10-K/A 1 v158985_10ka.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB/A (Mark one) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2007 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 0-13738 THE SAINT JAMES COMPANY (Exact Name of Registrant as Specified in its charter) North Carolina 56-1426581 -------------- ---------- (State of Incorporation) (I.R.S. Employer Identification No.) 4505 Las Virgenes Road, Suite 210 Calabasas, CA 91302 (310) 739-5696 -------------------- (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, $0.001 par value. Check whether the issuer: (1) Filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 such filing requirements for the past 90 days. Yes [X] No [ ] Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [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 [ ] State issuer's revenues for its most recent fiscal year: $0. The aggregate market value of the voting stock held by non-affiliates computed by reference to the average bid and asked prices of such stock on March 14, 2008 was $0. The Company's stock does not trade on any public market at this time. On March 14, 2008, the Registrant had 11,999,057 shares of its common stock issued and outstanding. Of the 11,999,057 shares issued and outstanding, 11,586,046 shares are held by non-affiliates. The Registrant's common stock does not trade on any public markets at this time. Transitional Small Business Disclosure Format (check one): Yes [ ] No [X].

FORWARD-LOOKING STATEMENTS In addition to historical information, some of the information presented in this Annual Report on Form 10-KSB contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). Although The Saint James Company ("Saint James" or the "Company", which may also be referred to as "we", "us" or "our") believes that its expectations are based on reasonable assumptions within the bounds of its knowledge of its business and operations: there can be no assurance that actual results will not differ materially from our expectations. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated, including but not limited to, our ability to reach satisfactorily negotiated settlements with our outstanding creditors, vigorously defend against any further appeal that may be made against our currently successful defense of the law suit brought against us by certain of our shareholders, bring our financial records and SEC filings up to date, achieve a listing on the over the counter bulletin board, raise debt and, or, equity to fund negotiated settlements with our creditors and to meet our ongoing operating expenses and merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. Cautionary statements regarding the risks, uncertainties and other factors associated with these forward-looking statements are discussed under "Risk Factors" in this Form 10-KSB. You are urged to carefully consider these factors, as well as other information contained in this Form 10-KSB and in our other periodic reports and documents filed with the SEC. ITEM 1. DESCRIPTION OF BUSINESS. Chem-Waste Corporation (the "Company," "we," or "us") 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. From 1984 through 1998, the Company designed, manufactured, sold and serviced equipment and systems for the treatment of contaminated insoluble organic materials. However, due to heavy competition in the industry, that aspect of the Company's business operations ceased in 1998. On November 19, 1998 Radiation Disposal Systems, Inc. exchanged all of its outstanding shares for an equivalent number of shares in The Saint James Company, an entity that had been incorporated in Delaware on October 13, 1998. In connection with that transaction, we changed our name to The Saint James Company. From 1984 through 1998, the Company designed, manufactured, sold and serviced equipment and systems for the treatment of contaminated insoluble organic materials. However, due to heavy competition in the industry, management decided to cease the Company's business operations in 1998. In 2007, we changed our name to The Saint James Company. The Company does not currently have active business operations, other than holding certain artwork and it is currently searching to find a potential purchaser or merger candidate On December 15, 2005, the Company made the acquisition of Animation Cell Art work from The Saint James Collection, LLC., a Nevada Corporation, with a view to marketing and licensing the cells. Due to limited resources, the Company has not been able to aggressively pursue its marketing objectives in connection with the artwork. None of the stockholders of The Saint James Collection, LLC. 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 issued 5,000,000 shares of its restricted common stock to the stockholders of The Saint James Collection, LLC., which represent approximately 41% of the issued and outstanding shares of the common stock of the Company at the time. The artwork has a value of $50,000, which was based upon 5,000,000 shares of common stock issued at a value $0.01 per share (par value). 