UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-K/A




(Mark
one)




x
            ANNUAL REPORT UNDER
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934.For
      the fiscal year ended December 31, 2008ORo
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934.For
      the transition period from ____________ to
    ____________




Commission
File No: 0-13738









THE
SAINT JAMES COMPANY


(Exact
name of registrant as specified in its charter)




North
      Carolina
              (State
      or Other Jurisdiction
              of
      Incorporation or Organization)
            
            56-1426581
              (I.R.S.
      Employer
              Identification
      No.)




Broadway
      Plaza, 520 Broadway, Suite 350
                Santa
      Monica, California
                (Address
      and telephone number of Principal Executive Offices)
              
              80120
                (Zip
      Code)




(512)
478-7463


(Issuer’s
Telephone Number, Including Area Code)









Securities
registered under Section 12(b) of the Exchange Act: None







Securities
registered under Section 12(g) of the Exchange Act: Common Stock, $0.001 par
value





Indicate
by check mark if the registrant is a well-known seasonal issuer, as defined in
Rule 405 of the Securities Act.


Yes o No x




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


Yes o No x




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes x No o




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K. x




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting
company.




Large
      accelerated filer o
              
              Accelerated
      filer oNon-accelerated
      filer o
              
              Smaller
      reporting company x




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).  Yes x No o




The
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of June
30, 2008, the last business day of the registrant’s most recently completed
second fiscal quarter, was $0.




The
number of shares outstanding of the registrant’s common stock as of April 10,
2009, was 11,999,057.


THE
SAINT JAMES COMPANY.





TABLE
OF CONTENTS





PagePART IItem
      1.
            
            Business.
            1Item
      2.
            
            Properties.
            10Item
      3.
            
            Legal
      Proceedings.
            10Item
      4.
            
            Submission
      of Matters to a Vote of Security Holders.
            10PART IIItem
      5.
            
            Market
      for Registrant’s Common Equity, Related Shareholder Matters and Issuer
      Purchase of Equity Securities.
            10Item
      7.
            
            Management’s
      Discussion and Analysis or Plan of Operation.
            11Item
      8.
            
            Financial
      Statements and Supplementary Data.
            12Item
      9.
            
            Changes
      In and Disagreements With Accountants on Accounting and Financial
      Disclosure.
            12Item
      9A.
            
            Controls
      and Procedures.
            13Item
      9B
            
            Other
      Information.
            13PART IIIItem
      10.
            
            Directors,
      Executive Officers and Corporate Governance.
            14Item
      11.
            
            Executive
      Compensation.
            15Item
      12.
            
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Shareholder Matters.
            15Item
      13.
            
            Certain
      Relationships and Related Transactions, and Director
      Independence.
            17Item
      14.
            
            Principal
      Accountant Fees and Services.
            17PART
      IVItem
      15.
            
            Exhibits,
      Financial Statement Schedules.
            18SIGNATURES
            22











PART
I




Item
1.  Business.




Corporate
History




The Saint
James Company (“we,” “our,” “us,” or the “Company”) were incorporated on January
10, 1984, under the laws of the State of North Carolina under the name
“Chem-Waste Corporation” and on July 19, 1984, we changed our name to “Radiation
Disposal Systems, Inc.”  During the succeeding 14 years, until 1998,
we designed, manufactured, sold, and serviced equipment and systems for the
treatment of contaminated insoluble organic materials.  Thereafter,
that aspect of our business operations ceased.  In December of 2005,
we acquired certain animation cell art with the intention of engaging in a
marketing and licensing business.  Due to limited resources, we were
unable to pursue that business opportunity and, in the quarter ended September
30, 2008, our management determined that an impairment loss of the full carrying
value of the cells had occurred.  In September 2008, Bruce M. Cosgrove
resigned as our Chief Executive Officer and he and Stuart Hamilton resigned as
members of our board of directors.  In connection therewith, our sole
remaining director, Wayne Gronquist, became our acting Chief Executive Officer
and Chief Financial Officer.




Overview
of our Prospective Business




On
October 21, 2008, we entered into a Heads of Agreement (the “Neqtar HOA”) with
Neqtar Wines PTY LTD (“Neqtar”), pursuant to which Neqtar and we agreed on
certain potential terms of a potential future transaction.  Prior to
that, on March 17, 2008, Neqtar and Samson Investment Company (“Samson”) had
entered into a letter of intent (the “Neqtar LOI”) setting forth certain terms
of a proposed acquisition by Samson, or its nominee, of all of Neqtar’s
outstanding shares of common stock.  Immediately prior to, and in
anticipation of, our entering into the Neqtar HOA, we entered into a
Designation, Assignment, and Assumption Agreement with Samson, in which we were
designated by Samson as its nominee under the Neqtar LOI, and Samson conveyed
all of its right, title, and interest in the same to us and we granted a
five-year warrant to Samson to purchase 120,000 shares of our common stock at a
per-share exercise price of $10.00.




Pursuant
to the Neqtar HOA, we agreed that, upon the close of the potential future
transaction between Neqtar and us, and in exchange for our tender of a certain
to-be-determined purchase price (the “Proposed Neqtar
Transaction”):




·
            we
      will own all of the shares of Neqtar’s common stock;


·
            we
      will lease, and eventually may purchase, certain facilities from
      Neqtar;


·
            Neqtar
      will be obligated to purchase a specified amount of wine from us
      annually;


·
            we
      will own certain of Neqtar’s inventory;


·
            we
      will grant Neqtar a security interest in substantially all of our assets
      and those assets acquired from Neqtar; and we will own certain of Neqtar’s
      trademarks.




In addition, Neqtar and we expect to
make certain representations and warranties to each other in a definitive
transaction document that are standard and customary in the wine industry for
transactions of this size and magnitude.  The Proposed Neqtar
Transaction is subject to certain conditions precedent, including, but not
limited to, the transfer of certain of SdS Beverages’ assets to Neqtar,
satisfactory completion of certain due diligence regarding Neqtar and the
Proposed Neqtar Transaction, a financing condition, receipt of an independent
appraisal valuing Neqtar’s fair market value, and the making of certain
revisions to documents between Neqtar and Fosters.  In contemplation
of the Proposed Neqtar Transaction or a similar future transaction, on June 6,
2008, we engaged an investment bank to advise and assist us in respect of the
financing contingency for the Proposed Neqtar Transaction




As of
February 15, 2009, we entered into a long-term License Agreement with GreatStone
Wines Pty Ltd (“GreatStone”), pursuant to which GreatStone granted an exclusive,
ten-year, renewable license to us for the names, designs, logos, and trademarks
attached to the Koala Blue Wines in the United States and Canada.  We
were also granted a first and last right of refusal to acquire a license for
such designs and marks in the United Kingdom.  During the term of the
License Agreement, we are to pay certain sales-based, per-case royalties to
GreatStone, in addition to a minimum annual license fee that is subject to
partial set-off against the royalty payments.  As of the date of this
Annual Report, we have not yet commenced the sale or distribution of Koala Blue
Wines.  Koala Blue Wines is a brand founded in 1983 by Olivia Newton
John and Pat Farrar.




1




Effective
as of March 18, 2009, we entered into a multi-party agreement to acquire the
capital stock or assets of three New Zealand wineries:  Lawson Dry
Hills, Waimea Estates, and Gravitas Wines.  The closing of the
acquisitions and the transactions contemplated by such agreement is subject to
our satisfactory completion of financial and business due diligence, our receipt
of satisfactory financial statements of each of the wineries (in form and
substance sufficient for our timely inclusion in a Current Report on Form 8-K),
the parties’ receipt of such financing as is required to consummate the
acquisitions and, thereafter, to operate the acquired businesses in accordance
with our business plan, and standard, usual, and customary closing
conditions.  In consideration of the acquisitions, we will issue
shares of our common stock with an aggregate fair value equivalent to the fair
value of the three acquisitions, taken as a whole.  The various
parties will make certain representations and warranties to each other that are
standard and customary in the wine industry for transactions of this size and
magnitude.




We will
require additional funds to close the prospective acquisitions and, thereafter,
to operate those businesses, as well as to initiate distribution of Koala Blue-
labeled wines.  These funds may be raised through equity financing,
debt financing, or other sources, which may result in further dilution in the
equity ownership of our shares.  There is no assurance that we will be
able to obtain required financing for any or all of such purposes on favorable
terms, on required time schedules, or at all.  In addition, there is
no assurance that, thereafter, we will be able to maintain our operations at a
level sufficient for us to report operational profits or for our shareholders to
obtain a return on their investments in our common stock.




Competitors




The wine
industry is highly competitive.  We intend to be competitive on the
basis of quality, price, and brand recognition.  Our principal wine
competitors are expected include, among others, Constellation Brands, E&J
Gallo Winery, The Wine Group, Foster’s Group, WJ Deutsch, Diageo, and
Kendall-Jackson in the U.S.; Constellation Brands, Andrew Peller, Foster’s
Group, Maison des Futailles, and E&J Gallo Winery in Canada; Constellation
Brands, Foster’s Group, E&J Gallo Winery, Diageo, and Pernod Ricard in the
U.K.; and Constellation Brands, Foster’s Group and Pernod Ricard in Australia
and New Zealand.




Government
Regulations




We will
be subject to a range of regulations in the countries in which we expect to
operate.  Where we expect to produce products, we will be subject to
environmental laws and regulations and may be required to obtain permits and
licenses to operate our facilities.  Where we expect to market and
sell products, we may be subject to laws and regulations on trademark and brand
registration, packaging and labeling, distribution methods and relationships,
pricing and price changes, sales promotions, advertising and public
relations.  We intend to become and, thereafter, stay in compliance in
all material respects with all applicable governmental laws and regulations in
the countries in which we intend to operate.




Employees




As of
April 10, 2009, we do not have any employees.  In September 2008,
Bruce M. Cosgrove resigned as our Chief Executive Officer and he and, in
connection therewith, our sole remaining director, Wayne Gronquist, became our
acting Chief Executive Officer and Chief Financial Officer.  We did
not compensate either of Messrs. Cosgrove or Gronquist for their services;
however, we did enter into a Resignation Agreement and General Release (the
“Agreement”) with Mr. Cosgrove, pursuant to which we agreed to pay to Mr.
Cosgrove $25,000 and he released us from all claims, demands, actions,
grievances, or other legal responsibilities of any kind that he may have
otherwise had based on his tenure with us as our Chief Executive Office and
director.




2




RISK
FACTORS




Ownership
of our common stock involves a high degree of risk; you should consider
carefully the factors set forth below, as well as other information contained in
this annual report.




We
have incurred significant losses and anticipate future losses; our independent
registered public accounting firm has expressed a reservation that we can
continue as a going concern.




At
December 31, 2008, we had an accumulated deficit of $4,099,662 and a
shareholders’ deficit of $325,739.  Although we are attempting to
obtain financing for our prospective acquisitions, as to the obtaining of which
there can be no assurance, future operating and public company related -losses
are likely to occur.  As a result of these, among other factors, we
received a report on our financial statements for the year ended December 31,
2008, 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 raising
sufficient debt and/or equity to effectuate the proposed acquisitions and fund
our business plan.  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, as well as to fund our prospective acquisitions and business
plan.




