UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549







FORM
10-Q





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





For the
quarterly period ended June 30,
2009





 ̈ TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





For the
transition period
from _________________ to_________________





Commission
File Number:0-13738




THE
SAINT JAMES COMPANY


(Exact
name of registrant as specified in its charter)





North Carolina
                
                56-1426581(State or other jurisdiction of incorporation or organization)
                
                (I.R.S. Employer Identification No.)





Broadway Plaza, 520 Broadway, Suite 350,
      Santa Monica, California 90401(Address
      of principal executive
      offices)                              
          (Zip Code)





(512) 478-7463(Registrant’s
      telephone number, including area
code)





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





Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.





(Check
one):





Large
      accelerated filer  ̈
              Accelerated
      filer  ̈Non-accelerated
      filer  ̈
              Smaller
      reporting company x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes  ̈ No x





Indicate
the number of shares outstanding of each of the issuer’s classes of common
equity, as of the latest practicable date:


11,999,057
shares of common stock issued and outstanding at July30, 2009.








THE SAINT
JAMES COMPANY


FORM
10-Q


QUARTERLY
PERIOD ENDED JUNE 30, 2009





INDEX





A
      Note About Forward Looking Statements
              1PART
      I - FINANCIAL INFORMATIONItem
      1 - Condensed Financial Statements
              2Condensed
      Balance Sheets (Unaudited) as of June 30, 2009 and December 31,
      2008
              F-2Condensed
      Statements of Operations (Unaudited) for Each of the Three- and Six-Month
      Periods Ended June 30, 2009 and 2008 and the Period from January 1, 1999
      (Inception of the Current Development Stage) to June 30,
    2009
              F-3Condensed
      Statements of Cash Flows (Unaudited) for Each of the Six- Month Periods
      Ended June 30, 2009 and 2008 and the Period from January 1, 1999
      (Inception of the Current Development Stage) to June 30,
    2009
              F-4Notes
      to the Consolidated Financial Statements
              F-6Item
      2 - Management’s Discussion and Analysis of Financial Condition or Results
      of Operations
              3Item
      4T - Controls and Procedures
              4PART
      II - OTHER INFORMATIONItem
      6 – Exhibits
              6Signatures
              8




2


A
Note About Forward-Looking Statements




This
Quarterly Report on Form 10-Q contains “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995 that are based
on management’s current expectations.  These statements may be
identified by their use of words like “plans,” “expect,” “aim,” “believe,”
“projects,” “anticipate,” “intend,” “estimate,” “will,” “should,” “could” and
other expressions that indicate future events and trends.  All
statements that address expectations or projections about the future, including
statements about our business strategy, expenditures, and financial results, are
forward-looking statements.  We believe that the expectations
reflected in such forward-looking statements are accurate.  However,
we cannot assure you that such expectations will occur.




Actual
results could differ materially from those in the forward looking statements due
to a number of uncertainties including, but not limited to, those discussed in
Management’s Discussion and Analysis of Financial Condition and Results of
Operations.  Factors that could cause future results to differ from
these expectations include general economic conditions; further changes in our
business direction or strategy; competitive factors; market uncertainties; and
an inability to attract, develop, or retain consulting or managerial agents or
independent contractors.  As a result, the identification and
interpretation of data and other information and their use in developing and
selecting assumptions from and among reasonable alternatives requires the
exercise of judgment.  To the extent that the assumed events do not
occur, the outcome may vary substantially from anticipated or projected results,
and accordingly, no opinion is expressed on the achievability of those
forward-looking statements.  No assurance can be given that any of the
assumptions relating to the forward-looking statements specified in the
following information are accurate, and we assume no obligation to update any
such forward-looking statements.  You should not unduly rely on these
forward-looking statements, which speak only as of the date of this Quarterly
Report.  Except as required by law, we are not obligated to release
publicly any revisions to these forward-looking statements to reflect events or
circumstances occurring after the date of this report or to reflect the
occurrence of unanticipated events.


1





PART
I. - FINANCIAL INFORMATION





ITEM
1.  FINANCIAL STATEMENTS.








The
Saint James Company


(A
Development Stage Company)




Condensed
Financial Statements




(Unaudited)


As
of June 30, 2009 and December 31, 2008


For
Each of the Three and Six Month Periods Ended June 30, 2009 and 2008
and


for
the Period from January 1, 1999 (Inception of the Current Development
Stage)


to
June 30, 2009




2




The
Saint James Company


(A
Development Stage Company)




Index
to the Condensed Financial Statements


As
of June 30, 2009 and December 31, 2008 and


For
Each of the Three and Six Month Periods Ended June 30, 2009 and
2008


and
for the Period From January 1, 1999 (Inception of the Current


Development
Stage) to June 30, 2009


(Unaudited)







Condensed
      Financial Statements of The Saint James Company (a North Carolina
      Corporation):Condensed
      Balance Sheets as of June 30, 2009 and December 31, 2008
                          
                          F-2Condensed
      Statements of Operations for Each of the Three and Six Month Periods Ended
      June 30, 2009 and 2008 and the Period from January 1, 1999 (Inception of
      the Current Development Stage) to June 30, 2009
                          