1 The animation cell artwork that the Company acquired is collectively called, The St. James Company Ninja Turtles Animation Collection ("the Ninja Turtles Animation Collection"). The Ninja Turtles Animation Collections consists of a number of production Cels, pencil drawings, hand painted backgrounds and hand painted pan backgrounds of Ninja Turtles The Company intends to focus its business operations on the marketing and sale of animation cell art. The Company intends to establish relationships with different distributors to sell the art. The Company will initially penetrate the market through two avenues. The first includes providing limited numbers of original Animation Cell Art to collectors through select retail venues. The second avenue is to work closely with charitable organizations, who would sell the original or reproduction art to the public or through school systems, in most states, as part of their fundraising efforts. By creating relationships with sales organizations, we believe we will be capable of selling products to retailers and the general public through existing marketing channels, providing us with access to vendors with every major retail chain outlet in America, Canada, and most of Europe and Asia. The animation cell artwork that the Company acquired is collectively called, The St. James Company Ninja Turtles Animation Collection ("the Ninja Turtles Animation Collection"). The Ninja Turtles Animation Collections consists of a number of production Cels, pencil drawings, hand painted backgrounds and hand painted pan backgrounds of Ninja Turtles The St. James Company Ninja Turtles Animation Collection consists of a number of production Cels, pencil drawings, hand painted backgrounds and hand painted pan backgrounds. The St. James Company Cel Art Collection consists of the following: Ninja Turtles Animation Collection (Dino Cells) PRODUCT: Original Production Cels, QUANTITY: 23,719 PRODUCT: Packaged Cels, QUANTITY: 18,680 PRODUCT: Pencil Drawings, QUANTITY: 33,266 PRODUCT: Painted Backgrounds, QUANTITY: 1,121 Animation Industry Animation has historically been known as the principal medium of entertainment for children. Originally, animation was primarily targeted at a television audience consisting mainly of children. The production of animation has typically involved developing a range of specific characters suitable to a story line, then developing visual effects through the enactment of characters to the story plot, using individually photographed Cels. The individual Cels are hand produced on clear Celluloid film over a hand painted background, one scene at a time. 2 RISK FACTORS WE HAVE INCURRED SIGNIFICANT LOSSES AND ANTICIPATE FUTURE LOSSES At December 31, 2007, we had an accumulated deficit of $3,625,79 1and stockholders' equity of $36,787. Future losses are likely to occur as we have no sources of income to meet our operating expenses. As a result of these, among other factors, we received a report on our consolidated financial statements for the year ended December 31, 2007 from our independent accountants that include an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern. Consistent with our business plan, we plan on reaching satisfactory negotiated settlements with our outstanding creditors, vigorously defending against any further appeal that may be made against our currently successful defense of the lawsuit brought against us by certain of our shareholders, raising additional debt and/or equity to fund settlements with our creditors and to meet our ongoing operating expenses and attempting to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There can be no assurance that this series of events will be successfully completed. No assurances can be given that we will be successful in acquiring operations, generating revenues or reaching or maintaining profitable operations. OUR EXISTING FINANCIAL RESOURCES ARE INSUFFICIENT TO MEET OUR ONGOING OPERATING EXPENSES We have no sources of income at this time and no existing cash balances that are adequate to meet our ongoing operating expenses. In the short term, unless we are able to raise additional debt and/or, equity we shall be unable to meet our ongoing operating expenses. On a longer term basis, we plan to acquire an entity with experienced management and the opportunities for growth in exchange for shares of our common stock and are dependent on achieving a successful merger with a profitable company. No assurances can be given that we will be successful in acquiring operations, generating revenues or reaching or maintaining profitable operations. OUR DIRECTORS MAY HAVE CONFLICTS OF INTEREST WHICH MAY NOT BE RESOLVED FAVORABLY TO US. Certain conflicts of interest may exist between our directors and us. Our Directors have other business interests to which they devote their attention, and may be expected to continue to do so although management time should be devoted to our business. As a result, conflicts of interest may arise that can be resolved only through exercise of such judgment as is consistent with fiduciary duties to us. See "Directors, Executive Officers, Promoters and Control Persons" and "Conflicts of Interest." THE REGULATION OF PENNY STOCKS BY SEC AND NASD MAY HAVE AN EFFECT ON THE TRADABILITY OF OUR SECURITIES. Our securities are currently listed on the Pink Sheets and we are currently seeking to have them listed on the over the counter bulletin board. Our shares are subject to a Securities and Exchange Commission rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited investors. For purposes of the rule, the phrase "accredited investors" means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 or having an annual income that exceeds $200,000 (or that, when combined with a spouse's income, exceeds $300,000). For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser's written agreement to the transaction prior to the sale. Consequently, the rule may affect the ability of broker-dealers to sell our securities and also may affect the ability of purchasers in this offering to sell their securities in any market that might develop therefore. 