SECURITIES AND EXCHANGE COMMISSION

                                             Washington, D.C. 20549


                                                    FORM 8-K

                                                 CURRENT REPORT

                                       Pursuant to Section 13 or 15(d) of
                                       the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)  November 13, 1999


                                                CLEARLOGIC, INC.
                         (Exact name of registrant as specified in its charter)


                                              ST. JAMES GROUP, INC.
                                                  (Former Name)

                                                    Delaware
                                 (State or other jurisdiction of incorporation)


         0-24376                                                     33-0612125
(Commission File Number)                      (IRS Employer Identification No.)


41 South Haddon Avenue, Haddonfield, New Jersey                           08033
(Address of principal executive offices)                             (Zip Code)


Registrant's telephone number, including area code:  (856) 547-7844



<PAGE>



Item 1.       Change in Control of Registrant.
Item 2.       Acquisition or Disposition of Assets.

              Pursuant to an Agreement and Plan of Reorganization dated November
13,  1999  (the  "Agreement")  a  wholly  owned  subsidiary  of the  Registrant,
ClearLogic,  Inc.  merged  into  ClearLogic,  Inc.,  a  New  Jersey  Corporation
("Clearlogic")  effective  November 23, 1999 and the Company  issued  11,114,458
shares  to  acquire  all of the  outstanding  shares of  Clearlogic.  Clearlogic
employee  stock options to purchase  905,000 shares were converted in the Merger
to options to purchase 1,635,542 Shares of the Registrant at a price of $.027666
per share. The Registrant  changed its name to Clear- logic, Inc. and Clearlogic
became a wholly owned  subsidiary of the  Registrant.  Officers and directors of
Clearlogic,  Inc.  were  elected  as  the  new  directors  and  officers  of the
Registrant.  Prior  to  the  Closing  the  Registrant  had no  affiliation  with
Clearlogic.  The Registrant  issued 137,900 shares on conversion of a promissory
note and then effected a four-for-one  forward stock split  immediately prior to
the Closing,  resulting in 2,250,000  shares  outstanding  and 15,000,000  total
shares  outstanding  after giving effect to the issuance of shares to ClearLogic
shareholders and the potential exercise of all 1,635,542 option.

              The names of the current  directors and executive  officers of the
Registrant and holders of more than 5% of the outstanding shares of common stock
and the  number of  shares  held and the  percentage  of the  total  issued  and
outstanding  Common Stock (the only voting  security) of the Registrant owned by
each of them are as follows.  The table  includes  only those  options which are
exerciseable within 60 days.

<TABLE>
<CAPTION>
                                                                        Number                     Percentage
                                                                       of Shares                    of Shares
   Name                         Office                                   Owned                        Owned

<S>                          <C>                                         <C>                             <C>
Sina Khelil, CEO and Director(1)                                         7,969,880                       53.1%
Philip Burnham, COO and Director                                           361,446                        2.4%
Najat Khelil(1)                                                          1,084,337                        7.2%
Ronaldo Nascimento, Senior Vice
  President R&D and Director                                               361,446                        2.4%
Doug Schwarzwaelder, Director                                            1,626,506                       10.8%
Jason Costomiris, CTO  361,446                                                2.4%

All officers and directors as
  a group (4 persons)10,680,724                                              71.2%
</TABLE>


(1)           Najat Khelil is the mother of Sina Khelil.  Each disclaims
              beneficial ownership of the shares held by the other.

                                                        2
<PAGE>

Item 7.       Financial Statements, Pro Forma Financial Information
              and Exhibits.

              (a)(b)     The required financial statements and pro forma
financial information are filed herewith.

              (c)        Exhibits

                         2.      Plan of acquisition, reorganization, arrange-
                                 ment, liquidation or succession.

                                 2.1.     Agreement and Plan of Reorganization,
                      dated November 13, 1999, between the
                      Registrant, Clearlogic and Clearlogic
                                Acquisition Corp.

                         3.      Certificate of Incorporation and Bylaws

                             3.3      Amendment to Certificate of Incorporation
                                          changing name to Clearlogic, Inc.

                                                        3
<PAGE>

                                                   SIGNATURES

              Pursuant to the  requirements  of the  Securities  Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

Dated:  November 23, 1999                              CLEARLOGIC, INC.



                                                       By: /s/ Philip Burnham
                                                           Philip Burnham
                                                           COO

                                                        4
<PAGE>

Board of Directors and Stockholders
ClearLogic, Inc.:

We have  audited  the  accompanying  balance  sheet of  ClearLogic,  Inc.  as of
December  31,  1998 and June 30,  1999,  and the related  statements  of income,
retained  earnings,  and cash flows (6/30/99 only) for the year and partial year
then ended.  These financial  statements are the responsibility of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides 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 ClearLogic, Inc. as of December
31, 1998 and June 30, 1999, and the results of its operations and its cash flows
for the year  then  ended  in  conformity  with  generally  accepted  accounting
principles.


August 31, 1999

                                                         5
<PAGE>

                                                 ClearLogic, Inc.

                                                  Balance Sheets
                                        June 30, 1999 and December 31, 1998
<TABLE>

<CAPTION>
                                                                                    6/30/99           12/31/98


Assets
Current Assets
<S>                                                                            <C>                <C>
       Cash                                                                    $        124,892   $       (2,732)
       Accounts Receivable                                                               63,886            12,693
       Prepaid Expenses                                                                  20,554             6,343


                                                                                        209,332            16,304

Property, Plant and Equipment, net                                                      182,672           118,900



Total Assets                                                                            392,004           135,204



Liabilities and Stockholder's Equity

Current Liabilities
       Accounts Payable                                                                  51,800            48,023
       Line of Credit                                                                    30,000            30,000
       Current Portion of Long Term Debt                                                  9,630             9,630
       Accrued Expenses                                                                   5,561
       Current Portion of Capital                                                        61,587             9,388


              Lease Obligations
              Total Current Liabilities                                                 158,578            97,041



Shareholders' Loans                                                                     305,699           152,413
Notes Payable                                                                           190,000
Long Term Debt                                                                           39,293            44,108
Long Term Portion of Capital Lease                                                       19,450            13,661


              Obligations
              Total Liabilities                                                         713,020           307,223



Stockholders' Equity:
       Common Stock, no par value, 20,000,000 shares
       authorized, 6,055,000 issued and outstanding**
       Capital Stock                                                                    106,500           106,000
       Retained Earnings                                                              (427,516)         (278,019)


              Total Stockholders' Equity                                              (321,016)         (172,019)



              Total Liabilities & Stockholders' Equity                                  392,004           135,204
</TABLE>

**Company also has 5,000,000 shares of preferred stock authorized.

                   See accompanying notes to financial statements and
accountants' audit report
                                                         6
<PAGE>

                                                 ClearLogic, Inc.

