensive income. 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 date. Any exchange gains and losses are included in other items on the statement of operations. Concentration of risk - A significant amount of the Company's assets and resources are dependent on the financial support of Anchana Chayawatana. Should Anchana Chayawatana determine to no longer finance the operations of the company, it may be unlikely for the Company to continue. Revenue recognition - The Company has no revenues to date from its operations. Advertising costs - The Company recognizes advertising expenses in accordance with Statement of Position 93-7 "Reporting on Advertising Costs." Accordingly, the Company expenses the costs of producing advertisements at the time production occurs, and expenses the costs of communicating advertisements in the period in which the advertising space or airtime is used. The Company has recorded no significant advertising costs for the period from October 12, 2004 (Date of Inception) through July 31, 2005. 8 LAM LIANG CORP. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS (CONTINUED) 1.DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT POLICIES (continued) ------------------------------------------------------------------------ Legal Procedures - The Company is not aware of, nor is it involved in any pending legal proceedings. Stock-based compensation - The Company applies Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued to Employees, and Related Interpretations, in accounting for stock options issued to employees. Under APB No. 25, employee compensation cost is recognized when estimated fair value of the underlying stock on date of the grant exceeds exercise price of the stock option. For stock options and warrants issued to non-employees, the Company applies SFAS No. 123, Accounting for Stock-Based Compensation, which requires the recognition of compensation cost based upon the fair value of stock options at the grant date using the Black-Scholes option pricing model. The following table represents the effect on net loss and loss per share if the Company had applied the fair value based method and recognition provisions of Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation", to stock- based employee compensation for the period ended July 31, 2005:
2005 ---- Net loss, as reported $ (2,987) Other comprehensive income (2,644) Add: Stock-based employee compensation expense included in reported loss, net of related tax effects -- Deduct: Total stock-based employee compensation expense determined under fair value based methods for all awards, net of related tax effects -- --------- Pro forma net loss $ (5,631) ========= Net loss per common share: Basic and fully diluted loss per share, as reported $ (0.00) ========= Basic and fully diluted loss per share, pro forma $ (0.00) =========
There were no stock options granted for the period ended July 31, 2005.There are additionally no written or verbal agreements related to the sale of any stock, option or warrants of the Company's common stock. 9 LAM LIANG CORP. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS (CONTINUED) DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT POLICIES (continued) ---------------------------------------------------------------------- Recent accounting pronouncements - In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure". SFAS No. 148 amends the transition and disclosure provisions of SFAS No. 123. The Company is currently evaluating SFAS No. 148 to determine if it will adopt SFAS No. 123 to account for employee stock options using the fair value method and, if so, when to begin transition to that method. In November 2004, the FASB issued SFAS No. 151, Inventory Costs, an amendment of ARB No. 43, Chapter 4. SFAS No. 151 amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle facility expense, freight, handing costs, and spoilage. This statement requires that those items be recognized as current period charges regardless of whether they meet the criterion of "so abnormal" which was the criterion specified in ARB No. 43. In addition, this Statement requires that allocation of fixed production overheads to the cost of production be based on normal capacity of the production facilities. This pronouncement is effective for the Company beginning October 1, 2005. The Company has not yet a ssessed the impact on adopting this new standard. In December 2004, the FASB issued SFAS No. 123 (revised 2004). Share- Based Payment, which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and amends SFAS No. 95, Statement of Cash Flows. Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 1. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The new standard will be effective for the Company in the first interim or annual reporting period beginning after December 15, 2005. The Company expects the adoption of this standard will have a material impact on its financial statements. 2. PROPERTY AND EQUIPMENT ------------------------- As of July 31, 2005, the Company owns office equipment and furniture totaling $1,724. 3. STOCKHOLDER'S EQUITY ----------------------- The Company has 75,000,000 shares authorized and 2,100,000 issued and outstanding as of July 31, 2005. The issued and outstanding shares were issued as follows: 1,000,000 common shares were issued to Alan Teegardin on October 12, 2004 for the sum of $5,000 in cash which were subsequently transferred to Anchana Chayawatana on November 19, 2004 for the same amount. 