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 June 30, 2005. [ ] Transition report under Section 13 or 15(d) of the Exchange Act For the transition period from ---- to ----- Commission File Number 0-50834 SIAM IMPORTS, INC. -------------------------------------------------- (Exact name of registrant as specified in its charter) Nevada 73-1668122 - -------------------------- ----------------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization Identification No.) Suite 1801- 1 Yonge Street Toronto, Ontario, Canada M5E 1W7 - ---------------------------------------- ------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code:(416) 214-3492) 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 At June 30, 2005, there were 1,800,000 shares of our common stock issued and outstanding. 1 TABLE OF CONTENTS ----------------- PART I: FINANCIAL INFORMATION Item 1. Financial Statements......................................... 2 Item 2. Management's Discussion and Analysis or Plan of Operation ... 9 Item 3. Controls and Procedures...................................... 11 PART II: OTHER INFORMATION Item 6. Exhibits..................................................... 11 Signatures............................................................ 11 PART 1. FINANCIAL INFORMATION ----------------------------- Item 1. Financial Statements - ---------------------------- The financial statements included herein have been prepared by us, 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 omitted. However, in the opinion of management, all adjustments (which include only normal recurring accruals) necessary to present fairly the financial position and results of operations for the period presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in our Form 10-SB, which can be found on the SEC website (www.sec.gov) under SEC File Number 000-50834. 2 SIAM IMPORTS, INC. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEET Unaudited Audited As of As of June 30, 2005 December 31, 2004 -------------- ----------------- ASSETS - ------ Current Assets Cash $ 1,252 $ 13,036 Deposits - - -------------------------- Total Current Assets 1,252 13,036 Inventory 4,972 4,972 -------------------------- Total Assets $ 6,224 $ 18,008 ========================== LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------ Current Liabilities Accounts Payable $ 2,359 $ 2,987 -------------------------- Total Current Liabilities 2,359 2,987 -------------------------- Total Liabilities 2,359 2,987 Stockholders' Equity Common stock;$.001 par value; 25,000,000 shares authorized, 1,800,000 shares issued and outstanding 1,800 1,800 Additional Paid-in-Capital 43,200 43,200 Accumulated Deficit (41,135) (29,979) -------------------------- Total Stockholders' Equity 3,865 15,021 -------------------------- Total liabilities and stockholders' equity $ 6,224 $ 18,008 ========================== See accompanying notes to Financial Statements. 3 SIAM IMPORTS, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF OPERATIONS Unaudited May 27, 2003 6 months ended 3 months ended (Inception) June 30, June 30, June 30, June 30, through June 30, 2005 2004 2005 2004 2005 ---------------------------------------------------------------- <c> <c> Revenue $ - $ - $ - $ - $ - Operating expenses General and administrative 3,800 6,287 2,199 1,264 26,715 Professional fees 7,280 3,264 - 2,535 14,044 ---------------------------------------------------------------- Total operating expenses 11,080 9,551 2,199 3,799 40,759 ---------------------------------------------------------------- Loss from operations (11,080) (9,551) (2,199) (3,799) (40,759) Other income (expenses): Other expense (76) - - - (376) ---------------------------------------------------------------- Total other income(expenses) (76) - - - (376) ---------------------------------------------------------------- Loss before provision for income taxes (11,156) (9,551) (2,199) (3,799) (41,135) Provision for income taxes - - - - - ---------------------------------------------------------------- Net loss $ (11,156) (9,551) (2,199) (3,799) (41,135) ---------------------------------------------------------------- Basic and diluted loss per common share $ (0.01) $ (0.01) $ (0.00) $ (0.00) $ (0.03) ================================================================ Basic and diluted weighted average common shares outstanding 1,800,000 1,800,000 1,800,000 1,800,000 1,638,039 =============================================================== See Accompanying Notes to Financial Statements 3 SIAM IMPORTS, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF CASH FLOWS Unaudited Unaudited Unaudited May 27, 2003 January 1, 2005 January 1, 2004 (Inception) through through through June 30, 2005 December 31, 2004 June 30, 2005 ---------------------------------- ------------- Cash flows from operating activities: Net loss $ (11,156) $ (9,551) $ 41,135 Adjustments to reconcile net loss to net cash used by operating activities: Changes in operating assets and liabilities: (Increase)/Decrease in Inventory - - (4,972) Increase/(Decrease) in Accounts Payable (628) - 2,359 Change in depostis - - - ---------------------------------------------- Net cash used by operating activities (11,784) (9,551) (43,748) Cash flows from investing activities: Purchase of property and equipment - - - ---------------------------------------------- Net cash used by investing activities - - - Cash flows from financing activities: Proceeds from issuance of common stock - - - ---------------------------------------------- Net cash provided by financing activities - - - ---------------------------------------------- Net increase in cash (11,784) (9,551) 1,252 Cash, beginning of period 13,036 36,308 - ---------------------------------------------- Cash, end of period $ 1,252 $ 26,757 $ 1,252 ============================================== Supplemental cash flow information: Cash payments for income taxes $ - $ - $ - ============================================== Cash payments for interest $ - $ - $ - ============================================== See accompanying notes to financial statements 5 SIAM IMPORTS, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES - ----------------------------------------------------------------------- Description