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 SEPTEMBER 30, 1999


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


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


 Delaware                                                         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)

                                   Copies to:
                              Courtneay Draker, Esq
                       Schroeder, Walthall and Nevill, LLP
                              1100 Louisiana Street
                                   Suite 4850
                                Houston, TX 77002
                              Phone: (713) 654-9100

         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
September 30, 1999, was 999,057.


                                       2
<PAGE>

                             THE SAINT JAMES COMPANY

                                      INDEX

Part 1.  Financial Information

Item                                                                Page No.

BALANCE SHEETS                                                         3
         Nine Months Ended September 30, 1999
         and December 31, 1998

STATEMENT OF OPERATIONS                                                5
         Three Months Ended September 30, 1999
         Three Months Ended September 30, 1998
         Nine Months Ended September 30, 1999
         Nine Months Ended September 30, 1998

STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY                           6

STATEMENT OF CASH FLOWS                                                8
         Three Months Ended September 30, 1999
         Three Months Ended September 30, 1998
         Nine Months Ended September 30, 1999
         Nine Months Ended September 30, 1998

         Year Ended December 31, 1998
         Year Ended December 31, 1997
         January 7, 1993 (Inception) to September 30, 1999


Part 2.  Other Information                                            16




                                       2

<PAGE>


PART 1.   FINANCIAL INFORMATION

Item 1.   FINANCIAL STATEMENTS

                             THE SAINT JAMES COMPANY
                                  Balance Sheet

--------------------------------------------------------------------------------
                               Nine Months Ended             Year Ended
                               September 30, 1999         December 31, 1998
--------------------------------------------------------------------------------
Current Assets                        $     0                  $       0
---------------------------  -----------------------  --------------------------
     Total Current Assets                   0                          0
===========================  =======================  ==========================
Other Assets                                0                          0
---------------------------  -----------------------  --------------------------
     Total Other Assets                     0                          0
===========================  =======================  ==========================
     Total Assets                           0                          0
===========================  =======================  ==========================

                      LIABILITIES AND STOCKHOLDERS' EQUITY
-------------------------------------- -----------------------------------------
                               Nine Months Ended             Year Ended
                               September 30, 1999         December 31, 1998
--------------------------------------------------------------------------------
CURRENT LIABILITIES
---------------------------  -----------------------  --------------------------
   Accrued Interest Payable               837                      1,116
  (Note C)
---------------------------  -----------------------  --------------------------
TOTAL CURRENT
LIABILITIES                               837                      1,116
===========================  =======================  ==========================
LONG TERM
LIABILITIES
---------------------------  -----------------------  --------------------------
   Interest Payable                     7,508                      6,392
  (Note C)
---------------------------  -----------------------  --------------------------
   Judgments Payable                   11,157                     11,157
  (Note D)
---------------------------  -----------------------  --------------------------
TOTAL LONG TERM
LIABILITIES                            18,665                     17,549
===========================  =======================  ==========================
Total Liabilities                      19,502                     18,665
===========================  =======================  ==========================
STOCKHOLDERS'
EQUITY (NOTE E)
---------------------------  -----------------------  --------------------------
   Common stock, $.001
   Par value authorized
   50,000,000 shares issued
   and outstanding at
   December 31, 1998 -
   999,057 shares
   September 30, 1999 -
   999,057 shares                $        999               $        999
---------------------------  -----------------------  --------------------------
   Additional Paid In
   Capital                          3,460,568                  3,460,568
---------------------------  -----------------------  --------------------------
        SUB-TOTAL                   3,461,567                  3,461,567
---------------------------  -----------------------  --------------------------
   Retained Earnings
   Restricted                         (11,157)                   (11,157)
---------------------------  -----------------------  --------------------------
   Retained Earnings
   Deficit                         (3,469,912)                (3,469,075)
---------------------------  -----------------------  --------------------------
        Total Retained
        Earnings                   (3,481,069)                (3,480,232)
---------------------------  -----------------------  --------------------------
TOTAL STOCKHOLDERS'
EQUITY                                (19,502)                   (18,665)
===========================  =======================  ==========================
TOTAL LIABILITIES
AND STOCKHOLDERS'
EQUITY                                      0                          0
===========================  =======================  ==========================


*See report and footnotes following tables.

