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 March 31, 2006.
[ ] Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from January 1, 2006 to March 31, 2006
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.)
3001 Knox Street, Suite 403
Dallas, TX 75205
---------------------------------------- ----------
(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 [ ]
Transitional Small Business Disclosure Format: Yes [ ] No [X]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act.
Yes [X] No [ ]
At March 31, 2006, there were 8,000,000 shares of our common stock issued
and outstanding.
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.
SIAM IMPORTS, INC.
(A Development Stage Company)
Balance Sheets
As of March 31, 2006 and December 31, 2005
Unaudited Audited
March 31, Dec 31,
2006 2005
Restated
=========== ===========
ASSETS
Current Assets
Checking/Savings
Cash in Bank $ 40 $ 58
----------- -----------
Total Checking/Savings 40 58
Other Current Assets
Inventory - -
----------- -----------
Total Other Current Assets - -
----------- -----------
Total Current Assets 40 58
----------- -----------
TOTAL ASSETS $ 40 $ 58
=========== ===========
LIABILITIES & EQUITY
Liabilities
Current Liabilities
Accounts Payable
Accounts Payable $ - $ -
----------- -----------
Total Accounts Payable - -
Other Current Liabilities
Loan Payable 2,359 2,359
----------- -----------
Total Other Current Liabilities 2,359 2,359
----------- -----------
Total Current Liabilities 2,359 2,359
----------- -----------
Total Liabilities 2,359 2,359
Equity
Additional Paid-in-Capital 68,000 68,000
Common Stock (25,000,000 shares
authorized, 8,000,000 shares
issued and outstanding) 8,000 8,000
Accumulated Deficit (78,319) (78,301)
----------- -----------
Total Equity (2,319) (2,301)
TOTAL LIABILITIES & EQUITY $ 40 $ 58
=========== ===========
See accompanying notes to financial statements.
SIAM IMPORTS, INC.
(A Development Stage Company)
Statements of Operations
Unaudited
May 27, 2003
(Date of
Jan 1-Mar 31 Jan 1-Mar 31 Inception)
2006 2005 - Mar 2006
=========== =========== ===========
Revenue
Revenue $ - $ - $ -
Operating Expenses
General and Administrative $ 18 $ 4,881 $ 35,178
Professional Fees - 4,000 42,764
----------- ----------- -----------
Total Expense 18 8,881 77,942
----------- ----------- -----------
Losses from Operations (18) (8,881) (77,942)
Other Income (Expenses)
Other Expense
Miscellaneous Expense - 77 377
Interest Expense - - -
----------- ----------- -----------
Total Other Expense - 77 377
Losses before provision for
income taxes and minority interest (18) (8,958) (78,319)
Provision from income taxes - - -
----------- ----------- -----------
Net Loss $ (18) $ (8,958) $ (78,319)
=========== =========== ===========
Basic and diluted loss per
common share $ (0.01) $ (0.01) $ (0.01)
----------- ----------- -----------
Basic and diluted weighted
average common share outstanding 8,000,000 1,800,000 8,000,000
----------- ----------- -----------
See accompanying notes to financial statements.
SIAM IMPORTS, INC.
(A Development Stage Company)
Statements of Cash Flows
Unaudited
May 27, 2003
(Date of
Jan 1-Mar 31 Jan 1-Mar 31 Inception)
2006 2005 - Mar 2006
=========== =========== ===========
Cash flow from
Operating Activities:
- ----------------------
Net Loss $ (18) $ (8,957) $ (78,319)
Adjustments to reconcile net loss to
net cash used by operating activities:
Stock issued for services - - 31,000
(Increase) Decrease in inventory - - -
Increase (Decrease) in accounts payable - (2,987) -
Increase (Decrease) in loan payable - - 2,359
----------- ----------- -----------
Net cash used by operating activities $ (18) $ (11,944) $ (44,960)
Cash flow from
Investing Activities:
- ----------------------
Net cash used by investing activities $ - $ - $ -
Cash flow from
Financing Activities:
- ----------------------
Net cash provided by financing activities $ - $ - $ 45,000
Net Decrease in cash (18) (11,944) 40
Cash at beginning of period 58 13,036 -
----------- ----------- -----------
Cash at end of period $ 40 $ 1,092 $ 40
=========== =========== ===========
See accompanying notes to financial statements
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. The
Company 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 its President and Treasurer as
Dennis Eldjarnson, its Secretary as Debbie Eldjarnson and Nutjaree Saenjaen as
a director. On October 11, 2005 Nutjaree Saenjaen resigned and Taber Wetz were
appointed as director.