                          F-3Condensed
      Statements of Cash Flows for Each of the Six Month Periods Ended June 30,
      2009 and 2008 and the Period from January 1, 1999 (Inception of the
      Current Development Stage) to June 30, 2009
                          
                          F-4Notes
      to the Condensed Financial Statements
                          
                          F-6











The
Saint James Company
 (A
Development Stage Company)
  Condensed
Balance Sheets
 (Unaudited)


As of
                  
                  
                  As ofJune 30,
                  
                  
                  December 31,2009
                  
                  
                  2008ASSETSCurrent
      assets:Cash
                  
                  $
                  61,259
                  
                  
                  $
                  -Total
      current assets
                  
                  
                  61,259
                  
                  
                  
                  -Total
      assets
                  
                  $
                  61,259
                  
                  
                  $
                  -LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)Current
      liabilities:Accounts
      payable and accrued liabilities
                  
                  $
                  13,213
                  
                  
                  $
                  13,213Shareholder
      advances made on behalf of the Company
                  
                  
                  188,054
                  
                  
                  
                  119,731Accrued
      liabilities
                  
                  
                  182,538
                  
                  
                  
                  44,795Convertible
      debt, net of discount of $209,490 and $0
                  
                  
                  215,510
                  
                  
                  
                  175,000Total
      current liabilities
                  
                  
                  599,315
                  
                  
                  
                  352,739Total
      liabilities
                  
                  $
                  599,315
                  
                  
                  $
                  352,739Stockholders'
      deficit:Common
      stock, $.001 par value, 50,000,000 shares authorized, 11,999,057 shares
      issued and outstanding
                  
                  $
                  11,999
                  
                  
                  $
                  11,999Additional
      paid in capital
                  
                  
                  3,989,273
                  
                  
                  
                  3,734,924Accumulated
      deficit
                  
                  
                  (4,539,328
                  )
                  
                  
                  (4,099,662
                  )Total
      stockholders' equity (deficit)
                  
                  $
                  (538,056
                  )
                  
                  $
                  (352,739
                  )Total
      liabilities and stockholders' equity
                  
                  $
                  61,259
                  
                  
                  $
                  -




The
accompanying notes are an integral part of the combined financial
statements.





F-2





The
Saint James Company


(A
Development Stage Company)




Condensed
Statements of Operations


(Unaudited)





DevelopmentStageJanuary 1,For the Six Month
                
                
                For the Three Month
                
                
                1999 toPeriod Ended June 30,
                
                
                Period Ended June 30,
                
                
                June 30,2009
                
                
                2008
                
                
                2009
                
                
                2008
                
                
                2009Operating
      expenses:General
      and administrative
                
                
                385,240
                
                
                
                83,764
                
                
                
                372,594
                
                
                
                2,500
                
                
                
                984,234Impairment
      of artwork
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                50,000Total
      operating expenses
                
                
                385,240
                
                
                
                83,764
                
                
                
                372,594
                
                
                
                2,500
                
                
                
                1,034,234Loss
      from operations
                
                
                (385,240
                )
                
                
                (83,764
                )
                
                
                (372,594
                )
                
                
                (2,500
                )
                
                
                (1,034,234
                )Other
      income (expense):Other
      income (expense)
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                37,067Interest
      expense
                
                
                (54,426
                )
                
                
                -
                
                
                
                (50,111
                )
                
                
                -
                
                
                
                (61,929
                )Total
      other income (expense)
                
                
                (54,426
                )
                
                
                -
                
                
                
                (50,111
                )
                
                
                -
                
                
                
                (24,862
                )Net
      income (loss)
                
                $
                (439,666
                )
                
                $
                (83,764
                )
                
                $
                (422,705
                )
                
                $
                (2,500
                )
                
                $
                (1,059,096
                )Income
      (Loss) per share - basicNet
      income (loss) per share - basic
                
                $
                (0.04
                )
                
                $
                (0.01
                )
                
                $
                (0.04
                )
                
                $
                0.00
                
                
                $
                (0.34
                )Weighted
      average shares outstanding
                
                
                11,999,057
                
                
                
                11,999,057
                
                
                
                11,999,057
                
                
                
                11,999,057
                
                
                
                3,131,292




The
accompanying notes are an integral part of the combined financial
statements.




