UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000
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
ID No.)
18026 Circa Azul Drive
----------------------
San Antonio, Texas 78259
------------------------
(210) 402-6344
--------------
(Address and Telephone Number of Principal Executive Offices)
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 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 [ ] No [X]
The number of shares of Registrant's Common Stock outstanding as of
March 31, 2000, was 999,057.
<PAGE>
THE SAINT JAMES COMPANY
INDEX
Item
Part 1. Financial Information
Independent Auditor's Report
Assets
Liabilities and Stockholders' Equity
Statement of Operations
Statement of Stockholders' Equity
Statement of Cash Flows
Notes to Financial Statements
Part 2. Other Information
2
<PAGE>
PART 1. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
THE SAINT JAMES COMPANY
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
--------------------
MARCH 31, 2000
DECEMBER 31, 1999
DECEMBER 31, 1998
3
<PAGE>
TABLE OF CONTENTS
-----------------
PAGE
----
INDEPENDENT AUDITORS' REPORT 1
ASSETS 2
LIABILITIES AND STOCKHOLDERS' EQUITY 3
STATEMENT OF OPERATIONS 4
STATEMENT OF STOCKHOLDERS' EQUITY 5-6
STATEMENT OF CASH FLOWS 7
NOTES TO FINANCIAL STATEMENTS 8-11
<PAGE>
INDEPENDENT AUDITOR'S REPORT
----------------------------
To Board of Directors May 19, 2000
and Stockholders of
The Saint James Company
I have audited the Balance Sheets of The Saint James Company, (A
Development Stage Company), as of March 31, 2000, December 31, 1999, and
December 31, 1998, and the related Statements of Operations, Stockholders'
Equity and Cash Flows for the period January 1, 2000 to March 31, 2000, and the
two years ended December 31, 1999, and December 31, 1998. These financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I 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 the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of The Saint James
Company, (A Development Stage Company), at March 31, 2000, December 31, 1999,
and December 31, 1998, and the results of its operations and cash flows for the
period January 1, 2000 to March 31, 2000 and the two years ended December 31,
1999, December 31, 1998, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note G to the
financial statements, the Company has no established source of revenue. This
raises substantial doubt about its ability to continue as a going concern.
Management's plan in regard to these matters are also described in Note G. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/ Barry L. Friedman
- ---------------------------
Barry L. Friedman
Certified Public Accountant
1582 Tulita Drive
Las Vegas, Nv 89123
702-361-8414
-1-
<PAGE>
<TABLE>
<CAPTION>
THE SAINT JAMES COMPANY
(A Development State Company)
Balance Sheet
-------------
Assets
------
March 31, 2000 December 31, 1999 December 31, 1998
-------------- ----------------- -----------------
<S> <C> <C> <C>
Current Assets $0 $0 $0
Total Current Assets 0 0 0
Other Assets 0 0 0
Total Other Assets 0 0 0
Total Assets 0 0 0
====== ====== ======
</TABLE>
The accompanying notes are an integral part of these financial statements.