of business and history - Siam Imports, Inc., a Nevada corporation, (hereinafter referred to as the "Company" or "Siam Imports") was incorporated in the State of Nevada on May 27, 2003. The Company was formed to engage in the importation and distribution of SE Asian gifts and decorative items to the North American marketplace. The Company has sourced the following products in Thailand and has purchased samples in order to wholesale them to retail businesses starting around the Ontario region of Canada: hand made stainless steel cutlery, thai silk products, products made from mango wood, ornamental wall hangings and all natural skin care and beauty products. The Company operations have been limited to general administrative operations, purchasing a limited amount of sample inventory, establishing its online webs store 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 May 27, 2003, indicating Sandra L. Miller on behalf of Resident Agents of Nevada , Inc. as the sole incorporator. The company filed its annual list of officers and directors with the Nevada Secretary of State on May 31, 2005, indicating it's President and Treasurer is Dennis Eldjarnson, it's Secretary is Debbie Eldjarnson and Nutjaree Saengjan as a director. Going concern - The Company incurred net losses of approximately $41,135 from the period of May 27, 2003 (Date of Inception) through June 30, 2005 and has commenced limited operations, rather, still in the development stages, raising substantial doubt about the Company's ability to continue as a going concern. The Company will seek additional sources of capital through the issuance of debt or equity financing, but there can be no assurance the Company will be successful in accomplishing its objectives. 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 December 31. 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. 6 SIAM IMPORTS, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES, Continued - -------------------------------------------------------------- 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. 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 May 27, 2003 (Date of Inception) through June 30, 2005, no options and warrants were excluded from the computation of diluted earnings per share because their effect would be antidilutive. Revenue recognition - The Company has no revenues to date from its operations. 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 June 30, 2005: 		 2005 ----------- Net loss, as reported $ (2,199) Other comprehensive income -- 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 $ (2,199) ======== 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) ======== 7 SIAM IMPORTS, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES, Continued - -------------------------------------------------------------- There were no stock options granted for the period ended June 30, 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. 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 assessed 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. 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. In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29 "effective for nonmonetary asset exchanges occurring in the fiscal year beginning January 1, 2006. SFAS No. 153 requires that exchanges of productive assets be accounted for at fair value unless fair value cannot be reasonably determined or the transaction lacks commercial substance. SFAS No. 153 is not expected to have a material effect on the company's Consolidated Financial Statements. In May 2005, the FASB issued SFAS 154, "Accounting Changes and Error Corrections - a Replacement of APB Opinion No. 20 and FASB Statement No. 3". SFAS 154 requires retrospective application to prior period financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. SFAS 154 also redefines "restatement" as the revising of previously issued financial statements to reflect the correction of an error. This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company does not believe that the adoption of SFAS 154 will have a significant impact on the financial statements. 8 SIAM IMPORTS, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS 2. PROPERTY AND EQUIPMENT - ------------------------- As of June 30, 2005, the Company does not own any property and/or equipment. 3. STOCKHOLDER'S EQUITY - ----------------------- The Company has 25,000,000 shares authorized and 1,800,000 issued and outstanding as of June 30, 2005. The issued and outstanding shares were issued as follows: 500,000 common shares were issued to Dennis Eldjarnson on May 27, 2003 for the sum of $2,500 in cash. 500,000 common shares were issued to Debbie Eldjarnson on May 27, 2003 for the sum of $2,500 in cash. 800,000 common shares were issued to 32 investors in the Company's Regulation D - Rule 504 offering for the sum of $40,000 in cash. The Regulation D - Rule 504 offering was declared effective by the State of Nevada on August 22, 2003, sold in September 2003 and a Form D was filed with the Securities and Exchange Commission. 4. LOAN FROM STOCKHOLDER - ------------------------ As of June 30, 2005, there is a total of $2,359 that has been forwarded by Dennis Eldjarnson to the Company with no specific repayment terms. 5. RELATED PARTY TRANSACTIONS - ----------------------------- The Company has no significant related party transactions and/or relationships with any individuals or entities. 6. STOCK OPTIONS - ---------------- As of June 30, 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. LITIGATION - ------------- As of June 30, 2005, the Company is not aware of any current or pending litigation which may affect the Company's operations. 8. SUBSEQUENT EVENTS - -------------------- There have been no subsequent events after the period on June 30, 2005, which are material to operations. 