**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549




**FORM
      10-QSB/A**




(Mark
      One)




**x
      QUARTERLY REPORT UNDER
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT**


**OF
      1934**




For
      the
      quarterly period ended September 30, 2007




**o
      TRANSITION REPORT UNDER SECTION 13 OR
      15(d) OF THE EXCHANGE ACT**




For
      the
      transition period from ________________ to _______________




0-13738


(Commission
      file number)





**THE
      SAINT JAMES COMPANY**


(Exact
      name of small business issuer as specified in its charter)





NORTH
                CAROLINA
            
            56-1426581(State
                or Other Jurisdiction
            
            (IRS
                Employerof
                Incorporation or Organization)
            
            Identification
                No.)




**Broadway
      Plaza, 520 Broadway, Suite 350, Santa Monica, California
      90401**


(Address
      of Principal Executive Offices)




**(310)
      739-5696**


(Issuer's
      Telephone Number, Including Area Code)




(Former
      Name, Former Address and Former Fiscal Year, If Changed Since Last
      Report)




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




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




State
      the
      number of shares outstanding of each of the issue's classes of common equity,
      as
      of the latest practicable date: As of November 17, 2008, the Company had
      11,999,057 shares of common stock issued and outstanding.




Transitional
      Small Business Disclosure Format (check one): Yes o No x








THE
      SAINT
      JAMES COMPANY


Index





PageNumberPART I.
            FINANCIAL
                INFORMATION
            1Item
                1.
            Financial
                Statements
            1Balance
                Sheet as of September 30, 2007 (unaudited)
            F-1Statements
                of Operations for the three and nine months ended
            F-2September
                30, 2007 and 2006 and the period from January 1, 1999to
                September 30, 2007 (unaudited)Statement
                of Stockholders' (Deficit) Equity for the period
            F-3from
                January 1, 1999 to September 30, 2007 (unaudited)Statements
                of Cash Flows for the nine months ended September 30, 2007
            F-4and
                2006 and the period from January 1, 1999to
                September 30, 2007 (unaudited)Notes
                to Financial Statements (unaudited)
            F-5Item
                2.
            Management's
                Discussion and Analysis or Plan of Operations
            2Item
                3.
            Controls
                and Procedures
            3PART II.
            OTHER
                INFORMATION
            3Item
                1.
            Legal
                Proceedings
            3Item
                2.
            Unregistered
                Sales of Equity and Use of Proceeds
            3Item
                3.
            Defaults
                Upon Senior Securities
            4Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            4Item
                5.
            Other
                Information
            4Item
                6.
            Exhibits
            4SIGNATURES
            
            5





**PART
      I. FINANCIAL INFORMATION**




**ITEM
      1. FINANCIAL STATEMENTS**


1





The
      Saint
      James Company


(A
      Development Stage Company)


Balance
      Sheet





September 30,2007(unaudited)AssetsCash
                and cash equivalents
            
            
            -Other
                assets
            
            
            50,000Total
                assets
            
            $
            50,000Liabilities
                and Stockholders' EquityCurrent
                liabilitiesAccounts
                payable
            
            $
            13,213Total
                current liabilities
            
            
            13,213Commitment
                and contingencies
            
            
            -Stockholders'
                equityCommon
                stock, $0.001 par value; 50,000,000 shares authorized; 11,999,057
                issued
                and outstanding
            
            
            11,999Additional
                paid-in capital
            
            
            3,650,579Deficit
                accumulated during development stage
            
            
            (3,625,791
            )Total
                stockholders' equity
            
            
            36,787Total
                liabilities and stockholders' deficit
            
            $
            50,000





The
      accompanying notes are an integral part of these financial
      statements.


