UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended June 30, 2008
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ________________ to _______________
(Commission file number)
THE SAINT JAMES COMPANY
-----------------------
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 56-1426581
-------------- ----------
(State of Incorporation) (IRS Employer
Identification No.)
Broadway Plaza, 520 Broadway, Suite 350 Santa Monica CA 90401
(Address of Principal Executive Offices)
(310) 739-5696
(Registrant's Telephone Number)
Indicate by check mark whether 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 past 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to the filing requirements for
the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated file, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] (Do
not check if a smaller reporting company) Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ X ] No [ ]
Indicate the number of share outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
As of May 11, 2008, the Registrant had 11,999,057 shares of its common stock
issued and outstanding.
THE SAINT JAMES COMPANY
Index
Page
Number
PART I. FINANCIAL INFORMATION 3
Item 1. Financial Statements (Unaudited) 3
Balance Sheet as of June 30, 2008and December 31, 2007 3
Statements of Operations For the Three and Six Months Ended
June 30, 2008 and 2007 and the Period from January 1, 1999 (Inception)
to June 30, 2008 4
Statement of Stockholders' Deficit for the Period
from January 1, 1999 (Inception) to June 30, 2008 5
Statements of Cash Flows for the Six Months ended
June 30, 2008 and 2007 and the Period from January 1, 1999 (Inception)
to June 30, 2008 6
Notes to the Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 13
Item 3. Quantitative and Qualitative Disclosures About Market Risk - Not Applicable
Item 4. Controls and Procedures 3
Item 4T. Controls and Procedures 3
PART II - OTHER INFORMATION
Item 1. Legal Proceedings -Not Applicable 4
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds - Not Applicable 4
Item 3. Defaults Upon Senior Securities - Not Applicable 4
Item 4. Submission of Matters to a Vote of Security Holders - Not Applicable 5
Item 5. Other Information - Not Applicable 5
Item 6. Exhibits 5
SIGNATURES 6
The accompanying notes are an integral part of these financial statements.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The Saint James Company
(A Development Stage Company)
Balance Sheets
June 30, December 31,
2008 2007
---------------- ----------------
(Unaudited) (Audited)
Assets
Cash and cash equivalents $ - $ -
Other assets 50,000 50,000
---------------- ----------------
Total assets $ 50,000 $ 50,000
================ ================
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable $ 13,213 $ 13,213
---------------- ----------------
Total current liabilities 13,213 13,213
---------------- ----------------
Commitment and contingencies
Stockholders' equity
Preferred stock, $0.01 par value; 500,000
shares authorized; 0 issued and outstanding - -
Common stock, $0.001 par value; 50,000,000
shares authorized; 11,999,057 issued and outstanding at June 30, 2008
and December 31, 2007, respectively 11,999 11,999
Additional paid-in capital 3,728,217 3,650,579
Deficit accumulated during development stage (3,703,429) (3,625,791)
---------------- ---------------
Total stockholders' equity 36,787 36,787
---------------- ----------------
Total liabilities and stockholders' equity $ 50,000 $ 50,000
================ ================
The accompanying notes are an integral part of these financial statements.
F-1
The Saint James Company
(A Development Stage Company)
Statements of Operations
(Unaudited)
Development
Stage - January 1,
Three Months Ended Six Months Ended 1999 to
June 30, June 30, June 30, June 30, June 30,
2008 2007 2008 2007 2008
------------------ ------------- -------------------------- -----------------
Sales $ - $ - $ - $ - $ -
Cost of Sales - - - - -
------------------ ------------- -------------------------- -----------------
Gross profit - - - - -
Operating expenses
Research and development - - - - -
General and administrative - - 77,638 - 254,857
------------------ ------------- -------------------------- -----------------
Total operating expenses - - 77,638 - 254,857
------------------ ------------- -------------------------- -----------------
Loss from operation - - (77,638) - (254,857)
------------------ ------------- -------------------------- -----------------
Other income (expense)
Other income - - - - 37,067
Interest expense - (170) - (341) (5,407)
------------------ ------------- -------------------------- -----------------
Total other (expense) income - (170) - (341) 31,660
------------------ ------------- -------------------------- -----------------
Losses before taxes - (170) (77,638) (341) (223,197)
Provision for taxes - - - - -
------------------ ------------- -------------------------- -----------------
Net loss $ - $ (170) $ (77,638) $ (341) $ (223,197)
================== ============= ========================== =================
Net loss per shares - basic and diluted * * * *
================== ============= ==========================
Weighted average shares outsanding
Basic and diluted 11,999,057 11,999,057 11,999,057 11,999,057
================== ============= ==========================
* Less than $(0.01) per share.