Going concern - The Company incurred net losses of approximately $78,319 from
the period of May 27, 2003 (Date of Inception) through March 31, 2006 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.
SIAM IMPORTS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
2. PROPERTY AND EQUIPMENT
- -------------------------
As of March 31, 2006, the Company does not own any property and/or equipment.
3. STOCKHOLDER'S EQUITY
- -----------------------
The Company has 25,000,000 shares authorized and 8,000,000 issued and
outstanding as of March 31, 2006. 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.
6,200,000 common shares were issued to MAC Partners, LP on November 29, 2005
for $31,000 of consulting services.
The company has reclassed $24,800 from common stock at year end to $24,800 in
additional paid in capital. This entry relates the 6,200,000 shares issued in
November 2005. Previously, the entire $31,000 was booked to common stock while
$24,800 should have been attributed to the additional paid in capital in the
There was no effect on the earnings per share in this reclassification. All
adjustments necessary in order to present a fair and accurate presentation of
the financials have been made.
4. LOAN FROM STOCKHOLDER
- ------------------------
As of March 31, 2006, there is a total of $2,359 that has been forwarded by
Dennis Eldjarnson, the former president, to the Company with no specific
repayment terms. This loan is non-interest bearing.
5. RELATED PARTY TRANSACTIONS
- -----------------------------
Other than noted above, the Company has no significant related party
transactions and/or relationships with any individuals or entities.
6. STOCK OPTIONS
- ----------------
As of March 31, 2006, 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 March 31, 2006, the Company is not aware of any current or pending
litigation which may affect the Company's operations.
8. SUBSEQUENT EVENTS
- --------------------
On May 12, 2006, registrant ("Siam"), entered into a Securities Purchase
Agreement and to acquire 100% of the total issued and outstanding shares of
Apollo Drilling LLC, a Texas limited liability company, from Apollo Resources
International, Inc., a Utah corporation and the sole member of Apollo Drilling
LLC, in full and sole consideration of 13,700,000 shares of the registrant's
Common Stock. The transaction did not involve the transfer of any funds. The
13,700,000 shares will be issued directly by Siam from its authorized but
unissued shares of Common Stock.
Effective May 15, 2006, Dennis Eldjarnson, President and Treasurer, and Debbie
Eldjarnson, Secretary, have stepped down from officer positions in Siam
Imports, Inc. They each sold their respective shares to MAC Partners, LP on
this date. George Lowrance has been named CEO and Director, and Wayne McPherson
has been named President of Siam Imports, Inc., effective May 15, 2006. Details
of this agreement can be found on 8-K filed on May 12, 2006.
SIAM IMPORTS, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
As of December 31, 2005
Restated
SI AD Unaudited
Audited Unaudited Consolidated
as of as of as of
Dec 31, 05 Dec 31, 05 Dec 31, 05
---------------- ---------------- ----------------
ASSETS
Current Assets
Checking/Savings
Cash in Bank $ 58 $ - $ 58
---------------- ---------------- ----------------
Total Checking/Savings 58 - 58
Other Current Assets
Deposits - - -
---------------- ---------------- ----------------
Total Other Current Assets - - -
---------------- ---------------- ----------------
Total Current Assets 58 - 58
---------------- ---------------- ----------------
TOTAL ASSETS $ 58 $ - $ 58
================ ================ ================
LIABILITIES & DEFICIT
Liabilities
Current Liabilities
Accounts Payable
Accounts Payable - trade - - -
Accounts Payable - DGMAC - - -
Accounts Payable - Apollo Res. $ - $ - $ -
---------------- ---------------- ----------------
Total Accounts Payable - - -
Other Current Liabilities
Loan Payable 2,359 - 2,359
---------------- ---------------- ----------------
Total Other Current Liabilities 2,359 - 2,359
---------------- ---------------- ----------------
Total Current Liabilities 2,359 - 2,359
---------------- ---------------- ----------------
Total Liabilities 2,359 - 2,359
Equity
Additional Paid-in-Capital 68,000 - 68,000
Common Stock (25,000,000 shares
authorized, 8,000,000 shares