3 In addition, the Securities and Exchange Commission has adopted a number of rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange Act of 1934, as amended. Because our securities constitute "penny stocks" within the meaning of the rules, the rules would apply to us and to our securities. The rules may further affect the ability of owners of Shares to sell our securities in any market that might develop for them. Shareholders should be aware that, according to Securities and Exchange Commission, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) "boiler room" practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. OUR STOCK WILL IN ALL LIKELIHOOD BE THINLY TRADED AND AS A RESULT YOU MAY BE UNABLE TO SELL AT OR NEAR ASK PRICES OR AT ALL IF YOU NEED TO LIQUIDATE YOUR SHARES. The shares of our common stock may be thinly-traded on the OTC Bulletin Board, meaning that the number of persons interested in purchasing our shares of common stock at or near ask prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven, early stage company such as ours or purchase or recommend the purchase of our shares of common stock until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares of common stock is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on Securities price. We cannot give you any assurance that a broader or more active public trading market for our shares of Common Stock will develop or be sustained, or that any trading levels will be sustained. Due to these conditions, we can give investors no assurance that they will be able to sell their shares of common stock at or near ask prices or at all if you need money or otherwise desire to liquidate your shares of common stock of our Company. 4 RULE 144 SALES IN THE FUTURE MAY HAVE A DEPRESSIVE EFFECT ON OUR STOCK PRICE. All of the outstanding shares of common stock held by our present officers, directors, and affiliate stockholders are "restricted securities" within the meaning of Rule 144 under the Securities Act of 1933, as amended. As restricted Shares, these Shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws. Rule 144 provides in essence that a person who has held restricted securities for 6 months may, under certain conditions, sell restricted securities without any volume limitations. A sale under Rule 144 or under any other exemption from the Act, may have a depressive effect upon the price of the common stock in any market that may develop. THE PRICE OF OUR COMMON STOCK COULD BE HIGHLY VOLATILE Our intention is for our shares of common stock to become quoted on the Over the Counter Bulletin Board. If our shares are quoted, on the over the counter bulletin board, it is likely that our common stock will be subject to price volatility, low volumes of trades and large spreads in bid and ask prices quoted by market makers. Due to the low volume of shares traded on any trading day, persons buying or selling in relatively small quantities may easily influence prices of our common stock. This low volume of trades could also cause the price of our stock to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our common stock may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. If high spreads between the bid and ask prices of our common stock exist at the time of a purchase, the stock would have to appreciate substantially on a relative percentage basis for an investor to recoup their investment. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our common stock. No assurance can be given that an active market in our common stock will develop or be sustained. If an active market does not develop, holders of our common stock may be unable to readily sell the shares they hold or may not be able to sell their shares at all. WE DO NOT ANTICIPATE PAYING CASH DIVIDENDS ON OUR COMMON STOCK We do not anticipate paying any cash dividends on our common stock in the foreseeable future. EMPLOYEES Bruce Anthony Cosgrove is the President and CEO as of November 2006; Wayne Gronquist, Esq. is the Secretary of the Company, Mr. Hamilton is a Director of the Company and was appointed at the November 6, 2006 Board of Director Meeting. Neither Mr. Gronquist, Mr. Cosgrove nor Mr. Hamilton do not currently receive compensation for serving as an officer of the Company or otherwise. The Company does not have any employees. ITEM 2. PROPERTIES The Company does not own or lease any property. 5 ITEM 3. LEGAL PROCEEDINGS There are no material pending legal proceedings to which the Company or any of its officers and directors are a party or of which any of the Company's property is the subject. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted by us to a vote of our security holders during the years ended December 31, 2007 and 2006 or subsequent to that date. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED Market Information The Company's common stock does not currently trade on the over-the-counter market or any national exchange. Due to the lack of trading, no bid or asked closing prices per share for the Company's common stock for the quarterly periods in 2007 or 2006 is available. On December 31, 2007, the Company had 1,064 shareholders of record. Stockholder Matters Penny Stock Regulation Broker-dealer practices in connection with transactions in "penny stocks" are regulated by certain penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00. Excluded from the penny stock designation are securities registered on certain national securities exchanges or quoted on NASDAQ, provided that current price and volume information with respect to transactions in such securities is provided by the exchange/system or sold to established customers or accredited investors. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in connection with the transaction, and the monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. As our securities have become subject to the penny stock rules, investors may find it more difficult to sell their securities. 