We have
no sources of income at this time and no existing cash balances that are
adequate to meet our ongoing operating expenses or to fund our prospective
acquisitions and business plan.  Unless we are able to raise
additional debt and/or equity, we will neither be able to close our prospective
acquisitions and effectuate our business plan nor to meet our ongoing operating
expenses.  No assurances can be given that we will be able to meet the
closing conditions in respect of such acquisitions, whether financing or other
contingencies, or, thereafter, to generate revenues and  reach or
maintain profitable operations.




Our
failure to attract and retain qualified personnel could adversely affect our
business.




Our
success will depend, in part, on our ability to attract, hire, and retain
seasoned veterans in the wine industry and executives with international
distribution experience.  The efforts and abilities of our to-be-hired
senior management team and key employees will be critical to our establishment
of a viable business model.  The motivation, skills, experience, and
industry contacts of such prospective persons are expected to benefit our
operations and administration significantly.  The failure to attract,
motivate, and retain such members of our senior management team and key
employees could have a negative effect on our budget and, in turn, our operating
results.




Risks
associated with our proposed acquisitions could adversely affect our prospective
business.




Currently
expected, and future, acquisitions will cause us to incur debt, issue shares of
our capital stock, increase contingent liabilities, and increase interest
expense and amortization expense related to intangible assets, as well as to
experience dilution in any earnings per share and return on
capital.  Future impairment losses on goodwill and intangible assets
with an indefinite life, or restructuring charges, could also occur as a result
of acquisitions.




The
current global recession and credit crisis may deepen and the recovery may be
slow, adversely impacting our financial results and liquidity.




Stable
economic conditions and credit availability are important for us to obtain the
financing required to close our prospective acquisitions and, thereafter, to
operate our acquired businesses.  There can be no assurance that we
will be able to obtain any such financing on terms acceptable to us, of at
all.




Competition
could have a material adverse effect on our prospective business.




We will
be entering a highly competitive industry and the dollar amount and unit volume
of our expected sales could be negatively affected by our inability to maintain
or increase prices, a general decline in wine consumption, or the decision of
wholesalers, retailers, or consumers to purchase competitive products instead of
commencing to purchase ours.  Wholesaler, retailer, and consumer
purchasing decisions are influenced by, among other things, the perceived
absolute or relative overall value of products, including their quality or
pricing, compared to competitive products.  Our unit volume and dollar
sales could also be affected by pricing, purchasing, financing, operational,
advertising, or promotional decisions made by wholesalers, state and provincial
agencies, and retailers, which could affect their supply of, or consumer demand
for, our prospective products.  We could also experience higher than
expected selling, general, and administrative expenses if we find it necessary
to increase the number of our personnel or our advertising or promotional
expenditures to establish and then maintain a competitive position or for other
reasons.




3




We
expect to operate in a highly competitive consumer category.




While we
expect to compete for customers largely on the basis of product quality, price
will also an important basis of selection and competition.  Our
success will depend on establishing and maintaining the strength of our consumer
brands by continuously improving our offerings and appealing to the changing
needs and preferences of our customers and end consumers.




Our
prospective business could be adversely affected by a decline in the consumption
of products we plan to sell.




Since
1995, there have been modest increases in consumption of wine in many of the
geographic markets that we intend to enter.  There have been periods
in the past, however, in which there were substantial declines in the overall
per-capita consumption of wine in the U.S. and other markets in which we intend
to participate.  A limited or general decline in consumption in our
product categories could occur in the future due to a variety of factors,
including:




·




·




·




·




·




·




In
addition, our initial and continued success will depend, in part, on our ability
to develop products.  The initial launch of products and success of
any new products, if any, are inherently uncertain especially with regard to
their appeal to consumers.  The launch of our prospective business and
any new products can give rise to a variety of costs and an unsuccessful launch,
among other things, can affect consumer perception of existing
brands.




We
expect to rely on the performance of wholesale distributors, major retailers,
and chains for the success of our business.




In the
U.S., Canada, Australia, and New Zealand, we expect to sell our products
principally to wholesalers for resale to retail outlets, as well as directly to
major retailers and chains.  The replacement or poor performance of
such customers chains could materially and adversely affect our budgets and, in
turn, our expected results of operations and financial condition.  Our
inability to collect accounts receivable from our customers could also
materially and adversely affect our results of operations and financial
condition.




The
industry is being affected by the trend toward consolidation in the wholesale
and retail distribution channels.  If we are unable successfully to
enter this type of a changing environment, our budgets and, in turn our expected
net income, share of sales, and volume growth could be negatively
affected.  In addition, our expected wholesalers and retailers offer
products that compete directly with our expected products for retail shelf space
and consumer purchases.  Accordingly, such wholesalers or retailers
may give higher priority to products of our prospective competitors that to
us.  In the future, our prospective wholesalers and retailers may not
commence or continue to purchase our products or provide our products with
adequate levels of promotional support.




4




The
wine business is subject to seasonality.




The wine
business is subject to seasonality.  As a result, in response to
wholesaler and retailer demand that precedes consumer purchases, we expect that
our wine sales will be typically highest during the third quarter of our fiscal
year.




We
will depend upon our trademarks and proprietary rights, and any failure to
protect our intellectual property rights or any claims that we are infringing
upon the rights of others may adversely affect our potential competitive
position and brand equity.




Among
other items, our future success will depend significantly on our ability to
protect our future brands and products and to defend such intellectual property
rights.  The companies and related brands that we expect to acquire
have been granted various trademark registrations covering such brands and
products and expect to file trademark applications seeking to protect any
newly-developed brands and products.  We cannot be certain that
trademark registrations will be issued with respect to any of such prospective
trademark applications.  There is also a risk that we could, by
omission, fail timely to renew or protect a trademark or that our competitors
will attempt to challenge, invalidate, or circumvent any existing or future
trademarks to be issued to, or licensed by, us.  Our prospective
business could be adversely affected by the loss of any brand or infringement of
any intellectual property rights.  We will also become subject to
risks in this area because existing trade secret and trademark laws offer only
limited protection, and the laws of some countries in which our products are or
may be developed, manufactured, or sold may not fully protect our products from
infringement by others.  In addition, others may assert intellectual
property infringement claims against us or our customers.




We
intend to sell products globally and will become exposed to currency exchange
rate risks, particularly related to the recent strengthening of the U.S.
dollar.




We intend
to manufacture, source, and sell products in the U.S., Canada, Australia, New
Zealand, and, possibly, the U.K.  A change in the value of the
currencies will impact our financial statements when translated into U.S.
dollars.  In addition, fluctuations in currency can adversely impact
the cost position in local currency of our prospective products, making it more
difficult for our prospective operations to compete.  The exchange
rates between some of the major foreign currencies in which our prospective
subsidiaries will operate (including the British pound sterling, Australian
dollar, New Zealand dollar, and Canadian dollar) and the U.S. dollar have
fluctuated significantly in recent years and may do so in the
future.




We
intend to manufacture and source many products internationally and will become
exposed to risks associated with doing business globally.




We intend
to manufacture, source, and sell products in the U.S., Canada, Australia, New
Zealand, and, possibly, the U.K.Accordingly, we will
become subject to risks associated with changes in political, economic and
social environments, local labor conditions, changes in laws, regulations, and
policies of foreign governments, trade disputes with the U.S., as well as U.S.
laws affecting activities of U.S. companies abroad, including tax laws and
enforcement of contract and intellectual property rights.  Exchange
rate fluctuations may impact the cost of sourced products and our financial
results.




Risks
associated with interest rate fluctuations, as well as commodity and energy
availability, price increases and volatility could adversely affect our
prospective business.




We will
become exposed to risks associated with interest rate fluctuations and commodity
price volatility arising from weather, supply conditions, geopolitical and
economic variables, and other unpredictable external factors.  We
expect to purchase commodities, including glass and
grapes.  Availability, increases, and volatility in the prices of
these commodities, as well as products sourced from third parties and energy
used in making, distributing, and transporting our prospective products, could
increase the manufacturing costs of our products.  There is no
assurance that we will be able to avoid the impact of such pricing issues or to
pass them to our customers.




5




We
will become subject to a wide range of government regulations.




We will
become subject to a range of regulations in the countries in which we intend to
operate.  Where we produce products, we will be subject to
environmental laws and regulations and may be required to obtain permits and
licenses to operate its facilities.  Where we market and sell
products, we may be subject to laws and regulations on trademark and brand
registration, packaging and labeling, distribution methods and relationships,
pricing and price changes, sales promotions, advertising, and public
relations.  We may also be subject to rules and regulations relating
to changes in officers or directors, ownership, or control.




We intend
to operate in, and believe that our prospective acquisitions currently are in,
compliance in all material respects with all applicable governmental laws and
regulations in the countries in which it will, and they currently,
operate.  We also believe that the cost of administration and
compliance with, and liability under, such laws and regulations will not have a
material adverse impact on our budget and, in turn, our financial condition,
results of operations, or cash flows.




An
increase in import and excise duties or other taxes or government regulations
could have a material adverse effect on our business.




The U.S.,
the U.K., Canada, Australia, and other countries in which we intend to operate
impose import and excise duties and other taxes on wine in varying amounts which
have been subject to change.  Significant increases in import and
excise duties or other taxes on wine could materially and adversely affect our
budgets and, in turn, our expected financial condition or results of
operations.  Many U.S. states have considered proposals to increase,
and some of these states have increased, state alcohol excise
taxes.  In addition, federal, state, local, and foreign governmental
agencies extensively regulate the wine industry concerning such matters as
licensing, trade, and pricing practices, permitted and required labeling,
advertising and relations with wholesalers and retailers.  Certain
federal and state or provincial regulations also require warning labels and
signage.  New or revised regulations or increased licensing fees,
requirements, or taxes could also have a material adverse effect on our budgets
and, in turn, our expected financial condition or results of
operations.




Our
reliance upon complex information systems distributed worldwide and our reliance
upon third-party global networks means we could experience interruptions to our
business services.




We expect
to depend on information technology to enable us to operate efficiently and
interface with customers, as well as to maintain financial accuracy and
efficiency of our operations.  If we do not allocate, and effectively
manage, the resources necessary to build and sustain the proper technology
infrastructure after we close our prospective acquisitions, we could be subject
to transaction errors, processing inefficiencies, the loss of customers,
business disruptions, or the loss of or damage to intellectual property through
security breach.  As with substantially all information systems, we
expect that, notwithstanding our bet efforts, our systems could also be
penetrated by outside parties intent on extracting information, corrupting
information, or disrupting business processes.  Such unauthorized
access could disrupt our business, following the acquisitions, and could result
in the loss of assets.




We
will be subject to substantial price fluctuations for grapes and grape-related
materials, and we have a limited group of suppliers of glass
bottles.




Upon the
closing of our prospective acquisitions, as to which there can be no assurance,
we expect that our business will become heavily dependent upon raw materials,
such as grapes and packaging materials, from third-party
suppliers.  We could experience raw material supply, production, or
shipment difficulties that could adversely affect our ability to supply goods to
our customers.  Increases in the costs of raw materials would also
directly affect us.  Although we believe that we will have adequate
sources of grape supplies, in the event demand for certain wine products exceeds
expectations, we could experience shortages.