                                       3

<PAGE>



                             THE SAINT JAMES COMPANY
                          (A Development Stage Company)

                             Statement of Operations

--------------------------------------------------------------------------------
                     Three Months   Three Months   Nine Months    Nine Months
                     Ended          Ended          Ended          Ended
                     September 30,  September 30,  September 30,  September 30,
                     1999           1998           1999           1998
-------------------  -------------  -------------  -------------  --------------
REVENUE                 $     0        $     0        $     0        $      0
-------------------  -------------  -------------  -------------  --------------
EXPENSES
-------------------  -------------  -------------  -------------  --------------
  General,
  Selling and
  Admin.                    279            279            837             837
-------------------  -------------  -------------  -------------  --------------
  Judgment                    0              0              0               0
-------------------  -------------  -------------  -------------  --------------
  Loss from
  Discounted
  Operations                  0              0              0               0
-------------------  -------------  -------------  -------------  --------------
    Total
    Expenses                279            279            837             837
===================  =============  =============  =============  ==============
Net Profit/Loss(-)         (279)          (279)          (837)           (837)
-------------------  -------------  -------------  -------------  --------------
Net Profit/Loss (-)
per Weighted Share
(Note A)                 (.0002)        (.0002)        (.0008)         (.0008)
-------------------  -------------  -------------  -------------  --------------
Weighted Average
Number of
Common Shares
Outstanding             999,057        999,057        999,057         999,057
-------------------  -------------  -------------  -------------  --------------


*See report and footnotes following tables.



                                       4

<PAGE>


                             THE SAINT JAMES COMPANY
                          (A Development Stage Company)

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                  --------------------------------------------

                                               COMMON STOCK
--------------------------------------------------------------------------------
                                      Shares                  Amount
----------------------------  ----------------------  ----------------------
Balance, December 31, 1997          9,977,495              $     9,977
----------------------------  ----------------------  ----------------------
September 21, 1998
Issued Shares in Stock Trade       10,000,000                  +10,000
----------------------------  ----------------------  ----------------------
November 19, 1998 20:1
Reverse Stock Split               (18,978,620)                 (18,979)
----------------------------  ----------------------  ----------------------
November 19, 1998 Shares
Issued from Rounding                     +182                       +1
----------------------------  ----------------------  ----------------------
Net Loss Year Ended
December 31, 1998
----------------------------  ----------------------  ----------------------
Balance,
December 31, 1998                     999,057                      999
----------------------------  ----------------------  ----------------------
Net Loss,
January 1, 1999 to
September 30, 1999
----------------------------  ----------------------  ----------------------
Balance,
September 30, 1999                    999,057                      999
----------------------------  ----------------------  ----------------------


--------------------------------------------------------------------------------
                        Additional Paid-In  Retained Earnings  Retained Earnings
                        Capital             Restricted         Deficit
----------------------  ------------------  -----------------  -----------------
Balance,
December 31, 1997           $ 3,451,590        ($  11,157)       ($ 3,467,959)
----------------------  ------------------  -----------------  -----------------
September 21, 1998
Issued Shares in Stock
Trade                           (10,000)
----------------------  ------------------  -----------------  -----------------
November 19, 1998 20:1
Reverse Stock Split             +18,979
----------------------  ------------------  -----------------  -----------------
November 19, 1998
Share Issued From
Rounding                             (1)
----------------------  ------------------  -----------------  -----------------
Net Loss Year Ended
December 31, 1998                                                      (1,116)
----------------------  ------------------  -----------------  -----------------
Balance December 31,
1999                          3,460,568           (11,157)         (3,469,075)
----------------------  ------------------  -----------------  -----------------
Net Loss,
January 1, 1999
To September 30, 1999                                                    (837)
----------------------  ------------------  -----------------  -----------------
Balance,
September 30, 1999            3,460,568           (11,157)         (3,469,912)
----------------------  ------------------  -----------------  -----------------
*See report and footnotes following tables.

                                       5

<PAGE>



                             THE SAINT JAMES COMPANY
                          (A Development Stage Company)

                             STATEMENT OF CASH FLOWS
                             -----------------------

--------------------------------------------------------------------------------
                   Three Months     Three Months   Nine Months    Nine Months
                   Ended            Ended          Ended          Ended
                   September 30,    September 30,  September 30,  September 30,
                   1999             1998           1999           1998
-----------------  ---------------  -------------  -------------  -------------
Cash Flows from
Operating
Activities              (279)           (279)          (837)          (837)
-----------------  ---------------  -------------  -------------  -------------
     Net Loss
     Adjustment
     To
     Reconcile
     Net Cash
     Provided by
     Operating
     Activities            0               0              0              0
-----------------  ---------------  -------------  -------------  -------------
Changes in Assets
and Liabilities
-----------------  ---------------  -------------  -------------  -------------
     Increase in
     Current and
     Long-Term
     Liabilities        +279            +279           +837           +837
-----------------  ---------------  -------------  -------------  -------------
Net Cash Used in
Operating
Activities                 0               0              0              0
-----------------  ---------------  -------------  -------------  -------------
Cash Flows From
Investing
Activities                 0               0              0              0
-----------------  ---------------  -------------  -------------  -------------
Cash Flows From
Financing
Activities
-----------------  ---------------  -------------  -------------  -------------
     Issuance of
     Common
     Stock                 0               0              0              0
-----------------  ---------------  -------------  -------------  -------------
Net Increase
(Decrease) in
Cash                       0               0              0              0
-----------------  ---------------  -------------  -------------  -------------
Cash, Beginning
of Period                  0               0              0              0
-----------------  ---------------  -------------  -------------  -------------
Cash, End of
Period                     0               0              0              0
-----------------  ---------------  -------------  -------------  -------------