1,100,000 common shares were issued to 29 investors in the Company's SB-2 offering for the aggregate sum of $55,000 in cash. The Regulation SB-2 offering was declared effective by the Securities and Exchange Commission on February 15, 2005 and completed in March 2005. 4. LOAN FROM DIRECTOR --------------------- As of July 31, 2005, the Company owed one of its directors $1,847 for out-of-pocket expenses that have not yet been repaid. 5. RELATED PARTY TRANSACTIONS ----------------------------- As of July 31, 2005, there are no significant related party transactions between the Company and any of its officers or directors. 10 LAM LIANG CORP. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS (CONTINUED) 6. STOCK OPTIONS ---------------- As of July 31, 2005, the Company does not have any stock options outstanding, nor does it have any written or verbal agreements for the issuance or distribution of stock options at any point in the future. 7. COMPREHENSIVE INCOME ----------------------- The Company's bank accounts are located in Thailand, with funds in Thai baht, while the financial statements are prepared in US Dollars. Foreign currency translation losses were $2,644 for the period ended July 31, 2005. The before-tax amount and after-tax amount are the same for the Company. The Company maintained an account balance of Baht1,938,905 at July 31, 2005, while the exchange rate was $0.0240, thus the equivalent amount in US Dollars is $46,534. 8. LITIGATION ------------- As of July 31, 2005, the Company is not aware of any current or pending litigation which may affect the Company's operations. 9. SUBSEQUENT EVENTS --------------------- There have been no subsequent events after the close of the period, July 31, 2005, which are material to operations. 11 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. Results of Operations --------------------- For the three and nine months ended July 31, 2005 and since the date of inception, we have not yet generated any revenues. We incurred total operating expenses of $3,003 and $8,935 for the three and nine month periods ended July 31, 2005. These expenses consisted of general operating expenses incurred in connection with the day-to-day operation of our business and the preparation and filing of our periodic reports. Our net losses for the three and nine month periods ended July 31, 2005 were $2,987 and $8,919, respectively. Since we have only been incorporated since October 12, 2004, no comparisons are included in this report to previous periods. Cash provided by financing activities for the three and nine months ended July 31, 2005 was $0 and $55,000, respectively, resulting from the sale of our common stock in an initial public offering, which was completed in March 2005. We are still in our development stage and have generated no revenues to date. Our auditors have expressed their doubt about our ability to continue as a going concern unless we are able to generate profitable operations and/or obtain the financing necessary to meet our obligations and repay our liabilities arising from normal business operations when they become due. Liquidity and Capital Resources ------------------------------- We expect our current cash in the bank of $46,534 at July 31, 2005 to satisfy our cash requirements until we are able to generate revenues. We expect to be able to satisfy our cash requirements for at least the next twelve months without having to raise additional funds or seek bank loans. After that twelve month period, if we have not yet generated revenues sufficient to sustain our business operations, we may have to raise additional monies through sales of our equity securities or through loans from banks or third parties to continue our business plans; however, no such plans have yet been implemented. Our stockholders' equity at July 31, 2005, was $47,251. Off-Balance Sheet Arrangements ------------------------------ We have no off-balance sheet arrangements. We do not intend to purchase any significant property or equipment, nor incur any significant changes in employees during the next six months. Plan of Operation ----------------- Since inception, we have completed the initial design of our first bags; however, we have been unable to locate and engage the services of a manufacturing facility to satisfactorily produce the bags to our specifications. We have had 3 different manufacturers attempt to produce prototypes, but the finished products were not satisfactory. It is our intent to produce "high-end", quality computer bags for women and we are determined to find a local manufacturer who will produce quality bags for a reasonable price. We currently have two prototypes in production by two other manufacturers and are awaiting the final product to determine if either will be satisfactory so we can begin the manufacture and sale of our products. In the meantime, we are continuing to contact manufacturing and production facilities in Thailand to use for further prototype producing and testing, if necessary. Once our initial designs and prototypes are satisfactorily manufactured, we will engage the services of the manufacturer to produce our initial inventory and samples. We estimate our initial inventory and samples will consist of approximately 200 bags,50 bags for each size of each design. These bags will be for samples, to fill small orders to local stores and for internet sales. We plan to start an advertising campaign in local magazines and will attempt to have some articles written on our products through personal connections of Dr. Chayawatana. We have launched a basic website at www.lamliang.com and are continuing to build the web pages and content. There is no cost associated with the development of the website, which is being conducted by Dr. Chayawatana with the assistance of some of her personal friends who are web developers, at no cost to us. We are planning to begin selling products and generating revenues during this phase. 