Attached files
file | filename |
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EX-10 - EX-10.38 EMPLOYMENT AGREEMENT OF PAUL LEE - L & L ENERGY, INC. | exhibit1038paullee.htm |
EX-21 - EX-21.1 LIST OF SUBSIDIARIES - L & L ENERGY, INC. | exhibit211listofsub.htm |
EX-10 - EX-10.37 EMPLOYMENT AGREEMENT OF PAUL CHENG - L & L ENERGY, INC. | exhibit1037paulcheng.htm |
EX-10 - EX-10.34 EMPLOYMENT AGREEMENT OF CONNIE WONG - L & L ENERGY, INC. | exhibit1034conniewong.htm |
EX-10 - EX-10.35 EMPLOYMENT AGREEMENT OF CLAYTON FONG - L & L ENERGY, INC. | exhibit1035claytonfong.htm |
EX-10 - EX-10.36 EMPLOYMENT AGREEMENT OF JUNG MEI (ROSEMARY) WANG - L & L ENERGY, INC. | exhibit1036rosemarywang.htm |
EX-10 - EX-10.39 BOARD MEMBER CONTRACT - L & L ENERGY, INC. | exhibit1039boardcontract.htm |
EX-23 - EX-23.1 CONSENT OF KABANI & CO., INC - L & L ENERGY, INC. | exhibit231consent_letterll.htm |
EX-3 - EX-3.5 AMENDMENT NO.1 TO BYLAWS - L & L ENERGY, INC. | exhibit35amendment1tobylaws.htm |
EX-10 - EX-10.40 EMPLOYMENT AGREEMENT OF NORMAN MINETA - L & L ENERGY, INC. | exhibit1040normmineta.htm |
As filed with the Securities and Exchange Commission on October 4, 2010 Registration No. 333-164229 |
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
AMENDMENT NO. 3
(Part II)
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
L & L ENERGY, INC.
(Exact name of registrant as specified in its charter)
Nevada (State or other jurisdiction of incorporation or organization) |
1220 |
91-2103949 (I.R.S. Employer Identification No.) |
130 Andover Park East
Suite 200
Seattle, WA 98188
(206) 264-8065
(Address, Including zip code, and telephone number, including area code, of registrants principal executive offices)
______________________
Dickson V. Lee, Chief Executive Officer
L&L Energy, Inc.
130 Andover Park East
Suite 200
Seattle, WA 98188
(206) 264-8065
(Name, address, including zip code, and telephone number, including area code, of agent for service)
______________________
Copies of all communications, including communications sent to agent for service, shall be sent to:
George H. Wang, Esq. Orrick, Herrington & Sutcliffe LLP 51 W. 52nd Street New York, NY 10019 (212) 506-5345 |
______________________
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. T
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please 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. £
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer £ |
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Accelerated filer T |
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Non-accelerated filer £ (Do not check if a smaller reporting company) |
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Smaller reporting company £ |
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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 Commission, acting pursuant to said Section 8(a), may determine.
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EXPLANATORY NOTE
This Part II to Amendment No. 3 to the Registration Statement on Form S-1 (No. 333-164229) of L & L Energy, Inc. replaces in its entirety the exhibits filed under Item 16(a) of Amendment No. 3 to the Registration Statement of L & L Energy, Inc. as filed on September 28, 2010 (the "Original Filing"). This Part II should be read in conjunction with the Original Filing and with our other filings made with the Securities and Exchange Commission subsequent to the filing of the Original Filing, including any amendments to those filings.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Seattle, State of Washington, on October 4, 2010.
L&L ENERGY, INC. |
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By: |
/s/ Dickson V. Lee |
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Dickson V. Lee Chief Executive Officer (Principal Executive Officer) |
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By: |
/s/ Jung Mei Wang |
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Jung Mei (Rosemary) Wang Acting Chief Financial Officer (Principal Financial and Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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Title |
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Date |
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/s/ Dickson V. Lee |
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October 4, 2010 |
Dickson V. Lee |
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Chairman of the Board, President, and Chief Executive Officer |
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/s/ Jung Mei Wang |
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October 4, 2010 |
Jung Mei (Rosemary) Wang |
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Acting Chief Financial Officer |
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/s/ Norman Mineta* |
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October 4, 2010 |
Norman Mineta |
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Director |
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/s/ Shirley Kiang * |
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October 4, 2010 |
Shirley Kiang |
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Director |
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/s/ Ian Robinson* |
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October 4, 2010 |
Ian Robinson |
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Director |
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/s/ Robert Lee * |
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October 4, 2010 |
Robert Lee |
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Director |
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/s/ Dennis Bracy * |
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October 4, 2010 |
Dennis Bracy |
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Director |
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*Dickson V. Lee, pursuant to a Power of Attorney executed by each of the officers and directors noted above and filed with the Securities and Exchange Commission, by signing his name hereto does hereby sign and execute this Amendment No. 3 to the Registration Statement on behalf of each of the persons noted above, in the capacities indicated, and does hereby sign and execute this Amendment No. 3 to the Registration Statement on his own behalf in the capacities of Chairman of the Board, President and Chief Executive Officer.
/s/ Dickson V. Lee
Dickson V. Lee
INDEX TO EXHIBITS FILED HEREWITH
Exhibit Number
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Description
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3.5 |
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Amendment No. 1 to Bylaws |
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10.34 |
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Employment Agreement of Connie Wong dated May 12, 2010 |
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10.35 |
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Employment Agreement of Clayton Fong dated September 29, 2009 |
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10.36 |
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Employment Agreement of Jung Mei (Rosemary) Wang dated November 17, 2009 |
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10.37 |
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Employment Agreement of Paul Cheng dated September 8, 2010 |
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10.38 |
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Employment Agreement of Paul Lee dated March 9, 2010 |
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10.39 |
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Form of Board Member Contract |
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10.40 |
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Board Member Contract of Mr. Norman Mineta dated August 4, 2010 |
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21.1 |
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List of Subsidiaries |
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23.1 |
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Consent of Kabani & Co., Inc. |
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24.2 |
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Power of Attorney for Mr. Norman Mineta (Included in the signature page to the original filing of Amendment No. 3 to the Registration Statement) |