The wine
industry swings between cycles of grape oversupply and
undersupply.  In a severe oversupply environment, the ability of wine
producers and distributors to raise prices is limited and, in certain
situations, the competitive environment may put pressure on producers to lower
prices.  Further, although an oversupply may enhance opportunities to
purchase grapes or wines at lower costs, a producer’s selling and promotional
expenses associated with the sale of its wine products nevertheless can rise in
such an environment.




6




We expect
that glass bottle costs will be one of the largest components of cost of product
sold.  In the U.S., Canada, and Australia, glass bottles have only a
small number of producers.  The inability of any of our glass bottle
suppliers to satisfy our requirements could adversely affect our
business.




Contamination
could harm the integrity or customer support for our brands and adversely affect
the sales of our products.




The
success of the brands that we intend to acquire will depend, among other
reasons, upon the positive image that consumers have of those
brands.  Contamination, whether arising accidentally or through
deliberate third-party action, or other events that harm the integrity or
consumer support for those brands, could adversely affect their
sales.  Contaminants in raw materials purchased from third parties and
used in the production of the wine or defects in the fermentation process could
lead to low beverage quality, as well as to illness among, or injury to,
consumers of those products and may result in reduced sales of the affected
brand or of all of our prospective brands.




Various
diseases, pests, and certain weather conditions could affect quality and
quantity of grapes.




Various
diseases, pests, fungi, viruses, drought, frosts, and certain other weather
conditions could affect the quality and quantity of grapes available, decreasing
the supply of our products and negatively impacting revenues and potential
profitability.  We cannot guarantee that our prospective grape
suppliers will succeed in preventing contamination in existing vineyards or that
we will succeed in preventing contamination in future vineyards that we may
acquire.  Future government restrictions regarding the use of certain
materials used in grape growing may increase vineyard costs and/or reduce
production.  Growing agricultural raw materials also requires adequate
water supplies.  A substantial reduction in water supplies could
result in material losses of grape crops and vines or other crops, which could
lead to a shortage in the supply of our potential products.




An
increase in the cost of energy or the cost of environmental regulatory
compliance could affect our profitability.




We have
experienced significant increases in energy costs, and energy costs could
continue to rise, which would result in higher transportation, freight and other
operating costs.  We may experience significant future increases in
the costs associated with environmental regulatory compliance.  Our
future operating expenses and margins will be dependent on our ability to manage
the impact of cost increases.  We cannot guarantee that we will be
able to pass along increased energy costs or increased costs associated with
environmental regulatory compliance to our customers through increased
prices.




Changes
in accounting standards and taxation requirements could affect our financial
results.




New
accounting standards or pronouncements that may become applicable to us from
time to time, or changes in the interpretation of existing standards and
pronouncements, could have a significant effect on our reported results for the
affected periods.  We also expect to become subject to income tax in
the numerous jurisdictions in which we expect to commence to generate
revenues.  In addition, our products will become subject to import and
excise duties and/or sales or value-added taxes in the jurisdictions in which we
expect to operate.  Increases in income tax rates could reduce our
after-tax income from affected jurisdictions, while increases in indirect taxes
could affect our prospective products’ affordability and, therefore, reduce our
sales.




Class action or other litigation relating to alcohol abuse or the
misuse of alcohol could adversely affect our business.




There has
been increased public attention directed at the beverage alcohol industry, which
we believe is due to concern over problems related to alcohol abuse, including
drinking and driving, underage drinking, and health consequences from the misuse
of alcohol.  Several beverage alcohol producers have been sued in
several courts regarding alleged advertising practices relating to underage
consumers.  Adverse developments in these or similar lawsuits or a
significant decline in the social acceptability of beverage alcohol products
that results from these lawsuits could materially adversely affect our
prospective business.




7




Our
securities are considered highly speculative.




Our
securities must be considered highly speculative, generally because of the
historic lack of any material business and the current status of our prospective
acquisitions.  Accordingly, we have neither generated any material
revenues nor have we realized a profit from our operations to date and there is
no likelihood little likelihood that we will generate any revenues or realize
any profits unless after we have closed one or more of our prospective
acquisitions.  Since we have not generated any material revenues, we
expect that we will need to raise additional monies through the sale of our
equity securities or debt in order to effectuate our business plan and continue
our business operations.




Trading
of our common stock may be restricted by the SEC’s “Penny Stock” regulations
which may limit a shareholder’s ability to buy and sell our stock.




The U.S.
Securities and Exchange Commission (“SEC”) has adopted regulations which
generally define “penny stock” to be any equity security that has a market price
(as defined) less than $5.00 per share or an exercise price of less than $5.00
per share, subject to certain exceptions.  Our securities are covered
by the penny stock rules, which impose additional sales practice requirements on
broker-dealers who sell to persons other than established customers and
“accredited investors.”  The term “accredited investor” refers
generally to institutions with assets in excess of $5,000,000 or individuals
with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or
$300,000 jointly with their spouse.  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 in a form prepared
by the SEC which provides information about penny stocks and the nature and
level of 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 the transaction and
monthly account statements showing the market value of each penny stock held in
the customer’s account.  The bid and offer quotations, and the
broker-dealer and salesperson compensation information, must be given to the
customer orally or in writing prior to effecting the transaction and must be
given to the customer in writing before or with the customer’s confirmation. In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from these rules, 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 the stock that is subject to these
penny stock rules. Consequently, these penny stock rules may affect the ability
of broker-dealers to trade our securities. We believe that the penny stock rules
discourage investor interest in and limit the marketability of, our common
stock.




Shareholders
should be aware that, according to SEC, 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 common stock.




FINRA
sales practice requirements may also limit a shareholder’s ability to buy and
sell our stock.




In
addition to the “penny stock” rules described above, FINRA has adopted rules
that require that in recommending an investment to a customer, a broker-dealer
must have reasonable grounds for believing that the investment is suitable for
that customer.  Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer’s financial status,
tax status, investment objectives and other information.  Under
interpretations of these rules, FINRA believes that there is a high probability
that speculative low priced securities will not be suitable for at least some
customers.  FINRA’s requirements make it more difficult for
broker-dealers to recommend that their customers buy our common stock, which may
limit your ability to buy and sell our stock and have an adverse effect on the
market for our shares.




8




Our
common stock has been 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 have been, and may continue to be, be thinly-traded
on the OTC Bulletin Board, meaning that the number of persons interested in
purchasing shares 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 that 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 company such as ours or purchase or
recommend the purchase of our shares of common stock until such time as we close
one or more of our prospective acquisitions and 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 that 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 cannot provide any assurances
that our shareholders will be able to sell their shares at or near ask prices or
at all.




In the
past, following periods of volatility in the market price of a company’s
securities, securities class-action litigation has often been
instituted.  Such litigation, if instituted, could result in
substantial costs for us and a diversion of management’s attention and
resources.




The
price of our common stock could be highly volatile.




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 that may be 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 liquidate their investment readily 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 price of the common stock would need to appreciate
substantially on a relative percentage basis for an investor to recoup an
investment in our shares.  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 orderly and
active market in our common stock will develop or be sustained.  If an
orderly and active market does not develop, holders of our common stock may be
unable to sell their shares, if at all.




Rule
144 sales in the future may have a depressive effect on the price of our common
stock.




Eleven
million of the approximately 12 million shares of our common stock constitute
“restricted securities” within the meaning of Rule 144 under the Securities Act
of 1933, as amended.  As restricted shares, they 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 Securities
Act and as required under applicable state securities laws.  In
essence, Rule 144 provides that a person who has held restricted securities for
six months may, under certain conditions, sell restricted securities without any
volume limitations.  For our Company, the time period is not less than
one year from the date on which we cease being a “shell company” and have filed
the relevant Current Report on Form 8-K in respect of such
transition.  A sale under Rule 144 or under any other exemption from
such Act may have a depressive effect upon the price of the common stock in any
market that may develop.




Investors’
interests in us will be diluted and investors may suffer dilution in net book
value per share if we issue additional shares or raise funds through the sale of
equity securities.




In the
event that we are required to issue any additional shares or enter into private
placements to raise financing through the sale of equity securities, investors’
interests in us will be diluted and investors may suffer dilution in their net
book value per share depending on the price at which such securities are
sold.  If we issue any such additional shares, such issuances also
will cause a reduction in the proportionate ownership and voting power of all
other shareholders. Further, any such issuance may result in a change in our
control.




9




Our
Bylaws contain provisions indemnifying our officers and directors against all
costs, charges, and expenses incurred by them.




Our
Bylaws contain provisions with respect to the indemnification of our officers
and directors against all costs, charges, and expenses, including an amount paid
to settle an action or satisfy a judgment, actually and reasonably incurred by
him, including an amount paid to settle an action or satisfy a judgment in a
civil, criminal, or administrative action or proceeding to which he is made a
party by reason of his being or having been one of our directors or
officers.




Our
Bylaws do not contain anti-takeover provisions, which could result in a change
of our management and directors if there is a take-over of us.




We do not
currently have a shareholder rights plan or any anti-takeover provisions in our
Bylaws.  Without any anti-takeover provisions, there is no deterrent
for a take-over of our Company, which may result in a change in our management
and directors.




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.




Item
2.  Properties.




We do not
own or lease any property.




Item
3.  Legal Proceedings.




We are
not currently a party to any material legal proceedings.




Item
4.  Submission of Matters to a Vote of Security Holders.




No matter
was submitted to a vote of security holders, through the solicitation of proxies
or otherwise, during the fourth quarter of the fiscal year covered by this
Annual Report.




PART
II




Item 5.  Market for
Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of
Equity Securities.




On
September 8, 2009, FINRA, acting in reliance on information contained in a “Form
211 filing”  cleared the request from a broker-dealer for it to place
unpriced quotations on the OTC Bulletin Board for our common
shares.  Subsequently, and in accordance with FINRA regulations,
priced quotations were permitted to be placed on the OTC Bulletin Board under
the symbol “STJC.”  However, active trading for our common stock has
not yet commenced.  Pink OTC Markets, Inc. reports that the first
closing bid price subsequent to January 1, 2007, was January 29,
2009.





On April
10, 2009, we had had 1,064 shareholders of record.




We have
never declared or paid any cash dividends on our common stock. For the
foreseeable future, we expect to retain any earnings to finance the operation
and expansion of our business.




10




Item
7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.




THE
FOLLOWING PRESENTATION OF OUR MANAGEMENT’S DISCUSSION AND ANALYSIS SHOULD BE
READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND OTHER FINANCIAL
INFORMATION INCLUDED ELSEWHERE IN THIS REPORT.




The
independent registered public accounting firm’s report on our financial
statements as of December 31, 2008, and for each of the years in the two-year
period then ended, includes a “going concern” explanatory paragraph that
describes substantial doubt about our 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 financial
statements.




Overview




On
December 15, 2005, we entered into a purchase agreement with The Saint James
Collection, LLC (an unaffiliated entity) to purchase a Limited Edition Animation
Art Collection (the “Art Collection”) in exchange for 5,000,000 shares of our
common stock.  The 5,000,000 shares of common stock were valued at
$0.01 per share for a total value of $50,000.  We intended on
marketing the Art Collection and establishing relationships with distributors to
sell the art.  Due to our limited resources, however, we were not able
to pursue those business objectives and as of September 30, 2008, we concluded
that the $50,000 previously attributable to the Art Collection had become fully impaired.




