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, 1999
0-13738
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Commission File Number
THE SAINT JAMES COMPANY
-----------------------
(Exact Name of Registrant as Specified in its Charter)
North Carolina 52-1426581
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(State of Incorporation) (I.R.S. Employer ID No.)
1104 Nueces Street
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Austin, Texas 78701-2128
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(512) 671-3858
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(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, 1999, was 999,057.
THE SAINT JAMES COMPANY
INDEX
Part 1. Financial Information
Item Page No.
BALANCE SHEETS 3
Year Ended December 31, 1998 and
Three Months Ended March 31, 1999
INCOME STATEMENT 4
Year Ended December 31, 1998 and
Three Months Ended March 31, 1999
CASH FLOWS FROM OPERATING ACTIVITIES 5
Year Ended December 31, 1998 and
Three Months Ended March 31, 1999
RETAINED EARNINGS STATEMENT 6
Year Ended December 31, 1998 and
Three Months Ended March 31, 1999
Part 2. Other Information 12
2
PART 1. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
THE SAINT JAMES COMPANY
Balance Sheet
Year Ended Three Months Ended
December 31 1998 March 31, 1999
------------------ --------------------
Assets
Current Assets
Property 0 0
Plant
Equipment
- ------------------------------------- ------------------ --------------------
Total Assets 0 0
===================================== ================== ====================
Liabilities and Shareholders'
Equity
- ------------------------------------- ------------------ --------------------
Current Liabilities
Accrued Interest Payable 1,115.67 278.92
Total Current Liabilities 1,115.67 278.92
===================================== ================== ====================
Long Term Liabilities
Interest Payable 6,392.06 7,507.73
Judgments Payable 11,156.75 11,156.78
Total Long
Term Liabilities 17,548.81 18,664.48
- ------------------------------------- ------------------ --------------------
Total Liabilities 18,664.48 18,943.40
===================================== ================== ====================
Shareholders' Equity
Common Stock 9,977 999,057
Paid-In Capital
In Excess of Par Value 3,451,590.00 3,460,568.00
- ------------------------------------- ------------------ --------------------
Sub-Total 3,460,568.00 3,461,567.00
===================================== ================== ====================
Retained Earnings
Retained Earnings,
Restricted (11,156.75) (11,156.75)
Retained Earnings,
(Deficit) (3,469,074.73) (3,469,353.65)
- ------------------------------------- ------------------ --------------------
Total Retained Earnings (3,480,231.48) (3,480,510.40)
- ------------------------------------- ------------------ --------------------
Total Shareholders' Equity (18,664.48) (18,943.40)
===================================== ================== ====================
$0 $0
*See report and footnotes following tables.
3
THE SAINT JAMES COMPANY
Income Statement
Year Ended December 31, 1998 Three Months Ended March 31, 1999
----------------------------------- -----------------------------------
Revenues 0 0
- ------------------------------------- ----------------------------------- -----------------------------------
Operating Expenses
Interest Expense 1,115.67 278.92
Total Operating Expense 1,115.67 278.92
- ------------------------------------- ----------------------------------- -----------------------------------
Net Income (Loss) (1,115.67) (278.92)
===================================== =================================== ===================================
Earnings Per Share Nil Nil
===================================== =================================== ===================================
*See report and footnotes following tables.
