UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED 1998
0-13738
----------------------
Commission File Number
THE SAINT JAMES COMPANY
-----------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 52-1426581
- ------------------------ -------------------
(State of Incorporation) (I.R.S. Employer
Identification No.)
1104 Nueces Street
------------------
Austin, Texas 78701-2128
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(512) 671-3858
--------------
(Address and Telephone Number of Principal Executive Offices)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock,
$.001 par value.
The registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
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
The registrant has included disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K. [ ] yes [ X ] no
The aggregate market value of voting stock held by non-affiliates of
the Registrant as of sixty (60) days before the date of filing was $0.
<PAGE>
The number of shares of Registrant's Common Stock outstanding as of
December 31, 1998, was 999,057.
Documents incorporated by reference: None
Total Number of Pages: 25
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Exhibit Index on Page: 14
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PART 1
Item 1. Business
Radiation Disposal Systems, Inc., the original company, was
incorporated in North Carolina on January 10, 1984, under the name Chem-Waste
Corporation. In November 1999, the Company was purchased by The Saint James
Company for 20 million shares of stock in The Saint James Company.
The Company's principal purpose is to design, manufacture, sell and
service equipment and systems for the treatment of contaminated insoluble
organic materials. Radiation Disposal Systems ("RDS") held a patented process
for reducing the volume of contaminated insoluble organic solid resin materials.
RDS developed and marketed machines to utilize the patented process ("Process")
to treat a variety of radioactive waste, and to continue development work in
connection with the Process and machines to improve and expand their commercial
applications and uses.
RDS also developed waste and water treatment technologies ("Ozone
Technologies") to treat nonradioactive wastes and water using the basic
component of the Process, ozone, in conjunction with, in some applications, the
light produced by high intensity discharge ("HID") lamps. The Ozone Technologies
may be used to treat various types of waste. In connection with any application
of the Ozone Technologies, a system may be custom-designed and fabricated to
meet the particular needs of the purchaser.
RDS has been unsuccessful in marketing either the Process or the Ozone
Technologies. The Company never generated any significant revenues. During 1992,
the Company substantially ceased operations and terminated all but two of its
employees. The Company had very limited operations consisting, in 1997, of
transfer agent activities resulting in revenues of $2,087. In 1998, the Company
had basically no operations.
The Saint James Company (the "Company") incorporated in Delaware on
November 19, 1998, purchased all of the outstanding shares of RDS for 20 million
shares of the Company's stock. The Saint James Company was the surviving entity.
2
<PAGE>
Narrative Description of Business
GENERALLY. The Company has not marketed either the Process or the Ozone
Technologies.
COMPETITION. The Company attributes its inability to market the Process and the
Ozone Technology to the fact that the use of ozone as a means of waste or water
treatment is not a widely accepted technology. Producers use other means of
waste disposal and/or treatment such as chemical and biological treatment,
burial, and in certain cases, incineration. Therefore, the market for the
Process and Ozone Technology has not developed and, in the opinion of
Management, may never develop.
There are a number of other firms offering various applications of
ozone technology. Most of these firms have been in business for a longer period
of time, are better established and better capitalized. Management is aware of
at lease two other companies, Ultrox International ("Ultrox") and Para
Oxidation, that offer waste treatment systems which utilize ozone, hydrogen
peroxide and conventional ultraviolet lights to treat water and various types of
waste, including radioactive wastes and other wastes. Ultrox, which has been in
existence since 1983, has been actively marketing and selling its waste
treatment system for several years. Any such waste treatment system is likely to
compete directly with the Ozone Technologies and/or the Process.
Management is aware of several firms including, but not limited to,
Ultrox International, Para Oxidation, PCI Ozone Corporation, Griffin Technics,
Inc., Henkel Corporation and the successor company to Brown-Bovari, Inc., which
would compete with any system the Company might market.
Within this limited market, given its historical lack of sales, the
Company is of the opinion that its market position is negligible or nonexistent.
MATERIAL AND PRODUCTION. The following discussion of materials and production
must be read in light of the fact that the Company has virtually no operations.
The Company does not employ, nor does it intend to employ, sufficient personnel
to produce any systems or machines which the Company could sell or lease. While
there are a number of outside fabricators that have the capabilities to
construct and assemble the systems and machines, the absence of sales renders
issues of production capability moot.
The Company does not presently inventory any equipment or component
parts. Although this dependence on suppliers for equipment and components could
lead to significant production delays, the absence of sales renders concerns
about delays moot.
The Company gained certain technology regarding the generation of ozone
pursuant to an agreement it entered into with Pillar Technologies, Inc.,
("Pillar") in 1988. Pillar is presently the only source for the power supply
used in conjunction with the ozone generator in the systems and machines. No
purchases were made in 1998.
3
<PAGE>
The Company entered into an agreement in November, 1989, pursuant to
which it received a license to use certain technology relating to the materials
used in and the construction of an essential component of the ozone generator.
PATENTS. On March 5, 1984, the Company obtained, by assignment from Gram
Research & Development, Co., Inc., ("Gram") all Gram's interest in and to a
patented process for a method reducing the volume of contaminated insoluble
organic solid resin materials, and any U.S. or foreign letters patent issued
therefor. The Process is based upon the process described in this Patent. The
U.S. Patent and Trademark Office issued U.S. Patent No. 4,437,999 (the
"Patent"), dated March 20, 1984, for such patented process entitled "Method of
Treating Contaminated Insoluble Organic Solid Material," naming Sherman T. Mayne
as the inventor and Gram as the assignee. An assignment of such patented process
and the aforedescribed U.S. Letters Patent from Gram to the Company was recorded
in the U.S. Patent and Trademark Office on March 29, 1984. The Patent expires
March 20, 2001. During the year ended December 1995, the Company forwent the
payment of applicable annual renewal fees for the Patent because of the
substantial depletion of its financial resources, thereby allowing the Patent to
lapse.
Due to insufficient funds, the Company forwent payment of the
applicable yearly renewal fees on its European, Australian and Norwegian
patents, all of which lapsed on March 19, 1991. The Company's Finnish and
Japanese patent applications were abandoned on August 1990, and March, 1991,
respectively.
In September 1986, the Canadian Patent Office granted the Company a
patent for the Process, as described in the Patent, which expires September 16,
2003. The Company does not know if this Canadian patent remains in effect.
SEASONALITY. The Company's business is not seasonal in nature.
WORKING CAPITAL ITEMS, CUSTOMER DEPENDENCE, BACK LOG ORDERS. Because the
Company had no sales or other distributions of the systems and machines, in
1998, customer dependence and any backlog orders are not germane to the
Company's business. The Company maintains no inventory. See "Financial
Statements and Supplementary Data."
RESEARCH AND DEVELOPMENT. During the year ended December 31, 1998, the Company
incurred no expenses related to company-sponsored research and development.
ENVIRONMENTAL COMPLIANCE. Without sales of current systems designed to apply
the Ozone Technologies or machines designed to apply the Process, it is
difficult to evaluate the material effects of compliance with applicable
regulations of the various federal, state and local agencies, which have been
enacted or adopted regulating the discharge of materials into the environment or
otherwise relating to the protection of the environment, will have upon the
capital expenditures, earnings and competitive position of the Company. If the
Company were ever to make such sales, which Management views as unlikely,
environmental compliance could become a significant issue for the Company to
overcome in achieving successful operations.
4
<PAGE>
To date, the systems designed to apply the Ozone Technologies have been
distributed through the sale or lease thereof. Under this plan of distribution,
it is anticipated that it will be primarily the purchasers and/or users of the
systems, and not the Company, that will be subject to environmental regulation
in connection with the use thereof. There is no guarantee that Management's
belief is correct.
With regard to the machines designed to apply the Process, compliance
with any federal, state, and local governmental regulations may be so burdensome
for the Company and/or users of such machines as to have a material adverse
effect upon the viability of the Process or will render the use in a commercial
setting of such machines unfeasible or impossible. It is possible, though not
anticipated, that certain of the radioactive materials remaining after future
government regulations, be classified as "intermediate level" or "high level"
radioactive materials, the disposal of which is highly regulated, and could be
sufficiently costly as to diminish or offset any economic benefit of the
reduction of the radioactive wastes by treatment with the Process. In this
event, the Process would be uneconomical and therefore unmarketable.
It is possible that the Company will have to modify the design of the
system and/or machines for the Ozone Technologies or the Process in order for
the users thereof to meet regulatory standards. The Company is unable to
currently assess the extent or costs of any such modifications. The Company has
insufficient assets to fund any modifications.
The Company anticipates that it will have no material capital
expenditures for environmental control facilities for the remainder of its
current fiscal year. No assurance can be given that government regulations will
not be promulgated in the future which will have a material adverse effect on
the operations of the Company's business.
EMPLOYEES. Rudy De La Garza is the President and Chief Executive Officer of
the Company. Wayne Gronquist is the Executive Vice President and Secretary of
the Company. Neither party receives any compensation for serving as officers of
the Company or otherwise.
FILINGS. The Company files quarterly and annual reports with the Securities
Exchange Commission.