On
October 21, 2008, we entered into a Heads of Agreement (the “HOA”) with Neqtar
Wines PTY LTD (“Neqtar”), pursuant to which Neqtar and we agreed on certain
potential terms of a potential future transaction.  On March 17, 2008,
Neqtar and Samson Investment Company (“Samson”) entered into a letter of intent
(the “LOI”) setting forth certain terms of a proposed acquisition by Samson, or
its nominee, of all of Neqtar’s outstanding shares of common
stock.  On October 20, 2008, we entered into a Designation,
Assignment, and Assumption Agreement with Samson, in which we were designated by
Samson as its nominee under the LOI, and Samson conveyed all of its right,
title, and interest in the same to us and we granted a five-year warrant to
Samson to purchase 120,000 shares of our common stock at a per-share exercise
price of $10.00.  As a result of our designation as Samson’s nominee
under the LOI, we entered into preliminary transaction negotiations with Neqtar,
which culminated in the execution of the HOA.




As of
February 15, 2009, we entered into a long-term License Agreement with GreatStone
Wines Pty Ltd (“GreatStone”), pursuant to which GreatStone granted an exclusive,
ten-year, renewable license to us for the names, designs, logos, and trademarks
attached to the Koala Blue Wines in the United States and
Canada.  Koala Blue Wines is a brand founded in 1983 by Olivia Newton
John and Pat Farrar.




Effective
as of March 18, 2009, we entered into a multi-party agreement to acquire the
capital stock or assets of three premier New Zealand wineries:  Lawson
Dry Hills, Waimea Estates, and Gravitas Wines.  The closing of the
acquisitions and the transactions contemplated by such agreement is subject to
our satisfactory completion of financial and business due diligence, our receipt
of satisfactory financial statements of each of the wineries (in form and
substance sufficient for our timely inclusion in a further Current Report on
Form 8-K), the parties’ receipt of such financing as is required to consummate
the acquisitions and, thereafter, to operate the acquired businesses in
accordance with our business plan, and standard, usual, and customary closing
conditions.  The various parties will make certain representations and
warranties to each other that are standard and customary in the wine industry
for transactions of this size and magnitude.




11




Results
of Operations




For
the Year Ended December 31, 2008 compared to the Year Ended December31,
2007




During
the years ended December 31, 2008 and 2007, and for the development stage,
January 1, 1999 to December 31, 2008, we did not have any revenues.




During
the year ended December 31, 2008, our total operating expenses were $410,402,
which included an impairment charge of $50,000 related to the artwork we
acquired in 2005.  General and administrative expenses of $360,402
consisted of legal fees of $236,419, accounting fees of $38,126, consulting fees
of $54,136 and officer compensation of $25,000.  All of the
professional fees were the result of our becoming current in our filings under
the Securities Exchange Act of 1934, as amended, and activities related to the
assistance that we provided to a broker-dealer in its successful efforts to
prosecute a Form 211 with the OTC Compliance Unit of FINRA to obtain authority
to place quotations on the OTC Bulletin Board, and the three business
opportunities we entered into during 2008 and early 2009.  General and
administrative expenses in 2007 of $61,374 were primarily legal
costs.




Other
income of $28,411 in 2007 was from a gain on the settlement of a
judgment.




For
the Year Ended December 31, 2007 compared to the Year Ended December 31,
2006




We
incurred legal expenses totaling $61,011 in 2007.  We incurred no
expenses during 2006.




Financial
Condition and Liquidity




At
December 31, 2008, we had no assets.  We had total liabilities of
$325,739, all of which are current.  Net cash used by operating
activities during the year ended December 31, 2008 was $255,137, all of which
was funded through loans and contributions by shareholders and
others.




We will
require additional equity and/or debt to pay our outstanding liabilities, to
meet our ongoing operating expenses, and to satisfy the financial requirements
of the proposed transactions with Neqtar and the New Zealand wineries, as well
as to take advantage of our License Agreement with GreatStone.  There
is no assurance that we will be able to obtain such funds on terms or at a time
acceptable to us, or at all.




Off-Balance
Sheet Arrangements




We had no
off-balance sheet arrangements at December 31, 2008.




Item
8. Financial Statements and Supplementary Data.




Our
financial statements required to be included in Item 8 are set forth in the
Index to Financial Statements set forth on page F-1 of this Annual
Report.




Item 9. Changes In and Disagreements
With Accountants on Accounting and Financial Disclosure.




There
have been no disagreements in the applicable period.




We
dismissed Larry O’Donnell, CPA, P.C. (“O’Donnell”) as our principal accountant
effective on November 5, 2008, and we appointed Kelly & Company, Certified
Public Accountants, an accountancy corporation (“Kelly”), as our new registered
public accounting firm.  O’Donnell’s report on our financial
statements for either of the past two fiscal years did not contain an adverse
opinion or a disclaimer of opinion, nor was it qualified or modified as to
uncertainty, audit scope, or accounting principles, with the exception of a
qualification with respect to uncertainty as to our ability to continue as a
going concern.  The decision to change accountants was recommended and
approved by our Board of Directors.




12




During
our 2006 and 2007 fiscal years, and the subsequent interim period through
O’Donnell’s dismissal, there were no disagreements with O’Donnell on any matter
of accounting principles or practices, financial statement disclosures, or
auditing scope or procedures, which disagreement(s), if not resolved to the
satisfaction of O’Donnell, would have caused it to make reference to the subject
matter of the disagreement(s) in connection with its report, nor were there any
“reportable events,” as defined in Item 304(a)(1)(v) of Regulation
S-K.




We
engaged Kelly as our new independent accountant as of November 11,
2008.  During our 2006 and 2007 fiscal years, and the subsequent
interim period through Kelly’s hiring, neither we nor anyone on our behalf
engaged Kelly regarding either the application of accounting principles to a
specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on our financial statements, or any matter that
was either the subject of a “disagreement” or a “reportable event,” both as such
terms are defined in Item 304 of Regulation S-K.




At our
request, O’Donnell furnished us with a letter addressed to the SEC stating that
it agrees with the statements made by us in our Current Report on Form 8-K, as
filed with the SEC on November 12, 2008.





Item
9A(T).  Controls and Procedures.




We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our Exchange Act reports is recorded,
processed, summarized and reported within the time periods specified under the
SEC’s rules and forms, and that such information is accumulated and communicated
to our management, including our Principal Executive Officer and our Principal
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosures.  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.




Our
Principal Executive Officer and Principal Financial Officer conducted a review
to evaluate the effectiveness of the design and operation of our disclosure
controls and procedures as of the end of the period covered by this Annual
Report.  Based on the foregoing, we concluded that our disclosure
controls and procedures were effective at the reasonable assurance
level.




There has
been no change in internal controls during the most recent fiscal year that has
materially affected, or is reasonably likely to materially affect, our internal
controls 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 SEC that
permit us to provide only management’s report in this Annual
Report.




Item
9B.  Other Information.




There is
no other information required to be disclosed during the fourth quarter of the
fiscal year covered by this Annual Report.




13




PART
III




Item
10. Directors, Executive Officers and Corporate Governance.




Executive
Officers and Directors




The
following table sets forth information concerning current executive officers and
directors as of April 10, 2009:




Name
            
            Age
            
            PositionWayne
      Gronquist, Esq.
            
            65
            
            President,
      CEO, Secretary, Chief Financial Officer, and
  Director




Wayne
Gronquist.  Mr. Gronquist has served as a director of ours and
as our corporate secretary for more than the past five
years.  Commencing in September 2008, he also serves as our Chief
Executive Officer, President, and Chief Financial Officer.  Mr.
Gronquist 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’s
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, other than his service for us.




We do not
have a policy with regard to consideration of nominations of
directors.  Nominations for directors are accepted from our security
holders.  There is no minimum qualification for a nominee to be
considered by our directors.  All of our directors will consider any
nomination and will consider such nomination in accordance with his or her
fiduciary responsibility to us and our shareholders.




Our
shareholders may send communications to our board of directors by writing to The
Saint James Company, Broadway Plaza, 520 Broadway, Suite 350, Santa Monica,
California 80120, attention:  Chairman of the Board or any specified
director.  Any correspondence received at the foregoing address to the
attention of one or more directors is promptly forwarded to such director or
directors.




Committees




We do not
have standing audit, nominating or compensation committees of the board of
directors, or committees performing similar functions, and, therefore, the
entire board of directors performs such functions.  Our common stock
is not currently listed on any national exchange and are we not required to
maintain such committees by any self-regulatory agency.  Management
does not believe it is necessary for the board of directors to appoint such
committees because the volume of matters that currently and historically has
come before the board of directors for consideration permits each director to
give sufficient time and attention to such matters to be involved in all
decision making.




We do not
currently have an audit committee financial expert.  Management does
not believe it is necessary to for the board of directors to designate an audit
committee financial expert at this time due to our limited operating history and
the limited volume of matters that come before the board of directors requiring
such an expert.




Compensation
Committee Interlocks and Insider Participation




Our sole
director performed the functions of a compensation committee.




Compliance
with Section 16(a) of the Exchange Act




Section
16(a) of the Exchange Act requires officers, directors and persons who own more
than 10% of any class of our securities registered under Section 12(g) of the
Exchange Act to file reports of ownership and changes in ownership with the SEC.
Officers, directors and greater than 10% shareholders are required by SEC
regulation to furnish us with copies of all Section 16(a) forms they
file.




14




Based
solely on its review of copies of such reports, management believes that there
was compliance with all filing requirements of Section 16(a) applicable to our
officers, directors, and 10% shareholders during the year ended December 31,
2008.




Item
11.  Executive Compensation.




We have
not paid any compensation to any of our executive officers or directors during
the fiscal years ended December 31, 2007, and 2008, other than $25,000 that was
paid to Mr. Cosgrove in September 2008 in connection with his resignation as our
Chief Executive Officer and as a director and his release of us from all claims,
demands, actions, grievances, or other legal responsibilities of any kind that
he may have otherwise had based on his tenure with us as our Chief Executive
Officer and director.  No person who served as an executive officer or
director during the fiscal years ended December 31, 2007, and 2008, was the
holder of an option, warrant, or other right to acquire any of our common
shares.




Employment
and Consulting Agreements




There
were no employment  contracts or consulting  agreements with
our directors or officers during the year ended December 31, 2008.




Item
12.  Security Ownership of Certain Beneficial Owners and Management
and Related Shareholder Matters.




The
following table sets forth certain information regarding the shares of common
stock beneficially owned or deemed to be beneficially owned as of April 10, 2009
by:  (i) each person known to beneficially own more than 5% of our
common stock, (ii) each of our directors, (iii) the executive officers named in
Item 11. Executive Compensation, and (iv) all such directors and executive
officers as a group.




Except as
indicated by the footnotes below, management believes, based on the information
furnished to us, that the persons and entities named in the table below have
sole voting and investment power with respect to all shares of our common stock
that they beneficially own, subject to applicable community property
laws.




Pursuant
to a Registration Rights Agreement, dated March 10, 2009, we granted to the
eleven shareholders listed on the table below certain re-sale registration
rights.  We agreed to file with the SEC a Registration Statement on
Form S-1 registering all of such shares for resale not later than 30 calendar
days following our filing of this Annual Report.