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. - ----------------------------------------------------------------- The following discussion should be read in conjunction with the information contained in the audited financial statements and notes thereto set forth in our Annual Report on Form 10-KSB for the year ended December 31, 2004, which can be found in its entirety on the SEC website at www.sec.gov. Note Regarding Forward-Looking Statements - ----------------------------------------- The statements contained in this Form 10-QSB that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These include statements about our expectations, beliefs, intentions or strategies for the future, which are indicated by words or phrases such as anticipate, expect, intend, plan, will, the Company believes, management believes and similar words or phrases. The forward-looking statements are based on our current expectations and are subject to certain risks, uncertainties and assumptions. Our actual results could differ materially from results anticipated in these forward-looking statements. All forward-looking statements included in this document are based on information available to us on the date hereof, and weassumes no obligation to update any such forward-looking statements. Overview - -------- We are a development stage company and have not yet generated any revenues. Since our cash reserves have been depleted and we are basically relying on contributions from our officers and directors for operating expenses, we may be forced to seek other sources of capital to continue operations. We may need to raise additional capital in the future through equity or debt financings or capitalize on other business opportunities in order to continue operations. There can be no assurance that we will be able to raise additional financing on favorable terms or that we will generate any interest in our proposed operations sufficient to provide the funds we require to continue with our current business plans. Results of Operations - --------------------- Three Months Ended June 30, 2005 compared to Three Months Ended June 30, 2004 - --------------------------------------------------------------------- We are a development stage company and have not yet generated any revenues since inception. Operating expenses were $2,199 for the three months ended June 30, 2005, all consisting of general and administrative expenses, as compared to $3,799 for the three months ended June 30, 2004. The decrease in expenses from June 30, 2004 was attributed to no professional fees incurred during the three months ended June 30, 2005. Net loss was $2,199 or $0.00 per share for the three months ended June 30, 2005, as compared to $3,799 or $0.01 per share for the three months ended June 30, 2004. Liquidity and Capital Resources - ------------------------------- Three Months Ended June 30, 2005 compared to Three Months Ended June 30, 2004 - ------------------------------------------------------------------------ At June 30, 2005, our only source of liquidity consisted of $1,252 in cash in the bank and $4,972 in unsold inventory. Net cash used in operating activities for the six months ended June 30, 2005 was $11,784. 9 There was no cash provided by financing or investing activities for the three or six months ended June 30, 2005. Our stockholders' equity was $3,865 at June 30, 2005. In the next 12 months, we do not intend to spend any substantial funds on research and development and do not intend to purchase any major equipment. We do not intend to hire any new employees during the ensuing year, unless our business operations expand sufficiently to warrant additional staff. We do not anticipate any material commitments for capital expenditures in the near term. We are not aware of any trend in our industry or capital resources which may have a negative impact on our income or revenues. Off-Balance Sheet Arrangements - ------------------------------ We have no off-balance sheet arrangements or contractual or commercial commitments.. Critical Accounting Policies - ---------------------------- The financial statements included herein have been prepared 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 for interim financial statements. Management believes the disclosures made are adequate to make the information not misleading and recommends that these unaudited interim financial statements be read in conjunction with the audited financial statements and notes included in our Form 10K-SB as of December 31, 2004, which can be found on the SEC Website at www.sec.gov under SEC File Number 000-50834. The financial statements and accompanying notes included herein were prepared in accordance with generally accepted accounting principles. Preparing financial statements requires our 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 revenues and expenses during the reporting period. These estimates and assumptions are affected by management's application of accounting policies. These important accounting policies include the successful efforts method of accounting for property and equipment, revenue recognition, accounting for income taxes, accounting for environmental matters, and foreign currency translation. We also apply SFAS No. 128, Earnings Per Share, for the calculation of "Basic" and "Diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution of securities that could share in our earnings. We have also 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. 10 ITEM 3. 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 herein are incorporated by reference and can be found in their entirety in our original Form 10-SB registration statement, filed on July 6, 2004, under SEC File Number 000-50834: <s> <c> Exhibit No. Description - ---------- ----------- * 3(a) Articles of Incorporation * 3(b) Bylaws 31 Sec. 302 Certification 32		 Sec. 906 Certification B) There were no reports on Form 8-K filed during the three months ended June 30, 2005. 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. SIAM IMPORTS, INC., a Nevada corporation (Registrant) Dated: August 13, 2005 By: /s/ Dennis Eldjarnson, President, CEO, Treasurer, CFO, Principal Accounting Officer and Director Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf the undersigned thereunto duly authorized. SIAM IMPORTS, INC., a Nevada corporation (Registrant) Dated: August 13, 2005 By: /s/ Dennis Eldjarnson, President, CEO, Treasurer, CFO, Principal Accounting Officer and Director Dated: August 13, 2005 By:/s/ Deborah Eldjarnson, Secretary Dated: August 13, 2005 By:/s/ Nutjaree Saengjan, Vice President 11