UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): |X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q
|_| Form 10-D |_| Form N-SAR |_| Form N-CSR
For Period Ended: December 31, 2009
|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART 1 - REGISTRANT INFORMATION
THE SAINT JAMES COMPANY
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Full Name of Registrant
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Former Name if Applicable
520 Broadway, Suite 350,
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Address of Principal Executive Office (Street and Number)
Santa Monica, California 90401
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City, State and Zip Code
PART II - RULES 12B-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
|(a) The reasons described in reasonable detail in Part III of this form
| could not be eliminated without unreasonable effort or expense;
|(b) The subject annual report, semi-annual report, transition report on
| Form 10-K, Form 20-F, 11-K, N-SAR, or Form N-CSR, or portion
| thereof, will be filed on or before the fifteenth calendar day
|_| | following the prescribed due date; or the subject quarterly report
| on Form 10-Q or subject distribution report on Form 10-D, or portion
| thereof will be filed on or before the fifth calendar day following
| the prescribed due date; and
|(c) The accountant's statement or other exhibit required by Rule
| 12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
10-D, N-SAR, and N-CSR, or the transition report or portion thereof could not be
filed within the prescribed period. (Attach extra sheets if needed)
As previously advised in the Company's 8-K filing of November 9, 2009, on
November 3, 2009, The Saint James Company acquired the membership interests of
Sapphire Wines, LLC and Emerald Wines, LLC from Saphire Advisors. As a result of
a dispute between the Company and the Managing Member of the entities acquired
over certain aspects of the acquisition, the previous owner has refused to
release Books and Records that are essential to the completion of the 2009 audit
and hence the filing of the Company's 10-K. The Company has made several
attempts to settle the dispute, but has not been successful in securing the
cooperation of the previous owner.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Richard Hurst (203) 350-3478
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports(S) been filed? If
the answer is no, identify report(s). Yes |X| No |_|
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion
thereof? Yes |X| No |_|
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
The acquisition referenced in the PART III narrative above transformed the
Company from a shell company to a fully operating entity, significantly
changing all aspects of its financial statements. As the acquisition
occurred in the last quarter of 2009, the subsequent 10-K and 10-Q filings
represent the first opportunity to reflect the financial results of the
new entity. By way of example, the revenue of the acquired business in
2009 was in excess of $16 million, and total assets exceed $39 million,
compared to no or negligible revenue and assets in the shell company.
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THE SAINT JAMES COMPANY
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: April 1, 2010 By: /s/ Richard Hurst
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