                                   Statement of Operations and Retained Earnings

                                       Partial Year Ended June 30, 1999 and
                                           Year Ended December 31, 1998


<TABLE>
<CAPTION>
                                                                                1/1/99-6/30/99          1998


<S>                                                                            <C>                <C>
Sales                                                                          $        206,894   $       250,179
(net of allowance 6/30/99 of $3,000)
Cost of Services                                                                        148,064           198,079


Gross Profit                                                                             58,830            52,100

General & Administrative Expenses                                                       194,793           265,392


Operating Profit (Loss)                                                               (135,963)         (213,292)

Other Income (Expense)

Interest Expense                                                                       (13,534)          (25,012)
Other Income                                                                                   6,000


                                                                                       (13,534)          (19,012)



Income (loss) before income taxes                                              $      (149,497)   $     (232,304)



Retained Earnings:

       Balance at beginning of year                                                   (278,019)          (45,715)



       Balance at 6/30/99                                                      $      (427,516)   $     (278,019)
</TABLE>


   See accompanying notes to financial statements and accountants' audit report

                                                         7
<PAGE>

                                                 ClearLogic, Inc.

                                             Statements of Cash Flows

                                            Partial Year Ended 6/30/99



Cash flows from operating activities:
<TABLE>
<CAPTION>
                                                                                                       6/30/99


<S>                                                                                               <C>
Net Income                                                                                        $     (149,497)
Adjustments to reconcile net income to net
cash provided by (used in) operating activities
       Depreciation                                                                                        18,370
       (Increase) decrease in assets:
             Accounts receivable                                                                         (51,193)
             Prepaid expenses                                                                            (14,211)
       Increase (decrease) in liabilities:
             Accounts payable                                                                               3,777
             Accrued expenses                                                                               5,561
             Deferred income taxes


                Total adjustments                                                                        (37,696)


                Net cash provided by
                (used in) operating activities                                                    $     (187,192)



Cash flows used in investing activities:
       Capital expenditures                                                                              (72,601)



             Net cash used in investing activities                                                       (72,601)

Cash flows from financing activities:
       Net proceeds (payments) from borrowings                                                            406,019
       Payments on capital lease obligations                                                             (18,602)



             Net cash provided by (used in)
             financing activities                                                                         387,417



       Net increase in cash                                                                       $       127,624

Cash:
Beginning of year                                                                                         (2,732)


End of year                                                                                       $       124,892
</TABLE>


   See accompanying notes to financial statements and accountants' audit report

                                                         8

<PAGE>
                                                 ClearLogic, Inc.

                                           Notes to Financial Statements

                                        June 30, 1999 and December 31, 1998

(1)    Summary of Significant Accounting Policies

       Description of Business

       ClearLogic,   Inc.  is  an  enterprise  solutions  developer.  They  have
       introduced  to the  marketplace  an Internet  based  electronic  proofing
       system.   Their  initial  focus  for  this  product  are  the  print  and
       advertising industries,  while additionally targeting any enterprise that
       engages  in  proofing/review  of  materials  on a  consistent  basis.  In
       addition,  ClearLogic, Inc. provides security, network administration and
       new  media.  The new media  department  has full range of  services  that
       include video/multimedia production and cutting edge web development.

       Revenue and Cost Recognition

       Software,  security,  network  administration  and new media revenues are
       recognized on the accrual method for financial reporting purposes.

       Direct costs associated with software,  security,  network administration
       and new media revenues include all subcontractor, labor costs and product
       costs and those indirect costs related to product or service performance,
       such as travel expenses.  General and administrative costs are charged to
       expense  as  incurred.  Provision  for  estimated  losses on  uncompleted
       services are made in the period in which such losses are determined.

       Allowance for Doubtful Accounts

       The Company  provides an  allowance  for doubtful  accounts  equal to the
       estimated  losses that may be incurred in the collection of  receivables.
       The estimated  losses are based on a review of the current  status of the
       existing receivables.

       Property and Equipment

       Major  additions  and  improvements  of assets are  capitalized  at cost.
       Maintenance,  repairs, and minor improvements are expensed when incurred.
       The cost and accumulated depreciation of items sold or otherwise disposed
       of are  removed  from the  related  property,  plant  and  equipment  and
       accumulated  depreciation  accounts,  and the  resulting  gain or loss is
       recorded.  Depreciation  is provided on the declining  balance  method at
       rates based on estimated service lives.

       Use of Estimates

       The  preparation  of financial  statements in conformity  with  generally
       accepted accounting  principles requires management to make estimates and
       assumptions  that affect certain  reported amounts and disclosures in the
       financial statements. Accordingly, actual results could differ from those
       estimates.

                                                         9
<PAGE>

                                                 ClearLogic, Inc.

                                           Notes to Financial Statements

(1)    Summary of Significant Accounting Policies, continued

       Income Taxes

       For the period  ending  December  31,  1998,  the  Company  has elected S
       corporation  tax status whereby federal and state taxable income is taxed
       directly to the shareholder.  Accordingly,  no provision for income taxes
       was made in the financial statements for December 31, 1998.

       Income taxes for subsequent periods are accounted for using the asset and
       liability  method,  as  required by  Statement  of  Financial  Accounting
       Standards  No.  109.  Under  this  method,   deferred  income  taxes  are
       recognized for the estimated future tax effects attributable to temporary
       differences   and   carryforwards.   The   measurement  of  deferred  tax
       liabilities and assets is based on provisions of the enacted tax law; the
       effects of future changes in tax laws or rates are not anticipated.

(2)    Property, Plant and Equipment

       Property,  Plant and  Equipment  at June 30, 1999 and  December  31, 1998
consisted of the following:

<TABLE>
<CAPTION>
                                                                                    6/30/99           12/31/98


<S>                                                                            <C>                <C>
       Furniture and Fixtures                                                  $         10,612   $         5,354
       Leasehold Improvements                                                             4,000
       Computer and Office Equipment                                                    118,974            85,712
       Software                                                                          31,334            30,044
       Video Equipment                                                                   69,596            31,263


       Less accumulated depreciation                                                     51,844            33,473


                                                                               $        182,672   $       118,900
</TABLE>



       Depreciation  expense for the  partial  year ended June 30, 1999 and year
       ended December 31, 1998 amounted to $18,370 and $22,870, respectively.