F-3




The
Saint James Company


(A
Development Stage Company)




Condensed
Statements of Cash Flows


(Unaudited)





CurrentDevelopmentStage(January
      1,For
      the Six Month
                            
                            
                            1999
      toPeriod
      Ended June 30,
                            
                            
                            June
      30,2009
                            
                            
                            2008
                            
                            
                            2009)Restated
                            
                            
                            RestatedCash
      flows used in operating activities:Net
      loss
                            
                            $
                            (439,666
                            )
                            
                            $
                            (83,764
                            )
                            
                            $
                            (1,059,096
                            )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Common
      stock issued for services provided
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            60,000Impairment
      of Artwork
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            50,000Gain
      on settlement amount
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (8,485
                            )Warrants
      for services rendered
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            4,208Accretion
      of loan discount
                            
                            
                            44,859
                            
                            
                            
                            -
                            
                            
                            
                            44,859Contributions
      of shareholders used to pay expenses
                            
                            
                            68,323
                            
                            
                            
                            77,637
                            
                            
                            
                            292,474Increase
      (decrease) in liabilities:Amounts
      due related parties
                            
                            
                            -
                            
                            
                            
                            6,127
                            
                            
                            
                            -Accrued
      expenses
                            
                            
                            137,743
                            
                            
                            
                            -
                            
                            
                            
                            251,585Cash
      used in operating activities
                            
                            
                            (188,741
                            )
                            
                            
                            -
                            
                            
                            
                            (364,455
                            )Cash
      flows provided by financing activities:Notes
      payable
                            
                            
                            250,000
                            
                            
                            
                            -
                            
                            
                            
                            425,000Cash
      provided by financing activities
                            
                            
                            250,000
                            
                            
                            
                            -
                            
                            
                            
                            425,000Net
      increase (decrease) in cash
                            
                            
                            61,259
                            
                            
                            
                            -
                            
                            
                            
                            60,545Cash
      at beginning of period
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            714Cash
      at end of period
                            
                            $
                            61,259
                            
                            
                            $
                            -
                            
                            
                            $
                            61,259




The
accompanying notes are an integral part of the combined financial
statements.




F-4




The
Saint James Company


(A
Development Stage Company)




Condensed
Statements of Cash Flows


(Unaudited)







Supplemental
Disclosure of Cash Flow Information





DevelopmentStageJanuary 1,1999 toPeriod Ended June 30,
                    
                    
                    June 30,2009
                    
                    
                    2008
                    
                    
                    2009Cash
      paid during the fiscal years for:Interest
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Income
      taxes
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Non-Cash
      TransactionsIssuance
      of shares for artworkArtwork
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    (50,000
                    )Common
      stock
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    5,000Additional
      paid in capital
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    45,000Issuance
      of shares in satisfaction of accounts payable:Accounts
      payable
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    (60,000
                    )Common
      stock
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    6,000Additional
      paid in capital
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    54,000Discount
      on convertible notes payableDiscount
      on convertible notes payable
                    
                    $
                    (254,349
                    )
                    
                    $
                    -
                    
                    
                    $
                    (254,349
                    )Additional
      paid in capital
                    
                    $
                    254,349
                    
                    
                    $
                    -
                    
                    
                    $
                    254,349




The
accompanying notes are an integral part of the combined financial
statements.





F-5




The
Saint James Company


(A
Development Stage Company)




Notes
to the Condensed Financial Statements


(Unaudited)







1.
            Organization




History




The
Company incorporated as Chem-Waste Corporation in January 1984 in North
Carolina.  From 1984 through 1998, the Company designed, manufactured,
sold, and serviced equipment and systems for the treatment of contaminated
insoluble organic materials.  Due to intense competition in their
specific segment of the waste disposal industry the Company elected to
discontinue that business segment’s operations in 1998.




In 2007,
the Company changed its name to The Saint James Company.  The Company
does not currently have active business operations but has entered into
agreements to acquire and distribute wines produced in Australia and New
Zealand.  See Note 9 - Neqtar Wines and Note 10 - New Zealand
Wineries.




2.
            Summary of Significant
      Accounting Policies and
Estimates




Use
of Estimates




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




Reclassification
of Accounts




Certain
reclassifications have been made to the comparative financial statements for the
three- and six-month periods ended June 30, 2009 and for the period from January
1, 1999 (inception of the current development stage) to June 30, 2009 to conform
to the current year presentation.  These reclassifications had no
effect on previously reported results of operations or financial
position.




Impairment
of Long-Lived Assets




The
Company records impairment losses on long-lived assets used in operations and
finite lived intangible assets when events and circumstances indicate the assets
might be impaired and the undiscounted cash flows estimated to be generated by
those assets are less than their carrying amounts.  The impairment
loss is measured by comparing the fair value of the asset to its carrying
amount.




F-6




The
Saint James Company


(A
Development Stage Company)




Notes
to the Condensed Financial Statements


(Unaudited)


---



Fair
Value of Financial Instruments




In
accordance with the requirements of Financial Accounting Standards Board’s
(“FASB”)Statement of Financial Accounting Standards (“SFAS”) No. 107,
Disclosures about Fair Value of Financial  Instruments, the Company
has determined the estimated fair value of its financial instruments using
available market information and appropriate valuation
methodologies.  Due to their short-term maturity, the fair value of
financial instruments classified as current assets and current liabilities
approximates their carrying values.




Income
Taxes




Deferred
tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax
bases.  Deferred tax assets, including tax loss and credit
carryforwards, and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled.  The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.  Deferred income tax expense
represents the change during the period in the deferred tax assets and deferred
tax liabilities.  The components of the deferred tax assets and
liabilities are individually classified as current and non-current based on
their characteristics.  Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than not that
some portion or all of the deferred tax assets will not be
realized.