The accompanying notes are an integral part of these financial statements.
F-2
The Saint James Company
(A Development Stage Company)
Statement of Stockholders' (Deficit) Equity
For The Period of July 1, 1999 through June 30, 2008
(Unaudited)
Common Stock Deficit Accumulated
---------------------------
Shares Amount Additional PaiDuringaDevelopmeTotalage
------------- ------------ ---------------------------------------
Balance, December 31, 1998 999,057 $ 999 $3,460,568 $ (3,480,232) $ (18,665)
Net loss - - - (6,115) (6,115)
------------- ------------ ----------- ------------- -----------
Balance, December 31, 1999 999,057 999 3,460,568 (3,486,347) (24,780)
Net loss - - - (22,670) (22,670)
------------- ------------ ----------- ------------- -----------
Balance, December 31, 2000 999,057 999 3,460,568 (3,509,017) (47,450)
Net loss - - - (4,382) (4,382)
------------- ------------ ----------- ------------- -----------
Balance, December 31, 2001 999,057 999 3,460,568 (3,513,399) (51,832)
Net loss - - - (4,314) (4,314)
------------- ------------ ----------- ------------- -----------
Balance, December 31, 2002 999,057 999 3,460,568 (3,517,713) (56,146)
Capital contribution from Funet - - 27,239 - 27,239
Net loss - - - (54,644) (54,644)
------------- ------------ ----------- ------------- -----------
Balance, December 31, 2003 999,057 999 3,487,807 (3,572,357) (83,551)
Capital contribution from Funet - - 10,769 - 10,769
Net loss - - - (47,640) (47,640)
------------- ------------ ----------- ------------- -----------
Balance, December 31, 2004 999,057 999 3,498,576 (3,619,997) (120,422)
------------- ------------ ----------- ------------- -----------
Issuance of common stock for purchased assets 5,000,000 5,000 45,000 - 50,000
Issuance of common stock for purchased services 6,000,000 6,000 54,000 - 60,000
Net loss - - - (33,182) (33,182)
------------- ------------ ----------- ------------- -----------
Balance, December 31, 2005 11,999,057 11,999 3,597,576 (3,653,179) (43,604)
------------- ------------ ----------- ------------- -----------
Net loss - - - (682) (682)
------------- ------------ ----------- ------------- -----------
Balance, December 31, 2006 11,999,057 11,999 3,597,576 (3,653,861) (44,286)
------------- ------------ ----------- ------------- -----------
Forgiveness of officer debt 53,003 53,003
Net Income - - - 28,070 28,070
------------- ------------ ----------- ------------- -----------
Balance, December 31, 2007 11,999,057 11,999 3,650,579 (3,625,791) 36,787
------------- ------------ ----------- ------------- -----------
Payment of expenses by stockholders - - 77,638 - 77,638
Net loss - - - (77,638) (77,638)
------------- ------------ ----------- ------------- -----------
Balance, June 30, 2008 11,999,057 $ 11,999 $3,728,217 $ (3,703,429) $ 36,787
============= ============ =========== ============= ===========
The accompanying notes are an integral part of these financial statements.
F-3
The Saint James Company
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
Development
Stage - January 1,
Six Months Ended 1999 to
June 30, June 30, June 30,
2008 2007 2008
--------------- --------------- ----------------------
Cash flows from operating activities
Net loss $ (77,638) $ (341) $ (223,197)
Adjustments to reconcile net loss to net
cash used by operating activities:
Common stock issued for services - - 60,000
Gain on settlement of judgment - - (37,067)
Changes in operating assets and liabilities
Increase in accounts payable - - 25,616
Increase in accrued interest - 341 5,285
--------------- --------------- ----------------------
Net cash used in operating activities (77,638) - (169,363)
--------------- --------------- ----------------------
Cash flows from financing activities
Advances from related parties - - 53,003
Capital contribution from Funet - - 38,008
Additional Paid in Capital 77,638 - 77,638
--------------- --------------- ----------------------
Net cash provided by financing activities 77,638 - 168,649
--------------- --------------- ----------------------
Net decrease in cash - - (714)
Cash at beginning of period - - 714
--------------- --------------- ----------------------
Cash at end of period $ - - $ -
=============== =============== ======================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest expense $ - - $ -
=============== =============== ======================
Cash paid for income taxes $ - - $ -
=============== =============== ======================
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of 6,000,000 shares for acounts payable
valued at $60,000 $ - $ - $ 60,000
=============== =============== ======================
Issuance of 5,000,000 shares for artwork
valued at $50,000 $ - $ - $ 50,000
=============== =============== ======================
The accompanying notes are an integral part of these financial statements.