(3)    Long-Term Debt

       Long-term  debt at June 30, 1999 and December  31, 1998  consisted of the
following:

<TABLE>
<CAPTION>
                                                                                    6/30/99           12/31/98


Note  Payable,  Columbia  Savings  Bank,  secured  by  accounts  receivable  and
property,  plant and  equipment.  Payable  in  monthly  principal  and  interest
payments of $1,221.72 to April 1, 2004, with interest,
<S>                      <C>                                                   <C>                <C>
current interest rate at 10.25%                                                $         48,923   $        53,738


                                                                               $         48,923   $        53,738
       Less current maturates                                                             9,630             9,630


                                                                               $         39,293   $        44,108
</TABLE>

                                                        10
<PAGE>

                                                 ClearLogic, Inc.

                                           Notes to Financial Statements

(3)    Long-Term Debt, continued

       Maturates of long-term debt as of June 30, 1999 are as follows:

<TABLE>
<CAPTION>
<S>    <C>                                                                                <C>
       1999 (balance)                                                                     4,815
       2000                                                                               9,630
       2001                                                                               9,630
       2002                                                                               9,630
       2003                                                                               9,630
       2004                                                                               5,589


                                                                                         48,923
</TABLE>

       In addition, the Company has available a $30,000 line of credit; interest
       payable at a rate which  varies  depending  on the  lender's  prime rate;
       secured by accounts  receivable and property,  plant, and equipment.  The
       line of credit is a demand  obligation  and has  outstanding  advances of
       $30,000 and $30,000 at June 30, 1999 and December 31, 1998.

(4)    Leases

       The Company  leases  office space and  equipment  under  long-term  lease
       agreements.  The leases of computer  equipment are  classified as capital
       leases.  The leases  for the office  space are  classified  as  operating
       leases.

       The following is a schedule of future  minimum lease payments for capital
       leases and operating leases as of 6/30/99:

       Year ending December 31:
<TABLE>
<CAPTION>
                                                                                    Capital           Operating
                                                                                    Leases             Leases


<S>    <C>                                                                     <C>                <C>
       1999                                                                    $         42,963   $        49,000
       2000                                                                              54,179            65,250
       2001                                                                               5,491            74,250
       2002                                                                                                32,500


                                                                               $        102,632   $       221,000


       Less interest amount                                                              17,457


       Present value of
       minimum lease payments                                                  $         85,175
</TABLE>



       Rent expense  under the operating  lease totaled  $20,500 and $29,000 for
       the  partial  year  June 30,  1999  and  full  year  December  31,  1998,
       respectively.  The  Company  relocated  its  offices  on May 1,  1999  to
       Haddonfield, NJ.

(5)    Major Customers

       Four  of the  Company's  customers  accounted  for  approximately  59% of
       revenue  as  of  6/30/99.   For  1998,   two   customers   accounted  for
       approximately 47% of revenue.

                                                        11
<PAGE>

                                                 ClearLogic, Inc.

                                           Notes to Financial Statements

(6)    Concentration of Credit Risk

       As  of  June  30,  1999,  the  two  largest  client  receivable  balances
       represented  approximately  77% of the total accounts  receivable.  As of
       December 31, 1998, the two largest client receivable  balances  represent
       approximately 80% of the total accounts receivable.

(7)    Supplemental Cash Flow Information

       Cash paid during the partial  year ended  6/30/99 and yea ended  December
31, 1998 for interest follows:

<TABLE>
<CAPTION>
                                                                                    6/30/99           12/31/98


<S>             <C>                                                                           <C>
       Interest $                                                         7,242               $14,894
</TABLE>


(8)    Commitments and Contingencies

       The Company is subject to lawsuits  and claims  arising out of its normal
       course of business.  The Company has referred all such suits or claims to
       legal counsel, and if appropriate, its insurance carriers. In the opinion
       of legal  counsel  and  management,  there are no lawsuits or claims that
       will have a  material  adverse  effect  upon the  business  or  financial
       position of the Company.

       The  Company is in the  process of  raising  funds to fund their  planned
       extensive  marketing efforts and to meet their working capital needs. The
       notes that are being issued for the funds have a conversion  option.  The
       payee has the right to, prior to the notes maturity,  convert the note to
       capital stock.  The total raised as of the 6/30/99  financial  statements
       was $447,200. The notes issued in 1998 totaled $116,200. All notes issued
       in 1998 have a 36 month maturity date, with 8% interest. The notes issued
       in 1999, as of 6/30/99, totaled $331,000. Of that $331,000, $141,000 have
       an 18 month maturity date and $190,000 have a 24 month maturity date, all
       with 8% interest.


                                                        12

<PAGE>



       The accompanying pro forma financial statements give effect to the merger
(the "Merger") of ClearLogic Acquisition Corp., a wholly-owned subsidiary of the
Company  into  ClearLogic,  Inc. a New  Jersey  corporation  ("ClearLogic")  for
12,750,000  shares of Company Common Stock, or 85% of the outstanding  shares of
Company  Common  Stock.  As a result,  ClearLogic  is  described  for  financial
reporting  purposes to have  acquired  the Company by the  issuance of 2,250,000
shares  for its net  assets  valued at $0.  The  proforma  balance  sheets as of
December 31, 1999 and June 30, 1999 assume the Merger was effected at the end of
the  periods  presented.  The  proforma  income  statements  for the year  ended
December  31, 1998 and the six months  ended June 30, 1999 assume the Merger was
effected as of the end of the periods presented.

