UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999


                                     0-13738
                             ----------------------
                             Commission File Number


                             THE SAINT JAMES COMPANY
                             -----------------------
             (Exact Name of Registrant as Specified in its Charter)


     North Carolina                                             52-1426581
     --------------                                             ----------
(State of Incorporation)                                (I.R.S. Employer ID No.)

                               1104 Nueces Street
                            ------------------------
                            Austin, Texas 78701-2128
                            ------------------------
                                 (512) 671-3858
                                 --------------
          (Address and Telephone Number of Principal Executive Offices)


         Indicate by check mark whether the  registrant  has filed all documents
and  reports  required  to be filed by  Sections  13 or 15(d) of the  Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter  period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes [ ] No [ X ]

         The number of shares of  Registrant's  Common Stock  outstanding  as of
March 31, 1999, was 999,057.


<PAGE>



                             THE SAINT JAMES COMPANY

                                      INDEX

Part 1.  Financial Information

Item                                                                    Page No.

BALANCE SHEETS                                                              3
         Year Ended December 31, 1998 and
         Three Months Ended March 31, 1999

INCOME STATEMENT                                                            4
         Year Ended December 31, 1998 and
         Three Months Ended March 31, 1999

CASH FLOWS FROM OPERATING ACTIVITIES                                        5
         Year Ended December 31, 1998 and
         Three Months Ended March 31, 1999

RETAINED EARNINGS STATEMENT                                                 6
         Year Ended December 31, 1998 and
         Three Months Ended March 31, 1999

Part 2.  Other Information                                                 12



                                       2

<PAGE>


PART 1.  FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

                             THE SAINT JAMES COMPANY
                                  Balance Sheet


                                       Year Ended         Three Months Ended
                                       December 31 1998   March 31, 1999
                                      ------------------ --------------------
Assets

Current Assets

     Property                         0                  0
     Plant
     Equipment
------------------------------------- ------------------ --------------------
Total Assets                          0                  0
===================================== ================== ====================

Liabilities and Shareholders'
Equity
------------------------------------- ------------------ --------------------
Current Liabilities

     Accrued Interest Payable         1,115.67           278.92
     Total Current Liabilities        1,115.67           278.92
===================================== ================== ====================

Long Term Liabilities

     Interest Payable                 6,392.06           7,507.73
     Judgments Payable                11,156.75          11,156.78
     Total Long
     Term Liabilities                 17,548.81          18,664.48
------------------------------------- ------------------ --------------------
Total Liabilities                     18,664.48          18,943.40
===================================== ================== ====================

Shareholders' Equity

Common Stock                          9,977              999,057
Paid-In Capital
In Excess of Par Value                3,451,590.00       3,460,568.00
------------------------------------- ------------------ --------------------
Sub-Total                             3,460,568.00       3,461,567.00
===================================== ================== ====================
Retained Earnings

     Retained Earnings,
     Restricted                       (11,156.75)        (11,156.75)
     Retained Earnings,
     (Deficit)                        (3,469,074.73)     (3,469,353.65)
------------------------------------- ------------------ --------------------
     Total Retained Earnings          (3,480,231.48)     (3,480,510.40)
------------------------------------- ------------------ --------------------
Total Shareholders' Equity            (18,664.48)        (18,943.40)

===================================== ================== ====================
                                      $0                 $0

*See report and footnotes following tables.


                                       3

<PAGE>

<TABLE>
<CAPTION>


                             THE SAINT JAMES COMPANY
                                Income Statement


                                       Year Ended December 31, 1998       Three Months Ended March 31, 1999
                                      ----------------------------------- -----------------------------------
<S>                                   <C>                                 <C>

Revenues                              0                                   0
------------------------------------- ----------------------------------- -----------------------------------

Operating Expenses

     Interest Expense                 1,115.67                            278.92
     Total Operating Expense          1,115.67                            278.92
------------------------------------- ----------------------------------- -----------------------------------
Net Income (Loss)                     (1,115.67)                          (278.92)
===================================== =================================== ===================================
Earnings Per Share                    Nil                                 Nil
===================================== =================================== ===================================

</TABLE>


*See report and footnotes following tables.











