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, 2000


                                     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.)

                             18026 Circa Azul Drive
                             ----------------------
                            San Antonio, Texas 78259
                            ------------------------
                                 (210) 402-6344
                                 --------------
          (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, 2000, was 999,057.

<PAGE>

                             THE SAINT JAMES COMPANY

                                      INDEX


Item

Part 1.  Financial Information

         Independent Auditor's Report

         Assets

         Liabilities and Stockholders' Equity

         Statement of Operations

         Statement of Stockholders' Equity

         Statement of Cash Flows

         Notes to Financial Statements

Part 2.  Other Information




                                       2

<PAGE>


PART 1.  FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS


                             THE SAINT JAMES COMPANY
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS
                              --------------------
                                 MARCH 31, 2000
                                DECEMBER 31, 1999
                                DECEMBER 31, 1998











                                       3

<PAGE>

                                TABLE OF CONTENTS
                                -----------------

                                                                     PAGE
                                                                     ----
INDEPENDENT AUDITORS' REPORT                                            1

ASSETS                                                                  2

LIABILITIES AND STOCKHOLDERS' EQUITY                                    3

STATEMENT OF OPERATIONS                                                 4

STATEMENT OF STOCKHOLDERS' EQUITY                                     5-6

STATEMENT OF CASH FLOWS                                                 7

NOTES TO FINANCIAL STATEMENTS                                        8-11







<PAGE>

                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------

To Board of Directors                                           May 19, 2000
and Stockholders of
The Saint James Company

         I have  audited  the  Balance  Sheets of The Saint  James  Company,  (A
Development  Stage  Company),  as of March 31,  2000,  December  31,  1999,  and
December 31,  1998,  and the related  Statements  of  Operations,  Stockholders'
Equity and Cash Flows for the period  January 1, 2000 to March 31, 2000, and the
two years ended  December 31, 1999,  and  December  31,  1998.  These  financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my audit.

         I conducted my audit in accordance  with  generally  accepted  auditing
standards.  Those standards  require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.

         In my opinion,  the  financial  statements  referred  to above  present
fairly,  in all material  respects,  the  financial  position of The Saint James
Company,  (A Development Stage Company),  at March 31, 2000,  December 31, 1999,
and December 31, 1998,  and the results of its operations and cash flows for the
period  January 1, 2000 to March 31, 2000 and the two years ended  December  31,
1999,  December 31, 1998,  in  conformity  with  generally  accepted  accounting
principles.

         The accompanying  financial  statements have been prepared assuming the
Company  will  continue  as a  going  concern.  As  discussed  in  Note G to the
financial  statements,  the Company has no established  source of revenue.  This
raises  substantial  doubt about its  ability to  continue  as a going  concern.
Management's  plan in regard to these matters are also  described in Note G. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.


/s/  Barry L. Friedman
---------------------------
Barry L. Friedman
Certified Public Accountant
1582 Tulita Drive
Las Vegas, Nv 89123
702-361-8414

                                       -1-

<PAGE>

<TABLE>

<CAPTION>

                             THE SAINT JAMES COMPANY
                          (A Development State Company)


                                  Balance Sheet
                                  -------------

                                     Assets
                                     ------


                               March 31, 2000   December 31, 1999   December 31, 1998
                               --------------   -----------------   -----------------
<S>                            <C>              <C>                 <C>
Current Assets                      $0                 $0                  $0

         Total Current Assets        0                  0                   0

Other Assets                         0                  0                   0

         Total Other Assets          0                  0                   0

         Total Assets                0                  0                   0
                                  ======             ======              ======


</TABLE>


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

                                       -2-


<PAGE>

                             THE SAINT JAMES COMPANY
                          (A Development Stage Company)


                                  BALANCE SHEET
                                  -------------

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

                                        March       December      December
                                      31, 2000      31, 1999      31, 1998
                                     ----------    ----------    ----------

CURRENT LIAIBLITIES

Officers Advances
         (Note H)                    $   13,364    $    5,000    $        0

Accrued Interest
Payable
         (Note C)                           147         1,115         1,116

Interest Payable
         (Note C)                         4,556         7,508         6,392

Judgments Payable
         (Note D)                         5,894        11,157        11,157
                                     ----------    ----------    ----------

TOTAL CURRENT
LIABILITIES                          $   23,961    $   24,780    $   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 shs                                                   $      999
December 31, 1999 -
   999,057 shs                                     $      999
March 31, 2000 - 999,057             $      999

Additional paid in Capital            3,464,235     3,460,568     3,460,568
                                     ----------    ----------    ----------
         SUB-TOTAL                   $3,465,234    $3,461,567    $3,461,567
                                     ----------    ----------    ----------

Retained Earnings Restricted         $   -5,894    $  -11,157    $  -11,157
Retained Earnings Deficit            -3,483,301    -3,475,190    -3,469,075
                                     ----------    ----------    ----------
Total Retained Earnings              -3,489,195    -3,486,347    -3,480,232
                                     ----------    ----------    ----------