In
computing the number of shares of common stock beneficially owned by a person
and the percentage ownership of that person, we deemed outstanding shares of
common stock subject to options or warrants held by that person that are
currently exercisable or exercisable within 60 days of April 10,
2009.  We did not deem these shares outstanding, however, for the
purpose of computing the percentage ownership of any other person.




15




Name
      and Address of Beneficial Owner
              
              Amount
      and Nature of Beneficial Relationship
              
              
              Percentage
      of Outstanding Common Stock(1)Wynthrop
      Barrington, Inc.
                1800
      E. Sahara, Suite 107
                Las
      Vegas, NV  90104
              
              
              1,000,000
              
              
              
              8.2
              %Michael
      Brovsky, LLC
                5662
      Calle Real #118
                Goleta,
      CA  93117
              
              
              1,000,000
              
              
              
              8.2
              %Christian
      W. Johnson
                7172
      Hawthorne #110
                Los
      Angeles, CA  90046
              
              
              1,000,000
              
              
              
              8.2
              %Manufacturers
      Warranty Group, Inc.
                3535
      E. Coast Hwy, Suite 331
                Corona
      del Mar, CA  92625
              
              
              1,000,000
              
              
              
              8.2
              %W.
      David Winitzky
                3463
      State Street, PMB508
                Santa
      Barbara, CA  93105
              
              
              1,000,000
              
              
              
              8.2
              %Jurei,
      LLC (2)
                59
      Damone Ranch Parkway
                Suite
      B-416
                Reno,
      NV  89521
              
              
              1,000,000
              
              
              
              8.2
              %June
      Masaki
                59
      Damone Ranch Parkway
                Suite
      B-4296
                Reno,
      NV  89521
              
              
              1,000,000
              
              
              
              8.2
              %Nevada
      Irrevocable Trust (3)
                3540
      W. Sahara, Suite 153
                Las
      Vegas, NV  89102
              
              
              1,000,000
              
              
              
              8.2
              %Union
      Standard Limited
                1104
      Nueces Street
                Austin,
      TX  78701
              
              
              1,000,000
              
              
              
              8.2
              %Credit
      Critque, Inc.
                1740
      E. Garry Ave, Suite 231
                Santa
      Ana, CA  92705
              
              
              1,000,000
              
              
              
              8.2
              %Tropical
      Springs Investment, Inc.
                8883
      West Flamingo Road, Suite 102
                Las
      Vegas, NV  89147
              
              
              1,000,000
              
              
              
              8.2
              %Wayne
      Gronquist Esq.
                1104
      Nueces Street
                Austin
      TX  78701
              
              
              1,000,000
              
              
              
              8.2
              %All officers and Directors, as a group (one
      individual)
              
              
              1,000,000
              
              
              
              8.2
              %







1.
            Applicable
      percentage ownership is based on 11,999,057 shares of common stock issued
      and outstanding on April 10, 2009.  The number of shares of
      common stock owned are those “beneficially owned” as determined under the
      rules of the SEC, including any shares of common stock as to which a
      person has sole or shared voting or investment power and any shares of
      common stock which the person has the right to acquire within sixty (60)
      days through the exercise of any option, warrant, or
  right.




2.
            Curtis
      J. Bernhardt is the Managing Member of Jurei, LLC, and, in such capacity,
      may be deemed to have voting and dispositive power over the securities
      held for the account of this
holder.




3.
            Mariano
      L. Bonilla is the Trustee of the Nevada Irrevocable Trust, and, in such
      capacity, may be deemed to have voting and dispositive power over the
      securities held for the account of this
holder.




16




Item
13.  Certain Relationships and Related Transactions, and Director
Independence.




Mr.
Gronquist is our Chief Executive Officer, President, and Chief Financial
Officer.  He also serves as our sole director.  Mr.
Gronquist is not considered to be independent.




Item
14.  Principal Accountant Fees and Services.




For the
years ended December 31, 2008 and 2007, Kelly & Co. (“Kelly”) audited our
financial statements and provided tax return and tax related
services.




The
aggregate fees billed for professional services by Kelly for the years ended
December 31, 2008, and 2007, were as follows:




2008
            
            
            2007Audit
      Fees
            
            $
            27,000
            
            
            $
            9,000Audit
      Related Fees (1)
            
            $
            6,126-
            
            
            
            -0-Tax
      Fees
            
            
            -0-
            
            
            
            -0-All
      Other Fees
            
            
            -0-
            
            
            
            -0-Total
            
            $
            33,126
            
            
            $
            9,000








1      Third
quarter review fees.




It is the
Board’s policy and procedure to approve in advance all audit engagement fees and
terms and all permitted non-audit services provided by our registered public
accounting firm.  We believe that all audit engagement fees and terms
and permitted non-audit services provided by our registered public accounting
firm described in the above table were approved in advance by our
Board.




17


PART
IV
  Item
15.  Exhibits, Financial Statement Schedules.


The
Saint James Company
 (A
Development Stage Company)
  Financial
Statements
 As
of December 31, 2008 and 2007 and
 For
Each of the Two Years in the Period Ended December 31, 2008 and
 for
the Period from January 1, 1999 (Inception of the Current Development
Stage)
 to
December 31, 2008
 18
 
 The
Saint James Company
 (A
Development Stage Company)
  Index
to the Financial Statements
 As
of December 31, 2008 and 2007 and
 For
Each of the Two Years in the Period Ended December 31, 2008
 and
for the Period From January 1, 1999 (Inception of the Current
 Development
Stage) to December 31, 2008
 Financial
      Statements of The Saint James Company (a North Carolina
      Corporation):Report
      of Independent Registered Public Accounting Firm
                F-2Balance
      Sheets as of December 31, 2008 and 2007
                F-3Statements
      of Operations for Each of the Two Years in the Period Ended December 31,
      2008 and the Period from January 1, 1999 (Inception of the Current
      Development Stage) to December 31, 2008
                F-4Statements
      of Shareholders' Deficit for the Period from January 1, 1999 (Inception of
      the Current Development Stage) to December 31, 2008
                F-5Statements
      of Cash Flows for Each of the Two Years in the Period Ended December 31,
      2008 and the Period from January 1, 1999 (Inception of the Current
      Development Stage) to December 31, 2008
                F-6Notes
      to the Financial Statements
                F-8
 
 19
  REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
   To the
Board of Directors and
 Stockholders
of The Saint James Company
 
 We have
audited the accompanying balance sheets of the Saint James Company as of
December 31, 2008 and 2007, and the related statements of operations,
stockholders’ deficit, and cash flows for each of the years in the two-year
period ended December 31, 2008 and for the period from January 1, 1999
(inception of the current Development Stage) to December 31,
2008.  The Saint James Company’s management is responsible for these
financial statements. Our responsibility is to express an opinion on these
financial statements based on our audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
 
 In our
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, 2008 and 2007, and the results of its operations and its cash flows
for each of the years in the two-year period ended December 31, 2008 and for the
period from January 1, 1999 (inception of the current Development Stage) to
December 31, 2008 in conformity with accounting principles generally accepted 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 7 to the
financial statements, the Company’s deficit position and continued operating
losses, the lack of ongoing business operations and the lack of capital that
will be needed to initiate such operations, the need to rely on loans from third
parties and the forbearance of creditors and debt holders to satisfy its
obligations raises substantial doubt as to The Saint James Company’s ability to
continue as a going concern.  The financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.  Management’s plans regarding these matters are also
described in Note 6 to the financial statements.
 
 As
discussed in Note 2 to the financial statements, certain errors resulting in an
understatement of previously reported expenses during the year ended December
31, 2007, were discovered by the Company’s management during
2009.  Accordingly, an adjustment has been made to the deficit
accumulated during the current Development Stage as of December 31, 2007, to
correct the error.
 
 
 //Kelly &
Company//
 Kelly
& Company
 Costa
Mesa, California
 April 15,
2009
   F-2
  The
Saint James Company
 (A
Development Stage Company)
  Balance
Sheets
 As
of December 31, 2008 and 2007
 ASSETSAs
      ofDecember 31,2008
                
                
                2007RestatedAssets:Artwork
                
                
                —
                
                
                
                50,000Total
      assets
                
                
                —
                
                
                
                50,000Total
      assets
                
                $
                —
                
                
                $
                50,000LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilities:Amounts
      due related parties
                
                $
                —
                
                
                $
                61,373Accounts
      payable
                
                
                13,213
                
                
                
                13,213Accrued
      liabilities
                
                
                162,430
                
                
                
                —Notes
      payable and accrued interest
                
                
                177,096
                
                
                
                —Total
      current liabilities
                
                
                352,739
                
                
                
                74,586Total
      liabilities
                
                $
                352,739
                
                
                $
                74,586Stockholders'
      deficit:Common
      stock, $.001 par value, 50,000,000 shares authorized, 11,999,057 shares
      issued and outstanding
                
                $
                11,999
                
                
                $
                11,999Additional
      paid in capital
                
                
                3,734,924
                
                
                
                3,650,579Deficit
      accumulated during the development stage
                
                
                (4,099,662
                )
                
                
                (3,687,164
                )Total
      stockholders' deficit
                
                $
                (352,739
                )
                
                $
                (24,586
                )Total
      liabilities and stockholders' deficit
                
                $
                —
                
                
                $
                50,000
   The
accompanying notes are an integral part of the combined financial statements.
 F-3
  The
Saint James Company
 (A
Development Stage Company)
  Statements
of Operations
 For
Each of the Two Years in the Period Ended December 31, 2008 and
 for
the Period from January 1, 1999 (Inception of the Current Development Stage)
 to
December 31, 2008
 DevelopmentStageJanuary
      1,For
      the Year Ended
                
                
                1999
      toDecember
      31,
                
                
                December
      31,2008
                
                
                2007
                
                
                2008Restated
                
                
                RestatedOperating
      expenses:General
      and administrative
                
                
                360,402
                
                
                
                61,373
                
                
                
                598,994Impairment
      of artwork
                
                
                50,000
                
                
                
                —
                
                
                
                50,000Total
      operating expenses
                
                
                410,402
                
                
                
                61,373
                
                
                
                648,994Loss
      from operations
                
                
                (410,402
                )
                
                
                (61,373
                )
                
                
                (648,994
                )Other
      income (expense):Other
      income
                
                
                —
                
                
                
                28,582
                
                
                
                37,067Interest
      expense
                
                
                (2,096
                )
                
                
                (512
                )
                
                
                (7,503
                )Total
      other income (expense)
                
                
                (2,096
                )
                
                
                28,070
                
                
                
                29,564Net
      loss
                
                $
                (412,498
                )
                
                $
                (33,303
                )
                
                $
                (619,430
                )Loss
      per share - basic and dilutedNet
      loss per share - basic and diluted
                
                $
                (0.03
                )
                
                $
                0.00
                
                
                $
                (0.13
                )Weighted
      average shares outstanding
                
                
                11,999,057
                
                
                
                11,999,057
                
                
                
                4,652,990
   The
accompanying notes are an integral part of the combined financial statements.
 F-4
  The
Saint James Company
 (A
Development Stage Company)
  Statements
of Shareholders' Deficit
 For
the Period from January 1, 1999 (Inception of the Current Development Stage) to
December 31, 2008
 DeficitAccumulatedDuring
      theAdditional
                
                
                CurrentCommon Stock
                
                
                Paid
      In
                
                
                DevelopmentShares
                
                
                Amount
                
                
                Capital
                
                
                Stage
                
                
                TotalBalance,
      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
                
                
                —
                
                
                