                                       4


<PAGE>

<TABLE>
<CAPTION>


                             THE SAINT JAMES COMPANY
                               Cash Flow Statement


                                      Year Ended December 31, 1998        Three Months Ended March 31, 1999
                                     ----------------------------------- -----------------------------------
<S>                                  <C>                                 <C>

Cash Flows from Operating
  Activities

     Net Income (Loss)                (1,115.67)                          (278.92)
===================================== =================================== ==================================
     Adjustment to Reconcile
     Net Income (Loss) to
     Net Cash Provided by
     Operating Activities             0                                   0
===================================== =================================== ==================================
     Cash Flow Provided
     From Operating
     Activities                       (1,115.67)                          (278.92)
===================================== =================================== ==================================
Cash Flows From Investing
  Activities                          0                                   0
===================================== =================================== ==================================
Cash Flow From Financing
  Activities

     Interest Payable                 1,115.67                            278.92
------------------------------------- ----------------------------------- -----------------------------------

    Cash Flow Provided
    From Financing
    Activities                        0                                   0
------------------------------------- ----------------------------------- -----------------------------------

    Net Increase (Decrease)
    To Cash                           0                                   0
------------------------------------- ----------------------------------- -----------------------------------

     Cash at the Beginning of
     The Period                       0                                   0
------------------------------------- ----------------------------------- -----------------------------------

     Cash at the End of the           0                                   0
     Period
------------------------------------- ----------------------------------- -----------------------------------
</TABLE>


*  See reports and footnotes following tables.







                                       5


<PAGE>


<TABLE>
<CAPTION>

                             THE SAINT JAMES COMPANY
                           Retained Earnings Statement


                                      Year Ended December 31, 1998        Three Months Ended March 31, 1999
                                      ----------------------------------- -----------------------------------
<S>                                   <C>                                 <C>

Balance Beginning of Period,
Before Restricted                     (3,467,959.06)                      (3,469,074.73)

     Net Income (Loss)                    (1,115.67)                            (278.92)
------------------------------------- ----------------------------------- -----------------------------------
     Sub-total                        (3,469,074.73)                      (3,469,353.65)

     Retained Earnings
     Restricted                          (11,156.75)                         (11,156.75)
------------------------------------- ----------------------------------- -----------------------------------

Balance End of Period                 (3,480,231.48)                      (3,480,510.40)
===================================== =================================== ===================================

</TABLE>


*  See report and footnotes following tables.













                                       6


<PAGE>


                             THE SAINT JAMES COMPANY
                          Notes to Financial Statements

Note A:        Summary of Significant Accounting Policies

         Nature of Operations
         --------------------

         The principal  purpose of the company is to design,  manufacture,  sell
and service  equipment and systems for the treatment of  contaminated  insoluble
organic  solid   materials.   The  Company  has  developed  and  marketed  ozone
technologies.

         Property, Plant and Equipment
         -----------------------------

         Property,  plant  and  equipment  have  been  recorded  at cost  and/or
development cost.  Components which were no longer used in testing and marketing
processes were removed from  property,  plant and equipment and written off as a
loss.

         Depreciation
         ------------

         Depreciation  was  computed on the straight  line method for  financial
statement  purposes and the accelerated  method for income tax purposes over the
estimated useful lives of the assets.

         Research and Development Costs
         ------------------------------

         Research and development costs were expensed as incurred.

         Income Taxes
         ------------

         No provision for income taxes,  either  accrued or deferred,  have been
reported in the financial  statements  because the Company has incurred only net
operating losses.

         Earnings (losses) Per Share
         ---------------------------

         The  weighted  average  of  shares   outstanding   method  is  used  in
calculating earnings (losses) per share.

Note B:        Organization of Company

         Chem-Waste  Corporation was incorporated on January 10, 1984, under the
laws of the State of North Carolina.  The charter authorized 20,000,000 share of
common stock with a par value of $1.00 per share.

         On July 19,  1984,  the name of the Company  was  changed to  Radiation
Disposal  Systems,  Inc.,  by amendment to the Charter of  Incorporation  in the
State of North Carolina.

         On September,  13, 1984, the Company was authorized by amendment to the
Articles of Incorporation 1,500,000 preferred stock,  nonvoting,  noncumulative,
$.50 par value per share, 10%  noncumulative  dividend,  callable at 105% of par
value,  and  convertible  into  common  stock on a share  for share  basis.  The
amendment of articles granted the issuance of warrants.

         On October 9, 1984,  the Company was  authorized  by  amendment  to the
Articles of Incorporation to change the par value of the common stock from $1.00
per share to $.001 per share.


                                       7

<PAGE>


         In January 1985, the Company  conducted a public  offering of 2,700,000
common shares for $1.25 per share.  The underwriter was given warrants which are
exercisable  over a four year period  beginning  June 1986, to purchase  270,000
common stock shares at $1.50 per share.

         In June 1987,  100,000  preferred stock shares were converted to common
stock shares on a share for share basis.

         In August 1987, 550,000 preferred stock shares were converted to common
stock shares on a share for share basis.

         On July 1, 1988,  the articles  were amended for denial of  presumptive
rights, "The Shareholders of the Corporation shall have no presumptive rights to
acquire additional or treasury shares of the Corporation."

         In July and September  1988,  the warrants were  exercised at $1.50 per
share for common stock.