The public may read and copy any materials the Company files with the
SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C. 20549. The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an
Internet web site that contains reports, proxy and information statements and
other information regarding issuers that file electronically with the SEC. The
Internet web site for the SEC is http://www.sec.gov. The Company does not
maintain an Internet web site at this time.
5
<PAGE>
REPORTS. The Company will send audited yearly financial reports, completed by
an independent public or certified public accountant, to the shareholders of the
Company.
Item 2. Properties
The Company has no owned or leased property.
Item 3. Legal Proceedings
There are no material pending legal proceedings to which the Company is
a party or of which any of the Company's property is the subject. However, there
are two outstanding judgments against the Company.
Thomas Publishing Co. filed a lawsuit against the Company for
collection of a past due account in the total of $3,265, in the District Court
of Western North Carolina. On May 5, 1995, the Company settled the lawsuit by
signing a Consent Judgment providing that Thomas Publishing Co. have and recover
Judgment against the Company in the sum of $3,265, plus interest at 18% per
annum and collection cost of $1,179 plus interest of 8% per annum from the date
of Judgment until paid in full, and court costs. Because the Company did not
have the financial resources to pay this Judgment, it was not paid as of
December 31, 1998.
McKinney & Moore, Inc., filed a lawsuit against the Company for
collection of a past due account in the total of $3,802, in the District Court
of Henderson County, Texas. On February 25, 1983, McKinney & Moore, Inc.,
received a judgment to recover the debt, attorney fees of $1,250, prejudgment
interest of $211, plus interest at 10% per annum from the date of Judgment until
paid in full. Because the Company did not have the financial resources to pay
this Judgment, it was not paid as of December 31, 1998.
Item 4. Submission of Matters to a Vote of Security Holders
On November 19, 1998, an annual meeting of shareholders was held. The
following matters were decided by the shareholders of the Company:
1. Two directors were elected, Rudy De La Garza and Wayne Gronquist.
No other directors term of office continued after the election.
The number of votes for the election of Rudy De La Garza as a
director are 15,263,950 in favor and 750 against. The number of
votes for the election of Wayne Gronquist as a director are
15,263,950 in favor and 750 against.
2. Passage of the proposal to amend the Company's Certificate of
Incorporation to effect a change of the Company's name from
Radiation Disposal Systems, Inc., to The Saint James Company. The
number of votes in favor of the change are 15,263,200 and 750
against.
6
<PAGE>
3. Passage of the proposal to amend the Company's Certificate of
Incorporation to increase the authorized number of shares of
Common Stock from 20 million to 50 million. The number of votes in
favor of the increase in shares are 15,257,117 and 6,833 against.
4. Passage of the proposal to reverse-split the Company's outstanding
shares of Common Stock on a 20 for 1 basis, 20 outstanding shares
for 1 new share. The number of votes in favor of the reverse-split
of shares are 15,252,189 for and 2,533 against.
5. Passage of the proposal to authorize a change of the Company's
domicile (state of incorporation) from North Carolina to Delaware.
The number of votes in favor of the change in domicile are
15,261,146 and 2,533 against.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
The Company's Common Stock does not currently trade on the
over-the-counter market or any national exchange. Due to lack of trading, no bid
and asked closing prices per share for the Company's Common Stock for any
quarterly period in 1998 are available.
As of December 31, 1998, the Company had 999,057 shares outstanding of
common stock and approximately 1,095 shareholders of record. (The Company had
the option to repurchase a number of shares of the Company's stock held by three
individuals, whose repurchase options expired on June 30, 1990. In June 1990,
prior to the expiration of the repurchase option, the Company exercised its
option to repurchase with regard to a total of 34,418 shares of stock held by
these three individuals. As of the date hereof, the three individuals have not
executed all the necessary documents to effect the transfer of the shares to the
Company and consequently these shares remain outstanding.)
The Company has not been in a financial position to pay dividends since
its inception and because of the Company's continuing losses from operations and
the substantial depletion of its cash reserves, the Company has no plans to pay
dividends in the future.
There are no securities of the Company sold by the Company within the
past three years, which were not registered under the Securities Act.
7
<PAGE>
Item 6. Selected Financial Data
AT AND FOR THE YEAR ENDED DECEMBER 31, 1998
- --------------------------------------------------------------------------------
Selected 1998 1997 1996 1995 1994
Statement of
Income
(Loss) Data:
- --------------------------------------------------------------------------------
Sales $ 0 $ 0 $ 0 $ $
- ------------------- ---------- ---------- ---------- ---------- ----------
Cost of
Sales 0 0 0
- ------------------- ---------- ---------- ---------- ---------- ----------
Engineering,
research and
development
expenses 0 0 2,345 2,965
- ------------------- ---------- ---------- ---------- ---------- ----------
Adminis-
tative
Expenses 1116 4,568 7,017 194,643 194,283
- ------------------- ---------- ---------- ---------- ---------- ----------
Professional
Fees 0 0 0 4,005
- ------------------- ---------- ---------- ---------- ---------- ----------
Office
Expense 2,512 3,962 9,083
- ------------------- ---------- ---------- ---------- ---------- ----------
Patent
Expense 0 0 0 78,804
- ------------------- ---------- ---------- ---------- ---------- ----------
Bad Debt
Expense 0 0 0 24,096
- ------------------- ---------- ---------- ---------- ---------- ----------
Income
(loss) from
operations (4,568) (9,362) (197,608) (207,338)
- ------------------- ---------- ---------- ---------- ---------- ----------
Interest and
other income 3,096 5,013 938,806 9,477
- ------------------- ---------- ---------- ---------- ---------- ----------
Net income
(loss) $ (1116) $ (1,472) $ (4,349) $ 741,198 $ (197,861)
- ------------------- ---------- ---------- ---------- ---------- ----------
Weighted
average
shares of
common
stock 999,057 9,977,495 9,977,495 9,977,495 9,977,495
- ------------------- ---------- ---------- ---------- ---------- ----------
Net income
(loss) per
share $ (.00) $ (.00) $ .07 $ (.02)
- ------------------- ---------- ---------- ---------- ---------- ----------
Selected Balance
Sheet Data:
- --------------------------------------------------------------------------------
Current
Assets $ 18,665 $ 159 $ 193 $ 17 $ 24,638
- ------------------- ---------- ---------- ---------- ---------- ----------
Current
Liabilities $ 19,502 74,825 73,387 71,207 918,796
- ------------------- ---------- ---------- ---------- ---------- ----------
Working
Capital
(deficit) $ (74,666) $ (73,194) $ (71,190) $ (894,158)
- ------------------- ---------- ---------- ---------- ---------- ----------
Total Assets 0 159 193 2,362 108,753
- ------------------- ---------- ---------- ---------- ---------- ----------
Stockholders
Equity (18,664.48) 74,666 73,194 68,845 (810,043)
- ------------------- ---------- ---------- ---------- ---------- ----------
Cash
Dividends
declared on
Common
Shares 0 0 0 0 0
- ------------------- ---------- ---------- ---------- ---------- ----------
8
<PAGE>
The foregoing chart includes 1997 financial statements which are
unaudited and internally generated.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The Company had no net sales for the years ended December 31, 1998,
1997, 1996, 1995 or 1994. The figures for years 1994, 1995 and 1996 are
incorporated by reference from the Company's 1997 annual report filed with the
Securities and Exchange Commission.
Historically, the Company has had no sales of equipment using the
Process, and few sales of machines and equipment utilizing the Ozone
Technologies. To date, the Company has been unsuccessful in marketing machines
and equipment that utilize the Process or Ozone Technologies.
The Company has not been able to generate sales of its products, and
consequently, the Company had incurred substantial losses and continues to incur
losses disregarding cancellation of debt income. The Company experienced a net
loss of $1116 for the year ended December 31 1998, $1,492 for 1997, $4,349 for
1996, a net income of $741,198 for 1995 and a net loss of $197,861 for 1994.
For the year ended December 31, 1998, and 1997, the Company had no
engineering, research and development expenses compared to $2,345 for 1996 and
$2,965 for 1995.
For the year ended December 31, 1998, the Company incurred
administrative expenses of $1116, compared to $4,568 for 1997, $7,017 for 1996,
$194,643 for 1995 and $194,283 for 1994. The significant components of 1998
administrative expenses together with comparative data where significant change
has occurred in relation to prior years, include the following:
(a) The Company had no salary expenses for its officers or directors. In
1997, the Company had no salary expense pursuant to an employment
agreement the Company then held with Albert D. Kane and Manuel E. Kane
as officers of the Company, who both were stockholders and Directors
of the Company for 1997 and 1996. Pursuant to their to their
employment contracts, the officers were entitled to each receive
annual salaries of $50,000. In December, 1995, the officers agreed to
perform the limited duties that the Company requires without
compensation until such time as the Company had sufficient financial
resources to pay salaries. In December, 1995, the officers forgave all
accrued salaries owed them by the Company because of the Company's
depleted financial resources and the Company's uncertain future. In
1995, the Company recognized $579,167 in cancellation of debt income
as a result of this forgiveness of debt.
9
<PAGE>
(b) The Company had no professional fees for 1998, 1997 or 1996, compared
to $4,005 for 1995.