F-1





The
      Saint
      James Company


(A
      Development Stage Company)


Statements
      of Operations





DevelopmentStage - January 1,Three Months Ended
            
            Nine Months Ended
            
            1999 toSeptember 30,
            
            September 30,
            
            September 30,
            
            September 30,
            
            September 30,2007
            
            2006
            
            2007
            
            2006
            
            2007(unaudited)
            
            (unaudited)
            
            (unaudited)
            
            (unaudited)
            
            (unaudited)Sales
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Cost
                of Sales
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Gross
                profit
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Operating
                expensesResearch
                and development
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -General
                and administrative
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            177,220Total
                operating expenses
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            177,220Loss
                from operation
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (177,220
            )Other
                income (expense)Other
                income
            
            
            28,582
            
            
            -
            
            
            28,582
            
            
            -
            
            
            37,067Interest
                expense
            
            
            (171
            )
            
            (171
            )
            
            (512
            )
            
            (512
            )
            
            (5,407
            )Total
                other income (expense)
            
            
            28,411
            
            
            (171
            )
            
            28,070
            
            
            (512
            )
            
            31,660Income
                before taxes
            
            
            28,411
            
            
            (171
            )
            
            28,070
            
            
            (512
            )
            
            (145,560
            )Provision
                for taxes
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Net
                income (loss)
            
            $
            28,411
            
            $
            (171
            )
            $
            28,070
            
            $
            (512
            )
            $
            (145,560
            )Earnings
                (loss) per shares - basic and diluted
            
            $
            *
            
            $
            *
            
            $
            *
            
            $
            *
            
            $
            (0.04
            )Weighted
                average shares outstanding
            
            
            11,999,057
            
            
            11,999,057
            
            
            11,999,057
            
            
            11,999,057
            
            
            3,811,205





*
      Less
      than $(0.01) per share.





The
      accompanying notes are an integral part of these financial
      statements.


F-2





The
      Saint
      James Company


(A
      Development Stage Company)


Statement
      of Stockholders' (Deficit) Equity


September
      30, 2007


(unaudited)





DeficitAccumulatedAdditional
            
            DuringCommon 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 from Funet
            
            
            -
            
            
            -
            
            
            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 from Funet
            
            
            -
            
            
            -
            
            
            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 purchased assets
            
            
            5,000,000
            
            
            5,000
            
            
            45,000
            
            
            -
            
            
            50,000Issuance
                of common stock for purchased services
            
            
            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 Officer Debt
            
            
            -
            
            
            -
            
            
            53,003
            
            
            -
            
            
            53,003Net
                Income
            
            
            -
            
            
            -
            
            
            -
            
            
            28,070
            
            
            28,070Balance,
                September 30, 2007
            
            
            11,999,057
            
            $
            11,999
            
            $
            3,650,579
            
            $
            (3,625,791
            )
            $
            36,787





The
      accompanying notes are an integral part of these financial
      statements.


F-3





The
      Saint
      James Company


(A
      Development Stage Company)


Statements
      of Cash Flows





DevelopmentStage - January 1,Nine Months Ended
            
            1999 toSeptember 30,
            
            September 30,
            
            September 30,2007
            
            2006
            
            2007(unaudited)
            
            (unaudited)
            
            (unaudited)Cash
                flows from operating activitiesNet
                income (loss)
            
            $
            28,070
            
            $
            (512
            )
            $
            (145,560
            )Adjustments
                to reconcile net loss to net cash used by operating
                activities:Common
                stock issued for services
            
            
            -
            
            
            -
            
            
            60,000Gain
                on settlement of judgment
            
            
            (28,582
            )
            
            -
            
            
            (37,067
            )Changes
                in operating assets and liabilitiesIncrease
                in accounts payable
            
            
            -
            
            
            -
            
            
            25,617Increase
                in accrued interest
            
            
            512
            
            
            512
            
            
            5,285Net
                cash used in operating activities
            
            
            -
            
            
            -
            
            
            (91,725
            )Cash
                flows from financing activitiesAdvances
                from related parties
            