TOTAL
STOCKHOLDERS'
EQUITY                               $  -23,961    $  -26,780    $  -18,665
                                     ----------    ----------    ----------

         TOTAL
         LIABILTIES
         AND
         STOCKHOLDERS'
         EQUITY                      $        0    $        0    $        0
                                     ==========    ==========    ==========



   The accompanying notes are an integral part of these financial statements

                                       -3-


<PAGE>


                             THE SAINT JAMES COMPANY
                          (A Development Stage Company)

                             STATEMENT OF OPERATIONS
                             -----------------------

                              Jan.1,         Year          Year     Jan. 7, 1993
                             2000, to       Ended         Ended      (inception)
                             Mar. 31,      Dec. 31,      Dec. 31,    to Mar. 31,
                               2000          1999          1998          2000
                           -----------   -----------   -----------   -----------

REVENUE                    $         0   $         0   $         0   $         0
                           -----------   -----------   -----------   -----------

EXPENSES
   General, Selling
   and Administrative      $     2,848   $     6,115   $     1,116   $    16,741
   Judgment                          0             0             0        11,157
   Loss from
         Discontinued
         Operations                  0             0             0     3,461,567
                           -----------   -----------   -----------   -----------


         Total Expenses    $     2,848   $     6,115   $     1,116   $ 3,489,195

Net Profit (+)/Loss (-)    $    -2,848   $    -6,115   $    -1,116   $-3,489,195
                           ===========   ===========   ===========   ===========


Net Profit / Loss (-)
per weighted
share (Note A)             $    +.0008   $    -.0061   $    -.0011   $   -3.4925
                           ===========   ===========   ===========   ===========

Weighted average
number of common
shares outstanding             999,057       999,057       999,057       999,057
                           ===========   ===========   ===========   ===========



   The accompanying notes are an integral part of these financial statements

                                       -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 year ended
December 31, 1999                            -----------    -----------

Balance,
December 31, 1999                                999,057    $       999

Net loss,
January 1, 2000
to March 31, 2000                            -----------    -----------

Balance,
March 31, 2000                                   999,057    $       999
                                             ===========    ===========



   The accompanying notes are an integral part of these financial statements

                                       -5-

<PAGE>


                             THE SAINT JAMES COMPANY
                          (A Development Stage Company)

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


                                     Additional     Retained      Retained
                                      paid-in       Earnings      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, 1999
shares issued from
rounding                                     -1

Net loss year ended
December 31, 1998                                                    -1,116
                                    -----------   -----------   -----------

Balance,
December 31, 1998                   $ 3,460,568   $   -11,157   $-3,469,075

Net loss year ended
December 31, 1999                                                    -6,115
                                    -----------   -----------   -----------

Balance,
December 31, 1999                   $ 3,460,568   $   -11,157   $-3,475,190

Changes in
Stockholders' Equity                     +3,667        +5,263        -5,263
                                    -----------   -----------   -----------

Net loss,
January 1, 2000
to March 31, 2000                                                    -2,848
                                    -----------   -----------   -----------

Balance,
March 31, 2000                      $ 3,464,235   $    -5,894   $-3,483,301
                                    ===========   ===========   ===========


   The accompanying notes are an integral part of these financial statements

                                       -6-



<PAGE>

<TABLE>

<CAPTION>

                             THE SAINT JAMES COMPANY
                          (A Development Stage Company)

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


                                    Jan.1,         Year          Year      Jan. 7, 1993
                                   2000, to       Ended         Ended      (inception)
                                   Mar. 31,      Dec. 31,      Dec. 31,    to Mar. 31,
                                     2000          1999          1998          2000
                                 -----------   -----------   -----------   -----------
<S>                              <C>           <C>           <C>           <C>
Cash Flows from
Operating Activities
   Net Loss                      $    -2,848   $    -6,115   $    -1,116   $-3,489,195
   Adjustment to
   reconcile net loss
   to net cash
   to provided by operating
   activities                              0             0             0             0

Changes in Stockholders
   Equity                             +3,667             0             0        +3,667

Changes in assets and
Liabilities
   Increase in current
   liabilities                          -819        +6,115        +1,116       +23,961
                                 -----------   -----------   -----------   -----------

Net cash used in
Operating activities             $         0   $         0   $         0   $-3,461,567
                                 -----------   -----------   -----------   -----------

Cash Flows from
Investing activities                       0             0             0             0
                                 -----------   -----------   -----------   -----------

Cash Flows from
Financing Activities
   Issuance of common
   Stock                                   0             0             0    +3,461,567
                                 -----------   -----------   -----------   -----------

Net increase (decrease)
in cash                          $             $         0   $         0   $         0

Cash,
beginning of period                        0             0             0             0
                                 -----------   -----------   -----------   -----------
Cash,
end of period                    $         0   $         0   $         0   $         0
                                 ===========   ===========   ===========   ===========

</TABLE>

   The accompanying notes are an integral part of these financial statements

                                       -7-

<PAGE>


                             THE SAINT JAMES COMPANY
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
            March 31, 2000, December 31, 1999, and December 31, 1998

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

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
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.