(c) Office expense of $1,116 for 1998, compared to $2,512 for 1997, $3,962
for 1996 and $9,083 for 1995. This caused a decrease of $1,396
compared to 1997, $2,846 to 1996 and $7,967 compared to 1995.
(d) The Company had no amortization of patent expense for 1998, 1997 and
1996 compared to $78,804 for 1995. During 1995, the Company forwent
the payment of applicable annual renewal fees for the Patent because
of the substantial depletion of its financial resources, thereby
allowing the Patent to lapse. The Company recognized the remaining
unamortized cost ($78,804) as expense in 1995.
(e) The Company had no bad debt expense for 1998, 1997, and 1996 compared
to $24,096 for 1995. In 1995, the Company was unable to collect the
outstanding debt due it from Chandler County, a municipality in Texas,
and recognized bad debt expense.
The Company had $1,116 in income for 1998 compared to $3,096 for the
year ended December 31, 1997, $5,013 for 1996, $938,806 for 1995 and $9,477 for
1994. The significant components of 1998 other income together with comparative
data where significant change has occurred in relation to prior years, include
the following:
(a) The Company had no income from replacement part sales, machinery
rental and treatability testing activities in 1998 and 1997, compared
to $995 for 1996 and $12,669 for 1995.
(b) The Company had interest expense of $1,116 for 1998, compared to
$4,596 for 1997, $4,373 in 1996 and $6,835 in 1995. During 1997, the
Company exhausted its cash reserves and was forced to borrow funds
from its two officers to finance it working capital needs. See, Item
12 - Financial Condition and Liquidity." In 1998, 1997, 1996, and
1995, the Company incurred interest expense involved with judgments
against it which have not been paid. See, Item 3 - Legal Proceedings.
10
<PAGE>
(c) Cancellation of debt income of $0 compared to $5,605 for 1997, $7,397
for 1996 and $932,972 for 1995. During the years ended December 31,
1998, 1997, 1996, 1995, the time limit allowed by the Statute of
Limitations for vendors to collect certain of the Company's trade
payable expired. Because the Company does not have the financial
resources to pay these debts and the aforementioned Statute of
Limitations bars their collection, the Company included these amounts
in cancellation of debt income. For the years ended December 31, 1998,
1997, 1996 and 1995 , the amounts of $0, $5,605, $7,397 and $147,923,
respectively were included in cancellation of debt income.
Financial Condition and Liquidity
The Company has no cash assets. The Company's cash decreased $159 from
the year ended December 31, 1997, $193 from 1996, $17 from 1995 and $24,638 from
1994. The 1998 change in cash was due to operating expenses. The 1998 change in
cash was affected by the following: payment of consulting fees for removal of
waste, transfer agent fees and bad debt.
The Company is unable to currently estimate the cost of any necessary
compliance with applicable governmental regulations. The Company does not
anticipate spending money for hiring employees. There have been no significant
expenditures for property or other equipment or assets since January 1, 1998.
During 1997, the Company continued to take steps to reduce its
operating expenses and to severely curtail its operations in an attempt to
conserve its remaining limited financial resources. However, at December 31,
1997, the Company's financial resources were almost completely exhausted.
Because of its extremely weak financial condition, the Company did not hold an
annual meeting of shareholders in 1997 because the estimated cost of that
meeting would exhaust its remaining financial resources. In addition, the
Company did not include audited financial statement in its 1997 Form 10-K
because the estimated expense of such compliance with the Securities and
Exchange Act of 1934 would exhaust the Company's remaining financial resources
for that year. The Company only has internally generated and unaudited financial
statements in the 1997 Form 10-K.
In 1998, the Company has suffered the same economic hardships as 1997.
Management plans for the Company either to change the principal business of the
Corporation, merge with a financially stable company and/or sell the majority of
the Corporation's stock. Management does not know at this time what type of
business the Corporation will undertake in the future or the entity that will
purchase the Corporation's shares in the event of sale. The Company has audited
financial statements for 1998, prepared by an independent certified public
accountant. The Company held an annual meeting of shareholders and will send out
audited financial statements to the shareholders of the Company.
11
<PAGE>
Capital Resources
Subsequent to December 31, 1998, the Company has no expenditures for
the purchase of materials, machinery and other testing equipment.
Item 7a. Quantitative and Qualitative Disclosures about Market Risk.
At this time, Management does not know the business path for the
Company for the next 12 months. Based on the lack of sales during the past three
years, Management does not believe that the waste disposal system is marketable.
Management does not foresee any changes in the marketplace that would create
demand for the waste disposal system. Management is currently considering
various restructuring techniques to maximize shareholder profits, including a
possible sale of the Company's stock or a merger, if a suitable merger candidate
is found. At this point, the Company's future business remains uncertain and
Management cannot make adequate disclosures about market risk until necessary
business decisions are made.
Item 8. Supplementary Financial Information
The information required by this Item 8 is referenced in Item 6 and is
included in pages 17-25 hereof.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Because of the poor financial condition of the Company, no accountant
was employed to prepare financial statements in 1997 and 1998. In June 1999, the
Company hired Barry L. Friedman, P.C., 1582 Tulita Drive, Las Vegas, NV 89123,
to perform audited accounting for 1998 and 1999. Mr. Friedman, a certified
public accountant, conducts audits in accordance with generally accepted
accounting standards. Mr. Friedman relies on oral information provided by
Management of the Company in the preparation of audits.
Item 10. Directors and Executive Officers of the Registrant
All Directors are elected each year by the shareholders of the Company
at its annual meeting of shareholders normally held in June. Each of the
Directors holds office until his death, resignation, retirement, removal
disqualification, or until his successor is elected and qualified.
The Officers and Executive Officers of the Company, as of December 31,
1998, are as follows:
Name Term of Office Age Position
- ---------------- -------------- --- --------
Rudy De La Garza 1998 52 President,
Chief Executive
Officer,
Director
Wayne Gronquist 1998 57 Executive Vice
President,
Secretary,
Director
12
<PAGE>
Rudy De La Garza. Mr. De La Garza has over 25 years experience in corporate
structuring and management for both private and publicly held companies.
From 1993 to present, Mr. De La Garza has devoted his efforts and time
to consulting publicly held companies, which have lost business and market
value. He restructures the public company to recreate the shell in a more
favorable form for presentation to an emerging private company with net tangible
assets.
Wayne Gronquist. Mr. Gronquist is an attorney with 26 years experience as
corporate counsel and advisor for various private and publicly held
corporations, both domestic and foreign. During this period, he has focused his
practice on corporate structuring, business, financial, family and estate
planning.
Item 11. Executive Compensation
The following table sets forth certain information concerning the
compensation for the Directors and Executive Officers of the Company for the
year ended December 31, 1998:
Name of Individual or
Number in Group Capacities in which Served Cash Compensation
- ------------------------ -------------------------- -----------------
All Executive Officers
and Directors as a group All capacities $ 0
None of the Company's executive officers received cash compensation
in excess of $60,000 for the year ended December 31, 1998 or 1997.
Other than as set forth herein, no remuneration of any nature has been
paid for or on account of the services rendered by a Director in such capacity.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth as of December 31, 1998, the number of
shares of the Company's outstanding Common Stock owned beneficially by (i) each
person known to the Company to be the beneficial owner of more than 5% of such
stock, (ii) each Director of the Company and (iii) each Executive Officer.
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<PAGE>
- --------------------------------------------------------------------------------
Name and Address of Amount and Nature of Percentage of Outstanding
Beneficial Owner Beneficial Relationship Common Stock
- ------------------------- ----------------------- --------------------------
JonRuco Company 250,000 25.008%
8309 Priest River Drive
Round Rock, Texas 78681
- ------------------------- ----------------------- --------------------------
Wayne Gronquist, Trustee 250,000 25,0028%
1104 Nueces Street
Austin, Texas 78701-2128
- ------------------------- ----------------------- --------------------------
Manuel E. Kane 100,000 10.011%
4252 Woodglen Lane
Chalotte, NC 28226
- ------------------------- ----------------------- --------------------------
Albert D. Kane 100,000 10.011%
391 Hartsborn Drive
Short Hills, NJ 07078
- ------------------------- ----------------------- --------------------------
Steven M. Kane 100,755 10.0868%
4013 Walnut Clay Road
Austin, Texas 78731-3934
- ------------------------- ----------------------- --------------------------
Seth Kane 62,253 6.2322%
23 Circle Drive
Belmont, NC 28012
- ------------------------- ----------------------- --------------------------
Ross A. Kane 62,253 6.2322%
6115 Hickory Forest Drive
Charlotte, NC 28277
- ------------------------- ----------------------- --------------------------
TOTAL 74.559%
Item 13. Certain Relationship and Related Transactions
There are no transactions, to which the Company is to be a party, with
directors, officers or security holders owning more than five percent of any
class or a family member of any of the foregoing.
Item 14. Exhibits, Financial Statements, Schedules and Reports.