issued and outstanding) 8,000 - 8,000
Accumulated Deficit (78,301) - (78,301)
Total Deficit (2,301) - (2,301)
---------------- ---------------- ----------------
TOTAL LIABILITIES & DEFICIT $ 58 $ - $ 58
================ ================ ================
SIAM IMPORTS, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
Year Ended December 31, 2005
SI AD
Audited Unaudited Unaudited
Twelve months ended Consolidated
Dec 31, 05 Dec 31, 05 Dec 31, 05
------------------- ------------------- -------------------
Revenue
Revenue $ - $ - $ -
Operating Expenses
General and Administrative $ 13,245 $ - $ 13,245
Professional Fees 35,000 - 35,000
------------------- ------------------- -------------------
Total Expense 48,245 - 48,245
------------------- ------------------- -------------------
Losses from Operations (48,245) - (48,245)
Other Income (Expenses)
Other Expense
Miscellaneous Expense 77 - 77
Interest Expense - - -
------------------- ------------------- -------------------
Total Other Expense 77 - 77
------------------- ------------------- -------------------
Losses before provision for
income taxes and minority
interest (48,322) - (48,322)
Provision from income taxes - - -
------------------- ------------------- -------------------
Net Loss $ (48,322) $ - (48,322)
=================== =================== ===================
SIAM IMPORTS, INC.
PRO FORMA CONSOLIDATED STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2005
SI AD Consolidated
Audited Unaudited Unaudited
Jan - Dec 05 Jan - Dec 05 Jan - Dec 05
---------------------------------------------------------------------
Cash flow from
Operating Activities:
Net Loss $ (48,322) $ - $ (48,322)
Adjustments to reconcile
net loss to net cash used
by operating activities:
Stock issued for services 31,000 - 31,000
(Increase) Decrease in
inventory 4,972 - 4,972
Increase (Decrease) in
accounts payable (2,987) - (2,987)
Increase (Decrease) in
loan payable 2,359 - 2,359
----------------- ------------------ -----------------
Net cash used by operating
activities $ (12,978) $ - $ (12,978)
Cash flow from
Investing Activities:
Security Deposits on property
and equipment - - -
----------------- ------------------ -----------------
Net cash used by investing
activities - - -
Cash flow from
Financing Activities:
Net cash provided by
financing activities $ - $ - $ -
Net Decrease in cash (12,978) - (12,978)
Cash at beginning of period 13,036 - 13,036
----------------- ------------------ -----------------
Cash at end of period $ 58 $ - $ 58
================= ================== =================
SIAM IMPORTS, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET - UNAUDITED
As of March 31, 2006
SI AD Consolidated
as of as of as of
Mar 31, 06 Mar 31, 06 Mar 31, 06
---------------- ---------------- ----------------
ASSETS
Current Assets
Checking/Savings
Cash in Bank $ 40 $ 7,360 $ 7,400
---------------- ---------------- ----------------
Total Checking/Savings 40 7,360 7,400
Other Current Assets
Inventory - - -
Deposits - 166,140 166,140
---------------- ---------------- ----------------
Total Other Current Assets - 166,140 166,140
---------------- ---------------- ----------------
Total Current Assets 40 173,500 173,540
---------------- ---------------- ----------------
TOTAL ASSETS $ 40 $ 173,500 $ 173,540
================ ================ ================
LIABILITIES & DEFICIT
Liabilities
Current Liabilities
Accounts Payable
Accounts Payable - trade - 3,375 3,375
Accounts Payable - DGMAC - 75,000 75,000
Accounts Payable - Apollo Res. $ - $ 106,000 $ 106,000
---------------- ---------------- ----------------
Total Accounts Payable - 184,375 184,375
Other Current Liabilities
Loan Payable 2,359 - 2,359
---------------- ---------------- ----------------
Total Other Current Liabilities 2,359 - 2,359
---------------- ---------------- ----------------
Total Current Liabilities 2,359 184,375 186,734
---------------- ---------------- ----------------
Total Liabilities 2,359 184,375 186,734
Equity
Additional Paid-in-Capital 68,000 - 68,000
Membership Interest in LLC 300
Common Stock (25,000,000 shares
authorized, 8,000,000 shares
issued and outstanding) 8,000 8,000
Accumulated Deficit (78,319) (11,175) (89,494)
Total Equity (2,319) (10,875) (13,194)
---------------- ---------------- ----------------
TOTAL LIABILITIES & DEFICIT $ 40 $ 173,500 $ 173,540