            
            -
            
            
            -
            
            
            53,003Capital
                contribution from Funet
            
            
            -
            
            
            -
            
            
            38,008Net
                cash provided by financing activities
            
            
            -
            
            
            -
            
            
            91,011Net
                decrease in cash
            
            
            -
            
            
            -
            
            
            (714
            )Cash
                at beginning of period
            
            
            -
            
            
            -
            
            
            714Cash
                at end of period
            
            $
            -
            
            $
            -
            
            $
            -SUPPLEMENTAL
                NON-CASH INVESTING AND FINANCING ACTIVITIES:Issuance
                of 6,000,000 shares for accounts payable valued at $60,000
            
            $
            -
            
            $
            -
            
            $
            60,000Issuance
                of 5,000,000 shares for artwork valued at $50,000
            
            $
            -
            
            $
            -
            
            $
            50,000





The
      accompanying notes are an integral part of these financial
      statements.


F-4


**THE
      SAINT JAMES COMPANY**


(A
      DEVELOPMENT STAGE COMPANY)




**NOTES
      TO THE FINANCIAL STATEMENTS**


SEPTEMBER
      30, 2007


(Unaudited)




**NOTE
      1 - ORGANIZATION AND LINE OF BUSINESS**




On
      January 10, 1984, the company now known as The Saint James Company (the
      "Company") was incorporated under the laws of the State of North Carolina under
      the name Chem-Waste Corporation (the "Company"). On July 19, 1984, the Company
      changed its name to Radiation Disposal Systems, Inc. and on December 7, 2007,
      to
      its current name. The Company re-entered the development stage on January 1,
      1999 and is currently a development stage company under the provisions of
      Statement of Financial Accounting Standards ("SFAS") No. 7.




The
      Company currently owns a collection of Sericells artwork known as the Ninja
      Turtle Animation Collection. The Company is currently exploring marketing and
      sales opportunities in connection with the artwork.




**NOTE
      2 - BASIS OF PRESENTATION, MANAGEMENT'S PLAN AND SUMMARY OF SIGNIFICANT
      ACCOUNTING POLICIES**




**BASIS
      OF PRESENTATION**




**Interim
      Presentation**




The
      unaudited consolidated financial statements have been prepared by The Saint
      James Company (the "Company"), pursuant to the rules and regulations of the
      Securities and Exchange Commission. The information furnished herein reflects
      all adjustments (consisting of normal recurring accruals and adjustments) which
      are, in the opinion of management, necessary to fairly present the operating
      results for the respective periods. Certain information and footnote disclosures
      normally present in annual financial statements prepared in accordance with
      accounting principles generally accepted in the United States of America have
      been omitted pursuant to such rules and regulations. These financial statements
      should be read in conjunction with the audited financial statements and
      footnotes for the year ended December 31, 2006 included in the Company's Annual
      Report on Form 10-KSB. The results of the nine months ended September 30, 2007
      are not necessarily indicative of the results to be expected for the full year
      ending December 31, 2006.




**Development
      Stage Company**




The
      Company has not earned any significant revenues from its limited operations.
      Accordingly, the Company's activities have been accounted for as those of a
      "Development Stage Enterprise" as set forth is Financial Accounting Standards
      Board Statement No. 7 ("FASB 7"). Among the disclosures required by FASB 7
      are
      that the Company's financial statements be identified as those of a development
      stage company, and that the statements of operation, stockholders' equity
      (deficit) and cash flows disclose activity since the date of the Company's
      inception.


F-5


**Going
      Concern and Management's Plan**




The
      accompanying financial statements have been prepared in conformity with
      accounting principles generally accepted in the United States of America, which
      contemplate continuation of the Company as a going concern. However, the Company
      has no operations and has not established a source of revenue. This matter
      raises substantial doubt about the Company's ability to continue as a going
      concern. These financial statements do not include any adjustments relating
      to
      the recoverability and classification of recorded asset amounts, or amounts
      and
      classification of liabilities that might be necessary should the Company be
      unable to continue as a going concern.