F-4
THE SAINT JAMES COMPANY
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2008 AND 2007
(Unaudited)
NOTE 1 - ORGANIZATION AND LINE OF BUSINESS
Chem-Waste Corporation was incorporated on January 10, 1984 under the laws of
the State of North Carolina. On July 19, 1984, Chem-Waste Corporation changed
its name to Radiation Disposal Systems, Inc. On October 13, 1998, The Saint
James Company (the "Company") incorporated an operating subsidiary called The
Saint James Company under the laws of the State of Delaware. On November 19,
1998 Radiation Disposal Systems, Inc. exchanged all of its outstanding shares
for equal shares in The Saint James Company. The effect of this transaction was
to change the name of the Company to The Saint James Company and to change the
Company's state of domicile from North Carolina to Delaware. The Company has
subsequently discovered that the legal paperwork to effectuate the merger was
never filed with the state of North Carolina; therefore, the Company is
currently domiciled in the state of North Carolina.
The Company re-entered the development stage on January 1, 1999 and is currently
a development stage company under the provisions of Statement of Financial
Accounting Standards ("SFAS") No. 7.
The Company does not currently have any active business operations due to
limited resources, other than holding certain artwork and it is currently
searching to find a potential purchaser or merger candidate.
Effective August 11, 2003, the Company entered into a Reorganization Agreement
with Funet Radio & Communications Corp. ("Funet") and with the majority
stockholders of Funet, a divided company formed under the laws of the Republic
of China (Taiwan). None of the stockholders of Funet were affiliates of the
Company, or affiliated with any director or officer of the Company, nor did they
have any material relationships with the Company. The Company agreed to issue
7,000,000 shares of its restricted common stock to the stockholders of Funet.
which represent approximately 87.5% of the issued and outstanding shares of the
common stock of the Company. This transaction closed on September 30, 2003 and
was subsequently rescinded. As these shares were never returned for
cancellation, the Company subsequently placed a stop order on said shares with
the intention of having these shares cancelled with a court order.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The unaudited consolidated financial statements have been prepared by The Saint
James Company (the "Company"), pursuant to the rules and regulations of the
Securities and Exchange Commission (SEC). The information furnished herein
reflects all adjustments (consisting of normal recurring accruals and
adjustments) which are, in the opinion of management, necessary to fairly
present the operating results for the respective periods. Certain information
and footnote disclosures normally present in annual financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been omitted pursuant to such rules and
regulations. These financial statements should be read in conjunction with the
audited financial statements and footnotes for the year ended December 31, 2007
included in the Company's Annual Report on Form 10-KSB. The results of the six
months ended June 30, 2008 are not necessarily indicative of the results to be
expected for the full year ending December 31, 2008.
F-5
DEVELOPMENT STAGE COMPANY
The Company has not earned any significant revenues from its limited operations.
Accordingly, the Company's activities have been accounted for as those of a
"Development Stage Enterprise" as set forth is Financial Accounting Standards
Board Statement No. 7 ("FASB 7"). Among the disclosures required by FASB 7 are
that the Company's financial statements be identified as those of a development
stage company, and that the statements of operation, stockholders' equity
(deficit) and cash flows disclose activity since the date of the Company's
inception.
GOING CONCERN AND MANAGEMENT'S PLAN
The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern. However, the Company
has no operations and has not established a source of revenue. This matter
raises substantial doubt about the Company's ability to continue as a going
concern. These financial statements do not include any adjustments relating to
the recoverability and classification of recorded asset amounts, or amounts and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.
Management intends to actively pursue merger candidates that have ongoing
operations and a source of revenue.
USES OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reporting amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the periods. Management makes these estimates using the best information
available at the time the estimates are made; however, actual results could
differ materially from these estimates.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with an original maturity of
three months or less and money market instruments to be cash equivalents.
FAIR VALUE OF FINANACIAL INSTRUMENTS
The fair value of the advances to officers/directors is not practicable to
estimate, based upon the related party nature of the underlying transactions.