1. Financial Statements. The following Financial Statements are filed
herewith as required pursuant to Part I, Item 8 of this Form 10-K:
- --------------------------------------------------------------------------------
DOCUMENT PAGE
- -------------------------------------- ------------------------
Report of Independent Certified Public
Accountants 16
- -------------------------------------- ------------------------
Balance Sheet December 31, 1998 17
- -------------------------------------- ------------------------
Income Statement December 31, 1998 19
- -------------------------------------- ------------------------
Cash Flow Statement December 31, 1998 20
- -------------------------------------- ------------------------
Retained Earnings December 31, 1998 21
- -------------------------------------- ------------------------
Notes to Financial Statements 22
- --------------------------------------------------------------------------------
14
<PAGE>
2. Exhibits. The following exhibits are filed herewith pursuant to the
requirements of paragraph (c) of this Item 14 and Item 601 of
Regulation S-K:
- --------------------------------------------------------------------------------
DOCUMENT EXHIBIT NUMBER
- -------------------------------------- ------------------------
Articles of Incorporation & Amendments 3.1
- -------------------------------------- ------------------------
Bylaws as Amended through December 31,
1998 3.2
- -------------------------------------- ------------------------
Note of Annual Meeting 20.1
- -------------------------------------- ------------------------
Proxy Statement for Annual Meeting of
Stockholders 20.2
- -------------------------------------- ------------------------
Financial Data Schedule 27
- --------------------------------------------------------------------------------
SIGNATURES
Pursuant to the requirements of Section 13 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.
The Saint James Company
/s/ Wayne Gronquist 01/07/00
- ----------------------------------- --------
Wayne Gronquist Date
President, Secretary, Director
15
<PAGE>
To the Board of Directors and Stockholders of
THE SAINT JAMES COMPANY
We have audited the accompanying balance sheets of The Saint James Company, (a
corporation) at December 31, 1998; March 31, 1999; June 30, 1999, and the
related statements of income, retained earnings, and cash flows for the one
year, three months, and six months then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating overall financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Saint James Company at
December 31, 1998, March 31, 1999, June 30, 1999, and the results of its
operation and its cash flows for the one year and three months and six months
then ended in conformity with generally accepted accounting principles.
/s/ Barry Friedman
- ----------------------
Barry Friedman
Las Vegas, Nevada
July 19, 1999
16
<PAGE>
THE SAINT JAMES COMPANY
Balance Sheet
- ------------------------------------------ ------------------------------
ASSETS DECEMBER 31, 1998
- ------------------------------------------ ------------------------------
Current Assets
Property, Plant and Equipment 0
Total Current Assets 0
Total Assets 0
LIABILITIES AND
SHAREHOLDERS EQUITY
Current Liabilities
Accrued Interest Payable 1,115.67
Total Current Liabilities 1,115.67
Long Term Liabilities
Interest Payable 6,392.06
Judgments Payable 11,156.75
Total Long Term Liabilities 17,548.81
Total Liabilities 18,664.48
SHAREHOLDER'S EQUITY
Common Stock 9,977.00
Paid-in Capital in Excess of Par Value 3,451,590.00
Sub-Total 3,451,590.00
Retained Earnings
Retained Earnings, Restricted (11,156.75)
Retained Earnings (Deficit) (3,469,074.73)
Total Retained Earnings (3,480,231.48)
Total Shareholder's Equity 0
- ------------------------------------------ ------------------------------
17
<PAGE>
THE SAINT JAMES COMPANY
Income Statement
- -------------------------------------------------------------------------
Year Ended December 31, 1998
- ------------------------------------------ ------------------------------
REVENUES 0
- ------------------------------------------ ------------------------------
OPERATING EXPENSES 1,115.67
- ------------------------------------------ ------------------------------
Interest Expense 1,115.67
- ------------------------------------------ ------------------------------
Total Operating Expense 1,115.67
- ------------------------------------------ ------------------------------
Net Income (Loss) (1,115.67)
- ------------------------------------------ ------------------------------
Earnings Per Share Nil
- -------------------------------------------------------------------------
THE SAINT JAMES COMPANY
Income Statement
- -------------------------------------------------------------------------
Year Ended December 31, 1998
- ------------------------------------------ ------------------------------
CASH FLOWS FROM OPERATING
ACTIVITIES
- ------------------------------------------ ------------------------------
Net Income (Loss) (1,115.67)
- ------------------------------------------ ------------------------------
Adjustment to reconcile net income
(loss) to net cash provided by
operating activities 0
- ------------------------------------------ ------------------------------
Cash Flow Provided from Operating
Activities (1,115.67)
- ------------------------------------------ ------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES 0
- ------------------------------------------ ------------------------------
CASH FLOWS FROM FINANCING
ACTIVITIES
- ------------------------------------------ ------------------------------
Interest Payable 1,115.67
- ------------------------------------------ ------------------------------
Cash Flows Provided from Financing
Activities 0
- ------------------------------------------ ------------------------------
Net Increase (Decrease) to Cash 0
- ------------------------------------------ ------------------------------
Cash. Beginning of Period 0
- ------------------------------------------ ------------------------------
Cash. End of Period 0
- -------------------------------------------------------------------------
18
<PAGE>
THE SAINT JAMES COMPANY
Retained Earnings Statement
- -------------------------------------------------------------------------
Year Ended December 31, 1998
- ------------------------------------------ ------------------------------
Balance Begining of Period (3,467,959.06)
- ------------------------------------------ ------------------------------
Before Restricted (3,467,959.06)
- ------------------------------------------ ------------------------------
Net Income (Loss) (1,115.67)
- ------------------------------------------ ------------------------------
Sub-total (3,469,074.73)
- ------------------------------------------ ------------------------------
Retained Earnings Restricted (11,156.75)
- ------------------------------------------ ------------------------------
- ------------------------------------------ ------------------------------
Balance End of Period (3,480,231.48)
- -------------------------------------------------------------------------
19
<PAGE>
THE SAINT JAMES COMPANY
Notes to Financial Statements
SEE AUDITOR'S REPORT
Note A: Summary of Significant Accounting Policies
Nature of Operations
--------------------
The principal purpose of the company is to design, manufacture, sell
and service equipment and systems for the treatment of contaminated insoluble
organic solid materials. The Company has developed and marketed ozone
technologies.
Property, Plant and Equipment
-----------------------------
Property, plant and equipment have been recorded at cost and/or
development cost. Components which were no longer used in testing and marketing
processes were removed from property, plant and equipment and written off as a
loss.
Depreciation
------------
Depreciation was computed on the straight line method for financial
statement purposes and the accelerated method for income tax purposes over the
estimated useful lives of the assets.
Research and Development Costs
------------------------------
Research and development costs were expensed as incurred.
Income Taxes
------------
No provision for income taxes, either accrued or deferred, have been
reported in the financial statements because the Company has incurred only net
operating losses.
Earnings (losses) Per Share
---------------------------
The weighted average of shares outstanding method is used in
calculating earnings (losses) per share.
Note B: Organization of Company
Chem-Waste Corporation was incorporated on January 10, 1984, under the
laws of the State of North Carolina. The charter authorized 20,000,000 share of
common stock with a par value of $1.00 per share.
20
<PAGE>
On July 19, 1984, the name of the Company was changed to Radiation
Disposal Systems, Inc., by amendment to the Charter of Incorporation in the
State of North Carolina.
On September, 13, 1984, the Company was authorized by amendment to the
Articles of Incorporation 1,500,000 preferred stock, nonvoting, noncumulative,
$.50 par value per share, 10% noncumulative dividend, callable at 105% of par
value, and convertible into common stock on a share for share basis. The
amendment of articles granted the issuance of warrants.
On October 9, 1984, the Company was authorized by amendment to the
Articles of Incorporation to change the par value of the common stock from $1.00
per share to $.001 per share.
In January 1985, the Company conducted a public offering of 2,700,000
common shares for $1.25 per share. The underwriter was given warrants which are
exercisable over a four year period beginning June 1986, to purchase 270,000
common stock shares at $1.50 per share.
In June 1987, 100,000 preferred stock shares were converted to common
stock shares on a share for share basis.
In August 1987, 550,000 preferred stock shares were converted to common
stock shares on a share for share basis.
On July 1, 1988, the articles were amended for denial of presumptive
rights, "The Shareholders of the Corporation shall have no presumptive rights to
acquire additional or treasury shares of the Corporation."
In July and September 1988, the warrants were exercised at $1.50 per
share for common stock.
On July 14, 1990, the Articles of Incorporation of the Company were
amended by adding a new Article designed as Article X, to read as follows:
Article X
To the fullest extent permitted by the North Carolina
Business Corporation Act as it exists or may hereafter be
amended, a director of the Company shall not be personally
liable to the Company, its shareholders or otherwise for
monetary damages for breach of his duty as a director. Any
repeal or modification of this Article X shall be
prospective only and shall not adversely affect any
limitation on the personal liability of a director of the
Company existing at the time of such repeal of modification.
21
<PAGE>
On September 21, 1998, 10,000,000 shares of Radiation Disposal Systems,
Inc., were traded for 1,000,000 authorized shares of Asset Technology
International, Inc. The shares of Technology International, Inc., were canceled.
At the time of the stock exchange, Technology International, Inc., had no
assets, liabilities or capital. The company was completely dormant.
On October 13, 1999, The Saint James Company was incorporated under the
laws of the State of Delaware. The purpose of the Corporation shall be to engage
in any lawful activities.