                                             Pro Forma Balance Sheet
                                                December 31, 1998

                                                     ASSETS

<TABLE>
<CAPTION>
                                       ClearLogic, Inc.       St. James                              Pro Forma
                                          Historical         Historical          Pro Forma            Balance
                                         Dec. 31, 1998      Dec. 31, 1998       Adjustments           Sheets
Current Assets
<S>                                    <C>                 <C>
    Cash                               $      (2,732)      $                  $                   $      (2,732)
    Prepaid Expenses                            6,343                                                      6,343
    Accounts Receivables                       12,693                                                     12,693
       Total Current Assets            $       16,304      $                  $                   $       16,304

Property, Plant and Equipment, Net     $      118,900      $                  $                   $      118,900

       Total Assets                    $      135,204      $                  $                   $      135,204

                                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
    Accounts Payable                   $       48,023      $        1,941     $   (1,941)(A)      $       48,023
    Line of Credit                             30,000                                                     30,000
    Current Portion of Long
       Term Debt                                9,630                                                      9,630
    Current Portion of Capital
       Lease Obligations                        9,388                                                      9,388
       Total Current Liabilities       $       97,041      $        1,941     $   (1,941)(A)      $       97,041

Shareholders' Loans                    $      152,413      $                  $                   $      152,413
Notes Payable                                      --                                                         --
Long Term Debt                                 44,108                                                     44,108
Long Term Potion of Capital Lease
    Obligations                                13,661                                                     13,661
       Total Liabilities               $      307,223      $                  $                   $      307,223

Stockholders' Equity
Common Stock                           $      106,000      $          425     $  (93,089)(B)      $       13,336
Paid-in Capital                                     0                 821          91,843(B)              92,664
Accumulated Deficit                         (278,019)             (3,187)           3,187(B)           (278,019)
    Total Stockholders' Equity         $    (172,019)      $      (1,941)     $     1,941(B)      $    (172,019)

    Total Liabilities and
      Stockholders' Equity             $      135,204      $                  $                   $      135,204
</TABLE>

                                                       13
<PAGE>

                                           Pro Forma Income Statement
                                          Year Ended December 31, 1998

<TABLE>
<CAPTION>
                                                                                                     Pro Forma
                                                                                 Pro Forma            Balance
                                          ClearLogic          St. James         Adjustments           Sheets

<S>                                    <C>                 <C>                <C>                 <C>
Sales                                  $      250,179      $           --     $           --      $      250,179
Cost of Services                            (198,079)                                                  (198,079)


Gross Profit                                   52,100                                                     52,100

Expenses
    General and Administrative                265,392                 110           (110)(C)             265,392

       Total Expenses                  $      265,392      $          110     $        (110)      $      265,392

Net Operating Income                   $    (213,292)      $        (110)     $       110(C)      $    (213,292)

Other Income
    Interest Expense                         (25,012)                                                   (25,012)
    Other Income                                6,000                                                      6,000
    Forgiveness of Debt
       Total Other Income                    (19,012)                                                   (19,017)

Net Income (Loss)                      $    (232,304)      $                  $                   $    (232,304)
</TABLE>

                                                       14
<PAGE>

                                             Pro Forma Balance Sheet
                                                  June 30, 1999

                                                     ASSETS

<TABLE>
<CAPTION>
                                       ClearLogic, Inc.       St. James                              Pro Forma
                                          Historical         Historical          Pro Forma            Balance
                                         June 30, 1999      June 30, 1999       Adjustments           Sheets
Current Assets
<S>                                    <C>                 <C>
    Cash                               $      124,892      $                  $                   $      124,892
    Prepaid Expenses                           20,554                                                     20,554
    Accounts Receivables                       63,886                                                     63,886
       Total Current Assets            $      209,332      $                  $                   $      209,332

Property, Plant and Equipment, Net     $      182,672      $                  $                   $      182,672

       Total Assets                    $      392,004      $                  $                   $      392,004

                                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
    Accounts Payable                   $       51,800      $        2,021     $   (2,021)(A)      $       51,800
    Line of Credit                             30,000                                                     30,000
    Current Portion of Long
       Term Debt                                9,630                                                      9,630
    Accrued Expenses                            5,561                                                      5,561
    Current Portion of Capital
       Lease Obligations                       61,587                                                     61,587
       Total Current Liabilities       $      158,578      $        2,021     $   (2,021)(A)      $      158,578

Shareholders' Loans                    $      305,699      $                  $                   $      305,699
Notes Payable                                 190,000                                                    190,000
Long Term Debt                                 39,293                                                     39,293
Long Term Portion of Capital Lease
    Obligations                                19,450                                                     19,450
       Total Liabilities               $      713,020      $                  $                   $      713,020

Stockholders' Equity
Common Stock                           $      106,500      $          425     $  (93,089)(B)      $       13,336
Paid-in Capital                                     0                 821          91,843(B)              92,664
Accumulated Deficit                         (427,516)             (3,267)           3,267(B)           (427,516)
    Total Stockholders' Equity         $    (321,016)      $      (2,021)     $     2,021(B)      $    (321,016)

    Total Liabilities and
      Stockholders' Equity             $      392,004      $                  $                   $      392,004
</TABLE>

                                                      15
<PAGE>

                                           Pro Forma Income Statement
                                         Six Months Ended June 30, 1999

<TABLE>
<CAPTION>
                                                                                                     Pro Forma
                                                                                 Pro Forma            Balance
                                          ClearLogic          St. James         Adjustments           Sheets

<S>                                    <C>                 <C>                <C>                 <C>
Sales                                  $      206,894      $           --     $           --      $      206,894
Cost of Services                            (148,064)                                                  (148,064)


Gross Profit                                   58,830                                                     58,830

Expenses
    General and Administrative                194,793                 110              (110)             194,793

       Total Expenses                  $      194,793      $          110     $        (110)      $      194,793

Net Operating Income                   $    (135,963)      $        (110)     $       110(C)      $    (135,963)

Other Income
    Interest Expense                         (13,534)                                                   (13,534)
       Total Other Income                    (13,534)                                                   (13,534)

Net Income (Loss)                      $    (149,497)      $                  $                   $    (149,497)
</TABLE>
                                                       16
<PAGE>

                                          Notes to Proforma Statements

(A)    Represents  $1,941 in accounts  payable to a former officer ($2,021 as of
       June 30, 1999), of which $1,379 was converted to 551,600 shares of Common
       Stock pursuant to the terms of a convertible promissory note and $562 was
       forgiven  ($642 as of June 30, 1999).  All share numbers give effect to a
       four-for-one  stock  split  effected  immediately  before  closing of the
       Merger.
(B) Stockholders' equity is calculated as follows:
<TABLE>
<CAPTION>

                                                                       Paid In      Accumulated
                                        Shares          Amount         Capital        Deficit         Totals