COMPREHENSIVE INCOME
SFAS No. 130, Reporting Comprehensive Income, establishes standards for the
reporting and display of comprehensive income and its components in the
financial statements. During the three months ended March 31, 2008 and 2007, the
Company did not have any components of comprehensive income (loss) to report
and, accordingly, has not included a schedule of comprehensive income in the
financial statements.
F-6
INCOME TAXES
The Company accounts for income taxes in accordance with SFAS No. 109,
Accounting for Income Taxes. Deferred taxes are provided on the liability method
whereby deferred tax assets are recognized for deductible temporary differences,
and deferred tax liabilities are recognized for taxable temporary differences.
Temporary differences are the differences between the reported amounts of assets
and liabilities and their tax bases. Deferred tax assets are reduced by a
valuation allowance when, in the opinion of management, it is more likely than
not that some portion or all of the deferred tax assets will be realized.
Deferred tax assets and liabilities are adjusted for the effects of changes in
tax laws and rates on the date of enactment.
NET LOSS PER SHARE
SFAS No. 128, Earnings per Share, requires dual presentation of basic and
diluted earnings or loss per share ("EPS") for all entities with complex capital
structures and requires a reconciliation of the numerator and denominator of the
basic EPS computation to the numerator and denominator of the diluted EPS
computation. Basic EPS excludes dilution; diluted EPS reflects the potential
dilution that could occur if securities or other contracts to issue common stock
were exercised or converted into common stock or resulted in the issuance of
common stock that then shared in the earnings of the entity.
Basic loss per share is computed by dividing net loss applicable to common
shareholders by the weighted average number of common shares outstanding during
the period. Diluted loss per share reflects the potential dilution that could
occur if dilutive securities and other contracts to issue common stock were
exercised or converted into common stock or resulted in the issuance of common
stock that then shared in the earnings of the Company, unless the effect is to
reduce a loss or increase earnings per share. The Company had no potential
common stock instruments which would result in a diluted loss per share.
Therefore, diluted loss per share is equivalent to basic loss per share.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements"
("SFAS No. 157"). SFAS No. 157 defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles ("GAAP"), and
expands disclosures about fair value measurements. This statement applies under
other accounting pronouncements that require or permit fair value measurement
where the FASB has previously determined that under those pronouncements fair
value is the appropriate measurement. This statement does not require any new
fair value measurements but may require companies to change current practice.
This statement is effective for those fiscal years beginning after November 15,
2007 and to the interim periods within those fiscal years. We believe that SFAS
No. 157 should not have a material impact on our financial position or results
of operations
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities". This Statement permits entities to
choose to measure many financial assets and financial liabilities at fair value.
Unrealized gains and losses on items for which the fair value option has been
elected are reported in earnings. SFAS No. 159 is effective for fiscal years
beginning after November 15, 2007. Management is currently evaluating the effect
of this pronouncement on the consolidated financial statements.
F-7
In June 2007, the FASB issued FASB Staff Position No. EITF 07-3, "Accounting for
Nonrefundable Advance Payments for Goods or Services Received for use in Future
Research and Development Activities" ("FSP EITF 07-3"), which addresses whether
nonrefundable advance payments for goods or services that used or rendered for
research and development activities should be expensed when the advance payment
is made or when the research and development activity has been performed.
Management is currently evaluating the effect of this pronouncement on the
consolidated financial statements.
In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in
Consolidated Financial Statements", which is an amendment of Accounting Research
Bulletin ("ARB") No. 51. This statement clarifies that a noncontrolling interest
in a subsidiary is an ownership interest in the consolidated entity that should
be reported as equity in the consolidated financial statements. This statement
changes the way the consolidated income statement is presented, thus requiring
consolidated net income to be reported at amounts that include the amounts
attributable to both parent and the noncontrolling interest. This statement is
effective for the fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Based on current conditions, the
Company does not expect the adoption of SFAS 160 to have a significant impact on
its results of operations or financial position. Management is currently
evaluating the impact of FASB 160 on the consolidated financial statements.
In December 2007, the FASB issued FASB 141R, Business Combinations ("FASB
141R"). Under FASB 141R, an entity is required to recognize the assets acquired,
liabilities assumed, contractual contingencies and contingent consideration
measured at their fair value at the acquisition date for any business
combination consummated after the effective date. It further requires that
acquisition-related costs are to be recognized separately from the acquisition
and expensed as incurred. This statement is effective for financial statements
issued for fiscal years beginning after December 15, 2008. Accordingly, we will
adopt FASB 141R effective January 1, 2009.