6 Dividends Our board of directors determines any payment of dividends. We have not paid any cash dividends on our common stock in the past, and we do not anticipate paying any dividends in the foreseeable future. Earnings, if any, are expected to be retained to fund our future operations. There can be no assurance that we will pay dividends at any time in the future. Recent Sales of Unregistered Securities We did not sell or issue any shares of common stock during the year ended December 31, 2007. ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with the consolidated financial statements and notes thereto and the other financial information included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward looking statements as a result of any number of factors, including those set forth under "Risk Factors" on page -- and elsewhere in this report. 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 (the quantity of which is listed in Item 9). 7 The Company intends on marketing this genre 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 the Company's limited resources, the Company has not been able to aggressively pursue their business objectives and will be better positioned once the Company is quoted and traded on the OTC BB, wherein said listing may facilitate financing opportunities during the next twelve months. The Company anticipates potentially hiring one or two marketing sales representatives to deal directly with distributors of art work and or greeting card companies. PLAN OF OPERATIONS On December 15, 2005, the Company 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 Saint James Company. The 5,000,000 shares were valued at $0.01 per share. The Company has assets of $50,000. The Company has a net income of $28,070 for the year ended December 31, 2007 and a net loss of $682 for 2006. Currently, management does not anticipate any circumstances in which the Company will produce revenues or acquire assets. Management is seeking a potential merger candidate or purchaser for the Company to minimize the shareholders' loss. RESULTS OF OPERATIONS During the years ended December 31, 2007 and 2006, the Company did not recognize any revenues. During the years ended December 31, 2007 and 2006, the Company did not incur any general and administrative expenses. This was due to the Company's cessation of operations. During the year ended December 31, 2007, the Company recognized a gain of $28,582 in connection with the settlement of a $5,894 judgment and the release of debt consisting of accounts payable and accrued interest totaling $22,688. During the year ended December 31, 2007, the Company recognized net income of $28,070 compared to a net loss of $682 in the year ended December 31, 2007. The increase of $28,752 is primarily a result of the gain of $28,582, discussed above. FINANCIAL CONDITION AND LIQUIDITY At December 31, 2007, the Company had no cash or cash equivalents. The Company had assets of $50,000, consisting of the artwork acquired in 2006. The Company had liabilities of $13,213, all current. During the year ended December 31, 2007, the Company did not use or receive funds through either its investing or financing activities. 8 During the year ended December 31, 2007, the Company was released from debt consisting of $12,403 in accounts payable, accrued interest of $10,285 and an accrued judgment of $5,894. In connection with the releases, we recognized a gain of $28,582. During the year ended December 31, 2007, officers of the Company, who had made advances of $53,003 to the Company, released us from our obligation to repay this debt. This release of debt has 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 CRITICAL ACCOUNTING POLICIES The Plan of Operations discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. When we prepare these financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. On an on-going basis, we evaluate our estimates and judgments, including those related to accrued judgments and other liabilities. We base our estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for our judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. ITEM 7. FINANCIAL STATEMENTS See financial statements. ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. Item 8A(T). Controls and Procedures. Disclosure Controls and Procedures Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, has evaluated the effectiveness of our 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"), as of December 31, 2007. Based on this evaluation, and except as described in Management's Report on Internal Control Over Financial Reporting, our Principal Executive Officer and our Principal Financial Officer concluded, that our disclosure controls and procedures were effective, at the reasonable assurance level, during the period and as of the end of the period covered by this Annual Report to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission rules and forms and that such information is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosures. 9 Our management, including our Principal Executive Officer and Principal Financial Officer, does not expect that our disclosure controls or procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the control system are met. Further, the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within us have been detected. 