St. James
<S>          <C>   <C>                     <C>                 <C>            <C>         <C>            <C>
  historical 12/31/98                      424,600             425            821         (3,187)        (1,941)

Issuance of Shares
  for debt of $1,379                       137,900             138          1,241                          1,379
    Balance                                562,500             563          2,062         (3,187)          (562)

Forgiveness of debt by
  principal shareholder
  by contribution to capital                                                  562                            562
                                           562,500             563          2,624         (3,187)

Forward stock split                      1,687,500           1,687        (1,687)
    Balance                              2,250,000           2,250            937         (3,187)

ClearLogic Amounts                       7,055,000         106,000             --       (278,019)      (172,019)

Net issuance of shares
  in acquisition
  (12,750,000 - 7,055,000)               5,695,000           5,695        (5,695)

Elimination of St. James Deficit                                          (3,187)           3,187

Transfer of excess capital
  to paid-in-capital                                      (99,970)         99,970
    Balance                             15,000,000          13,336         92,664       (278,017)      (172,019)
</TABLE>
<PAGE>
[{"type": "8-K", "sequence": "1", "description": "ACQUISITION OF CLEARLOGIC", "secsgml_size_bytes": 41654}]
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SECURITIES AND EXCHANGE COMMISSION

                                             Washington, D.C. 20549

                                                    FORM 8-K

                                                 CURRENT REPORT

                                       Pursuant to Section 13 or 15(d) of
                                       the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  November 13, 1999

                                                CLEARLOGIC, INC.
                         (Exact name of registrant as specified in its charter)

                                              ST. JAMES GROUP, INC.
                                                  (Former Name)

                                                    Delaware
                                 (State or other jurisdiction of incorporation)

         0-24376                                                     33-0612125
(Commission File Number)                      (IRS Employer Identification No.)

41 South Haddon Avenue, Haddonfield, New Jersey                           08033
(Address of principal executive offices)                             (Zip Code)

Registrant's telephone number, including area code:  (856) 547-7844
Item 1.       Change in Control of Registrant.
Item 2.       Acquisition or Disposition of Assets.

              Pursuant to an Agreement and Plan of Reorganization dated November
13,  1999  (the  "Agreement")  a  wholly  owned  subsidiary  of the  Registrant,
ClearLogic,  Inc.  merged  into  ClearLogic,  Inc.,  a  New  Jersey  Corporation
("Clearlogic")  effective  November 23, 1999 and the Company  issued  11,114,458
shares  to  acquire  all of the  outstanding  shares of  Clearlogic.  Clearlogic
employee  stock options to purchase  905,000 shares were converted in the Merger
to options to purchase 1,635,542 Shares of the Registrant at a price of $.027666
per share. The Registrant  changed its name to Clear- logic, Inc. and Clearlogic
became a wholly owned  subsidiary of the  Registrant.  Officers and directors of
Clearlogic,  Inc.  were  elected  as  the  new  directors  and  officers  of the
Registrant.  Prior  to  the  Closing  the  Registrant  had no  affiliation  with
Clearlogic.  The Registrant  issued 137,900 shares on conversion of a promissory
note and then effected a four-for-one  forward stock split  immediately prior to
the Closing,  resulting in 2,250,000  shares  outstanding  and 15,000,000  total
shares  outstanding  after giving effect to the issuance of shares to ClearLogic
shareholders and the potential exercise of all 1,635,542 option.

              The names of the current  directors and executive  officers of the
Registrant and holders of more than 5% of the outstanding shares of common stock
and the  number of  shares  held and the  percentage  of the  total  issued  and
outstanding  Common Stock (the only voting  security) of the Registrant owned by
each of them are as follows.  The table  includes  only those  options which are
exerciseable within 60 days.
Number                     Percentage
                                                                       of Shares                    of Shares
   Name                         Office                                   Owned                        Owned
Sina Khelil, CEO and Director(1)                                         7,969,880                       53.1%
Philip Burnham, COO and Director                                           361,446                        2.4%
Najat Khelil(1)                                                          1,084,337                        7.2%
Ronaldo Nascimento, Senior Vice
  President R&D and Director                                               361,446                        2.4%
Doug Schwarzwaelder, Director                                            1,626,506                       10.8%
Jason Costomiris, CTO  361,446                                                2.4%

All officers and directors as
  a group (4 persons)10,680,724                                              71.2%
(1)           Najat Khelil is the mother of Sina Khelil.  Each disclaims
              beneficial ownership of the shares held by the other.

                                                        2
Item 7.       Financial Statements, Pro Forma Financial Information
              and Exhibits.

              (a)(b)     The required financial statements and pro forma
financial information are filed herewith.

              (c)        Exhibits

                         2.      Plan of acquisition, reorganization, arrange-
                                 ment, liquidation or succession.

                                 2.1.     Agreement and Plan of Reorganization,
                      dated November 13, 1999, between the
                      Registrant, Clearlogic and Clearlogic
                                Acquisition Corp.

                         3.      Certificate of Incorporation and Bylaws

                             3.3      Amendment to Certificate of Incorporation
                                          changing name to Clearlogic, Inc.

                                                        3
SIGNATURES

              Pursuant to the  requirements  of the  Securities  Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

Dated:  November 23, 1999                              CLEARLOGIC, INC.

                                                       By: /s/ Philip Burnham
                                                           Philip Burnham
                                                           COO

                                                        4
Board of Directors and Stockholders
ClearLogic, Inc.:

We have  audited  the  accompanying  balance  sheet of  ClearLogic,  Inc.  as of
December  31,  1998 and June 30,  1999,  and the related  statements  of income,
retained  earnings,  and cash flows (6/30/99 only) for the year and partial year
then ended.  These financial  statements are the responsibility of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides 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 ClearLogic, Inc. as of December
31, 1998 and June 30, 1999, and the results of its operations and its cash flows
for the year  then  ended  in  conformity  with  generally  accepted  accounting
principles.