                —
                
                
                
                27,239
                
                
                
                —
                
                
                
                27,239Net
      loss
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                (54,644
                )
                
                
                (54,644
                )Balance,
      December 31, 2003
                
                
                999,057
                
                
                
                999
                
                
                
                3,487,807
                
                
                
                (3,572,357
                )
                
                
                (83,551
                )Capital
      contribution
                
                
                —
                
                
                
                —
                
                
                
                10,769
                
                
                
                —
                
                
                
                10,769Net
      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 assets (based on par value, $0.001 per
      share)
                
                
                5,000,000
                
                
                
                5,000
                
                
                
                45,000
                
                
                
                —
                
                
                
                50,000Issuance
      of common stock for services (based on par value, $0.001 per
      share)
                
                
                6,000,000
                
                
                
                6,000
                
                
                
                54,000
                
                
                
                —
                
                
                
                60,000Net
      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 debt by officers
                
                
                —
                
                
                
                —
                
                
                
                53,003
                
                
                
                —
                
                
                
                53,003Net
      loss
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                (33,303
                )
                
                
                (33,303
                )Balance,
      December 31, 2007, Restated
                
                
                11,999,057
                
                
                
                11,999
                
                
                
                3,650,579
                
                
                
                (3,687,164
                )
                
                
                (24,586
                )Company
      expenses paid by significant shareholders
                
                
                —
                
                
                
                —
                
                
                
                80,137
                
                
                
                —
                
                
                
                80,137Grant
      of warrants for services
                
                
                —
                
                
                
                —
                
                
                
                4,208
                
                
                
                —
                
                
                
                4,208Net
      loss
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                (412,498
                )
                
                
                (412,498
                )Balance,
      December 31, 2008
                
                
                11,999,057
                
                
                $
                11,999
                
                
                $
                3,734,924
                
                
                $
                (4,099,662
                )
                
                $
                (352,739
                )
   The
accompanying notes are an integral part of the combined financial statements.
 F-5
  The
Saint James Company
 (A
Development Stage Company)
  Statements
of Cash Flows
 For
Each of the Two Years in the Period Ended December 31, 2008 and
 for
the Period from January 1, 1999 (Inception of the Current Development Stage)
 to
December 31, 2008
 CurrentDevelopmentStage(January
      1,For
      the Years Ended
                
                
                1999
      toDecember
      31,
                
                
                December
      31,2008
                
                
                2007
                
                
                2008)Restated
                
                
                RestatedCash
      flows used in operating activities:Net
      loss
                
                $
                (412,498
                )
                
                $
                (33,303
                )
                
                $
                (619,430
                )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Common
      stock issued for services provided
                
                
                —
                
                
                
                —
                
                
                
                60,000Impairment
      of Artwork
                
                
                50,000
                
                
                
                —
                
                
                
                50,000Gain
      on settlement amount
                
                
                —
                
                
                
                —
                
                
                
                (8,485
                )Warrants
      for services rendered
                
                
                4,208
                
                
                
                —
                
                
                
                4,208Increase
      (decrease) in liabilities:Amounts
      due related parties
                
                
                (61,373
                )
                
                
                61,373
                
                
                
                —Accrued
      expenses
                
                
                162,430
                
                
                
                (71,300
                )
                
                
                116,746Accrued
      interest
                
                
                2,096
                
                
                
                (9,773
                )
                
                
                (2,904
                )Cash
      used in operating activities
                
                
                (255,137
                )
                
                
                (53,003
                )
                
                
                (399,865
                )Cash
      flows provided by financing activities:Notes
      payable
                
                
                175,000
                
                
                
                —
                
                
                
                175,000Contributions
      of shareholders used to pay expenses
                
                
                80,137
                
                
                
                53,003
                
                
                
                224,151Cash
      provided by financing activities
                
                
                255,137
                
                
                
                53,003
                
                
                
                399,151Net
      increase (decrease) in cash
                
                
                —
                
                
                
                —
                
                
                
                (714
                )Cash
      at beginning of period
                
                
                —
                
                
                
                —
                
                
                
                714Cash
      at end of period
                
                $
                —
                
                
                $
                —
                
                
                $
                —
   The
accompanying notes are an integral part of the combined financial
statements.
 F-6
   The
Saint James Company
 (A
Development Stage Company)
  Statements
of Cash Flows
 For
Each of the Two Years in the Period Ended December 31, 2008 and
 for
the Period from January 1, 1999 (Inception of the Current Development Stage)
 to
December 31, 2008
 Supplemental
Disclosure of Cash Flow Information
  CurrentDevelopmentStage(January
      1,1999
      toDecember
      31,
                
                
                December
      31,2008
                
                
                2007
                
                
                2008Restated
                
                
                RestatedCash
      paid during the fiscal years for:Interest
                
                $
                —
                
                
                $
                —
                
                
                $
                —Income
      taxes
                
                $
                —
                
                
                $
                —
                
                
                $
                —Non-Cash
      TransactionsContribution
      of accrued services by owners:Accrued
      expenses
                
                $
                80,137
                
                
                $
                53,003
                
                
                $
                133,140Additional
      paid in capital
                
                $
                (80,137
                )
                
                $
                (53,003
                )
                
                $
                (133,140
                )Issuance
      of shares for artworkArtwork
                
                $
                —
                
                
                $
                —
                
                
                $
                (50,000
                )Common
      stock
                
                $
                —
                
                
                $
                —
                
                
                $
                5,000Additional
      paid in capital
                
                $
                —
                
                
                $
                —
                
                
                $
                45,000Issuance
      of shares in satisfaction of accounts payable:Accounts
      payable
                
                $
                —
                
                
                $
                —
                
                
                $
                (60,000
                )Common
      stock
                
                $
                —
                
                
                $
                —
                
                
                $
                6,000Additional
      paid in capital
                
                $
                —
                
                
                $
                —
                
                
                $
                54,000
   The
accompanying notes are an integral part of the combined financial statements.
 F-7
  The
Saint James Company
 (A
Development Stage Company)
  Notes
to the Financial Statements
 1.
                Organization
  History
  The
Company incorporated as Chem-Waste Corporation in January 1984 in North
Carolina.  From 1984 through 1998, the Company designed, manufactured,
sold and serviced equipment and systems for the treatment of contaminated
insoluble organic materials.  Due to intense competition in their
specific segment of the waste disposal industry the Company elected to
discontinue that business segment’s operations in 1998.
  In 2007,
the Company changed its name to The Saint James Company.  The Company
does not currently have active business operations but has entered into
agreements to acquire and distribute wines produced in Australia and New
Zealand.  See Note 11 - Neqtar Wines and Note 14 - Subsequent
Events.
  2.
                Correction of an
      Error
  In March
2009, the Company discovered that that certain transactions reported in its 2007
financial statements were recorded incorrectly.  Specifically, the
Company had not recorded expenses that had been incurred on its behalf. The
expenses were paid for by related parties that were satisfied in 2008 using the
funds provided by the issuance of the notes payable. The Company has restated
its 2007 financial statements in order to correct the error.  The
effect of the restatement of the 2007 financial statements is as
follows:
  Increase
      in:Amounts
      due related parties
                