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 Report on Internal Control Over Financial Reporting Our internal controls over financial reporting are designed by, or under the supervision of our Principal Executive Officer and Principal Financial Officer or persons performing similar functions, and effected by our board of directors, management, and other personnel, 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: o Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; o Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and o Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition or disposition of our assets that could have a material effect on the financial statements. Our management has evaluated the effectiveness of our internal control over financial reporting as of December 31, 2008, based on the control criteria established in a report entitled Internal Control -- Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that our internal control over financial reporting was deficient as of December 31, 2007, in that we did not maintain effective controls to ensure there was adequate analysis, documentation, reconciliation, and review of supporting data as it related to the recordation of payments by related parties of expenses that had been incurred on our behalf. This control deficiency contributed to the individual material weaknesses described below: (a) Due in large part to our financial status and lack of meaningful operations during our 2007 fiscal year, we did not have qualified financial reporting personnel with sufficient depth, skills, and experience to ensure adequate analysis, documentation, reconciliation, and review of supporting data as it related to the recordation of payments by related parties of expenses that had been incurred on our behalf. (b) We did not maintain effective controls to ensure adequate analysis, documentation, reconciliation, and review of supporting data as it related to the recordation of payments by related parties of expenses that had been incurred on our behalf. (c) We did not have adequate controls in place to identify the existence of any non-recurring third-party payments such that proper accounting could be determined on a timely basis. The control deficiency and material weaknesses noted above resulted in a restatement of our 2007 financial statements - specifically, an increase in our net loss for that fiscal year of $61,373 and a corresponding increase in the deficit accumulated during our current development stage to $3,687,164. Accordingly, management has now determined that each of the control deficiencies described above constituted a material weakness. As of December 31, 2007, the control deficiencies discussed above constituted material weaknesses in our internal control over financial reporting. To the extent reasonably possible in accordance with our financial condition and minimal business operations in our 2008 fiscal year, we accepted the resignation of our principal accounting officer and chief financial officer in September of 2008, more than six months after the smaller of the events discussed above. To the extent reasonably possible in accordance with our financial condition and expected future business operations in our 2009 fiscal year, we replaced our chief executive officer and our principal accounting / chief financial officer. Through these steps, we believe we addressed the deficiencies that affected our internal control over financial reporting as of December 31, 2007. This report on internal control over financial reporting included in this amended Annual Report was not included in the original filing of our Annual Report on Form 10-KSB; however, subject to the deficiencies noted above, our referenced disclosure controls and procedures were effective at the time of the original filing, notwithstanding that omission. Changes in Internal Control over Financial Reporting There has been no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act during either the fiscal year ended December 31, 2007, or the fourth quarter of such fiscal year, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management's report in this Annual Report. 10 ITEM 8B Other Information None. PART III ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY All Directors are elected each year by the shareholders of the Company's at its annual meeting normally held in November. Each Director holds office until his death, resignation, retirement, removal disqualification, or until his successor is elected and qualified. The Officer and Directors of the Company, as of December 31, 2007, are as follows:

Bruce Anthony Cosgrove. Mr. Cosgrove has been with the Company for 4 years and was appointed President, CEO, at the November 06, 2006 Board of Directors Meeting. Mr. Cosgrove has spent twenty years as an Investment Banker and eight years as a Research Chemist. He has a Bachelor of Science and a Master of Science in Chemistry and studies towards his Doctorate in Chemistry from Simon University in Canada. Wayne Gronquist. Mr. Gronquist has been our President and Secretary and a director of the Company since 1998. He is an attorney in private practice in Austin Texas with 26 years experience as corporate counsel and advisor for various privately held corporations. The operation of his law practice is Mr. Gronquist principal occupation. Mr. Gronquist has not held an office or served on the Board of Directors of any other corporation, besides his personal law practice, prior to his service for the Company and The Saint James Company. Mr. Stuart Douglas Hamilton. Mr. Hamilton has been a director of the Company since November 6, 2006. For the proceeding two years, he has also been employed by BC Bearings Engineers Ltd., as an Oil Services Manager and for the immediately preceeding five years, he was employed by HYDAC Canada, as its Western Canadian Manager. Code of Ethics Due to the limited scope of our current operations, we have not adopted a corporate code of ethics that applies to our principal executive officer, principal accounting officer, or persons performing similar functions. 