Management
      intends to actively pursue merger candidates that have ongoing operations and
      a
      source of revenue.




**Significant
      Accounting Policies**




**USES
      OF ESTIMATES**




The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reporting amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the date
      of
      the financial statements and the reported amounts of revenues and expenses
      during the periods. Management makes these estimates using the best information
      available at the time the estimates are made; however, actual results could
      differ materially from these estimates.




**COMPREHENSIVE
      INCOME**




SFAS
      No.
      130, Reporting Comprehensive Income, establishes standards for the reporting
      and
      display of comprehensive income and its components in the financial statements.
      During the years ended December 31, 2005 and 2004, the Company did not have
      any
      components of comprehensive income (loss) to report and, accordingly, has not
      included a schedule of comprehensive income in the financial
      statements.




**INCOME
      TAXES**




The
      Company accounts for income taxes in accordance with SFAS No. 109, Accounting
      for Income Taxes. Deferred taxes are provided on the liability method whereby
      deferred tax assets are recognized for deductible temporary differences, and
      deferred tax liabilities are recognized for taxable temporary differences.
      Temporary differences are the differences between the reported amounts of assets
      and liabilities and their tax bases. Deferred tax assets are reduced by a
      valuation allowance when, in the opinion of management, it is more likely than
      not that some portion or all of the deferred tax assets will be realized.
      Deferred tax assets and liabilities are adjusted for the effects of changes
      in
      tax laws and rates on the date of enactment.




**NET
      LOSS PER SHARE**




SFAS
      No.
      128, Earnings per Share, requires dual presentation of basic and diluted
      earnings or loss per share ("EPS") for all entities with complex capital
      structures and requires a reconciliation of the numerator and denominator of
      the
      basic EPS computation to the numerator and denominator of the diluted EPS
      computation. Basic EPS excludes dilution; diluted EPS reflects the potential
      dilution that could occur if securities or other contracts to issue common
      stock
      were exercised or converted into common stock or resulted in the issuance of
      common stock that then shared in the earnings of the entity.


F-6


Basic
      loss per share is computed by dividing net loss applicable to common
      shareholders by the weighted average number of common shares outstanding during
      the period. Diluted loss per share reflects the potential dilution that could
      occur if dilutive securities and other contracts to issue common stock were
      exercised or converted into common stock or resulted in the issuance of common
      stock that then shared in the earnings of the Company, unless the effect is
      to
      reduce a loss or increase earnings per share. The Company had no potential
      common stock instruments which would result in a diluted loss per share.
      Therefore, diluted loss per share is equivalent to basic loss per
      share.




**RECENTLY
      ISSUED ACCOUNTING PRONOUNCEMENTS**




In
      June
      2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in
      Income Taxes - An Interpretation of FASB Statement No. 109, ("FIN 48"). FIN
      48
      clarifies the accounting for uncertainty in income taxes recognized in an
      enterprise's financial statements in accordance with FASB Statement No. 109,
      Accounting for Income Taxes. FIN 48 also prescribes a recognition threshold
      and
      measurement attribute for the financial statement recognition and measurement
      of
      a tax position taken or expected to be taken in a tax return that results in
      a
      tax benefit. Additionally, FIN 48 provides guidance on de-recognition, income
      statement classification of interest and penalties, accounting in interim
      periods, disclosure, and transition. This interpretation is effective for fiscal
      years beginning after December 15, 2006. The Company does not expect the
      application of FIN 48 to have a material affect on its financial
      statements.




In
      September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. This
      statement defines fair value, establishes a framework for measuring fair value
      in generally accepted accounting principles, and expands disclosures about
      fair
      value measurements. This statement applies under other accounting pronouncements
      that require or permit fair value measurements. SFAS 157 is effective for fiscal
      years beginning after November 15, 2007. The Company does not expect the
      application of SFAS No. 157 to have a material affect on its financial
      statements.