4
THE SAINT JAMES COMPANY
Cash Flow Statement
Year Ended December 31, 1998 Three Months Ended March 31, 1999
----------------------------------- -----------------------------------
Cash Flows from Operating
Activities
Net Income (Loss) (1,115.67) (278.92)
===================================== =================================== ==================================
Adjustment to Reconcile
Net Income (Loss) to
Net Cash Provided by
Operating Activities 0 0
===================================== =================================== ==================================
Cash Flow Provided
From Operating
Activities (1,115.67) (278.92)
===================================== =================================== ==================================
Cash Flows From Investing
Activities 0 0
===================================== =================================== ==================================
Cash Flow From Financing
Activities
Interest Payable 1,115.67 278.92
- ------------------------------------- ----------------------------------- -----------------------------------
Cash Flow Provided
From Financing
Activities 0 0
- ------------------------------------- ----------------------------------- -----------------------------------
Net Increase (Decrease)
To Cash 0 0
- ------------------------------------- ----------------------------------- -----------------------------------
Cash at the Beginning of
The Period 0 0
- ------------------------------------- ----------------------------------- -----------------------------------
Cash at the End of the 0 0
Period
- ------------------------------------- ----------------------------------- -----------------------------------
* See reports and footnotes following tables.
5
THE SAINT JAMES COMPANY
Retained Earnings Statement
Year Ended December 31, 1998 Three Months Ended March 31, 1999
----------------------------------- -----------------------------------
Balance Beginning of Period,
Before Restricted (3,467,959.06) (3,469,074.73)
Net Income (Loss) (1,115.67) (278.92)
- ------------------------------------- ----------------------------------- -----------------------------------
Sub-total (3,469,074.73) (3,469,353.65)
Retained Earnings
Restricted (11,156.75) (11,156.75)
- ------------------------------------- ----------------------------------- -----------------------------------
Balance End of Period (3,480,231.48) (3,480,510.40)
===================================== =================================== ===================================
* See report and footnotes following tables.
6
THE SAINT JAMES COMPANY
Notes to Financial Statements
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.
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.
7
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.
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, 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 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.
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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
Note E: Capital Stock
December 31, 1998 and March 31, 1999
- ------------------------------------------------- -------------------
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 March 31,1999. 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.
9
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The Company had no sales for the three months ending March 31, 1999,
nor for fiscal years 1998 or 1997.
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 $1,115.67 for the three months
ended March 31, 1999, compared to $12,619 for the three months ended March 31,
1998 and an overall loss of $1,115.67 for the year ended December 31, 1998. The
decrease in loss was due to a removal of unused chemicals and materials of the
Company and related consultant fees the Company expended in early 1998.
For the three months ended March 31, 1999, the Company incurred
operating expense of $278.92 compared to $12,030 for the three months ended
March 31, 1998. The decrease in administrative expense is due to the substantial
decreases in consulting fees, bad debt and transfer agent fees.
LIQUIDITY
The Company had no significant cash change during the three months
ending March 31, 1999, compared to the same period for 1998 or the year ended
December 31, 1998. At the period ending March 31, 1998, the Company had $28
available cash, at the year ended December 31, 1998, $0, and for the period
ending March 31, 1999, $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, to date, generated no significant revenues. Because
the Company has no remaining funds, Management is operating the Company on a
severely curtailed basis. Without capital infusion, through a merger of 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 income (loss) for the year ended December 31, 1998, of
$1,115.67.
CAPITAL RESOURCES
Subsequent to September 30, 1995, and as of March 31, 1999, the Company
has had no significant expenditures for the purchase of materials, machinery and
other testing equipment.
RESULTS OF OPERATIONS
Management does not know of any significant revenues or expenses that
the Company will incur during the remainder of the 1999 fiscal year. Management
does not expect the Company to sell waste disposal systems during the remainder
of the 1999 fiscal year.
10
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, there
are two judgments outstanding.
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. has a 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 March 31,
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. Because the Company did not have the financial resources to pay
this Judgment, it was not paid as of March 31, 1999.
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
On January 1, 1999, Rudy De La Garza resigned from the Board of
Directors and from his position as President and Chief Executive Officer of the
Company. Wayne Gronquist resigned as Executive Vice President and became
President. He is also the Secretary of the Company and is the sole member of the
Board of Directors.
11
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
Articles of Incorporation 1
Bylaws 2
Report of Certified Public Accountant 3
Financial Statements and Notes 4
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 Date: 1/5/00
----------------
Wayne Gronquist
Director, President, Secretary
12