August 31, 1999

                                                         5
ClearLogic, Inc.

                                                  Balance Sheets
                                        June 30, 1999 and December 31, 1998
6/30/99           12/31/98

Assets
Current Assets
Cash                                                                    $        124,892   $       (2,732)
       Accounts Receivable                                                               63,886            12,693
       Prepaid Expenses                                                                  20,554             6,343

                                                                                        209,332            16,304

Property, Plant and Equipment, net                                                      182,672           118,900

Total Assets                                                                            392,004           135,204

Liabilities and Stockholder's Equity

Current Liabilities
       Accounts Payable                                                                  51,800            48,023
       Line of Credit                                                                    30,000            30,000
       Current Portion of Long Term Debt                                                  9,630             9,630
       Accrued Expenses                                                                   5,561
       Current Portion of Capital                                                        61,587             9,388

              Lease Obligations
              Total Current Liabilities                                                 158,578            97,041

Shareholders' Loans                                                                     305,699           152,413
Notes Payable                                                                           190,000
Long Term Debt                                                                           39,293            44,108
Long Term Portion of Capital Lease                                                       19,450            13,661

              Obligations
              Total Liabilities                                                         713,020           307,223

Stockholders' Equity:
       Common Stock, no par value, 20,000,000 shares
       authorized, 6,055,000 issued and outstanding**
       Capital Stock                                                                    106,500           106,000
       Retained Earnings                                                              (427,516)         (278,019)

              Total Stockholders' Equity                                              (321,016)         (172,019)

              Total Liabilities & Stockholders' Equity                                  392,004           135,204
**Company also has 5,000,000 shares of preferred stock authorized.

                   See accompanying notes to financial statements and
accountants' audit report
                                                         6
ClearLogic, Inc.

                                   Statement of Operations and Retained Earnings

                                       Partial Year Ended June 30, 1999 and
                                           Year Ended December 31, 1998
1/1/99-6/30/99          1998
Sales                                                                          $        206,894   $       250,179
(net of allowance 6/30/99 of $3,000)
Cost of Services                                                                        148,064           198,079

Gross Profit                                                                             58,830            52,100

General & Administrative Expenses                                                       194,793           265,392

Operating Profit (Loss)                                                               (135,963)         (213,292)

Other Income (Expense)

Interest Expense                                                                       (13,534)          (25,012)
Other Income                                                                                   6,000

                                                                                       (13,534)          (19,012)

Income (loss) before income taxes                                              $      (149,497)   $     (232,304)

Retained Earnings:

       Balance at beginning of year                                                   (278,019)          (45,715)

       Balance at 6/30/99                                                      $      (427,516)   $     (278,019)
See accompanying notes to financial statements and accountants' audit report

                                                         7
ClearLogic, Inc.

                                             Statements of Cash Flows

                                            Partial Year Ended 6/30/99

Cash flows from operating activities:
6/30/99
Net Income                                                                                        $     (149,497)
Adjustments to reconcile net income to net
cash provided by (used in) operating activities
       Depreciation                                                                                        18,370
       (Increase) decrease in assets:
             Accounts receivable                                                                         (51,193)
             Prepaid expenses                                                                            (14,211)
       Increase (decrease) in liabilities:
             Accounts payable                                                                               3,777
             Accrued expenses                                                                               5,561
             Deferred income taxes

                Total adjustments                                                                        (37,696)

                Net cash provided by
                (used in) operating activities                                                    $     (187,192)

Cash flows used in investing activities:
       Capital expenditures                                                                              (72,601)

             Net cash used in investing activities                                                       (72,601)

Cash flows from financing activities:
       Net proceeds (payments) from borrowings                                                            406,019
       Payments on capital lease obligations                                                             (18,602)

             Net cash provided by (used in)
             financing activities                                                                         387,417

       Net increase in cash                                                                       $       127,624

Cash:
Beginning of year                                                                                         (2,732)

End of year                                                                                       $       124,892
See accompanying notes to financial statements and accountants' audit report

                                                         8
ClearLogic, Inc.

                                           Notes to Financial Statements

                                        June 30, 1999 and December 31, 1998

(1)    Summary of Significant Accounting Policies

       Description of Business

       ClearLogic,   Inc.  is  an  enterprise  solutions  developer.  They  have
       introduced  to the  marketplace  an Internet  based  electronic  proofing
       system.   Their  initial  focus  for  this  product  are  the  print  and
       advertising industries,  while additionally targeting any enterprise that
       engages  in  proofing/review  of  materials  on a  consistent  basis.  In
       addition,  ClearLogic, Inc. provides security, network administration and
       new  media.  The new media  department  has full range of  services  that
       include video/multimedia production and cutting edge web development.

       Revenue and Cost Recognition

       Software,  security,  network  administration  and new media revenues are
       recognized on the accrual method for financial reporting purposes.

       Direct costs associated with software,  security,  network administration
       and new media revenues include all subcontractor, labor costs and product
       costs and those indirect costs related to product or service performance,
       such as travel expenses.  General and administrative costs are charged to
       expense  as  incurred.  Provision  for  estimated  losses on  uncompleted
       services are made in the period in which such losses are determined.

       Allowance for Doubtful Accounts

       The Company  provides an  allowance  for doubtful  accounts  equal to the
       estimated  losses that may be incurred in the collection of  receivables.
       The estimated  losses are based on a review of the current  status of the
       existing receivables.

       Property and Equipment

       Major  additions  and  improvements  of assets are  capitalized  at cost.
       Maintenance,  repairs, and minor improvements are expensed when incurred.
       The cost and accumulated depreciation of items sold or otherwise disposed
       of are  removed  from the  related  property,  plant  and  equipment  and
       accumulated  depreciation  accounts,  and the  resulting  gain or loss is
       recorded.  Depreciation  is provided on the declining  balance  method at
       rates based on estimated service lives.

       Use of Estimates

       The  preparation  of financial  statements in conformity  with  generally
       accepted accounting  principles requires management to make estimates and
       assumptions  that affect certain  reported amounts and disclosures in the
       financial statements. Accordingly, actual results could differ from those
       estimates.

                                                         9
ClearLogic, Inc.

                                           Notes to Financial Statements

(1)    Summary of Significant Accounting Policies, continued

       Income Taxes

       For the period  ending  December  31,  1998,  the  Company  has elected S
       corporation  tax status whereby federal and state taxable income is taxed
       directly to the shareholder.  Accordingly,  no provision for income taxes
       was made in the financial statements for December 31, 1998.

       Income taxes for subsequent periods are accounted for using the asset and
       liability  method,  as  required by  Statement  of  Financial  Accounting
       Standards  No.  109.  Under  this  method,   deferred  income  taxes  are
       recognized for the estimated future tax effects attributable to temporary
       differences   and   carryforwards.   The   measurement  of  deferred  tax
       liabilities and assets is based on provisions of the enacted tax law; the
       effects of future changes in tax laws or rates are not anticipated.