Basic
and Diluted Net Loss per Share




Basic net
loss per common share is computed by dividing net loss applicable to common
shareholders by the weighted-average number of common shares outstanding during
the period.  Diluted net earnings (loss) per common share is
determined using the weighted-average number of common shares outstanding during
the period, adjusted for the dilutive effect of common stock equivalents,
consisting of shares that might be issued upon exercise of warrants to purchase
common shares.  In periods where losses are reported, the
weighted-average number of common shares outstanding excludes common stock
equivalents, because their inclusion would be anti-dilutive.




Recent
Accounting Pronouncements




In June
2006, the Financial Accounting Standards Board (FASB) issued Interpretation No.
48 (FIN 48), “Accounting for Uncertainty in Income Taxes, an interpretation of
FASB Statement No. 109.”  FIN 48 was effective as of January 1,
2007.  Refer to Note 8 for additional information concerning this
standard.




In
September 2006, FASB Statement No. 157 Fair Value Measurements, or SFAS 157, was issued.  This
Statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles, or GAAP, and expands disclosures
about fair value measurements.  The Statement is effective July 1,
2008.  This standard will have little or no impact on our financial
statements.




F-7




The
Saint James Company


(A
Development Stage Company)




Notes
to the Condensed Financial Statements


(Unaudited)


---



In
February 2007, FASB Statement No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities, including an amendment of FASB Statement No.
115, or SFAS 159, was issued.  This Statement permits us to choose to
measure many financial instruments and certain other items at fair
value.  It also establishes presentation and disclosure
requirements.  This Statement is effective July 1,
2008.  This standard will have little or no impact on our financial
statements.




In
December 2007, the FASB issued SFAS No. 141(R), Business Combinations (SFAS No.
141(R)), which replaces SFAS No. 141, Business Combinations SFAS No. 141(R)
requires an acquirer to recognize the assets acquired, the liabilities assumed,
and any non-controlling interest in the acquiree at the acquisition date,
measured at their fair values as of that date, with limited
exceptions.  This Statement also requires the acquirer in a business
combination achieved in stages to recognize the identifiable assets and
liabilities, as well as the noncontrolling interest in the acquiree, at the full
amounts of their fair values.  SFAS No. 141(R) makes various other
amendments to authoritative literature intended to provide additional guidance
or to confirm the guidance in that literature to that provided in this
Statement.  This Statement applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15,
2008.  The adoption of this accounting pronouncement could have a
significant impact on our financial statements if contemplated business
combinations occur.




In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements (SFAS No. 160), which amends Accounting
Research Bulletin No. 51, Consolidated Financial Statements, to improve the
relevance, comparability, and transparency of the financial information that a
reporting entity provides in its consolidated financial
statements.  SFAS No. 160 establishes accounting and reporting
standards that require the ownership interests in subsidiaries not held by the
parent to be clearly identified, labeled and presented in the consolidated
statement of financial position within equity, but separate from the parent’s
equity.  This statement also requires the amount of consolidated net
income attributable to the parent and to the non-controlling interest to be
clearly identified and presented on the face of the consolidated statement of
income.  Changes in a parent’s ownership interest while the parent
retains its controlling financial interest must be accounted for consistently,
and when a subsidiary is deconsolidated, any retained non-controlling equity
investment in the former subsidiary must be initially measured at fair
value.  The gain or loss on the deconsolidation of the subsidiary is
measured using the fair value of any non-controlling equity
investment.  The Statement also requires entities to provide
sufficient disclosures that clearly identify and distinguish between the
interests of the parent and the interests of the non-controlling
owners.  This Statement applies prospectively to all entities that
prepare consolidated financial statements and applies prospectively
for fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008.  We do not expect the adoption of this
accounting pronouncement to have a significant impact on our financial
statements.




F-8


The
Saint James Company
 (A
Development Stage Company)
  Notes
to the Condensed Financial Statements
 (Unaudited)
 
 In May
2008, the FASB issued SFAS No. 162 “The Hierarchy of Generally Accepted
Accounting Principles” (“SFAS 162”), which is effective 90 days following the
SEC’s approval of the Public Company Oversight Board amendments to AU Section
411, The Meaning of Present Fairly in Conformity With Generally Accepted
Accounting Principles.  SFAS 162 identifies the sources of accounting
principles and the framework for selecting the principles to be used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States (the GAAP hierarchy).  We do not expect the adoption
of this accounting pronouncement to have a significant impact on our financial
statements.
  In early
October 2008, the FASB issued FSP No. 157-3, “Determining the Fair Value of a
Financial Asset When the Market for That Asset is Not Active,” which amended
SFAS No. 157 to illustrate key considerations in determining the fair value of a
financial asset in an inactive market.  This FSP was effective for the
Company beginning with the quarter ended September 30, 2008.
  In
November 2008, the FASB ratified the Emerging Issues Task Force (EITF) consensus
on Issue No. 08-6, “Equity Method Investment Accounting Considerations” (EITF
08-6) which addresses certain effects of SFAS Nos. 141R and 160 on an entity’s
accounting for equity-method investments.  The consensus indicates,
among other things, that transaction costs for an investment should be included
in the cost of the equity-method investment (and not expensed) and shares
subsequently issued by the equity-method investee that reduce the investor’s
ownership percentage should be accounted for as if the investor had sold a
proportionate share of its investment, with gains or losses recorded through
earnings.  For the Company, EITF 08-6 is effective for transactions
occurring after December 31, 2008.  The Company does not expect this
standard to have a material impact on the results of operations or financial
condition.
  3.
              Impairment
      Loss
  The
animation cell artwork that the Company originally acquired in 2005 for
5,000,000 shares of its own common stock valued at $0.01 per share was assessed
for recoverability of its carrying value in the year ended December 31,
2008.  The Company’s management determined that an impairment loss of
$50,000 had occurred.  The impairment loss was recorded in the third
quarter of 2008.
 F-9
 The
Saint James Company
 (A
Development Stage Company)
  Notes
to the Condensed Financial Statements
 (Unaudited)
 