                $
                61,373General
      and administrative expenses
                
                $
                61,373
  These
adjustments resulted in a decrease in the Company’s net loss for the year ended
December 31, 2007 of $61,373 and a corresponding increase in the deficit
accumulated during the current development stage.
  3.
                Summary of Significant
      Accounting Policies and
Estimates
  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.
   F-8
  The
Saint James Company
 (A
Development Stage Company)
  Notes
to the Financial Statements
 Reclassification
of Accounts
  Certain
reclassifications have been made to the comparative financial statements as of
December 31, 2007 and for the period then ended and for the period from January
1, 1999 (inception of the current development stage) to December 31, 2007 to
conform to the current year presentation. These reclassifications had no effect
on previously reported results of operations or financial position.
  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
  In
accordance with the requirements of Financial Accounting Standards Board's
(“FASB”) Statement of Financial Accounting Standards ("SFAS") No. 107,
Disclosures about Fair Value of Financial  Instruments, the Company
has determined the estimated fair value of its financial instruments using
available market information and appropriate valuation methodologies. Due to
their short-term maturity, the fair value of financial instruments classified as
current assets and current liabilities approximates their carrying
values.
  Income
Taxes
  Deferred
tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax
bases.  Deferred tax assets, including tax loss and credit
carryforwards, and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled.  The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.  Deferred income tax expense
represents the change during the period in the deferred tax assets and deferred
tax liabilities.  The components of the deferred tax assets and
liabilities are individually classified as current and non-current based on
their characteristics.  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 not be
realized.
  Basic
and Diluted Net Loss per Share
  Basic net
loss per common share is computed by dividing net loss applicable to common
shareholders by the weighted-average number of common shares outstanding during
the period.  Diluted net earnings (loss) per common share is
determined using the weighted-average number of common shares outstanding during
the period, adjusted for the dilutive effect of common stock equivalents,
consisting of shares that might be issued upon
   F-9
  The
Saint James Company
 (A
Development Stage Company)
  Notes
to the Financial Statements
 exercise
of warrants to purchase common shares.  In periods where losses are
reported, the weighted-average number of common shares outstanding excludes
common stock equivalents, because their inclusion would be
anti-dilutive.
  Recent
Accounting Pronouncements
  In June
2006, the Financial Accounting Standards Board (FASB) issued Interpretation No.
48 (FIN 48), “Accounting for Uncertainty in Income Taxes, an interpretation of
FASB Statement No. 109.”  FIN 48 was effective as of January 1, 2007.
Refer to Note 8 for additional information concerning this
standard.
  In
September 2006, FASB Statement No. 157 Fair Value Measurements, or SFAS 157, was
issued.  This Statement defines fair value, establishes a framework
for measuring fair value in generally accepted accounting principles, or GAAP,
and expands disclosures about fair value measurements.  The Statement
is effective July 1, 2008.  This standard will have little or no
impact on our financial statements.
  In
February 2007, FASB Statement No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities, including an amendment of FASB Statement No.
115, or SFAS 159, was issued.  This Statement permits us to choose to
measure many financial instruments and certain other items at fair value. It
also establishes presentation and disclosure requirements.  This
Statement is effective July 1, 2008. This standard will have little or no impact
on our financial statements.
  In
December 2007, the FASB issued SFAS No. 141(R), Business Combinations (SFAS No.
141(R)), which replaces SFAS No. 141, Business Combinations SFAS No. 141(R)
requires an acquirer to recognize the assets acquired, the liabilities assumed,
and any non-controlling interest in the acquiree at the acquisition date,
measured at their fair values as of that date, with limited
exceptions.  This Statement also requires the acquirer in a business
combination achieved in stages to recognize the identifiable assets and
liabilities, as well as the noncontrolling interest in the acquiree, at the full
amounts of their fair values.  SFAS No. 141(R) makes various other
amendments to authoritative literature intended to provide additional guidance
or to confirm the guidance in that literature to that provided in this
Statement.  This Statement applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15,
2008.  The adoption of this accounting pronouncement could have a
significant impact on our financial statements if contemplated business
combinations occur.
   F-10
  The
Saint James Company
 (A
Development Stage Company)
  Notes
to the Financial Statements
 In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements (SFAS No. 160), which amends Accounting
Research Bulletin No. 51, Consolidated Financial Statements, to improve the
relevance, comparability, and transparency of the financial information that a
reporting entity provides in its consolidated financial
statements.  SFAS No. 160 establishes accounting and reporting
standards that require the ownership interests in subsidiaries not held by the
parent to be clearly identified, labeled and presented in the consolidated
statement of financial position within equity, but separate from the parent's
equity.  This statement also requires the amount of consolidated net
income attributable to the parent and to the non-controlling interest to be
clearly identified and presented on the face of the consolidated statement of
income.  Changes in a parent's ownership interest while the parent
retains its controlling financial interest must be accounted for consistently,
and when a subsidiary is deconsolidated, any retained non-controlling equity
investment in the former subsidiary must be initially measured at fair
value.  The gain or loss on the deconsolidation of the subsidiary is
measured using the fair value of any non-controlling equity
investment.  The Statement also requires entities to provide
sufficient disclosures that clearly identify and distinguish between the
interests of the parent and the interests of the non-controlling owners. This
Statement applies prospectively to all entities that prepare consolidated
financial statements and applies prospectively for fiscal years, and interim
periods within those fiscal years, beginning on or after December 15,
2008.  We do not expect the adoption of this accounting pronouncement
to have a significant impact on our financial statements.
  In May
2008, the FASB issued SFAS No. 162 "The Hierarchy of Generally Accepted
Accounting Principles" ("SFAS 162"), which is effective 90 days following the
SEC's approval of the Public Company Oversight Board amendments to AU Section
411, The Meaning of Present Fairly in Conformity With Generally Accepted
Accounting Principles.  SFAS 162 identifies the sources of accounting
principles and the framework for selecting the principles to be used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States (the GAAP hierarchy).  We do not expect the adoption
of this accounting pronouncement to have a significant impact on our financial
statements.
  In early
October 2008, the FASB issued FSP No. 157-3, “Determining the Fair Value of a
Financial Asset When the Market for That Asset is Not Active,” which amended
SFAS No. 157 to illustrate key considerations in determining the fair value of a
financial asset in an inactive market. This FSP was effective for the Company
beginning with the quarter ended September 30, 2008. Its additional guidance was
incorporated in the measurements of fair value of applicable financial assets
disclosed in Note 13 and did not have a material impact on 3M’s consolidated
results of operations or financial condition.
   F-11
  The
Saint James Company
 (A
Development Stage Company)
  Notes
to the Financial Statements
 In
November 2008, the FASB ratified the Emerging Issues Task Force (EITF) consensus
on Issue No. 08-6, “Equity Method Investment Accounting Considerations” (EITF
08-6) which addresses certain effects of SFAS Nos. 141R and 160 on an entity’s
accounting for equity-method investments. The consensus indicates, among other
things, that transaction costs for an investment should be included in the cost
of the equity-method investment (and not expensed) and shares subsequently
issued by the equity-method investee that reduce the investor’s ownership
percentage should be accounted for as if the investor had sold a proportionate
share of its investment, with gains or losses recorded through earnings. For the
Company, EITF 08-6 is effective for transactions occurring after December 31,
2008. The Company does not expect this standard to have a material impact on
3M’s consolidated results of operations or financial condition.
  4.
                Impairment
      Loss
  The
animation cell artwork that the Company originally acquired in 2005 for
5,000,000 shares of its own common stock valued at $0.01 per share was assessed
for recoverability of its carrying value in the year ended December 31, 2008.
The Company’s management determined that an impairment loss of $50,000 had
occurred.  The impairment loss is recorded as a separate line item in
the Statement of Operations for the year ended December 31, 2008.
  5.
                Equity
      Transactions
  On
December 15, 2005, the Company entered into a purchase agreement with The Saint
James LLC Collection, LLC and purchased Limited Edition Animation Cell Art
Collection for 5,000,000 shares of the Company's common stock. The 5,000,000
shares were valued at $0.01 per share.
  On
February 15, 2004, the Company entered into a consulting agreement with Wynthrop
Barrington, Inc.  Wynthrop Barrington, Inc. is in business of
providing management consulting services, security related services and advice
with respect to SEC and NASD rules and regulations, business advisory and
development services, product development services, product marketing and sales
services.  The consulting services obtained from Wynthrop Barrington,
Inc., resulted in $60,000 of accounts payable at February 20, 2005 which were
then paid to the consultant by issuance of the Company stock of 6,000,000 shares
of the Company's common stock at $0.01 per share.
  6.
                Related Party
      Transactions
  As of
December 31, 2006, certain current and former officers, who are still
shareholders, advanced the Company $53,003 to pay for administrative costs
incurred by the Company.  The advances were non-interest bearing and
payable upon demand.  In September 2007, these amounts were forgiven
and recorded by the Company as additional paid in capital.
   F-12
  The
Saint James Company
 (A
Development Stage Company)
  Notes
to the Financial Statements
 7.
                Financial Results,
      Liquidity and Management's
Plan
  The
Company has zero assets at December 31, 2008, current liabilities of $352,739,
an accumulated deficit of $4,099,662 and has incurred a net loss for the year
ended December 31, 2008 of $412,498 and net losses for the period from January
1, 1999 (inception of the current development stage) to December 31, 2008 of
$619,430.  The Company has relied upon loans from third parties and
the forbearance of its creditors to satisfy its obligations.  These
factors raise substantial doubt about the Company's ability to continue as a
going concern.  The Company has not been successful in generating
sufficient working capital through the issuance of common stock or been able to
implement its business plan to effectively sustain ongoing operations. The
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.  In October
2008, the Company entered into an agreement to obtain financing necessary to
acquire an operating business (Note 11 - Neqtar Wines).
  8.
                Notes
      Payable
  Notes
payable at December 31, 2008 consisted of the following:
  Note
      payable, without collateral, interest at 10% per annum, principal and
      interest due in October 2008
                
                $
                150,000Note
      payable, without collateral, interest at 10% per annum, principal and
      interest due in October 2008
                
                
                25,000Total
                
                
                175,000Accrued
      interest
                
                
                2,096Total
      notes payable and accrued interest
                
                $
                177,096
  9.
                Commitments and
      Contingencies
  Legal
Actions
  Certain
conditions may exist as of the date the combined financial statements are
issued, which may result in a loss to the Company, but which will only be
resolved when one or more future events occur or fail to occur.  The
Company's management and its legal counsel assess such contingent liabilities,
and such assessment inherently involves an exercise of judgment. In assessing
loss contingencies related to legal proceedings that are pending against the
Company or unasserted claims that may result in such proceedings, the Company's
legal counsel evaluates the perceived merits of any legal proceedings or
unasserted claims as well as the perceived merits of the amount of relief sought
or expected to be sought therein.
   F-13
  The
Saint James Company
 (A
Development Stage Company)
  Notes
to the Financial Statements
 If the
assessment of a contingency indicates that it is probable that a material loss
has been incurred and the amount of the liability can be estimated, then the
estimated liability would be accrued in the Company's combined financial
statements.  If the assessment indicates that a potentially material
loss contingency is not probable but is reasonably possible, or is probable but
cannot be estimated, then the nature of the contingent liability, together with
an estimate of the range of possible loss if determinable and material, would be
disclosed. Loss contingencies considered remote are generally not disclosed
unless they involve guarantees, in which case the guarantees would be
disclosed.
  10.
                Equity
      Transactions
  Warrants
  In
connection with the acquisition of the rights to acquire Neqtar Wines (Note 11 -
Neqtar Wines), we issued warrants to purchase 120,000 shares of our common
stock.  The warrants have an exercise price of $10.00 per share and
expire in October 2013.
  A summary
of all warrant activity is as follows:
  WeightedAverageNumber
      of
                
                
                ExerciseWarrants
                
                
                PriceOutstanding,
      beginning of the year
                
                
                —
                
                
                $
                —Issued
                
                
                120,000
                
                
                $
                10.00Exercised
                
                
                —
                
                
                $
                —Outstanding,
      end of the year
                
                
                120,000
                
                
                $
                10.00Exercisable,
      end of the year
                
                
                120,000
                
                
                $
                10.00
  11.
                Neqtar
      Wines
  On
October 21, 2008, we entered into a Heads of Agreement (the “HOA”) with Neqtar
Wines PTY LTD (“Neqtar”), pursuant to which Neqtar and we agreed on certain
potential terms of a potential future transaction.  On March 17, 2008,
Neqtar and Samson Investment Company (“Samson”) entered into a letter of intent
(the “LOI”) setting forth certain terms of a proposed acquisition by Samson, or
its nominee, of all of Neqtar’s outstanding shares of common
stock.  On October 20, 2008, we entered into a Designation,
Assignment, and Assumption Agreement with Samson, in which we were designated by
Samson as its nominee under the LOI, and Samson conveyed all of its right,
title, and interest in the same
   F-14
  The
Saint James Company
 (A
Development Stage Company)
  Notes
to the Financial Statements
 to us and
we granted a five-year warrant to Samson to purchase 120,000 shares of our
common stock at a per-share exercise price of $10.00.  As a result of
our designation as Samson’s nominee under the LOI, we entered into preliminary
transaction negotiations with Neqtar, which culminated in the execution of the
HOA.  Pursuant to the HOA, the actions described in items i) through
vi) below have been taken in connection with the potential future transaction
between Neqtar and us:
  i)
                we will own all of the shares of Neqtar’s common
  stock;
 ii)
                we will lease, and eventually may purchase, certain facilities from
      Neqtar;
 iii)
                Neqtar will be obligated to purchase a specified amount of wine from us
      annually;
 iv)
                we will own certain of Neqtar’s
inventory;
 v)
                we will grant Neqtar a security interest in substantially all of our
      assets and thoseassets acquired from Neqtar; andvi)
                we will own certain of Neqtar’s
trademarks.
  In
addition, Neqtar and we expect to make certain representations and warranties to
each other in a definitive transaction document that is standard and customary
in the wine industry for transactions.  The Proposed Neqtar
Transaction is subject to certain conditions precedent, including, but not
limited to, the transfer of certain of SdS Beverages’ assets to Neqtar,
satisfactory completion of certain due diligence regarding Neqtar and the
Proposed Neqtar Transaction, a financing condition, receipt of an independent
appraisal valuing Neqtar’s fair market value not less than $27 million in the
aggregate, and the making of certain revisions to documents between Neqtar and
Fosters.
  In
contemplation of the Proposed Neqtar Transaction or a similar future
transaction, on June 6, 2008 we engaged an investment bank to advise and assist
us in respect of the financing contingency for the Proposed Neqtar
Transaction.
   F-15
  The
Saint James Company
 (A
Development Stage Company)
  Notes
to the Financial Statements
 12.
                Loss Per
      Share
  Basic
loss per share is computed by dividing net loss by the weighted average number
of common shares outstanding during the period. Diluted earnings per share is
computed by dividing net income by the weighted-average number of common shares
and dilutive potential common shares outstanding during the
period.  The computation of basic loss per share and diluted loss per
share is as follows:
  DevelopmentStageFor
      the Year Ended
                
                
                January
      1, 1999December
      31,
                
                
                to
      December 31,2008
                
                
                2007
                
                
                2008Net
      loss
                
                $
                (412,498
                )
                