-2-
<PAGE>
THE SAINT JAMES COMPANY
(A Development Stage Company)
BALANCE SHEET
-------------
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
March December December
31, 2000 31, 1999 31, 1998
---------- ---------- ----------
CURRENT LIAIBLITIES
Officers Advances
(Note H) $ 13,364 $ 5,000 $ 0
Accrued Interest
Payable
(Note C) 147 1,115 1,116
Interest Payable
(Note C) 4,556 7,508 6,392
Judgments Payable
(Note D) 5,894 11,157 11,157
---------- ---------- ----------
TOTAL CURRENT
LIABILITIES $ 23,961 $ 24,780 $ 18,665
---------- ---------- ----------
STOCKHOLDERS' EQUITY (Note E)
Common stock, $.001 par value
authorized 50,000,000 shares
issued and outstanding at
December 31, 1998 -
999,057 shs $ 999
December 31, 1999 -
999,057 shs $ 999
March 31, 2000 - 999,057 $ 999
Additional paid in Capital 3,464,235 3,460,568 3,460,568
---------- ---------- ----------
SUB-TOTAL $3,465,234 $3,461,567 $3,461,567
---------- ---------- ----------
Retained Earnings Restricted $ -5,894 $ -11,157 $ -11,157
Retained Earnings Deficit -3,483,301 -3,475,190 -3,469,075
---------- ---------- ----------
Total Retained Earnings -3,489,195 -3,486,347 -3,480,232
---------- ---------- ----------
TOTAL
STOCKHOLDERS'
EQUITY $ -23,961 $ -26,780 $ -18,665
---------- ---------- ----------
TOTAL
LIABILTIES
AND
STOCKHOLDERS'
EQUITY $ 0 $ 0 $ 0
========== ========== ==========
The accompanying notes are an integral part of these financial statements
-3-
<PAGE>
THE SAINT JAMES COMPANY
(A Development Stage Company)
STATEMENT OF OPERATIONS
-----------------------
Jan.1, Year Year Jan. 7, 1993
2000, to Ended Ended (inception)
Mar. 31, Dec. 31, Dec. 31, to Mar. 31,
2000 1999 1998 2000
----------- ----------- ----------- -----------
REVENUE $ 0 $ 0 $ 0 $ 0
----------- ----------- ----------- -----------
EXPENSES
General, Selling
and Administrative $ 2,848 $ 6,115 $ 1,116 $ 16,741
Judgment 0 0 0 11,157
Loss from
Discontinued
Operations 0 0 0 3,461,567
----------- ----------- ----------- -----------
Total Expenses $ 2,848 $ 6,115 $ 1,116 $ 3,489,195
Net Profit (+)/Loss (-) $ -2,848 $ -6,115 $ -1,116 $-3,489,195
=========== =========== =========== ===========
Net Profit / Loss (-)
per weighted
share (Note A) $ +.0008 $ -.0061 $ -.0011 $ -3.4925
=========== =========== =========== ===========
Weighted average
number of common
shares outstanding 999,057 999,057 999,057 999,057
=========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements
-4-
<PAGE>
THE SAINT JAMES COMPANY
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
--------------------------------------------
Common Stock
------------
Shares Amount
----------- -----------
Balance,
December 31, 1997 9,977,495 $ 9,977
September 21, 1998
issued shares in
stock trade 10,000,000 +10,000
November 19, 1998
20:1 reverse stock
split -18,978,620 -18,979
November 19, 1998
shares issued from
rounding +182 +1
Net loss year ended
December 31, 1998 ----------- -----------
Balance,
December 31, 1998 999,057 $ 999
Net loss year ended
December 31, 1999 ----------- -----------
Balance,
December 31, 1999 999,057 $ 999
Net loss,
January 1, 2000
to March 31, 2000 ----------- -----------
Balance,
March 31, 2000 999,057 $ 999
=========== ===========
The accompanying notes are an integral part of these financial statements
-5-
<PAGE>
THE SAINT JAMES COMPANY
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY CONTINUED
------------------------------------------------------
Additional Retained Retained
paid-in Earnings Earnings
Capital Restricted Deficit
----------- ----------- -----------
Balance,
December 31, 1997 $ 3,451,590 $ -11,157 $-3,467,959
September 21, 1998
issued shares in
stock trade -10,000
November 19, 1998
20:1 reverse stock
split +18,979
November 19, 1999
shares issued from
rounding -1
Net loss year ended
December 31, 1998 -1,116
----------- ----------- -----------
Balance,
December 31, 1998 $ 3,460,568 $ -11,157 $-3,469,075
Net loss year ended
December 31, 1999 -6,115
----------- ----------- -----------
Balance,
December 31, 1999 $ 3,460,568 $ -11,157 $-3,475,190
Changes in
Stockholders' Equity +3,667 +5,263 -5,263
----------- ----------- -----------
Net loss,
January 1, 2000
to March 31, 2000 -2,848
----------- ----------- -----------
Balance,
March 31, 2000 $ 3,464,235 $ -5,894 $-3,483,301
=========== =========== ===========