  4.
              Related Party
      Transactions
  As of
December 31, 2006, certain current and former officers, who are still
shareholders, advanced the Company $53,003 to pay for administrative costs
incurred by the Company.  The advances were non-interest bearing and
payable upon demand.  In September 2007, these amounts were forgiven
and recorded by the Company as additional paid in capital.
  5.
              Financial Results,
      Liquidity and Management's
Plan
  The
Company has a cash balance of $61,259 at June 30, 2009, current liabilities of
$599,315, an accumulated deficit of $4,539,328 and has incurred a net loss for
the six-month period ended June 30, 2009 of $439,666 and net losses for the
period from January 1, 1999 (inception of the current development stage) to June
30, 2009 of $1,059,096.  The Company has relied upon loans from third
parties and the forbearance of its creditors to satisfy its
obligations.  These factors raise substantial doubt about the
Company’s ability to continue as a going concern.  The Company has not
been successful in generating sufficient working capital through the issuance of
common stock or been able to implement its business plan to effectively sustain
ongoing operations.  The financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern.
  6.
              Convertible Notes
      Payable
  In June
2009 the Company entered into a $500,000 convertible note with its previous
lender.  The note is without collateral, bears interest at prime plus
8% (11.5% at June 30, 2009), is due in one year and is convertible into shares
of the Company’s common stock at $0.50 per share.  Concurrently
therewith, the Company modified its existing $150,000 and $25,000 notes payable
to the same lender to provide for each of these notes to be convertible into
shares of the Company’s common stock at $0.50 per share.
  F-10
  The
Saint James Company
 (A
Development Stage Company)
  Notes
to the Condensed Financial Statements
 (Unaudited)


The
Company determined the value of the embedded conversion features of the three
notes payable using the Black Scholes model and bifurcated the proceeds of the
notes between the proceeds and the value of the embedded conversion
features.  The allocated valued of the conversion features has been
recorded as a discount on the notes payable is being accreted as interest
expense over the lives of the notes.
 The
assumptions used in the calculation of the Black Scholes fair value of the
embedded conversion feature of the three notes is as follows:
  Term
                  0
      to 13 monthsRisk
      free interest rate
                  0%
      to 0.48%Volatility
                  92%Dividend
                  -$0-
  At June
30, 2009 the Company had received $250,000 of the $500,000 convertible note and
the balance was received in July 2009.
  Convertible
notes payable at June 30, 2009 consisted of the following:
  Convertible
      note payable, interest at prime plus 8% (11.5% at June 30, 2009),
      convertible into shares of the Company’s common stock at $0.50 per share,
      due June 2010
                    
                    $
                    250,000Convertible
      note payable, without collateral, interest at 10% per annum, convertible
      into shares of the Company’s common stock at $0.50 per share, principal
      and interest due in November 2009
                    
                    
                    150,000Convertible
      note payable, without collateral, interest at 10% per annum, convertible
      into shares of the Company’s common stock at $0.50 per share, principal
      and interest due on demand
                    
                    
                    25,000Total
                    
                    
                    425,000Discount
                    
                    
                    (209,490
                    )Total
      convertible notes payable, net of discount
                    
                    $
                    215,510
  7.
              Commitments and
      Contingencies
  Legal
Actions
  Certain
conditions may exist as of the date the combined financial statements are
issued, which may result in a loss to the Company, but which will only be
resolved when one or more future events occur or fail to occur.  The
Company's management and its legal counsel assess such contingent liabilities,
and such assessment inherently involves an exercise of judgment. In assessing
loss contingencies related to legal proceedings that are pending against the
Company or unasserted claims that may result in such proceedings, the Company's
legal counsel evaluates the perceived merits of any legal proceedings or
unasserted claims as well as the perceived merits of the amount of relief sought
or expected to be sought therein.
   F-11
  The
Saint James Company
 (A
Development Stage Company)
  Notes
to the Condensed Financial Statements
 (Unaudited)
 