In March 2008, the FASB issued SFAS No. 161 " Disclosures about Derivative
Instruments and Hedging Activities". SFAS No. 161 requires additional disclosure
related to derivatives instruments and hedging activities. The provisions of
SFAS No. 161 are effective as of January 1, 2008 and the Company is currently
evaluating the impact of adoption.
NOTE 3 - RELATED PARTY TRANSACTIONS
During the six months ended June 30, 2008, certain stockholders of the Company
paid outstanding accounts payables on behalf of the Company totaling $77,638.
This amount has been treated as a capital contribution and accounted for in
additional paid-in capital.
NOTE 4 - ARTWORK
In December 2005, the Company entered into a purchase agreement with The Saint
James Collection, LLC and purchased Limited Edition Cell Art Collection or
Sericels for 5,000,000 shares of the common stock The Saint James Company. The
5,000,000 shares of common stock were valued at $0.01 per share for a total
value of $50,000.
F-8
NOTE 5 -STOCKHOLDER'S DEFICIT
During the six months ended June 30, 2008, the Company did not issue any shares
of its common stock.
During the six months ended June 30, 2008, certain stockholders of the Company
paid outstanding accounts payables on behalf of the Company totaling $77,638.
This amount has been treated as a capital contribution and accounted for in
additional paid-in capital.
F-9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with our unaudited
financial statements and notes thereto included herein. In connection with, and
because we desire to take advantage of, the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange Commission. Forward-looking
statements are statements not based on historical information and which relate
to future operations, strategies, financial results or other developments.
Forward looking statements are necessarily based upon estimates and assumptions
that are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond our control and many
of which, with respect to future business decisions, are subject to change.
These uncertainties and contingencies can affect actual results and could cause
actual results to differ materially from those expressed in any forward looking
statements made by, or on our behalf. We disclaim any obligation to update
forward-looking statements.
The independent registered public accounting firm's report on the Company's
financial statements as of December 31, 2007, and for each of the years in the
two-year period then ended, includes a "going concern" explanatory paragraph,
that describes substantial doubt about the Company's ability to continue as a
going concern. Management's plans in regard to the factors prompting the
explanatory paragraph are discussed below and also in Note 2 to the unaudited
quarterly financial statements.
OVERVIEW
On December 15, 2005, we entered into a purchase agreement with The Saint James
Collection, LLC and purchased Limited Edition Animation Art Cell Collection or
Sericells for 5,000,000 shares of the common stock of The Saint James Company.
The 5,000,000 shares of common stock were valued at $0.01 per share for a total
value of $50,000.
The St. James Company Ninja Turtles Animation Collection (also referred to as
"Dino Cells") consists of a number of production Cels, pencil drawings, hand
painted backgrounds and hand-painted pan backgrounds.
We intend on marketing the Sericells, which would include providing limited
numbers of original Animation Cell Art to collectors through some select retail
venues and by working closely with some charities that can sell original or
reproduction art as a fund raiser to the public or through school systems in
most states. The Company intends to establish a relationship with distributors
to sell art.
Due to our limited resources, we have not been able to aggressively pursue their
business objectives and will be better positioned once we are quoted and traded
on the OTC BB, wherein said listing may facilitate financing opportunities
during the next twelve months.
We anticipate potentially hiring one or two marketing sales representatives to
deal directly with distributors of art work and or greeting card companies.
We have assets of $50,000. We incurred a net loss of $77,979 during the six
months ended June 30, 2008. Currently, management does not anticipate any
circumstances in which we will produce revenues or acquire assets. Management is
seeking a potential merger candidate or purchaser for us to minimize the
shareholders' loss.
RESULTS OF OPERATIONS
For the Three Months Ended June 30, 2008 compared to the Three Months Ended June
30, 2007
During the three months ended June 30, 2008 and 2007, we did not recognize any
revenues from our business activities.
During the three months ended June 30, 2008 and 2007, we did not incur any
operational losses due to the fact that we did not incur any expenses in
connection with our operational activities.
During the three months ended June 30, 2008, we did not recognize a net loss or
net income compared to a net loss of $170 during the three months ended June 30,
2008. The decrease of $170 in net losses for the three months ended June 30,
2008 and 2007, due to the lack of operational expenses during the period and the
decrease of $170 in interest expense.