(2)    Property, Plant and Equipment

       Property,  Plant and  Equipment  at June 30, 1999 and  December  31, 1998
consisted of the following:
6/30/99           12/31/98
Furniture and Fixtures                                                  $         10,612   $         5,354
       Leasehold Improvements                                                             4,000
       Computer and Office Equipment                                                    118,974            85,712
       Software                                                                          31,334            30,044
       Video Equipment                                                                   69,596            31,263

       Less accumulated depreciation                                                     51,844            33,473

                                                                               $        182,672   $       118,900
Depreciation  expense for the  partial  year ended June 30, 1999 and year
       ended December 31, 1998 amounted to $18,370 and $22,870, respectively.

(3)    Long-Term Debt

       Long-term  debt at June 30, 1999 and December  31, 1998  consisted of the
following:
6/30/99           12/31/98

Note  Payable,  Columbia  Savings  Bank,  secured  by  accounts  receivable  and
property,  plant and  equipment.  Payable  in  monthly  principal  and  interest
payments of $1,221.72 to April 1, 2004, with interest,
current interest rate at 10.25%                                                $         48,923   $        53,738

                                                                               $         48,923   $        53,738
       Less current maturates                                                             9,630             9,630

                                                                               $         39,293   $        44,108
10
ClearLogic, Inc.

                                           Notes to Financial Statements

(3)    Long-Term Debt, continued

       Maturates of long-term debt as of June 30, 1999 are as follows:
1999 (balance)                                                                     4,815
       2000                                                                               9,630
       2001                                                                               9,630
       2002                                                                               9,630
       2003                                                                               9,630
       2004                                                                               5,589

                                                                                         48,923
In addition, the Company has available a $30,000 line of credit; interest
       payable at a rate which  varies  depending  on the  lender's  prime rate;
       secured by accounts  receivable and property,  plant, and equipment.  The
       line of credit is a demand  obligation  and has  outstanding  advances of
       $30,000 and $30,000 at June 30, 1999 and December 31, 1998.

(4)    Leases

       The Company  leases  office space and  equipment  under  long-term  lease
       agreements.  The leases of computer  equipment are  classified as capital
       leases.  The leases  for the office  space are  classified  as  operating
       leases.

       The following is a schedule of future  minimum lease payments for capital
       leases and operating leases as of 6/30/99:

       Year ending December 31:
Capital           Operating
                                                                                    Leases             Leases
1999                                                                    $         42,963   $        49,000
       2000                                                                              54,179            65,250
       2001                                                                               5,491            74,250
       2002                                                                                                32,500

                                                                               $        102,632   $       221,000

       Less interest amount                                                              17,457

       Present value of
       minimum lease payments                                                  $         85,175
Rent expense  under the operating  lease totaled  $20,500 and $29,000 for
       the  partial  year  June 30,  1999  and  full  year  December  31,  1998,
       respectively.  The  Company  relocated  its  offices  on May 1,  1999  to
       Haddonfield, NJ.

(5)    Major Customers

       Four  of the  Company's  customers  accounted  for  approximately  59% of
       revenue  as  of  6/30/99.   For  1998,   two   customers   accounted  for
       approximately 47% of revenue.

                                                        11
ClearLogic, Inc.

                                           Notes to Financial Statements

(6)    Concentration of Credit Risk

       As  of  June  30,  1999,  the  two  largest  client  receivable  balances
       represented  approximately  77% of the total accounts  receivable.  As of
       December 31, 1998, the two largest client receivable  balances  represent
       approximately 80% of the total accounts receivable.

(7)    Supplemental Cash Flow Information

       Cash paid during the partial  year ended  6/30/99 and yea ended  December
31, 1998 for interest follows:
6/30/99           12/31/98
Interest $                                                         7,242               $14,894
(8)    Commitments and Contingencies

       The Company is subject to lawsuits  and claims  arising out of its normal
       course of business.  The Company has referred all such suits or claims to
       legal counsel, and if appropriate, its insurance carriers. In the opinion
       of legal  counsel  and  management,  there are no lawsuits or claims that
       will have a  material  adverse  effect  upon the  business  or  financial
       position of the Company.

       The  Company is in the  process of  raising  funds to fund their  planned
       extensive  marketing efforts and to meet their working capital needs. The
       notes that are being issued for the funds have a conversion  option.  The
       payee has the right to, prior to the notes maturity,  convert the note to
       capital stock.  The total raised as of the 6/30/99  financial  statements
       was $447,200. The notes issued in 1998 totaled $116,200. All notes issued
       in 1998 have a 36 month maturity date, with 8% interest. The notes issued
       in 1999, as of 6/30/99, totaled $331,000. Of that $331,000, $141,000 have
       an 18 month maturity date and $190,000 have a 24 month maturity date, all
       with 8% interest.

                                                        12
The accompanying pro forma financial statements give effect to the merger
(the "Merger") of ClearLogic Acquisition Corp., a wholly-owned subsidiary of the
Company  into  ClearLogic,  Inc. a New  Jersey  corporation  ("ClearLogic")  for
12,750,000  shares of Company Common Stock, or 85% of the outstanding  shares of
Company  Common  Stock.  As a result,  ClearLogic  is  described  for  financial
reporting  purposes to have  acquired  the Company by the  issuance of 2,250,000
shares  for its net  assets  valued at $0.  The  proforma  balance  sheets as of
December 31, 1999 and June 30, 1999 assume the Merger was effected at the end of
the  periods  presented.  The  proforma  income  statements  for the year  ended
December  31, 1998 and the six months  ended June 30, 1999 assume the Merger was
effected as of the end of the periods presented.