11 Changes in Director Nomination There have been no material changes to the procedures by which shareholders may recommend nominees to our board of directors. Audit Committee Financial Expert All members of our board of directors perform the responsibilities of the audit committee, providing oversight of our accounting functions and internal controls. Our board of directors has not designated a Financial Expert, as defined by the SEC, due to factors including but not limited to our operational status and the limited number of transactions, accounts and balances that we maintain. Our board of directors has determined that it is not in our best interests at this time to incur the costs associated with identifying and designating a Financial Expert. ITEM 10. EXECUTIVE COMPENSATION The following table sets forth certain information concerning compensation paid by the Company to the President and the Company's two most highly compensated executive officers for the fiscal year ended December 31, 2007 and 2006 (the "Named Executive Officers"):

EMPLOYMENT AND CONSULTING AGREEMENTS There were no employment contracts or consulting agreements with our directors or officers during the year ended December 31, 2007. 12 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END The following table sets forth certain information concerning outstanding equity awards held by the President and Chief Executive Officer (CEO) the fiscal year ended December 31, 2007 (the "Named Executive Officers"):

DIRECTOR COMPENSATION The following table sets forth certain information concerning compensation paid to our directors for services as directors, but not including compensation for services as officers reported in the "Summary Executives Compensation Table" during the year ended December 31, 2007:

All of our officers and/or directors will continue to be active in other companies. All officers and directors have retained the right to conduct their own independent business interests. It is possible that situations may arise in the future where the personal interests of the officers and directors may conflict with our interests. Such conflicts could include determining what portion of their working time will be spent on our business and what portion on other business interest. To the best ability and in the best judgment of our officers and directors, any conflicts of interest between us and the personal interests of our officers and directors will be resolved in a fair manner which will protect our interests. Any transactions between us and entities affiliated with our officers and directors will be on terms which are fair and equitable to us. Our Board of Directors intends to continually review all corporate opportunities to further attempt to safeguard against conflicts of interest between their business interests and our interests. 13 Directors receive no compensation for serving. Mr. Gronquist serves on the Board of Directors and as an officer of the Company and The Saint James Company at the request of First Dominion, a previous majority owner of the outstanding Company shares. First Dominion is a client of Mr. Gronquist law firm. Mr. Gronquist received $0 from First Dominion for work performed in 2007. The work performed for First Dominion is unrelated to the business of the Company. Mr. Gronquist does not receive any compensation for acting as the Trustee for First Dominion's the Company shares ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth as of December 31, 2007, 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 five percent (5%) of such stock, (ii) each Director of the Company and (iii) each Executive Officer.

15 (1) Based on 11,999,057 shares of common stock issued and outstanding on December 31, 2007. ITEM 12. CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS Mr. Gronquist serves on the Board of Directors and as the Secretary of the Company and The Saint James Company at the request of First Dominion, a former 25.59% owner of the outstanding the Company shares. First Dominion is a client of Mr. Gronquist's law firm, Wayne Gronquist, P.C. Mr. Gronquist received $0 from First Dominion for work performed in 2002. The work performed for First Dominion is unrelated to the business of the Company. Mr. Gronquist charges his regular hourly rate for all work performed for First Dominion. Mr. Gronquist does not receive any compensation for acting as the Trustee for First Dominion's the Company shares. PART IV ITEM 13. EXHIBITS. Exhibits. The following is a complete list of exhibits filed as part of this Form 10-KSB. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-B. Exhibit Description of Exhibit ------- -------------------------------------------------------------------- 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The aggregate fees billed and expected to be billed by Larry O'Donnell, CPA, our independent registered public accounting firm, at the time, for professional services in the fiscal years ended December 31, 2007 and 2006 are as follows:

Our current independent registered public accounting firm, Larry O'Donnell, CPA was engaged in 2007 to perform the audit for the year ended December 31, 2006. 16