For the Six Months Ended June 30, 2008 compared to the Six Months Ended June 30,
2007
During the six months ended June 30, 2008 and 2007, we did not recognize any
revenues from our business activities.
During the six months ended June 30, 2008, we incurred $77,638 in general and
administrative expenses compared to none during the six months ended June 30,
2007. The increase of $77,638 was a result of our increased operational
activities, which included the performance of our 2007 audit and the filing of
our annual report.
During the six months ended June 30, 2008, we recognized a net loss of $77,638
compared to a net loss of $341 during the six months ended March 31, 2008. The
increase of $77,297 was a result of the $77,638 increase in general and
administrative expenses discussed above, offset by the 341 decrease in interest
expense.
FINANCIAL CONDITION AND LIQUIDITY
For the six months ended June 30, 2008, we held no cash or cash equivalents. We
had assets of $50,000, consisting of the artwork acquired in 2006. We had total
liabilities of $13,213, all current. Net cash used by operating activities
during the six months ended June 30, 2008 was $77,638. During the six months
ended June 30, 2008, the net cash provided represented net loss of $77,638,
which was not adjusted for any non-cash items. During the six months ended June
30, 2007, we neither used or were provided cash through our operating
activities.
During the six months ended June 30, 2008 and 2007, we did not have cash flows
from our investing activities.
During the six months ended June 30, 2008, we received funds of $77,638 from our
financing activities. During the six months ended March 31, 2007, we did not
receive or use funds in our financing activities.
During the six months ended June 30, 2008, certain of our stockholders paid for
the professional fees that were incurred by us in connection with our activities
during the six months ended June 30, 2008. These fees, legal and accounting,
totaled $77,638. These payments have been treated as a capital contribution and
accounted for in additional paid-in-capital. We remain dependent on raising
additional equity and, or, debt to fund any negotiated settlements with our
outstanding creditors and meet our ongoing operating expenses. There is no
assurance that we will be able to raise the necessary equity and, or, debt that
we will need to be able to negotiate acceptable settlements with our outstanding
creditors or fund our ongoing operating expenses. There can be no assurances
that we will be able to raise such funds.
ITEM 3. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not Applicable
ITEM 4. CONTROLS AND PROCEDURES
Disclosures Controls and Procedures
We have adopted and maintain disclosure controls and procedures (as such term is
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended (the "Exchange Act")) that are designed to ensure that
information required to be disclosed in our reports under the Exchange Act, is
recorded, processed, summarized and reported within the time periods required
under the SEC's rules and forms and that the information is gathered and
communicated to our management, including our Chief Executive Officer (Principal
Executive Officer) and Chief Financial Officer (Principal Financial Officer), as
appropriate, to allow for timely decisions regarding required disclosure.
As required by SEC Rule 15d-15(b), we carried out an evaluation under the
supervision and with the participation of our management, including the Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures pursuant to
Exchange Act Rule 15d-14 as of the end of the period covered by this report.
Based on the foregoing, our Chief Executive Officer and Chief Financial Officer
have concluded that our disclosure controls and procedures are effective in
timely alerting them to material information required to be included in our
periodic SEC filings and to ensure that information required to be disclosed in
our periodic SEC filings is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, to allow
timely decisions regarding required disclosure.
ITEM 4T. CONTROLS AND PROCEDURES
Management's Quarterly Report on Internal Control over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting for the company in accordance with as defined
in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control
over financial reporting is designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles. Our internal control over financial reporting includes
those policies and procedures that:
(i) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of our assets; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of our management and directors; and
(iii) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. Management's assessment of the
effectiveness of the registrant's internal control over financial reporting is
as of the quarter ended June 30, 2008. We believe that internal control over
financial reporting is effective. We have not identified any, current material
weaknesses considering the nature and extent of our current operations and any
risks or errors in financial reporting under current operations.
There was no change in our internal control over financial reporting that
occurred during the fiscal quarter ended June 30, 2008 that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
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.
ITEM 2. CHANGE IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
Exhibits. The following is a complete list of exhibits filed as part of this
Form 10-Q. Exhibit numbers correspond to the numbers
in the Exhibit Table of Item 601 of Regulation S-K.
Exhibit 31.1 Certification of Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act
Exhibit 32.1 Certification of Principal Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
THE SAINT JAMES COMPANY
August 13, 2008 By: /s/ Bruce Anthony Cosgrove
--------------------------------
Bruce Anthony Cosgrove, President,
CEO & Principal Accounting Officer