*See report and footnotes following tables.

                                       6

<PAGE>

-----------------------------------------------------------------------
                         Year Ended    Year Ended    January 7, 1993
                         December 31,  December 31,  (Inception) to
                         1998          1997          September 30, 1999
-----------------------  ------------  ------------  ------------------
Cash Flows From
Operation Activities
-----------------------  ------------  ------------  ------------------
     Net Loss              ($1,116)       (1,275)        (3,481,069)
-----------------------  ------------  ------------  ------------------
     Adjustment to
     Reconcile Net
     Loss to Net
     Cash Provided
     By Operating
     Activities                  0             0                  0
-----------------------  ------------  ------------  ------------------
Changes in Assets and
Liabilities

-----------------------  ------------  ------------  ------------------
     Increase In
     Current and
     Long-Term
     Liabilities            +1,116        +1,275             +19,502
-----------------------  ------------  ------------  ------------------
Net Cash Used in
Operating Activities             0             0          (3,461,567)
-----------------------  ------------  ------------  ------------------
Cash Flows From
Investing Activities             0             0                   0
-----------------------  ------------  ------------  ------------------
Cash Flows From
Financing Activities
-----------------------  ------------  ------------  ------------------
     Issuance of
     Common Stock                0             0           3,461,567
-----------------------  ------------  ------------  ------------------
Net Increase (Decrease)
in Cash                          0             0                   0
-----------------------  ------------  ------------  ------------------
Cash, Beginning of
Period                           0             0                   0
-----------------------  ------------  ------------  ------------------
Cash, End of Period              0             0                   0
-----------------------  ------------  ------------  ------------------

*See report and footnotes following tables.

                                       7

<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.

                                       8

<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.

                                       9

<PAGE>

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.

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 - Judgment  #1                               $ 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 - Judgment #2                                $ 5,263.00
         -------------------------------------------------------------
         Total of judgments #1 and #2                       $11,156.78


Note E:   Capital Stock

     December 31, 1998 and September 20, 1999

     Preferred Stock, $.01 par value per share,  500,000 shares  authorized.  No
shares issued and outstanding.

     Common  Stock,  authorized  50,000,000  shares  with par value of $.001 per
share, 999,057 common shares issued and outstanding.

Note F:   Retained Earnings Restricted

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

Note H:   Going Concern

     As shown on the financial  statements,  the Company has incurred  losses of
over $3,461,567 from inception to September 30,1999.  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.

                                       10

<PAGE>



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

     The Company had no sales for the nine months ending September 30, 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 $279 for the three months ended
September 30, 1999, the same amount as the three months ended September 30, 1998
and an overall loss of $1,115.67 for the year ended December 31, 1998.

                                    LIQUIDITY

     The Company had no  significant  cash change during the three months ending
September  30,  1999,  compared  to the same  period  for 1998 or the year ended
December 31, 1998. At the period ending  September 30, 1998,  the Company had $0
available  cash,  at the year ended  December 31,  1998,  $0, and for the period
ending September 30, 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 September 30, 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 sale waste  disposal  systems  during the remainder of
the 1999 fiscal year.

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.

                                       11

<PAGE>

                           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,  the
Company does have two outstanding judgments.

     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. have and recover 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 September
30, 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 September 30, 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

     None.

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

--------------------------------------------------------------------------------
Articles of Incorporation                         1
------------------------------------------        ------------------------------
Bylaws                                            2
------------------------------------------        ------------------------------
Report of Certified Independent Accountant        3
------------------------------------------        ------------------------------
Financial Statements and Notes                    4
------------------------------------------        ------------------------------
Financial Data Schedule                           27
------------------------------------------        ------------------------------


Item 7.   SUBSEQUENT EVENTS

     None.

                                       12

<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.

The Saint James Company

/s/  Wayne Gronquist                        January 05, 2000
------------------------------              -----------------------
Wayne Gronquist                             Date
Director, President, Secretary
















                                       13