  If the
assessment of a contingency indicates that it is probable that a material loss
has been incurred and the amount of the liability can be estimated, then the
estimated liability would be accrued in the Company's combined financial
statements.  If the assessment indicates that a potentially material
loss contingency is not probable but is reasonably possible, or is probable but
cannot be estimated, then the nature of the contingent liability, together with
an estimate of the range of possible loss if determinable and material, would be
disclosed. Loss contingencies considered remote are generally not disclosed
unless they involve guarantees, in which case the guarantees would be
disclosed.
  8.
              Equity
      Transactions
  Common
shares issued
  On
December 15, 2005, the Company entered into a purchase agreement with The Saint
James LLC Collection, LLC and purchased Limited Edition Animation Cell Art
Collection for 5,000,000 shares of the Company's common stock. The 5,000,000
shares were valued at $0.01 per share.
  On
February 15, 2004, the Company entered into a consulting agreement with Wynthrop
Barrington, Inc.  Wynthrop Barrington, Inc. is in business of
providing management consulting services, security related services and advice
with respect to SEC and NASD rules and regulations, business advisory and
development services, product development services, product marketing and sales
services.  The consulting services obtained from Wynthrop Barrington,
Inc., resulted in $60,000 of accounts payable at February 20, 2005 which were
then paid to the consultant(s) by issuance of the Company stock of 6,000,000
shares of the Company's common stock at $0.01 per share.
 Warrants
  In
connection with the acquisition of the rights to acquire Neqtar Wines
(Note 9 - Neqtar Wines), we issued warrants to purchase 120,000 shares of
our common stock.  The warrants have an exercise price of $10.00 per
share and expire in October 2013.
  A summary
of all warrant activity is as follows:
 WeightedAverageNumber
      of
                    
                    
                    ExerciseWarrants
                    
                    
                    PriceOutstanding,
      beginning of the year
                    
                    
                    -
                    
                    
                    $
                    -Issued
                    
                    
                    120,000
                    
                    
                    $
                    10.00Exercised
                    
                    
                    -
                    
                    
                    $
                    -Outstanding,
      end of the period
                    
                    
                    120,000
                    
                    
                    $
                    10.00Exercisable,
      end of the period
                    
                    
                    120,000
                    
                    
                    $
                    10.00
 9.
              Neqtar
      Wines
  On
October 21, 2008, we entered into a Heads of Agreement (the “HOA”) with Neqtar
Wines PTY LTD (“Neqtar”), pursuant to which Neqtar and we agreed on certain
potential terms of a potential future transaction. In the second quarter of
2009, Neqtar entered into bankruptcy.  We are continuing to pursue
this acquisition through the bankruptcy court in Australia, but are not certain
of our potential for success.
  10.
              New Zealand
      Wineries
  Effective
as of March 18, 2009, we entered into a multi-party agreement to acquire the
capital stock or assets of three premier New Zealand wineries:  Lawson
Dry Hills, Waimea Estates, and Gravitas Wines.  The closing of the
acquisitions and the transactions contemplated by such agreement is subject to
our satisfactory completion of financial and business due diligence, our receipt
of satisfactory financial statements of each of the wineries (in form and
substance sufficient for our timely inclusion in a further Current Report on
Form 8-K), the parties’ receipt of such financing as is required to consummate
the acquisitions and, thereafter, to operate the acquired businesses in
accordance with our business plan, and standard, usual, and customary closing
conditions.  The various parties will make certain representations and
warranties to each other that are standard and customary in the wine industry
for transactions of this size and magnitude.
  F-12
  The
Saint James Company
 (A
Development Stage Company)
  Notes
to the Condensed Financial Statements
 (Unaudited)
  As of
February 15, 2009, we entered into a long-term License Agreement with GreatStone
Wines Pty Ltd (“GreatStone”), pursuant to which GreatStone granted an exclusive,
ten-year, renewable license to us for the names, designs, logos, and trademarks
attached to the Koala Blue Wines in the United States and
Canada.  Koala Blue Wines is a brand founded in 1983 by Olivia Newton
John and Pat Farrar.
  11.
              Loss Per
      Share
  Basic
loss per share is computed by dividing net loss by the weighted average number
of common shares outstanding during the period. Diluted loss per share is
computed by dividing net income by the weighted-average number of common shares
and dilutive potential common shares outstanding during the
period.  The computation of basic loss per share and diluted loss per
share is as follows:
  CurrentDevelopmentStageFor
      the Six Month
                      
                      
                      January
      1, 1999Period
      Ended June 30,
                      
                      
                      to
      June 30,2009
                      
                      
                      2008
                      
                      
                      2009Net
      loss
                      
                      $
                      (439,666
                      )
                      
                      $
                      (83,764
                      )
                      
                      $
                      (1,059,096
                      )Weighted
      average number of common shares outstanding
                      
                      
                      11,999,057
                      
                      
                      
                      11,999,057
                      
                      
                      
                      3,131,292Net
      loss per share
                      
                      $
                      (0.04
                      )
                      
                      $
                      (0.01
                      )
                      
                      $
                      (0.34
                      )
  The
following securities were not included in the computation of diluted net loss
per share as the effect would have been anti-dilutive:
  DevelopmentStageFor
      the Six Month
                              
                              
                              January
      1, 1999Period
      Ended June 30,
                              
                              
                              to
      June 30,2009
                              
                              
                              2008
                              
                              
                              2009Warrants
      to purchase common stock
                              
                              
                              120,000
                              
                              
                              
                              -
                              
                              
                              
                              120,000
  F-13





ITEM
2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.