                                       -8-

<PAGE>

                             THE SAINT JAMES COMPANY
                          (A Development Stage Company)

                     NOTES TO FINANCIAL STATEMENTS CONTINUED
                     ---------------------------------------
            March 31, 2000, December 31, 1999, and December 31, 1998

NOTE B - ORGANIZATION OF COMPANY CONTINUED

         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.

         In January, 1985, 650,000 preferred stock warrants were issued.

         In June 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.

                                       -9-

<PAGE>


                             THE SAINT JAMES COMPANY
                          (A Development Stage Company)

                     NOTES TO FINANCIAL STATEMENTS CONTINUED
                     ---------------------------------------
            March 31, 2000, December 31, 1999, and December 31, 1998

NOTE B - ORGANIZATION OF COMPANY (CONTINUED)

         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
cancelled. 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  requires
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.  Judgment  #2 was fully
satisfied on January 6, 2000.

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

                                      -10-

<PAGE>


                             THE SAINT JAMES COMPANY
                          (A Development Stage Company)

                     NOTES TO FINANCIAL STATEMENTS CONTINUED
                     ---------------------------------------
            March 31, 2000, December 31, 1999, and December 31, 1998

NOTE D - JUDGMENTS PAYABLE (LITIGATION) CONTINUED

         McKinney & Moore,  Inc.,  on  February  13,  1993,  received a judgment
against the Company. This judgment was fully satisfied on January 6, 2000.

         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



NOTE E - CAPITAL STOCK

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

NOTE F - RETAINED EARNINGS RESTRICTED

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

NOTE G - GOING CONCERN

         As shown on the financial  statements,  the Company has incurred losses
of  $3,489,195  from  inception  to March  31,  2000.  The  Company's  financial
statements  are prepared  using the  generally  accepted  accounting  principles
applicable to a going concern,  which contemplates the realization of assets and
liquidation  of  liabilities  in the normal  course of  business.  However,  the
Company has no current  source of revenue.  Without  realization  of  additional
capital, it would be unlikely for the Company to continue as a going concern. It
is  management's  plan to seek  additional  capital  through  a  merger  with an
existing operating company.

NOTE H - OFFICERS ADVANCES

         While the Company is seeking  additional  capital through a merger with
an existing operating  company,  an officer of the Company has advanced funds on
behalf of the  Company  to pay for any costs  incurred  by it.  These  funds are
interest free.

                                      -11-

<PAGE>



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

         The company had no sales for the three months ended March 31, 2000, nor
for fiscal years 1999 or 1998.

         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 $2,848 for the three months ended
March 31, 2000.

         The company's  financial  statements for the corresponding three months
of the previous year are  incorporated by reference from the company's Form 10-Q
for the three months ended March 31, 1999, filed January 11, 2000.

                                    LIQUIDITY

         The company had no  significant  cash  change  during the three  months
ended March 31, 2000,  compared to the same period for 1999. At the three months
ended March 31, 2000, and the three months ended March 31, 1999, the company had
available cash of $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 not  generated  any  revenues in the three months ended
March 31,  2000.  Because the  company has no  remaining  funds,  Management  is
operating the company on a severely  curtailed basis.  Without capital infusion,
through a merger or 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 loss for the three months
ended March 31, 2000,  of $2,848,  compared to $1,116 for the three months ended
March 31, 1999.

                                CAPITAL RESOURCES

         Subsequent to September 30, 1995, and as of March 31, 2000, the company
has had no significant expenditures for the purchase of materials, machinery and
other testing equipment.

         The  company is seeking  additional  capital  through a merger  with an
existing operating company.  However,  no merger candidate is identified at this
time.  In order to meet  operational  expenses,  the company has obtained a loan
from Wayne Gronquist, an officer of the company, in the amount of $13,364 during
the three months ended March 31, 2000. These funds are interest free.

                                      -12-

<PAGE>

                              RESULTS OF OPERATIONS

         Management does not know of any  significant  revenues or expenses that
the company will incur during the remainder of the 2000 fiscal year.  Management
does not expect the company to sale waste disposal  systems during the remainder
of the 2000 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.


                           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. The first judgment is in the amount
of  $5,893.78.  The second  judgment is in the amount of $5,263.00 and was fully
satisfied on January 6, 2000.

         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. The company satisfied this judgment in full on January 6, 2000.

                                      -13-

<PAGE>

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

Exhibit                                            Number
-------                                            ------

Articles of Incorporation                          3.1
                                                   Incorporated by reference
                                                   Form 10-Q, filed Jan.12, 2000
                                                   for the three months ended
                                                   March 31, 1999

Bylaws                                             3.2
                                                   Incorporated by reference
                                                   Form 10-Q, filed Jan.12, 2000
                                                   for the three months ended
                                                   March 31, 1999


Consent of Auditors                                15


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                            May 22, 2000
------------------------------------------      ------------------------
     Wayne Gronquist                            Date
     President and Chief Executive Officer


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