In
      September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for Defined
      Benefit Pension and Other Postretirement Plans-An amendment of FASB Statements
      No. 87, 88, 106, and 132(R)". One objective of this standard is to make it
      easier for investors, employees, retirees and other parties to understand and
      assess an employer's financial position and its ability to fulfill the
      obligations under its benefit plans. SFAS No. 158 requires employers to fully
      recognize in their financial statements the obligations associated with
      single-employer defined benefit pension plans, retiree healthcare plans, and
      other postretirement plans. SFAS No. 158 requires an employer to fully recognize
      in its statement of financial position the overfunded or underfunded status
      of a
      defined benefit postretirement plan (other than a multiemployer plan) as an
      asset or liability and to recognize changes in that funded status in the year
      in
      which the changes occur through comprehensive income. This statement also
      requires an employer to measure the funded status of a plan as of the date
      of
      its year-end statement of financial position, with limited exceptions. SFAS
      No.
      158 requires an entity to recognize as a component of other comprehensive
      income, net of tax, the gains or losses and prior service costs or credits
      that
      arise during the period but are not recognized as components of net periodic
      benefit cost pursuant to SFAS No. 87. This statement requires an entity to
      disclose in the notes to financial statements additional information about
      certain effects on net periodic benefit cost for the next fiscal year that
      arise
      from delayed recognition of the gains or losses, prior service costs or credits,
      and transition asset or obligation. The Company is required to initially
      recognize the funded status of a defined benefit postretirement plan and to
      provide the required disclosures for fiscal years ending after December 15,
      2006. Management believes that this statement will not have a significant impact
      on the Company's consolidated financial statements.


F-7


**NOTE
      3 - RELATED PARTY TRANSACTIONS**




As
      of
      June 30, 2003, certain related parties advanced the Company $53,003 to pay
      for
      certain costs incurred by the Company. The advances are non-interest bearing
      and
      are payable upon demand. During the nine months ended September 30, 2007, the
      related parties released the Company of the liability in the amount of $53,003.
      The Company recorded a gain in connection with this release of this
      liability.




**NOTE
      4 - ARTWORK**




On
      December 15, 2005, the Company entered into a purchase agreement with The Saint
      James Collection, LLC and purchased Limited Edition Cell Art Collection or
      Sericells for 5,000,000 shares of the common stock of The Saint James Company.
      The 5,000,000 shares of common stock were valued at $0.01 per share.




**NOTE
      5 - RELEASE FROM LIABILITIES**




During
      the nine months ended September 30, 2007, the Company was released from the
      following liabilities:





Accounts
                payable
            
            $
            12,403Accrued
                judgments
            
            
            5,894Accrued
                interest
            
            
            10,285Total
                released
            
            $
            28,582




The
      amount of $28,852 is shown as a gain on settlement during the three and nine
      months ended September 30, 2007.




**NOTE
      6 – OFFICER CONTRIBUTION**




As
      of
      December 31, 2006, certain related parties advanced the Company $53,003 to
      pay
      for certain costs incurred by the Company. The advances are non-interest bearing
      and are payable upon demand. In September 2007, these amounts were contributed
      to the Company as additional capital.


F-8


**ITEM
      2. Management's Discussion and Analysis or Plan of
      Operations**




The
      following discussion and analysis should be read in conjunction with the our
      financial statements and related footnotes for the years ended December 31,
      2006
      and 2005 included in our Annual Report on Form 10-KSB. The discussion of
      results, causes and trends should not be construed to imply any conclusion
      that
      such results or trends will necessarily continue in the future. This discussion
      contains forward-looking statements that involve risks and
      uncertainties.




During
      the year ended December 31, 2006, we acquired The St. James Company Ninja
      Turtles Animation collection (also referred to as "Dino Cells"), which consisted
      of a number of production cells, pencil drawings, hand painted backgrounds
      and
      hand-painted pan backgrounds.