In November 1998, Radiation Disposal Systems, Inc., exchanged all of
its outstanding shares with The Saint James Company. The effect is to change the
name of Radiation Disposal Systems, Inc., into The Saint James Company, and to
change the domicile from the State of North Carolina to the State of Delaware.
On November 19, 1998, Radiation Disposal Systems, Inc., was granted an
increase from 20,000,000 common shares par value $.001 authorized to 50,000,000
common shares when authorized par value $.001.
On November 19, 1998, the Articles of Incorporation were amended to
allow for a 20-1 reverse split of the common stock for Radiation Disposal
Systems, Inc.
Note C: Accrued Interest Payable and Interest Payable
The Company has two judgments against it (See Note D) that require
interest to be paid on those judgments. The accrued interest payable represents
the current year or period interest owed. The interest payable represents
interest owed from prior years that has not been paid.
Note D: Judgments Payable (Litigation)
Thomas Publishing Company holds a consent judgment dated May 5,
1995. The date of the interest as stated in the judgment is to start December
13, 1993.
Sum of Judgment, 18% per annum $ 3,265.00
Interest prior to December 13, 1993 $ 1,450.00
Collection cost, 8% per annum $ 1,178.78
------------------------------------------------------------
Total $ 5,893.78
McKinney & Moore, Inc., on February 13, 1993, received a judgment
against the Company.
Judgment, 10% per annum $ 3,802.00
Attorney's fees, 10% per annum $ 1,250.00
Prejudgment, 10% per annum $ 211.00
Total $ 5,263.00
------------------------------------------------------------
Total of judgments $11,156.78
22
<PAGE>
Note E: Capital Stock
December 31, 1998
- ---------------------------------------------------------------------
Preferred Stock, $.01
par value per share,
500,000 shares
authorized. No shares
issued and outstanding. 0
- ------------------------------- ----------------------------------
Common Stock,
authorized 50,000,000
shares with par value
of $.001 per share,
9,977,495 common
shares issued and
outstanding $9,977
- ---------------------------------------------------------------------
Note F: Retained Earnings Restricted
Retained earnings restricted represents the total judgments held
against the Company. See Note D.
Note G: Prior Period Adjustments
Prior period adjustments as shown on the statement of cash flows and
the retained earnings statement represents changes to financial statements
provided by the Company for audit.
Note H: Going Concern
As shown on the financial statements, the Company has incurred losses
of over $3.4 million from inception to December 31,1998. The ability of the
Company to continue as a going concern is dependent upon the success of the plan
to raise capital by a merger with another profitable company. The financial
statements do not include any adjustments that might be necessary should the
Company be unable to continue as a going concern.
23
CERTIFICATE OF INCORPORATION
OF
THE SAINT JAMES COMPANY
FIRST. The name of this corporation shall be:
THE SAINT JAMES COMPANY
SECOND. Its registered office in the State of Delaware is to be located at 1013
Centre Road, in the City of Wilmington, County of New Castle, 19805, and its
registered agent at such address is THE COMPANY CORPORATION.
THIRD. The purpose or purposes of the corporation shall be: To engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of Delaware.
FOURTH. The total number of shares of stock which this corporation is
authorized to issue is:
Fifty Million (50,000,000) shares with a par value of One Tenth of One
Cent ($.001) per share, amounting to Fifty Thousand Dollars ($50,000) per share,
are Common Stock and Five Hundred Thousand (500,000) shares with a par value of
One Cent ($.001) per share, amounting to Five Thousand Dollars ($5,000.00) are
Preferred Stock.
FIFTH. The name and mailing address of the incorporator is as follows:
Chennell Mowbray
The Company Corporation
1013 Centre Road
Wilmington, DE 19805
SIXTH. The Board of Directors shall have the power to adopt, amend or repeal
the by-laws.
IN WITNESS WHEREOF, The undersigned, being the incorporator
hereinbefore named, has executed, signed and acknowledged this certificate of
incorporation this ninth day of October, A.D. 1998.
/s/ Chennell Mowbray
--------------------------------
Chennell Mowbray
Incorporator
<PAGE>
ACTION OF SOLE INCORPORATOR
THE SAINT JAMES COMPANY
The undersigned, without a meeting, being the sole incorporator of the
Corporation, does hereby elect the persons listed below to serve as directors of
the corporation until the first annual meeting of shareholders and until their
successors are elected and qualify:
WAYNE GRONQUIST, ESQ.
RUDY DE LA GARZA
BYLAWS
OF
(a Delaware corporation)
The Saint James Company
-----------------------
ARTICLE I
---------
STOCKHOLDERS
------------
1. CERTIFICATE REPRESENTING STOCK. Certificates representing stock in
the corporation shall be signed by, or in the name of, the corporation by the
Chairperson or Vice-Chairperson of the Board of Directors, if any, or by the
President or a Vice-President and by the Treasurer or an Assistant Treasurer or
the Secretary or an Assistant Secretary of the corporation. Any or all the
signatures on any such certificate may be a facsimile. In case any officer,
transfer agent, or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent, or registrar b3efore such certificate is issued, it may be issued by the
corporation with the same effect as if such person were such officer, transfer
agent, or registrar at the date of issue.
Whenever the corporation shall be authorized to issue more than one
class of stock or more than one series of any class of stock, and whenever the
corporation shall issue any shares of its stock as partly paid stock, the
certificates representing shares of any such class or series or ofany such
partly paid stock shall set forth thereon the statements prescribed by the
General Corporation Law. Any restrictions on the transfer or registration of
transfer of any shares or stock of any class or series shall be noted
conspicuously on the certificate representing such shares.
The corporation may issue a new certificate of stock or uncertificated
shares in place of any certificate theretofore issued by it, alleged to have
been lost, stolen, or destroyed, and the Board of Directors may require the
owner of the lost, stolen, or destroyed certificate, or such owner?s legal
representative, to give the corporation a bond sufficient to indemnify the
corporation against any claim that may be made against it on account of the
alleged loss, theft, or destruction of any such certificate or the issuance of
any such new certificate or uncertificated shares.
2. UNCERTIFICATED SHARES. Subject to any conditions imposed by the
General Corporation Law, the Board of Directors of the corporation may provide
by resolution or resolutions that some or all of any or all classes or series of
the stock of the corporation shall be uncertificated shares. Within a reasonable
time after the issuance or transfer of any uncertificated shares, the
corporation shall send to the registered owner thereof any written notice
prescribed by the General Corporation Law.
<PAGE>
3. FRACTIONAL SHARE INTERESTS. The corporation may, but shall not be
required to issue fractions of a share. If the corporation does not issue
fractions of a share it shall (1) arrange for the disposition of fractional
interests by those entitled to receive such fractions are determined, or (3)
issue scrip or warrants in registered form (either represented by a certificate
or uncertificated) or bearer form (represented by a certificate) which shall
entitle the holder to receive a full share upon the surrender of such scrip or
warrants aggregating a full share. A certificate for a fractional share or an
uncertificated fractional share shall, but scrip or warrants shall not unless
otherwise provided therein, entitle the holder to exercise voting rights, to
receive dividends thereon, and to participate in any of the assets of the
corporation in the event of liquidation. The Board of Directors may cause scrip
or warrants to be issued subject to the conditions tha they shall become void if
not exchanged for certificates representing the full shares or uncertificated
full shares before a specified date, or subject to the conditions that the
shares for which scrip or warrants are exchangeable may be sold by the
corporation and the proceeds thereof distributed to the holders of scrip or
warrants, or subject to any other conditions which the Board of Directors may
impose.
4. STOCK TRANSFERS. Upon compliance with provisions restricting the
transfer or registration of transfer of shares of stock, if any, transfers or
registrtion of transfers of shares of stock of the corporation shall be made
only on the stock ledger of the corporation by the registered holder thereof, or
by the registered holder?s attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary of the corporation or with a transfer
agent or a registrar, if any, and, in the case of shares represented by
certificates, on surrender of the certificate or certificates for such shares of
stock properly endorsed and the payment fo all taxes due thereon.
5. RECORD DATE FOR STOCKHOLDERS. In order that the corporation may
determine the stokholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which record
date shall not be more than sixty nor less than ten days before the date of such
meeting. If no record date is fixed by the Board of Directors, the record date
for determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceidng the day on which the meeting is held. A determination of
stockholders of record entitle to notice of or to vote at a meeting of
stockholders shall aply to any adjournment of the meting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.
In order that the corporation may determine the stockholders entitle to consent
to corporate action in writing without a meeting, the Board of Directors may fix
a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors.
<PAGE>
If no record date has been fixed by the Bord of Directors, the record date for
determining the stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is required by
the General Corporation Law, shall be the first date on which a signed written
consent setting forth the action taken or poposed to be taken is delivered to
the corporation by delivery to its registered office in the State of Delaware,
its principal place of buinsess, or an officer or agent of the corporation
having custody of the book in which proceedings of meeting of stockholders are
recorded. Delivery made to the corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested. If no record date
has been fixed by the Board of Directors and prior actionby the Board of
Directors is required by the Genral Corporation Law, the record date for
determining stockholders entitle to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
Board of Directors adopts the resolution taking such prior action. In order that
the corporation may determine the stockholers entitle to receive payment of any
dividend or other distribution or allotment of any rights or the stockholders
entitled to exercise any rights in respect of any change, conversion, or
exchange of stock, or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted, and which record
date shall be not more than sixty days prior to such action. If no record date
is fixed, the record date for determining stockholders forany such purpose shall
be athe close of business on the day on which the Board of Directors adopts the
resolution relating thereto.