                                             Pro Forma Balance Sheet
                                                December 31, 1998

                                                     ASSETS
ClearLogic, Inc.       St. James                              Pro Forma
                                          Historical         Historical          Pro Forma            Balance
                                         Dec. 31, 1998      Dec. 31, 1998       Adjustments           Sheets
Current Assets
Cash                               $      (2,732)      $                  $                   $      (2,732)
    Prepaid Expenses                            6,343                                                      6,343
    Accounts Receivables                       12,693                                                     12,693
       Total Current Assets            $       16,304      $                  $                   $       16,304

Property, Plant and Equipment, Net     $      118,900      $                  $                   $      118,900

       Total Assets                    $      135,204      $                  $                   $      135,204

                                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
    Accounts Payable                   $       48,023      $        1,941     $   (1,941)(A)      $       48,023
    Line of Credit                             30,000                                                     30,000
    Current Portion of Long
       Term Debt                                9,630                                                      9,630
    Current Portion of Capital
       Lease Obligations                        9,388                                                      9,388
       Total Current Liabilities       $       97,041      $        1,941     $   (1,941)(A)      $       97,041

Shareholders' Loans                    $      152,413      $                  $                   $      152,413
Notes Payable                                      --                                                         --
Long Term Debt                                 44,108                                                     44,108
Long Term Potion of Capital Lease
    Obligations                                13,661                                                     13,661
       Total Liabilities               $      307,223      $                  $                   $      307,223

Stockholders' Equity
Common Stock                           $      106,000      $          425     $  (93,089)(B)      $       13,336
Paid-in Capital                                     0                 821          91,843(B)              92,664
Accumulated Deficit                         (278,019)             (3,187)           3,187(B)           (278,019)
    Total Stockholders' Equity         $    (172,019)      $      (1,941)     $     1,941(B)      $    (172,019)

    Total Liabilities and
      Stockholders' Equity             $      135,204      $                  $                   $      135,204
13
Pro Forma Income Statement
                                          Year Ended December 31, 1998
Pro Forma
                                                                                 Pro Forma            Balance
                                          ClearLogic          St. James         Adjustments           Sheets
Sales                                  $      250,179      $           --     $           --      $      250,179
Cost of Services                            (198,079)                                                  (198,079)

Gross Profit                                   52,100                                                     52,100

Expenses
    General and Administrative                265,392                 110           (110)(C)             265,392

       Total Expenses                  $      265,392      $          110     $        (110)      $      265,392

Net Operating Income                   $    (213,292)      $        (110)     $       110(C)      $    (213,292)

Other Income
    Interest Expense                         (25,012)                                                   (25,012)
    Other Income                                6,000                                                      6,000
    Forgiveness of Debt
       Total Other Income                    (19,012)                                                   (19,017)

Net Income (Loss)                      $    (232,304)      $                  $                   $    (232,304)
14
Pro Forma Balance Sheet
                                                  June 30, 1999

                                                     ASSETS
ClearLogic, Inc.       St. James                              Pro Forma
                                          Historical         Historical          Pro Forma            Balance
                                         June 30, 1999      June 30, 1999       Adjustments           Sheets
Current Assets
Cash                               $      124,892      $                  $                   $      124,892
    Prepaid Expenses                           20,554                                                     20,554
    Accounts Receivables                       63,886                                                     63,886
       Total Current Assets            $      209,332      $                  $                   $      209,332

Property, Plant and Equipment, Net     $      182,672      $                  $                   $      182,672

       Total Assets                    $      392,004      $                  $                   $      392,004

                                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
    Accounts Payable                   $       51,800      $        2,021     $   (2,021)(A)      $       51,800
    Line of Credit                             30,000                                                     30,000
    Current Portion of Long
       Term Debt                                9,630                                                      9,630
    Accrued Expenses                            5,561                                                      5,561
    Current Portion of Capital
       Lease Obligations                       61,587                                                     61,587
       Total Current Liabilities       $      158,578      $        2,021     $   (2,021)(A)      $      158,578

Shareholders' Loans                    $      305,699      $                  $                   $      305,699
Notes Payable                                 190,000                                                    190,000
Long Term Debt                                 39,293                                                     39,293
Long Term Portion of Capital Lease
    Obligations                                19,450                                                     19,450
       Total Liabilities               $      713,020      $                  $                   $      713,020

Stockholders' Equity
Common Stock                           $      106,500      $          425     $  (93,089)(B)      $       13,336
Paid-in Capital                                     0                 821          91,843(B)              92,664
Accumulated Deficit                         (427,516)             (3,267)           3,267(B)           (427,516)
    Total Stockholders' Equity         $    (321,016)      $      (2,021)     $     2,021(B)      $    (321,016)

    Total Liabilities and
      Stockholders' Equity             $      392,004      $                  $                   $      392,004
15
Pro Forma Income Statement
                                         Six Months Ended June 30, 1999
Pro Forma
                                                                                 Pro Forma            Balance
                                          ClearLogic          St. James         Adjustments           Sheets
Sales                                  $      206,894      $           --     $           --      $      206,894
Cost of Services                            (148,064)                                                  (148,064)

Gross Profit                                   58,830                                                     58,830

Expenses
    General and Administrative                194,793                 110              (110)             194,793

       Total Expenses                  $      194,793      $          110     $        (110)      $      194,793

Net Operating Income                   $    (135,963)      $        (110)     $       110(C)      $    (135,963)

Other Income
    Interest Expense                         (13,534)                                                   (13,534)
       Total Other Income                    (13,534)                                                   (13,534)

Net Income (Loss)                      $    (149,497)      $                  $                   $    (149,497)
16
Notes to Proforma Statements

(A)    Represents  $1,941 in accounts  payable to a former officer ($2,021 as of
       June 30, 1999), of which $1,379 was converted to 551,600 shares of Common
       Stock pursuant to the terms of a convertible promissory note and $562 was
       forgiven  ($642 as of June 30, 1999).  All share numbers give effect to a
       four-for-one  stock  split  effected  immediately  before  closing of the
       Merger.
(B) Stockholders' equity is calculated as follows:
Paid In      Accumulated
                                        Shares          Amount         Capital        Deficit         Totals

St. James
historical 12/31/98                      424,600             425            821         (3,187)        (1,941)

Issuance of Shares
  for debt of $1,379                       137,900             138          1,241                          1,379
    Balance                                562,500             563          2,062         (3,187)          (562)

Forgiveness of debt by
  principal shareholder
  by contribution to capital                                                  562                            562
                                           562,500             563          2,624         (3,187)

Forward stock split                      1,687,500           1,687        (1,687)
    Balance                              2,250,000           2,250            937         (3,187)

ClearLogic Amounts                       7,055,000         106,000             --       (278,019)      (172,019)

Net issuance of shares
  in acquisition
  (12,750,000 - 7,055,000)               5,695,000           5,695        (5,695)

Elimination of St. James Deficit                                          (3,187)           3,187

Transfer of excess capital
  to paid-in-capital                                      (99,970)         99,970
    Balance                             15,000,000          13,336         92,664       (278,017)      (172,019)