Currently,
      management does not anticipate any circumstances in which we will produce
      revenues or acquire assets. Management is seeking a potential merger candidate
      or purchaser for us to minimize the shareholders' loss.




**RESULTS
      OF OPERATIONS**




*For
      the three months ended September 30, 2007 compared to the three months ended
      September 30, 2006*




During
      the three months ended September 30, 2007 and 2006, we did not incur any general
      and administrative expenses. We have had no operations, due to a lack of
      funding.




During
      the three months ended September 30, 2007, the Company incurred a net income
      of
      $28,411 compared to a net loss of $171 for the three months ended September
      30,
      2006. The net income we recognized was the result of a gain of $81,585
      recognized as the result of the release of debt as discussed below.




*For
      the nine months ended September 30, 2007 compared to the nine months ended
      September 30, 2006*




During
      the nine months ended September 30, 2007 and 2006, we did not incur any general
      and administrative expenses. We have had no operations, due to a lack of
      funding.




During
      the nine months ended September 30, 2007, the Company recognized a net income
      of
      $28,070 compared to a net loss of $512 for the nine months ended September
      30,
      2006. The net income was a result of a gain of $28,582 recognized on the release
      of debt consisting of accounts payable of $12,403, an accrued judgment of $5,894
      and accrued interest of $10,285.




**FINANCIAL
      CONDITION AND LIQUIDITY**




At
      September 30, 2007, the Company had no cash or cash equivalents. At September
      30, 2007, the Company had total assets of $50,000, consisting of the art work
      acquired in December 2005. At September 30, 2007, the Company had liabilities
      of
      $13,213, all current. During the nine months ended September 30, 2007, the
      Company did not use or receive funds through either its investing or financing
      activities.


2


Consequently,
      we are now dependent on raising additional equity and, or, debt to fund any
      negotiated settlements with our outstanding creditors and meet our ongoing
      operating expenses. There is no assurance that we will be able to raise the
      necessary equity and, or, debt that we will need to be able to negotiate
      acceptable settlements with our outstanding creditors or fund our ongoing
      operating expenses. There can be no assurances that we will be able to raise
      such funds.




**CAPITAL
      RESOURCES**




We
      had no
      capital resources at September 30, 2007.




**ITEM
      3. 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
      Securities and Exchange Commission'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 our 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.




We
      carried out an evaluation, under the supervision and with the participation
      of
      our management, including our Principal Executive Officer and our Principal
      Financial Officer, of the effectiveness of the design and operation of our
      disclosure controls and procedures as of the end of the period covered by this
      report. Based on the foregoing, our Principal Executive Officer and our
      Principal Financial Officer concluded that our disclosure controls and
      procedures were effective at the reasonable assurance level.




There
      has
      been no change in our internal controls over financial reporting during our
      most
      recent fiscal quarter that has materially affected, or is reasonably likely
      to
      materially affect, our internal controls over financial reporting.




**PART
      II. OTHER INFORMATION**




**ITEM
      1. LEGAL PROCEEDINGS**




None.




**ITEM
      2. UNREGISTERED SALES OF EQUITY AND USE OF PROCEEDS**




None.


3


**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES**




None.




**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**




None.




**ITEM
      5. OTHER INFORMATION**




None.




**ITEM
      6. EXHIBITS**




*Exhibits* .
      The
      following is a complete list of exhibits filed as part of this Form 10-QSB/A.
      Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601
      of
      Regulation S-B.




Exhibit
      31.1 Certification of Chief Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act




Exhibit
      32.1 Certification of Principal Executive Officer pursuant to Section 906 of
      the
      Sarbanes-Oxley Act


4


**SIGNATURES**




In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.




**THE
      SAINT JAMES COMPANY**





November
                18, 2008
            By:
            /s/
                Wayne GronquistWayne
                Gronquist, President