17 Larry O'Donnell, CPA, P.C. Telephone (303) 745-4545 2228 South Fraser Street Fax(303)369-9384 Unit I E-mail larryodonnellcpa@msn.com Aurora, Colorado 80014 www.larryodonnellcpa.com REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors The Saint James Company I have audited the accompanying balance sheet of The Saint James Company as of December 31, 2007, and the related statements of operations, changes in stockholders' deficit and cash flows for each of the years in the two-year period ended and for the period January 1, 1999 (inception) to December 31, 2007. 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 audits. I conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 audits provide 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 as of December 31, 2007, and the results of its operations and its cash flows for the years then ended and for the period from January 1, 1999 to December 31, 2007, in conformity with generally accepted accounting principles in the United States of America. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company' is in the development state and has not commenced operations. Its ability to continue as a going concern is dependent upon its ability to develop additional sources of capital, locate and complete a merger with another company and ultimately achieve profitable operations. These conditions raise substantial doubt about its ability to continue as a going concern. Management's plans regarding these matters are also described in the Note 2 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Larry O'Donnell, CPA, P.C. Larry O'Donnell, CPA, P.C. March 8, 2008 F-1

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F-5 THE SAINT JAMES COMPANY (A Development Stage Company) Notes to the Financial Statements Year Ended December 31, 2007 Note 1 - Organization 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. From 1984 through 1998, the Company designed, manufactured, sold and serviced equipment and systems for the treatment of contaminated insoluble organic materials. However, due to heavy competition in the industry, the Company's business operations ceased in 1998. The Company does not currently have 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 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. F-6 Management plans to take steps that it believes will be sufficient to provide the Company with the ability to continue in existence. Management intends to actively pursue merger candidates that have ongoing operations and a source of revenue. Use 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. Impairment of Long-Lived Assets The Company records impairment losses on long-lived assets used in operations and finite lived intangible assets when events and circumstances indicate the assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts. The impairment loss is measured by comparing the fair value of the asset to its carrying amount. Fair Value of Financial 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 years ended December 31, 2007 and 2006, 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. 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. F-7 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 Securities and Exchange Commission issued Staff Accounting Bulletin No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements," ("SAB 108"),which provides interpretive guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of a materiality assessment. The Company adopted SAB 108 in the fourth quarter of 2006 with no impact on its financial statements. 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. 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. F-8 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. Note 3 - Income Taxes The reconciliation of the effective income tax rate to the federal statutory rate as of December 31, 2007 and 2006 is as follows:

Deferred tax assets and liabilities reflect the net effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities at December 31, 2007 are as follows: Loss carry forwards $ 228,435 Less valuation allowance (228,435) ------------- $ -- ============= At December 31, 2007 and 2006, the Company has provided a valuation allowance for the deferred tax asset since management has not been able to determine that the realization of that asset is more likely than not. Net operating loss carry forwards of approximately $3,600,000 began to expire in 1999, of which $228,435 are still available as of December 31, 2007. Note 4 - Release from liabilities During the year ended December 31, 2007, the company was released from the following liabilities: Accounts payable $ 12,403 Accrued judgments Accrued interest 10,285 ------------- Total released $ 28,582 ============== During the year ended December 31, 2007, officers of the Company, who had made advances of $53,003 to the Company, released us from our obligation to pay for this debt. This release of debt has been treated as a capital contribution and accounted for in additional paid in capital. F-9 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the 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 By: /s/ RICHARD HURST ----------------------------------- Richard Hurst President, Chief Executive Officer, and Director Date: September 4, 2009 By: /s/ DALE PAISLEY ----------------------------------- Dale Paisley Chief Financial Officer Date: September 4, 2009 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date --------------------- ----------------------------------- --------------- President, Chief Executive Officer, September 4, 2009 /s/ RICHARD HURST and Director --------------------- (Principal Executive Officer) Richard Hurst /s/ DALE PAISLEY Chief Financial Officer September 4, 2009 --------------------- (Principal Accounting Officer) Dale Paisley 18 Exhibit Description of Exhibit ------- -------------------------------------------------------------------- 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 19

Saint James CO 10-K/A