The accompanying notes are an integral part of these financial statements
-6-
<PAGE>
<TABLE>
<CAPTION>
THE SAINT JAMES COMPANY
(A Development Stage Company)
STATEMENT OF CASH FLOWS
-----------------------
Jan.1, Year Year Jan. 7, 1993
2000, to Ended Ended (inception)
Mar. 31, Dec. 31, Dec. 31, to Mar. 31,
2000 1999 1998 2000
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Cash Flows from
Operating Activities
Net Loss $ -2,848 $ -6,115 $ -1,116 $-3,489,195
Adjustment to
reconcile net loss
to net cash
to provided by operating
activities 0 0 0 0
Changes in Stockholders
Equity +3,667 0 0 +3,667
Changes in assets and
Liabilities
Increase in current
liabilities -819 +6,115 +1,116 +23,961
----------- ----------- ----------- -----------
Net cash used in
Operating activities $ 0 $ 0 $ 0 $-3,461,567
----------- ----------- ----------- -----------
Cash Flows from
Investing activities 0 0 0 0
----------- ----------- ----------- -----------
Cash Flows from
Financing Activities
Issuance of common
Stock 0 0 0 +3,461,567
----------- ----------- ----------- -----------
Net increase (decrease)
in cash $ $ 0 $ 0 $ 0
Cash,
beginning of period 0 0 0 0
----------- ----------- ----------- -----------
Cash,
end of period $ 0 $ 0 $ 0 $ 0
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
-7-
<PAGE>
THE SAINT JAMES COMPANY
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
March 31, 2000, December 31, 1999, and December 31, 1998
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
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
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.
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.
-8-
<PAGE>
THE SAINT JAMES COMPANY
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS CONTINUED
---------------------------------------
March 31, 2000, December 31, 1999, and December 31, 1998
NOTE B - ORGANIZATION OF COMPANY CONTINUED
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, 650,000 preferred stock warrants were issued.
In June 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.
-9-
<PAGE>
THE SAINT JAMES COMPANY
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS CONTINUED
---------------------------------------
March 31, 2000, December 31, 1999, and December 31, 1998
NOTE B - ORGANIZATION OF COMPANY (CONTINUED)
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
cancelled. At the time of the stock exchange, Technology International, Inc.,
had no assets, liabilities or capital. The company was completely dormant.
On October 13, 1998, 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 requires
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. Judgment #2 was fully
satisfied on January 6, 2000.
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 - Judgment #1 $5,893.78
-10-
<PAGE>
THE SAINT JAMES COMPANY
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS CONTINUED
---------------------------------------
March 31, 2000, December 31, 1999, and December 31, 1998
NOTE D - JUDGMENTS PAYABLE (LITIGATION) CONTINUED
McKinney & Moore, Inc., on February 13, 1993, received a judgment
against the Company. This judgment was fully satisfied on January 6, 2000.
Judgment, 10% per annum $3,802.00
Attorney's fees, 10% per annum $1,250.00
Prejudgment, 10% per annum $ 211.00
------------------------------------------------------------------
Total - Judgment #2 $ 5,263.00
NOTE E - CAPITAL STOCK
Preferred Stock, $.01 par value per share, 500,000 shares authorized.
No shares issued and outstanding.
NOTE F - RETAINED EARNINGS RESTRICTED
Retained earnings restricted represents the total judgments held
against the Company. See Note D.
NOTE G - GOING CONCERN
As shown on the financial statements, the Company has incurred losses
of $3,489,195 from inception to March 31, 2000. The Company's financial
statements are prepared using the generally accepted accounting principles
applicable to a going concern, which contemplates the realization of assets and
liquidation of liabilities in the normal course of business. However, the
Company has no current source of revenue. Without realization of additional
capital, it would be unlikely for the Company to continue as a going concern. It
is management's plan to seek additional capital through a merger with an
existing operating company.