================ ================ ================
SIAM IMPORTS, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS - UNAUDITED
For the Three Months Ended March 31, 2006
SI AD
Three months ended Consolidated
Mar 31, 06 Mar 31, 06 Mar 31, 06
------------------- ------------------- -------------------
Revenue
Revenue $ - $ - $ -
Operating Expenses
General and Administrative $ 18 $ 300 $ 318
Professional Fees - 10,875 10,875
------------------- ------------------- -------------------
Total Expense 18 11,175 11,193
------------------- ------------------- -------------------
Losses from Operations (18) (11,175) (11,193)
Other Income (Expenses)
Other Expense
Miscellaneous Expense - - -
Interest Expense - - -
------------------- ------------------- -------------------
Total Other Expense - - -
------------------- ------------------- -------------------
Losses before provision for
income taxes and minority
interest (18) (11,175) (11,193)
Provision from income taxes - - -
------------------- ------------------- -------------------
Net Loss $ (18) $ (11,175) (11,193)
=================== =================== ===================
SIAM IMPORTS, INC.
PRO FORMA CONSOLIDATED STATEMENT OF CASH FLOWS - UNAUDITED
For the Three Months Ended March 31, 2006
SI AD Consolidated
Jan - Mar 06 Jan - Mar 06 Jan - Mar 06
---------------------------------------------------------------------
Cash flow from
Operating Activities:
Net Loss $ (18) $ (11,175) $ (11,193)
Adjustments to reconcile
net loss to net cash used
by operating activities:
Stock issued for services - - -
(Increase) Decrease in
inventory - - -
Increase (Decrease) in
accounts payable - 184,375 184,375
Increase (Decrease) in
loan payable - - -
----------------- ------------------ -----------------
Net cash used by operating
activities $ (18) $ 173,200 $ 173,182
Cash flow from
Investing Activities:
Security Deposits on property
and equipment - (166,140) (166,140)
----------------- ------------------ -----------------
Net cash used by investing
activities - (166,140) (166,140)
Cash flow from
Financing Activities:
Membership interest in LLC $ - $ 300 $ 300
----------------- ------------------ -----------------
Net cash provided by $ - $ 300 $ 300
financing activities
Net Decrease in cash (18) 7,360 7,342
Cash at beginning of period 13,036 - 13,036
----------------- ------------------ -----------------
Cash at end of period $ 13,018 $ 7,360 $ 20,378
================= ================== =================
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, 2005, 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 we assume 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 March 31, 2006 compared to Three Months Ended March 31, 2005
- -------------------------------------------------------------------------------
We are a development stage company and have not yet generated any revenues
since inception.
Operating expenses were $18 for the three months ended March 31, 2006, all
consisting of general and administrative expenses, as compared to $4,881 for
the three months ended March 31, 2005.
Net loss was $18 or $0.01 per share for the three months ended March 31, 2006,
as compared to $8,958 or $0.01 per share for the three months ended March 31,
2005.
Liquidity and Capital Resources
- -------------------------------
Three Months Ended March 31, 2006 compared to Three Months Ended March 31, 2005
- -------------------------------------------------------------------------------
At March 31, 2006, our only source of liquidity consisted of $40 in cash in the
bank.
Net cash used in operating activities for the three months ended March 31, 2006
was $18.
There was no cash provided by financing or investing activities for the three
months ended March 31, 2006.
Our stockholders' deficit was $2,319 at March 31, 2006.
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, 2005, 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.
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:
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
September 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: May 22, 2006 By: /s/ George Lowrance, CEO 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: May 22, 2006 By: /s/ George Lowrance
---------------------------------
George Lowrance, CEO and Director
Dated: May 22, 2006 By: /s/ Wayne McPherson
--------------------------
Wayne McPherson, President