THE
FOLLOWING PRESENTATION OF OUR MANAGEMENT’S DISCUSSION AND ANALYSIS SHOULD BE
READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND OTHER FINANCIAL
INFORMATION INCLUDED ELSEWHERE IN THIS REPORT.




The
following discussion of our financial condition and results of operations should
be read in conjunction with the financial statements and related notes included
elsewhere in this report.  Certain statements in this discussion and
elsewhere in this report constitute forward-looking statements within the
meaning of Section 21E of the Securities and Exchange Act of
1934.  See “Forward Looking Statements” elsewhere in this
report.  Because this discussion involves risk and uncertainties, our
actual results may differ materially from those anticipated in these
forward-looking statements.




Overview




On
December 15, 2005, we entered into a purchase agreement with The Saint James
Collection, LLC (an unaffiliated entity) to purchase a Limited Edition Animation
Art Collection (the “Art Collection”) in exchange for 5,000,000 shares of our
common stock.  The 5,000,000 shares of common stock were valued at
$0.01 per share for a total value of $50,000.  We intended on
marketing the Art Collection and establishing relationships with distributors to
sell the art.  Due to our limited resources, however, we were not able
to pursue those business objectives and as of September 30, 2008, we concluded
that the $50,000 previously attributable to the Art Collection had become fully
impaired.




On
October 21, 2008, we entered into a Heads of Agreement (the “HOA”) with Neqtar
Wines PTY LTD (“Neqtar”), pursuant to which Neqtar and we agreed on certain
potential terms of a potential future transaction.  On March 17, 2008,
Neqtar and Samson Investment Company (“Samson”) entered into a letter of intent
(the “LOI”) setting forth certain terms of a proposed acquisition by Samson, or
its nominee, of all of Neqtar’s outstanding shares of common
stock.  On October 20, 2008, we entered into a Designation,
Assignment, and Assumption Agreement with Samson, in which we were designated by
Samson as its nominee under the LOI, and Samson conveyed all of its right,
title, and interest in the same to us and we granted a five-year warrant to
Samson to purchase 120,000 shares of our common stock at a per-share exercise
price of $10.00.  As a result of our designation as Samson’s nominee
under the LOI, we entered into preliminary transaction negotiations with Neqtar,
which culminated in the execution of the HOA.  However, in the second
quarter of 2009, Neqtar entered bankruptcy procedings.  Although we
are continuing our attempt to acquire the Neqtar operations through the
bankruptcy court in Australia, we cannot provide anyassurance that we will be
successful.




As of
February 15, 2009, we entered into a long-term License Agreement with GreatStone
Wines Pty Ltd (“GreatStone”), pursuant to which GreatStone granted an exclusive,
ten-year, renewable license to us for the names, designs, logos, and trademarks
attached to the Koala Blue Wines in the United States and
Canada.  Koala Blue Wines is a brand founded in 1983 by Olivia Newton
John and Pat Farrar.




Effective
as of March 18, 2009, we entered into a multi-party agreement to acquire the
capital stock or assets of three premier New Zealand wineries:  Lawson
Dry Hills, Waimea Estates, and Gravitas Wines.  The closing of the
acquisitions and the transactions contemplated by such agreement is subject to
our satisfactory completion of financial and business due diligence, our receipt
of satisfactory financial statements of each of the wineries (in form and
substance sufficient for our timely inclusion in a further Current Report on
Form 8-K), the parties’ receipt of such financing as is required to consummate
the acquisitions and, thereafter, to operate the acquired businesses in
accordance with our business plan, and standard, usual, and customary closing
conditions.  The various parties will make certain representations and
warranties to each other that are standard and customary in the wine industry
for transactions of this size and magnitude.




Results
of Operations




For
the Three- and Six-Month Periods Ended June 30, 2009 compared to the Three-Month
Period Ended June 30, 2008




During
the three- and six-month periods ended June 30, 2009 and 2008, and for the
development stage, January 1, 1999 to June 30, 2009, we did not have any
revenues.




During
the three- and six-month periods ended June 30, 2009, our general and
administrative expenses were $385,240 and $372,594, in comparison with $83,764
and $2,500 for the same periods in the prior year.  All of such
expenses were for professional fees, the majority of which, in the prior
periods, were the result of our becoming current in our filings under the
Securities Exchange Act of 1934, as amended, and activities related to the
assistance that we provided to a broker-dealer in its successful efforts to
prosecute a Form 211 with the OTC Compliance Unit of FINRA to obtain authority
to place quotations on the OTC Bulletin Board, and, in the current periods, were
also the result of the three business opportunities we entered into during 2008
and early 2009.  We also incurred interest expense during the periods
in the current year, including accretion of debt discount of
$44,858.  We had no interest expense in the prior
year.