NOTE H - OFFICERS ADVANCES
While the Company is seeking additional capital through a merger with
an existing operating company, an officer of the Company has advanced funds on
behalf of the Company to pay for any costs incurred by it. These funds are
interest free.
-11-
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The company had no sales for the three months ended March 31, 2000, nor
for fiscal years 1999 or 1998.
Historically, the company has had few sales of machines and equipment
utilizing the application of waste and water treatment technologies ("Ozone
Technologies"), and, to date, the company has been unsuccessful in marketing
machines and equipment that utilize the Ozone Technologies.
The company has not been able to generate sales of its products, and
consequently, the company has incurred and continues to incur substantial
losses. The company experienced a net loss of $2,848 for the three months ended
March 31, 2000.
The company's financial statements for the corresponding three months
of the previous year are incorporated by reference from the company's Form 10-Q
for the three months ended March 31, 1999, filed January 11, 2000.
LIQUIDITY
The company had no significant cash change during the three months
ended March 31, 2000, compared to the same period for 1999. At the three months
ended March 31, 2000, and the three months ended March 31, 1999, the company had
available cash of $0.
Management of the company does not foresee significant commitments
which will result in identifiable expenses in the company's immediate future.
The company has not generated any revenues in the three months ended
March 31, 2000. Because the company has no remaining funds, Management is
operating the company on a severely curtailed basis. Without capital infusion,
through a merger or change of the course of business, the company will have
insufficient funds to cover operational expenses for the remainder of the fiscal
year. Operational expenses were the cause of the net loss for the three months
ended March 31, 2000, of $2,848, compared to $1,116 for the three months ended
March 31, 1999.
CAPITAL RESOURCES
Subsequent to September 30, 1995, and as of March 31, 2000, the company
has had no significant expenditures for the purchase of materials, machinery and
other testing equipment.
The company is seeking additional capital through a merger with an
existing operating company. However, no merger candidate is identified at this
time. In order to meet operational expenses, the company has obtained a loan
from Wayne Gronquist, an officer of the company, in the amount of $13,364 during
the three months ended March 31, 2000. These funds are interest free.
-12-
<PAGE>
RESULTS OF OPERATIONS
Management does not know of any significant revenues or expenses that
the company will incur during the remainder of the 2000 fiscal year. Management
does not expect the company to sale waste disposal systems during the remainder
of the 2000 fiscal year.
Item 3. 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 corporation 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 the
necessary business decisions are made.
Part II - OTHER INFORMATION
Item 1. 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, the
Company does have two outstanding judgments. The first judgment is in the amount
of $5,893.78. The second judgment is in the amount of $5,263.00 and was fully
satisfied on January 6, 2000.
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
September 30, 1999.
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. The company satisfied this judgment in full on January 6, 2000.
-13-
<PAGE>
Item 2. CHANGES IN SECURITIES
None.
Item 3. DEFAULTS ON SENIOR SECURITIES
None.
Item 4. SUBMISSION TO A VOTE OF SECURITY HOLDERS
None.
Item 5. OTHER INFORMATION
None.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit Number
- ------- ------
Articles of Incorporation 3.1
Incorporated by reference
Form 10-Q, filed Jan.12, 2000
for the three months ended
March 31, 1999
Bylaws 3.2
Incorporated by reference
Form 10-Q, filed Jan.12, 2000
for the three months ended
March 31, 1999
Consent of Auditors 15
Item 7. SUBSEQUENT EVENTS
None.
SIGNATURES
Pursuant to the requirements 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 May 22, 2000
- ------------------------------------------ ------------------------
Wayne Gronquist Date
President and Chief Executive Officer
-14-
EXHIBIT 15
To Whom It May Concern: May 19, 2000
The firm of Barry L. Friedman, P.C., Certified Public Accountant consents to the
inclusion of their report of May 19, 2000, on the Financial Statements of The
Saint James Company, as of March 31, 2000, in any filing that are necessary now
or in the near future with the U.S. Securities and Exchange Commission.
Very truly yours,
/s/ Barry L. Friedman
- --------------------------------
Barry L. Friedman
Certified Public Accountant