6. MEANING OF CERTAIN TERMS. As used herein in respect of the right
to notice of a meeting of stockholders oral waiver thereof or to participate or
vote there at or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term,share, or, shares, or, share of stock, or, shares of
stock, or, stockholder, or, stockholders, refers to an outstanding share or
shares of stock and to a holder or holders of record of outstanding shares of
stock when the corporation is authorized to issue only one class of shares of
stock, and said reference is also intended to include any outstanding share or
shares of stock and any holder or holders of record of outstanding shares of
stock of any class upon which or upon whom the certificate of incorporation
confers such rights where there are two or more classes or series of shares of
stock or upon which or upon whom the General Corporation Law confers such rights
notwithstanding that the certificate of incorporation may provide for more than
one class or series of shares of stock, one or more of which are limited or
denied such rights thereunder; provided, however, that no such right shall vest
in the event of an increase or a decrease in the authorized number of shares of
stock of any class or series which is otherwise denied voting rights under the
provisions of the certificate of incorporation, except as any provision of law
may otherwise require.
7. STOCKHOLDER MEETINGS.
TIME. The annual meeting shall be held on the date and at the time
fixed, from time to time, by the directors, provided, that first annual meeting
shall be held on a date within thirteen months after the organization of the
corporation, and each successive annual meeting shall be held on a date within
thirteen months after the date of the preceding annual meeting. A special
meeting shall be held on the date and at the time fixed by the directors.
<PAGE>
PLACE. Annual meetngs and special meetings hall be held at such place,
within or without the State of Delaware, as the directors may, from time to
time, fix. Whenever the directors shall fail to fix such place, the meeting
shall be held at the registered office of the corporation in the State of
Delaware.
CALL. Annual meetings and special meetings may be called by the
directors or by any officer instructed by the directors to call the meeting.
NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be
give, stating the place, date, and hour of the meeting and stating the place
within the city or other municipality or community at which the list of
stockholders of the corporation may be examined. The notice of an annual meeting
shall state that the meeting is called for the election of directors and for the
transaction of other business which may properly come before the meeting, and
shall (if any other action which could be taken at a special meeting is to be
taken at such annual meeting) state the purpose or purposes. The notice of a
special meeting shall in all instances state the purpose or purposes for which
the meeting is called. The notice of any meeting shall also include, or be
accompained by, any additional statements, information, or documents prescribed
by the General Corporation Law. Except as otherwise provided by the General
Corporation Law, a copy of the notice of any meeting shall be give, personally
or by mail, not less than ten days nor more than sixty days before the date of
the meeting, unless the lapse of the prescribed period of time shall have been
waived, and directed to each stockholder at such stockholder?s record address or
at such other address which such stockholder may have furnished by request in
writing to the Secretary of the corporation. Notice by mail shall be deemed to
be given when deposited, with postage thereon prepaid, in the United States
Mail. If a meeting is adjorned to another time, not more than thirty days hence,
and/or to another place, and if an announcement of the adjourned time and/or
place is made at the meeting, it shall not be necessary to give notice of the
adjourned meeting unless the directors, after adjournment, fix a new record date
for the adjourned meeting. Notice need not be given to any stockholder who
submits a written waiver of notice signed by such stockholder before or after
the time stated therein. Attendance of a stockholder at a meeting of
stockholders shall constitute a waiver of notice of such meeting, except when
the stockholder attends the meeting for the express prupose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the stockholders need be
specified in any written waiver of notice.
STOCKHOLDER LIST. The officer who has charge of the stock ledger of
the corporation shall prepare and make, at least ten days before every meeting
of stockholders, a complete list of the stockholders, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to the meeting,
either at a place within the city o other municipality or community where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present. The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by this
section or the books of the corporation, or to vote at any meeting of
stockholders.
<PAGE>
CONDUCT OF MEETING. Meetings of the stockholders shall be presided
over by one of the following officers in the order of seniority and if present
and acting - the Chairperson of the Board, if any, the Vice-Chairperson of the
Board, if any, the President, a Vice-President, or, if none of the foregoing is
in office and present and acting, by a chairperson to be chosen by the
stockholders. The Secretary of the corporation, or in such Secretary?s absence,
an Assistant Secretary, shall act as secretary or every meeting, but if neither
the Secretary nor an Assistant Secretary is present the chairperson of the
meeting shall appoint a secretary of the meeting.
PROXY REPRESENTATION. Every stockholder may authorize another person
or persons to act for such stockholder by proxy in all matters in which a
stockholder is entitled to participate, whether by waiving notice of any
meeting, voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the stockholder or by such
stockholder?s attorney-in-fact. No proxy shall be voted or acted upon after
three years from its date unless such proxy provides for a longer period. A duly
executed proxy shall be irrevocable if it states that it is irrevocable and, if,
and only as long as, it is coupled with an interest sufficient in law to support
an irrevocable power. A proxy may be made irrevocable regardless of wether the
interest with which it is coupled is an interest in the stock itself or an
interest in the corporation generally.
INSPECTORS. The directors, in advance of any meeting, may, but need
not, appoint one or more inspectors of election to act at the meeting or any
adjournment thereof. If an inspector or inspectors are appointed, the person
presiding at the meeting amy, but need not, appoint one or more inspectors. In
case any person who may be appointed as an inspector fails to appear or act, the
vacancy may be filled by appointment made by the directors in advance of the
meeting or at the meeting by the person presiding thereat. Each inspector, if
any, before entering upon hte discharge of duties of inspector, shall take and
sign an oath faithfully to execute the duties of inspector at such meeting with
strict impartiality and according to the best of such inspector?s ability. The
inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots, or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots, or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting, the inspector or inspectors, if any, shall
make a report in writing of any challenge, question, or matter determined by
such inspector or inspectors and execute a certificate of any fact found by such
inspector or inspectors. Except as may otherwise be required by subsection (e)
of Section 231 of the General Corporation Law, the provisions of that Section
shall not apply to the corporation.
<PAGE>
QUORUM. The holders of a majority of the outstanding shares of stock
shall constitute a quorum at a meeting of stockholders for the transaction of
any business. The stockholders present may adjourn the meeting despite the
absence of a quorum.
8. STOCKHOLDER ACTION WITHOUT MEETINGS. Except as any provision of
the General Corporation Law may otherwise require, any action required by the
General Corporation Law to be taken at any annual or special meeting of
stockholders, or any action which may be taken at any annual or special meeting
of stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted. Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing. Action taken pursuant to this paragraph shall be
subject to the provisions of Section 228 of the General Corporation Law.
ARTICLE II
----------
DIRECTORS
---------
1. FUNCTIONS AND DEFINITION. The business and affairs of the
corporation shall be managed by or under the direction of the Board of Directors
of the corporation. The Board of Directors shall have the authority to fix the
compensation of the members thereof. The use of the phrase ?whole board? herein
refers to the total number of directors which the corporation would have if
there were no vacancies.
2. QUALIFICATIONS AND NUMBER. A director need not be a stockholder,
a citizen of the United States, or a resident of the State of Delaware. The
initial Board of Directors shall consist of ____ persons. Thereafter the number
of directors constituting the whole board shall be at least one. Subject to the
foregoing limitation and except for the first Board of Directors, such number
may be fixed from time to time by action of the stockholders or of the
directors, or, if the number is not fixed, the number shall be _____. The number
of directors may be increased or decreased by action of the stockholders or of
the directors.
3. ELECTION AND TERM. The first Board of Directors, unless the
members thereof shall have been named in the certificate of incorporation, shall
be elected by the incorporator or incorporators and shall hold office until the
first annual meeting of stockholders and untile their successors are elected and
qualified or until their earlier resignation or removal. Any director may resign
at any time upon written notice to the corporation. Thereafter, directors who
are elected at an annual meetng of stockholders, and directors who are elected
in the interim to fill vacancies and newly created directorships, shall hold
office until the next annual meeting of stockholders and until their successors
are elected and qualified or until their earlier resignation or removal. Except
as the General Corporation Law may otherwise require, in the interim between
annual meetings of stockholders or of special meetings of stockholders called
for the election of directors and/or for the removal of one or more directors
and for the filling of any vacancy in that connection, newly created
directorships and any vacancies in the Board of Directors, including unfilled
vacancies resulting from the removal of directors for cause or without cause,
may be filled by the vote of a majority of the remaining directors then in
office, although less than a quorum, or by the sole remaining director.
<PAGE>
4. MEETINGS.
TIME. Meetings shall be held at such time as the Board shall fix,
except that the first meeting of a newly elected Board shall be held as son
after its election as the directors may conveniently assemble.
PLACE. Meetings shall be held at such place within or without the
State of Delaware as shall be fixed by the Board.