         On July 14,  1990,  the Articles of  Incorporation  of the Company were
amended by adding a new Article designed as Article X, to read as follows:

                                    Article X

         To the fullest extent  permitted by the North  Carolina  Business
         Corporation  Act as it  exists or may  hereafter  be  amended,  a
         director of the  Company  shall not be  personally  liable to the
         Company,  its  shareholders or otherwise for monetary damages for
         breach of his duty as a director.  Any repeal or  modification of
         this Article X shall be prospective  only and shall not adversely
         affect any limitation on the personal  liability of a director of
         the Company existing at the time of such repeal of modification.

         On September 21, 1998, 10,000,000 shares of Radiation Disposal Systems,
Inc.,  were  traded  for  1,000,000   authorized   shares  of  Asset  Technology
International, Inc. The shares of Technology International, Inc., were canceled.
At the  time of the  stock  exchange,  Technology  International,  Inc.,  had no
assets, liabilities or capital. The company was completely dormant.

         On October 13, 1998, The Saint James Company was incorporated under the
laws of the State of Delaware. The purpose of the Corporation shall be to engage
in any lawful activities.

         In November 1998,  Radiation Disposal Systems,  Inc.,  exchanged all of
its outstanding shares with The Saint James Company. The effect is to change the
name of Radiation Disposal Systems,  Inc., into The Saint James Company,  and to
change the domicile from the State of North Carolina to the State of Delaware.

         On November 19, 1998, Radiation Disposal Systems,  Inc., was granted an
increase from 20,000,000  common shares par value $.001 authorized to 50,000,000
common shares when authorized par value $.001.

         On November 19, 1998,  the  Articles of  Incorporation  were amended to
allow  for a 20-1  reverse  split of the  common  stock for  Radiation  Disposal
Systems, Inc.

Note C:        Accrued Interest Payable and Interest Payable

         The  Company  has two  judgments  against it (See Note D) that  require
interest to be paid on those judgments.  The accrued interest payable represents
the current  year or period  interest  owed.  The  interest  payable  represents
interest owed from prior years that has not been paid.



                                       8

<PAGE>


Note D:        Judgments Payable (Litigation)

            Thomas  Publishing  Company  holds a consent  judgment  dated May 5,
1995.  The date of the interest as stated in the  judgment is to start  December
13, 1993.

            Sum of Judgment, 18% per annum                  $3,265.00
            Interest prior to December 13, 1993             $1,450.00
            Collection cost, 8% per annum                   $1,178.78
            ---------------------------------------------------------
            Total                                           $5,893.78

            McKinney & Moore,  Inc.,  on February 13, 1993,  received a judgment
against the Company.

            Judgment, 10% per annum                         $3,802.00
            Attorney's fees, 10% per annum                  $1,250.00
            Prejudgment, 10% per annum                      $  211.00
            Total                                           $5,263.00
            ---------------------------------------------------------
              Total of judgments                           $11,156.78


Note E:        Capital Stock

         December 31, 1998 and March 31, 1999

------------------------------------------------- -------------------
Preferred Stock, $.01 par
value per share, 500,000
shares authorized.  No shares
issued and outstanding.                           0
------------------------------------------------- -------------------
Common Stock, authorized
50,000,000 shares with par
value of $.001 per share,
9,977,495 common shares
issued and outstanding                            $9,977
------------------------------------------------- -------------------


Note F:        Retained Earnings Restricted

         Retained  earnings  restricted  represents  the  total  judgments  held
against the Company.  See Note D.

Note G:        Prior Period Adjustments

         Prior period  adjustments  as shown on the  statement of cash flows and
the retained  earnings  statement  represents  changes to  financial  statements
provided by the Company for audit.

Note H:        Going Concern

         As shown on the financial  statements,  the Company has incurred losses
of over $3.4 million from inception to March 31,1999. The ability of the Company
to  continue  as a going  concern is  dependent  upon the success of the plan to
raise  capital  by a merger  with  another  profitable  company.  The  financial
statements  do not include any  adjustments  that might be necessary  should the
Company be unable to continue as a going concern.

                                       9

<PAGE>


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
          OF OPERATIONS.

         The Company had no sales for the three  months  ending  March 31, 1999,
nor for fiscal years 1998 or 1997.

         Historically,  the Company has had few sales of machines and  equipment
utilizing the  application  of waste and water  treatment  technologies  ("Ozone
Technologies"),  and, to date,  the Company has been  unsuccessful  in marketing
machines and equipment that utilize the Ozone Technologies.

         The Company has not been able to generate  sales of its  products,  and
consequently,  the Company  has  incurred  and  continues  to incur  substantial
losses.  The Company  experienced  a net loss of $1,115.67  for the three months
ended March 31,  1999,  compared to $12,619 for the three months ended March 31,
1998 and an overall loss of $1,115.67 for the year ended  December 31, 1998. The
decrease in loss was due to a removal of unused  chemicals  and materials of the
Company and related consultant fees the Company expended in early 1998.