12 Critical Accounting Policies ---------------------------- The unaudited financial statements as of July 31, 2005 included herein have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. It is suggested that these financial statements be read in conjunction with our October 31, 2004 audited financial statements and notes thereto, which can be found in our Form SB-2 Registration Statement on the SEC website at www.sec.gov under our SEC File No. 333-121127. We have adopted SFAS No. 52, Foreign Currency Translation, which requires that the translation of the applicable foreign currency into U.S. dollars be performed for balance sheet accounts using current exchange rates in effect at the balance sheet date and for revenue and expense accounts using a weighted average exchange rate during the period. The gains or losses resulting from such translation are included in the consolidated statements of stockholders' equity and comprehensive income. Our financial statements are based on the selection and application of generally accepted accounting principles, which require us to make estimates and assumptions about future events that affect the amounts reported in our financial statements and the accompanying notes. Future events and their effects cannot be determined with certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results could differ from those estimates, and any such differences may be material to our financial statements. We believe that our policies may involve a higher degree of judgment and complexity in their application than our other accounting policies and represent the critical accounting policies used in the preparation of our financial statements. If different assumptions or conditions were to prevail, the results could be materially different from our reported results. Our significant accounting policies are presented in the notes to our financial statements. When we prepare our consolidated financial statements, we use estimates and assumptions that may affect reported amounts and disclosures. We base these estimates on historical results and various other assumptions believed to be reasonable, the results of which form the basis for making estimates concerning the carrying value of assets and liabilities that are not readily available from other sources. Actual results could differ from the amounts previously estimated, which were based on the information available at the time the estimates were made. Changes in estimates are recorded if and when better information becomes available. We consider an accounting estimate to be critical if: (1) the accounting estimate requires us to make an assumption about a matter that was highly uncertain at the time the estimate was made, and (2) changes in the estimate that are reasonably likely to occur from period to period, or use of a different estimate that we reasonably could have used in the current period, could have a material impact on our consolidated results of operations or financial condition. As we are currently only a development stage company, with no revenues, we do not yet have an Audit Committee. 13 ITEM 3. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures ------------------------------------------------ Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Additionally, there were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date. We have not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken. PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K A) The following exhibits, marked with an asterisk and required to be filed hereunder, are incorporated herein by reference and can be found in their entirety in our original Form SB2 Registration Statement, filed under SEC File No. 333-121127, at the SEC website at www.sec.gov:
Exhibit No. Description ---------- ----------- * 3(i) Articles of Incorporation * 3(ii) Bylaws 31.1 Sec. 302 Certification of Principal Executive Officer 31.2 Sec. 302 Certification of Principal Financial Officer 32.1 Sec. 906 Certification of Principal Executive Officer 32.2 Sec. 906 Certification of Principal Financial Officer
B) There were no reports on Form 8-K filed during the quarter ended July 31, 2005. 14 SIGNATURES ---------- Pursuant to the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. September 11, 2005 Lam Liang Corp., Registrant By: /s/ Dr. Anchana Chayawatana ------------------------------------- Dr. Anchana Chayawatana, President and Chief Executive Officer In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. September 11, 2005 Lam Liang Corp., Registrant By: /s/ Dr. Anchana Chayawatana ------------------------------------- Dr. Anchana Chayawatana, President and Chief Executive Officer September 11, 2005 By: /s/ Prapaipan Chayawatana ------------------------------------- Prapaipan Chayawatana, Treasurer, Chief Financial Officer and Principal Accounting Officer 15