CALL. No call shall be required for regular meetings for which the
time and place have been fixed. Special meetings may be called by or at the
direction of the Chairperson of the Board, if any, the Vice-Chairperson of the
Board, if any, of the President, or of a majority of the directors in office.
NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required
for regular meetings for which the time and place have been fixed. Written,
oral, or any other mode of notice of the time and place shall be given for
special meetings in sufficient time for the convenient assembly of the directors
thereat. Notice need not be given to any director or to any member of a
committee of directors who submits a written waiver of notice signed by such
director or member before or after the time stated therein. Attendance of any
such person at a meeting shall constitute a waiver of notice of such meeting,
except when such person attends a meeting for the express purpose of objecting,
at the beginning of the meetig, to the the transaction of any busniess because
the meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
directors need be specified in any written waiver of notice.
QUORUM AND ACTION. A majority of the whole Board shall constitute a
quorum except when a vacancy or vancanies prevents such majority, whereupon a
majority of the directors in office shall constitute a quorum, provided, that
such majority shall constitute at least one-third of the whole Board. A majority
of the directors present, whether or not a quorum provided, and except as
otherwise provided by the General Corporation Law, the vote of the majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board. The quorum and voting provisions herein stated shall not be
construed as conflicting with any provisions of the General Corporation Law and
these Bylaws which govern a meeting of directors held to fill vacancies and
newly created directorships in the Board or action of disinterested directors.
<PAGE>
Any member or members of the Board of Directors or of any committee
designated by the Board, may participate in a meeting of the Board, or any such
committee, as the case may be, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other.
CHAIRPERSON OF THE MEETING. The Chairperson of the Board, if any and
if present and acting, shall preside at all meetings. Otherwise, the
Vice-Chairperson of the Board, if any and if present and acting, or the
President, if present and acting, or any other director chosen by the Board,
shall preside.
5. REMOVAL OF DIRECTORS. Except as may otherwise be provided by the
General Corporation Law, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of the shares then
entitled to vote at an election of directors.
6. COMMITTEES. The Board of Directors may designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of any member of
any such committee or committees, the member or members thereof present at any
meeting and not disqualified from voting, whether or not such member or members
constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
Board, shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the corporation with
the execution of any power or authority the delegation of which is prohibited by
Section 141 of the General Corporation Law, and may authorize the seal of the
corporation to be affixed to all papers which may require it.
7. WRITTEN ACTION. Any action required or permitted to be taken at
any meeting of the Board of Directors or any committee thereof may be taken
without a meeting if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.
ARTICLE III
-----------
OFFICERS
--------
The officers of the corporation shall consist of a President, a
Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the
Board of Directors, a Chairperson of the Board, a Vice-Chairperson of the Board,
an Executive Vice-President, one or more other Vice Presidents, one or more
Assistant Secretaries, one or more Assistant Treasurers, and such other officers
with such titles as the resolution of the Board of Directors choosing them shall
designate. Except as may otherwise be provided in the resolution of the Board of
Directors choosing such officer, no officer other than the Chairperson or
Vice-Chairperson of the Board, if any, need be a director. Any number of offices
may be held by the same person, as the directors may determine.
<PAGE>
Unless otherwise provided in the resolution choosing such officer, each
officer shall be chosen for a term which shall continue until the meeting of the
Board of Directors following the next annual meeting of stockholders and untile
such officer?s successor shall have been chosen and qualified.
All officers of the corporation shall have such authority and perform
such duties in the management and operation of the corporation as shall be
prescribed in the resolutions of the Board of Directors designating and choosing
such officers and prescribing their authority and duties, and shall have such
additional authority and duties as are incident to their office except to the
extent that such resolutions may be inconsistent therewith. The Secretary or an
Assistant Secretary of the corporation shall record all of the proceedings of
all meetings and actions in writing of stockholders, directors, and committees
of directors, and shall exercise such additional authority and perform such
additional duties as the Board shall assign to such Secretary or Assistant
Secretary. Any officer may be removed, with or without cause, by the Board of
Directors. Any vacancy in any office may be filled by the Board of Directors.
ARTICLE IV
----------
CORPORATE SEAL
--------------
The corporate seal shall be in such form as the Board of Directors
shall prescribe.
ARTICLE V
---------
FISCAL YEAR
-----------
The fiscal year of the corporation shall be the calendar year. The
fiscal year of the corporation shall be fixed, and shall be subject to change,
by the Board of Directors.
ARTICLE VI
----------
CONTROL OVER BYLAWS
-------------------
Subject to the provisions of the certificate of incorporation and the
provisions of the General Corporation Law, the power to amend, alter, or repeal
these Bylaws and to adopt new Bylaws may be exercised by the by the Board of
Directors or by the stockholders.
I HEREBY CERTIFY that the foregoing is a full, true and correct copy of
the Bylaws of the Saint James Company, a Delaware corporation, as in effect on
the date hereof.
Dated:
------------------------------------
Secretary of Saint James Company
RADIATION DISPOSAL SYSTEMS, INC.
1104 Nueces Street
Austin, TX 78701-2128
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on __________________
to the Shareholders of
RADIATION DISPOSAL SYSTEM, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of RADIATION
DISPOSAL SYSTEMS, INC. (the "Company") will be held at the offices of First
Dominion Finanical Group, N.A. of Frost National Bank Plaza, 816 Congress
Avenue, Suite 1100, Austin, Texas 78701 on ____________________, at __________,
for the following purposes:
1. To elect two Directors to the Company's Board of Directors to hold
office for a period of one year or until their successors are duly elected and
qualified;
2. To vote on the proposal to amend the Company's Cerrificate of
Incorporation to increase the authorized number of shres of Common Stock from 20
million to 50 million;
3. To vote on the proposal to amend the Compnay's Certificate of
Incorporation to effect a change of the Company's name from RADIATION DISPOSAL
SYSTEMS, INC. TO THE SAINT JAMES COMPANY;
4. To vote on the proposal to reverse-split the Company's outstanding
shares of Common Stock on a 20 for 1 basis, 20 outstanding shares for 1 new
share;
5. To vote on the proposal to authorize a change of the Company's
domicile (state of incorporation) from North Carolina to Delaware;
6. To transact such other business as may properly be brought before
the meeting or any adjournment thereof.
The close of business on October 1, 1998 has been fixed as the record
date for the determination of shareholders entitled to notice of, and to vote
at, the meeting and any adjournment thereof.
You are cordially invited to attend the meeting. Whether or not you
plan to attend, please complete, date and sign the accompanying proxy and return
it promptly in the enclosed envelope to assure that your shares are represented
at the meeting. If you do attend, you may revoke any prior proxy and vote your
shares in person if you wish to do so. Any prior proxy will automatically be
revoked in you execute the accompanying proxy or if you notify the Secretary of
the Company, in writing, prior to the annual Meeting of Shareholders,
By order of the Board of Directors
Wayne Gronquist, Secretary
Dated:
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, AND SIGN
THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER TO
ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF MAILED IN
THE UNITED STATES.
RADIATION DISPOSAL SYSTEMS, INC.
1104 Nueces Street
Austin, Texas 78701-2128
PROXY STATEMENT
FOR
Annual Meeting of Stockholders
To Be Held on November 19, 1998
This proxy statement and the accompanying form of proxy were mailed on
November 7, 1998 to the stockholders of record on October 1, 1998 of RADIATION
DISPOSAL SYSTEMS, INC. (the "Company"), a North Carolina corporation, in
connection with the solicitation of proxies by the Board of Directors of the
Company for use at the Annual Meeting to be held at 10:00 a.m., on Thursday,
November 19, 1998, at the offices of First Dominion Financial Group, N.A. of
Frost National Bank Plaza, 816 Congress Avenue, Suite 1100, Austin, Texas 78701,
and at any adjournment thereof.
Proposals By Stockholders Must
Be Received Pursuant To This Section
Any and all proposals of security holders intended to be presented at
the next annual meeting of the Company, must be received by the Company at its
principal executive offices located at 1104 Nueces Street, Austin, Texas
78701-2128, on or prior to November 16, 1998.
SOLICITATION, VOTNG AND REVOCABILITY OF PROXIES
Shares of the Company's common stock, par value $.001 per share (the
"Common Stock") represented by an effective proxy in the accompanying form will,
unless contrary instructions are specified in the proxy, be voted FOR (i) the
election of the two (2) persons nominated by the Board of Directors as
Directors; (ii) the proposal to amend the Company's Certificate of Incorporation
to increase the authorized number of shares of Common Stock from 20 million to
50 million; (iii) the proposal to amend the Company's Certificate of
Incorporation to effect a change of the Company's name from RADIATION DISPOSAL
SYSTEMS, INC. to THE SAINT JAMES COMPANY; (iv) the proposal to reverse split the
Company's outstanding shaares of Common Stock on a 1 for 20 basis (1 new share
for every 20 shares presently owned); and (v) the proposal to authorize a change
of hte Company's domicile (state of incorporation) from North Carolina to
Delaware.