                $
                (33,303
                )
                
                $
                (619,430
                )Weighted
      average number of common shares outstanding
                
                
                11,999,057
                
                
                
                11,999,057
                
                
                
                4,652,990Net
      loss per share
                
                $
                (0.03
                )
                
                $
                0.00
                
                
                $
                (0.13
                )
  The
following securities were not included in the computation of diluted net loss
per share as the effect would have been anti-dilutive:
  DevelopmentStageFor
      the Year Ended
                  
                  
                  January
      1, 1999December
      31,
                  
                  
                  to
      December 31,2008
                  
                  
                  2007
                  
                  
                  2008Warrants
      to purchase common stock
                  
                  
                  120,000
                  
                  
                  
                  —
                  
                  
                  
                  120,000
 13.
                Income
      Taxes
  At
December 31, 2008, the Company has available unused net operating losses
carryforward that may be applied against future taxable income and that expire
as follows:
  Net
      Operating LossYear of Expiration
                
                Carryforwards2009
                
                
                —2010
                
                
                —2011
                
                
                —2012
                
                
                —2013
      and thereafter
                
                $
                1,022,205Total
                
                $
                1,022,205
 
   F-16
  The
Saint James Company
 (A
Development Stage Company)
  Notes
to the Financial Statements
 A
reconciliation of the US statutory federal income tax rate to the effective tax
rate is as follows:
  DevelopmentStageFor
      the Year Ended
                
                
                January
      1, 1999December
      31,
                
                
                to
      December 31,2008
                
                
                2007
                
                
                2008Tax
      expense at U.S. statutory rate
                
                
                40.9
                %
                
                
                40.9
                %
                
                
                40.9
                %Valuation
      allowance
                
                
                (40.9
                )%
                
                
                (40.9
                )%
                
                
                (40.9
                )%Effective
      income tax rate
                
                
                —
                %
                
                
                —
                %
                
                
                —
                %
  At
December 31, 2008 and 2007, deferred tax assets consisted of the benefit of loss
carryforwards of $240,297 and $84,635, respectively.  It is uncertain
when and if the Company will be able to utilize these carryforwards and
therefore has fully reserved the possible future benefit.  The net
operating loss carryforward expires through the year 2028.
  14.
                Subsequent
      Events
  Effective
as of March 18, 2009, we entered into a multi-party agreement to acquire the
capital stock or assets of three premier New Zealand wineries:  Lawson
Dry Hills, Waimea Estates, and Gravitas Wines.  The closing of the
acquisitions and the transactions contemplated by such agreement is subject to
our satisfactory completion of financial and business due diligence, our receipt
of satisfactory financial statements of each of the wineries (in form and
substance sufficient for our timely inclusion in a further Current Report on
Form 8-K), the parties’ receipt of such financing as is required to consummate
the acquisitions and, thereafter, to operate the acquired businesses in
accordance with our business plan, and standard, usual, and customary closing
conditions.  The various parties will make certain representations and
warranties to each other that are standard and customary in the wine industry
for transactions of this size and magnitude.
  As of
February 15, 2009, we entered into a long-term License Agreement with GreatStone
Wines Pty Ltd (“GreatStone”), pursuant to which GreatStone granted an exclusive,
ten-year, renewable license to us for the names, designs, logos, and trademarks
attached to the Koala Blue Wines in the United States and
Canada.  Koala Blue Wines is a brand founded in 1983 by Olivia Newton
John and Pat Farrar.
   F-17
   INDEX
TO EXHIBITS




Exhibit
              
              Description
      of Exhibit3.1*
              
              Articles
      of Incorporation of the registrant filed with the Secretary of State of
      the State of North Carolina on January 10, 1984.3.1a*
              
              Amendment
      to the Articles of Incorporation of the registrant filed with the
      Secretary of State of the State of North Carolina on July 19,
      1984.3.1b*
              
              Amendment
      to the Articles of Incorporation of the registrant filed with the
      Secretary of State of the State of North Carolina on October 9,
      1984.3.1c*
              
              Amendment
      to the Articles of Incorporation of the registrant filed with the
      Secretary of State of the State of North Carolina on January 15,
      1985.3.1d*
              
              Certificate
      of reduction of stated capital filed of the registrant filed with the
      Secretary of State of the State of North Carolina on December 16,
      1987.3.1e*
              
              Amendment
      to the Articles of Incorporation of the registrant filed with the
      Secretary of State of the State of North Carolina on July 21,
      1988.3.1f*
              
              Amendment
      to the Articles of Incorporation of the registrant filed with the
      Secretary of State of the State of North Carolina on June 29,
      1990.3.1g*
              
              Amendment
      to the Articles of Incorporation of the registrant filed with the
      Secretary of State of the State of North Carolina on December 7,
      2007.3.1h*
              
              Amendment
      to the Articles of Incorporation of the registrant filed with the
      Secretary of State of the State of North Carolina on February 19,
      2009.3.2*
              
              Bylaws
      of the registrant as amended through September 21,
1990.3.2a*
              
              Amendment
      No. 1 to the Bylaws of the registrant as amended through September 21,
      1990.10.1*
              
              Mutual
      Rescission Agreement, effective as of September 30, 2003, between and
      among The Saint James Company, a Delaware corporation (the “Delaware
      Corporation” that, under certain circumstances might have become a
      successor to a North Carolina corporation of the same name), and
      Chih-Chang Chang, Ching-Chou Yang, Tun-Ching Chen, and Yueh-Hui
      Wu.10.2
              
              2006
      Broad-Based Stock Option Plan of the registrant (Effective
      date:  December 10, 2006) (incorporated by reference to the
      registrant’s Current Report on Form 8-K, filed with the Securities and
      Exchange Commission on January 3, 2007).10.3
              
              Resignation
      Agreement and General Release dated September 19, 2008 between Bruce M.
      Cosgrove and the registrant (incorporated by reference to Exhibit 99.3 to
      the registrant’s Current Report on Form 8-K, filed with the Securities and
      Exchange Commission on October 2, 2008).10.4*
              
              Form
      of Registration Rights Agreement, made as of the 10th day of March, 2009,
      by and among the registrant eleven individuals and
    entities.10.5
              
              Heads
      of Agreement dated, October 21, 2008, between Neqtar Limited and the
      registrant (incorporated by reference to Exhibit 10.2 to the registrant’s
      Current Report on Form 8-K, filed with the Securities and Exchange
      Commission on October 27, 2008).
   20
  10.6
              
              Letter
      of Intent to Purchase Neqtar Wines PTY LTD and all Related Real Property
      and Interests of Seller, dated March 17, 2008, between Samson Investment
      Company and Neqtar Wines PTY LTD (incorporated by reference to Exhibit
      10.3 to the registrant’s Current Report on Form 8-K, filed with the
      Securities and Exchange Commission on October 27,
2008).10.7
              
              Designation,
      Assignment, and Assumption Agreement, dated October 20, 2008, between
      Samson Investment Company and the registrant (incorporated by reference to
      Exhibit 10.4 to the registrant’s Current Report on Form 8-K, filed with
      the Securities and Exchange Commission on October 27,
    2008).10.8
              
              Common
      Stock Purchase Warrant of the registrant in favor of Samson Investment
      Company, dated October 20, 2008 (incorporated by reference to Exhibit 10.5
      to the registrant’s Current Report on Form 8-K, filed with the Securities
      and Exchange Commission on October 27, 2008).10.9*
              
              License
      Agreement between GreatStone Wines Pty Ltd and the registrant dated
      January 27, 2009, and executed by February 15, 2009.10.10*
              
              Agreement
      and Plan of Merger, made and entered into as of March 17, 2009, by and
      among Global Management Services, Inc., the registrant, and The Saint
      James New Zealand Wine Company.16.1
              
              Letter
      from Larry O’ Donnell, CPA, P.C., dated November 12, 2008 (incorporated by
      reference to Exhibit 16.1 to the registrant’s Current Report on Form 8-K,
      filed with the Securities and Exchange Commission on November 12,
      2008).21.1*
              
              The
      Saint James New Zealand Wine Company.31.1*
              
              Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to Section
      302 of the Sarbanes-Oxley Act of 2002.32.1*
              
              Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002.











21





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 COMPANYBy:
              /s/ WAYNE
      GRONQUISTWayne
      GronquistPresident,
      Chief Executive Officer, Secretary,
                Chief
      Financial Officer, and DirectorDate: April
      15, 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/s/
      WAYNE GRONQUIST
              
              President,
      Chief Executive Officer,
              
              April
      15, 2009Wayne
      Gronquist
              
              Chief
      Financial Officer, and Director
                (Principal
      Executive Officer and Principal
                Accounting
      Officer)






22




INDEX
TO EXHIBITS




Exhibit
              
              Description
      of Exhibit3.1
              
              Articles
      of Incorporation of the registrant filed with the Secretary of State of
      the State of North Carolina on January 10, 1984.3.1a
              
              Amendment
      to the Articles of Incorporation of the registrant filed with the
      Secretary of State of the State of North Carolina on July 19,
      1984.3.1b
              
              Amendment
      to the Articles of Incorporation of the registrant filed with the
      Secretary of State of the State of North Carolina on October 9,
      1984.3.1c
              
              Amendment
      to the Articles of Incorporation of the registrant filed with the
      Secretary of State of the State of North Carolina on January 15,
      1985.3.1d
              
              Certificate
      of reduction of stated capital filed of the registrant filed with the
      Secretary of State of the State of North Carolina on December 16,
      1987.3.1e
              
              Amendment
      to the Articles of Incorporation of the registrant filed with the
      Secretary of State of the State of North Carolina on July 21,
      1988.3.1f
              
              Amendment
      to the Articles of Incorporation of the registrant filed with the
      Secretary of State of the State of North Carolina on June 29,
      1990.3.1g
              
              Amendment
      to the Articles of Incorporation of the registrant filed with the
      Secretary of State of the State of North Carolina on December 7,
      2007.3.1h
              
              Amendment
      to the Articles of Incorporation of the registrant filed with the
      Secretary of State of the State of North Carolina on February 19,
      2009.3.2
              
              Bylaws
      of the registrant as amended through September 21,
1990.3.2a
              
              Amendment
      No. 1 to the Bylaws of the registrant as amended through September 21,
      1990.10.1
              
              Mutual
      Rescission Agreement, effective as of September 30, 2003, between and
      among The Saint James Company, a Delaware corporation (the “Delaware
      Corporation” that, under certain circumstances might have become a
      successor to a North Carolina corporation of the same name), and
      Chih-Chang Chang, Ching-Chou Yang, Tun-Ching Chen, and Yueh-Hui
      Wu.10.4
              
              Form
      of Registration Rights Agreement, made as of the 10th day of March, 2009,
      by and among the registrant eleven individuals and
    entities.10.9
              
              License
      Agreement between GreatStone Wines Pty Ltd and the registrant dated
      January 27, 2009, and executed by February 15, 2009.10.10
              
              Agreement
      and Plan of Merger, made and entered into as of March 17, 2009, by and
      among Global Management Services, Inc., the registrant, and The Saint
      James New Zealand Wine Company.21.1
              
              The
      Saint James New Zealand Wine Company.31.1
              
              Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to Section
      302 of the Sarbanes-Oxley Act of 2002.32.1
              
              Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002.






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