         For the  three  months  ended  March 31,  1999,  the  Company  incurred
operating  expense of $278.92  compared  to $12,030 for the three  months  ended
March 31, 1998. The decrease in administrative expense is due to the substantial
decreases in consulting fees, bad debt and transfer agent fees.

                                    LIQUIDITY

         The Company had no  significant  cash  change  during the three  months
ending  March 31,  1999,  compared to the same period for 1998 or the year ended
December 31,  1998.  At the period  ending  March 31, 1998,  the Company had $28
available  cash,  at the year ended  December 31,  1998,  $0, and for the period
ending March 31, 1999, $0.

         Management  of the  Company  does not foresee  significant  commitments
which will result in identifiable expenses in the Company's immediate future.

         The Company has, to date,  generated no significant  revenues.  Because
the Company has no remaining  funds,  Management  is operating  the Company on a
severely curtailed basis.  Without capital infusion,  through a merger of change
of the course of  business,  the Company will have  insufficient  funds to cover
operational expenses for the remainder of the fiscal year.  Operational expenses
were the cause of the net income (loss) for the year ended December 31, 1998, of
$1,115.67.

                                CAPITAL RESOURCES
         Subsequent to September 30, 1995, and as of March 31, 1999, the Company
has had no significant expenditures for the purchase of materials, machinery and
other testing equipment.

                              RESULTS OF OPERATIONS

         Management does not know of any  significant  revenues or expenses that
the Company will incur during the remainder of the 1999 fiscal year.  Management
does not expect the Company to sell waste disposal  systems during the remainder
of the 1999 fiscal year.


                                       10

<PAGE>


Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         At this  time,  Management  does  not know  the  business  path for the
Company for the next 12 months. Based on the lack of sales during the past three
years, management does not believe that the waste disposal system is marketable.
Management  does not foresee any changes in the  marketplace  that would  create
demand  for the waste  disposal  system.  Management  is  currently  considering
various  restructuring  techniques to maximize shareholder profits,  including a
possible sale of the corporation or a merger,  if a suitable merger candidate is
found.  At this point,  the  Company's  future  business  remains  uncertain and
Management  cannot  make  adequate  disclosures  about  market  risk  until  the
necessary business decisions are made.


                           Part II - OTHER INFORMATION

Item 1.  Legal Proceedings

         There are no material pending legal proceedings to which the Company is
a party or of which any of the Company's property is the subject. However, there
are two judgments outstanding.

         Thomas   Publishing  Co.  filed  a  lawsuit  against  the  Company  for
collection of a past due account in the total of $3,265,  in the District  Court
of Western North  Carolina.  On May 5, 1995, the Company  settled the lawsuit by
signing a Consent Judgment  providing that Thomas  Publishing Co. has a judgment
against  the  Company in the sum of $3,265,  plus  interest at 18% per annum and
collection  cost of  $1,179  plus  interest  of 8% per  annum  from  the date of
Judgment until paid in full,  and court costs.  Because the Company did not have
the financial  resources to pay this  Judgment,  it was not paid as of March 31,
1999.

         McKinney  & Moore,  Inc.,  filed a  lawsuit  against  the  Company  for
collection of a past due account in the total of $3,802,  in the District  Court
of  Henderson  County,  Texas.  On February 25,  1983,  McKinney & Moore,  Inc.,
received a judgment to recover the debt,  attorney  fees of $1,250,  prejudgment
interest of $211, plus interest at 10% per annum from the date of Judgment until
paid in full.  Because the Company did not have the  financial  resources to pay
this Judgment, it was not paid as of March 31, 1999.

Item 2.  CHANGES IN SECURITIES

         None.

Item 3.  DEFAULTS ON SENIOR SECURITIES

         None.

Item 4.  SUBMISSION TO A VOTE OF SECURITY HOLDERS

         None.

Item 5.  OTHER INFORMATION

         On  January  1,  1999,  Rudy De La Garza  resigned  from  the  Board of
Directors and from his position as President and Chief Executive  Officer of the
Company.  Wayne  Gronquist  resigned  as  Executive  Vice  President  and became
President. He is also the Secretary of the Company and is the sole member of the
Board of Directors.


                                       11

<PAGE>


Item 6.  EXHIBITS AND REPORTS ON FORM 8-K


Articles of Incorporation                         1
Bylaws                                            2
Report of Certified Public Accountant             3
Financial Statements and Notes                    4


Item 7.   SUBSEQUENT EVENTS

         None.





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.





The Saint James Company


\s\  Wayne Gronquist                         Date:  1/5/00
     ----------------
     Wayne Gronquist
     Director, President, Secretary











                                       12