Any such proxy may be revoked at any time before it is voted. A
stockholder may revoke this proxy by notifying the Secretary of the Company
either in writing prior to the Annual Meeting or in person at the Annual
Meeting, by submitting a proxy bearing a later date or by voting in person at
the Annual Meeting. An affirmative vote of a plurality of the shares of Common
Stock, present in person or represented by proxy, at the Annual Meeting and
entitled to vote thereon is required to elect the Directors. A stockholder
voting through a proxy who abstains with respect to the election of Directors is
considered to be present and entitled to vote on the election of Directors at
the meeting, and is in effect a negative vote, but a stockholder (including a
broker) who does not give authority to a proxy to vote, or witholds authority to
vote, on the election of Directors shall not be considered present and entitled
to vote on the election of Directors. A stockholder voting through a proxy who
abstains with respect to approval of any other matter to come before the meeting
is considered to be present and entitled to vote on that matter and is in effect
a negative vote, but a stockholder (including a broker) who does not give
authority to a proxy to vote, or withholds authority to vote, on any such matter
shall not be considered present and entitled to vote thereon.
The Company will bear the cost of the solicitatioin of proxies by the
Board of Directors. The Board of Directors may use the services of its executive
officers and certain Directors to solicit proxies from stockholders in person
and by mail, telegram, and telephone. Arrangements may also be made with
brokers, fiduciaries, custodians, and nominees to send proxies, proxy statements
and other material to the beneficial owners of the Company's Common Stock held
of record by such persons, and the Company may reimburse them for reasonable
out-of-pocket expenses incurred by them in so doing.
<PAGE>
The Company's Annual Report on Form 10-K for the year ended December
31, 1997 accompanies this proxy statement. The principal executive office of the
Company are located at 1104 Nueces Street, Austing, Teas 78701-2128, the
Company's telephone number is (512)671-3858.
Independent Public Accountants
Because of its extremely weak financial condition, the Company did not
include audited financial statements in its filing of this Form 10-K because the
estimated expense of such compliance with the Securities and Exchange of 1934
would exhaust the Company's remaining financial resources. The Company has
included financial statements in this Form 10-K which were generated internally
and are unaudited. If the Company had had the financial resources, Cherry,
Bekaert and Holland, the principal accountants in the prior years, would have
been asked to issue a Report of independent Certificate.
The principal accountant's report on the financial statements for the
year ended December 32, 1990, the last year for which a Report of Independent
Certified Public Accountants was issued, contained a qualified opinion as to the
uncertainty that the Company will contineu as a going concern.
The Company and the principal accountant have had no disagreements on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure involved with the registrants's two
most recent fiscal years and all subsequent interim periods.
The Company has not engaged another principal accountant.
VOTING SECURITIES AND SECURITY OWNERSHIP
OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT
The securities entitle to vote at the meeting are the Company's Common
Stock, $.001 par value per share. The presence, in person or by proxy, of a
majority of shares entitled to vote will constitute a quorum for the meeting.
Each share of Common Stock entitles its holder to one vote on each matter
submitted to stockholders. The close of business on October 1, 1998 has been
fixed as the record date for the determination of stockholdres entitled to
notice of and to vote at the meeting and any adjournment thereof. At that date,
19,977,495 shares of Common Stock were outstanding. Voting of the shares of
Common Stock is on a non-cumulative basis.
The following table sets forth certain information as of October 1,
1998 with respect to the benefical ownership of Common Stock held by (i) each
person known by the Company to be the owner of 5% or more of the outstanding
Common Stock; (ii) by each Director; and (iii) by all Officers and Directors for
the previous year as a group. Each named benefical owner has sole voting and
investment power with respect to the shares of Common Stock listed:
Title of Name & Address Amount & Nature Percentage
Class of Benefical Owner of Benefical Ownership(1) of Class (2)
- -------- ------------------ ------------------------- -------------
Common JonRuco Company 5,000,000 25.0028%
Stock 8309 Priest River Drive
Round Rock, Texas 78681
Common Wayne Gronquist, Trustee 5,000,000 25.0028%
Stock 1104 Nueces Street
Austin, Texas 78701-2128
Common Manuel E. Kane 200,000 1.0011%
Stock 4252 Woodglen Lane
Charlotte, NC 28226
<PAGE>
Common Albert D. Kane 200,000 1.0011%
Stock 391 Hartshorn Drive
Short Hills, NJ 07078
All directors and officers 400,000
as a group (2 persons)
Common Steven M. Kane 2,015,100 10.0868%
Stock 4013 Walnut Clay Road
Austin, TX 78731-3934
Common Seth M. Kane 1,245,050 6.2322%
Stock 23 Circle Drive
Belmont, NC 28012
Common Ross A. Kane 1,245,050 6.2322%
6115 Hickory Forest Drive
Charlotte, NC 28277
Total 74.559%
(1) All of the shares shown are held by individuals or entities possessing sole
voting and investment power with respect to such shares.
(2) The "percentage Benefically Owned" is calculated by dividing the "Number of
Shares Benefically Owned" by the sum of the total outstanding shares of Common
Stock of the Company.
Certain Reports
No person who, during the year ended December 31, 1997, was a director, officer
or beneficial owner of more than ten percent of the Company's Common Stock
(which is the only class of securities of the Company registered under Section
12 of the Securities Exchange Act of 1934 (the "Act") (a "Reporting Person"),
failed to file on a timely basis, eports required by Section 16 of the Act
during the most recent fiscal year or prior years.
RECENT DEVELOPMENTS
On September 21, 1998, the Company's Board of Directors approved the
trade of 10,000,000 shares of Radiation Disposal Systems, Inc. for the 1,000,000
authorized shares of Asset Technology International, Inc. On such date Manuel E.
Kane resigned as President, Principal Executive Officer, Principal Financial and
Accounting Officer, Treasurer and Director and Rudy De La Garza was elected as
director by Albert D. Kane the sole remaining director of the Company, untile
his successor is elected, to fill the vacancy on the board resulting from Manuel
E. Kane's resignation. On such day Albert D. Kane resigned as Chairman of the
Board, Secretary and Director and Wayne Gronquist was elected as director by
Rudy De La Garza, the sole remaining director of the Company, untile his
successor is elected, to fill the vacancy on the board resulting form Albert D.
Kane's resignation. Rudy De La Garza was elected by the Board as Presient and
Chief Executive Officer of the Company and Wayne Gronquist was elected by the
Board to the offices of Executive Vice Presient and Secretary. The resignations
of Manuel E. Kane and Albert D. Kane as directors and officers of the
controlling interest in the company to the two single shareholders of Asset
Technology International, Inc., namely, the JonRuco Company and Wayne Gonquist,
Trustee both owning equal shares of Asset Technology International, Inc. prior
to the trade.
<PAGE>
It is expected that the following will be considered at the meeting and
action taken thereon:
I. ELECTION OF DIRECTORS
The Board of Directors currently consists of two members elected for
the remainder of a term of one year and until their successors are duly elected
and qualified.
An affirmative vote of a plurality of the shares of Common Stock,
present in person or represented by proxy at the Annual Meeting, and entitled to
vote thereon is required to elect the Directors. All proxies received by the
Baord of Directors will be voted for the election as Directors of the nominees
listed below if no direction to the contrary is given. In the event any nominee
is unable to serve, the proxy solicited hereby may be voted, in the discretion
of the proxies, for the election of another person of his stead. The Board of
Directors knows of no reason to anticipate this will occur.
The following table sets forth as of October 1, 1998 certain
information with respect to the as Directors of the Company:
Name Age Position
- ---------------- --- ------------------------------------------------
Rudy De La Garza 52 President, Chief Executive Officer, and Director
Wayne Gronquist 57 Executive Vice President, Secretary and Director
Rudy De La Garza has over 25 years experience in corporate structuring
and management for both private and publicly held companies. During this time
Mr. De La Garza performed duties as CEO, president and board director. From 1993
to present Mr. De La Garza has devoted his efforts and time to consulting
Publicly held companies who have lost their business and market value. Mr. De La
Garza restructures the public company as to recreate the shell in a more
favorable form for presentation to an emerging private company with net tangible
assets.
Wayne Gronquist has 26 years experience as corporate counsel and
advisor for private and publicly held corporations, both domestic and foreign.
During this period Mr. Wayne Gronquist has focused his practice on corporate
structuring, business, financial, family and estate planning.
As permitted under the North Carolina Business Corporations Law, the
Company's Certificate of Incorporation eliminates the personal liability of the
Directors to the Company or any of its shareholders for damages for breaches of
their fiduciary duties as Directors. As a result of the inclusion of such
provision, stockholders may be unable to recover damages against Directors for
negligent or grossly negligent actions which Directors may take or for
Directors' actions which violate their fiduciary duties. The inclusion of this
provision in the Company's Certificate of Incorporation may reduce the
likelihood of derivative litigation against Directors and other types of
shareholder litigation.
Board Meetings, Committees, and Compensation
During the year ended December 31, 1997, no meetings of the Board of
Directors were held. The Company does not pay its Directors for their attendance
at meetings of the Board of Directors and committee meetings. The Company does
not have standing audit, nominating, nor compensation committees of the Board of
Directors, nor any other such committee performing similar functions.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
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<CIK> 0000758256
<NAME> The Saint James Company
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<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<EXCHANGE-RATE> 1
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
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<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
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<CURRENT-LIABILITIES> 1,115
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0
0
<COMMON> 999,057
<OTHER-SE> 0
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