3




Financial
Condition and Liquidity




At June
30, 2009, we had cash of $65,081 and  total liabilities of $599,315
which are net of debt discount of $209,490, all of which are
current.




On June
5, 2009, we sold a Straight Convertible Debenture (the “Debenture”) to Pinnacle
Resources, Inc., a Wyoming corporation (the “Lender”).  Pursuant to
the terms of the Debenture, the Lender advanced funds to us commencing on
approximately the date of the Debenture and concluding on July 24, 2009, to its
initial principal amount of $500,000.  The Debenture bears interest at
11.5% per annum (8% in excess of the WSJ Prime Rate on the date that the
Debenture was sold).  Principal and accrued interest are due and
payable on June 30, 2010, unless converted, at the option of the Lender, into
shares of our common stock at $.50 per share, subject to adjustment upon the
occurrence of splits, combinations, and certain fundamental
transactions.  The Lender may not exercise its conversion option if,
after giving effect to such conversion, it (together with its affiliates, and
any other person or entity acting as a group together with the Lender or any of
its affiliates) would beneficially own in excess of 4.99% of our common
stock.  We also granted certain “piggyback” registration rights to the
Lender in respect of the shares into which the Debenture may be
converted.




On June
5, 2009, in separate transactions, we amended the terms of our Unsecured
Promissory Notes in favor of the Lender in the principal amounts of $150,000 and
$25,000 to provide for options to convert principal and accrued interest into
shares of our common stock at $.50 per share, subject to adjustment upon the
occurrence of splits, combinations, and certain fundamental
transactions.  Conversion is limited, such that if, after giving
effect to such conversion, the Lender (together with its affiliates, and any
other person or entity acting as a group together with the Lender or any of its
affiliates) would beneficially own in excess of 4.99% of our common
stock.  We also granted certain “piggyback” registration rights to the
Lender in respect of the shares into which the Notes may be
converted.




We will
require additional equity and/or debt to pay our outstanding liabilities, to
meet our ongoing operating expenses, and to satisfy the financial requirements
of the proposed transactions with Neqtar and the New Zealand wineries, as well
as to take advantage of our License Agreement with GreatStone.  There
is no assurance that we will be able to obtain such funds on terms or at a time
acceptable to us, or at all.




Off-Balance
Sheet Arrangements




We had no
off-balance sheet arrangements at June 30, 2009.




ITEM 4T.  CONTROLS
AND PROCEDURES.




Evaluation
of Disclosure Controls and Procedures




Our
executive management is responsible for ensuring the effectiveness of the design
and operation of our disclosure controls and procedures.  We carried
out an evaluation under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rules 13a-15(b) under the Securities Exchange Act of
1934) as of the end of the most recent fiscal quarter.  Based on that
evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that our disclosure controls and procedures (as defined in Rules
13a-15(e) of the Securities Exchange Act of 1934) are effective as of the end of
the period covered by this report.




Inherent
Limitations on Effectiveness of Controls




Our
management, including our Chief Executive Officer and our Chief Financial
Officer, do not expect that our disclosure controls and procedures will prevent
or detect all error and all fraud.  A control system, no matter how
well designed and operated, can provide only reasonable, not absolute, assurance
that the control system’s objectives will be met.  The design of a
control system must reflect the fact that there are resource constraints, and
the benefits of controls must be considered relative to their
costs.  Further, because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that
misstatements due to error or fraud will not occur or that all control issues
and instances of fraud, if any, have been detected.  These inherent
limitations include the realities that judgments in decision-making can be
faulty and that breakdowns can occur because of simple error or
mistake.  Controls can also be circumvented by the individual acts of
some persons, by collusion of two or more people or by management override of
the controls.  The design of any system of controls is based in part
on certain assumptions about the likelihood of future events, and there can be
no assurance that any design will succeed in achieving its stated goals under
all potential future conditions.  Projections of any evaluation of
controls effectiveness to future periods are subject to risks.  Over
time, controls may become inadequate because of changes in conditions or
deterioration in the degree of compliance with policies or
procedures.


4




Changes
in Internal Control over Financial Reporting




There has
been no change in our internal control over financial reporting (as defined in
Rules 13a-15(f) and 15(d)-15(f) under the Securities Exchange Act of 1934)during our most recent fiscal quarter that has materially affected, or is
reasonably likely materially to affect, our internal control over financial
reporting.


5




PART
II - OTHER INFORMATION




ITEM
6.  EXHIBITS.




Exhibit
                      
                      Description of Exhibit3.1+
                      
                      Articles
      of Incorporation of the registrant filed with the Secretary of State of
      the State of North Carolina on January 10, 1984.3.1a+
                      
                      Amendment
      to the Articles of Incorporation of the registrant filed with the
      Secretary of State of the State of North Carolina on July 19,
      1984.3.1b+
                      
                      Amendment
      to the Articles of Incorporation of the registrant filed with the
      Secretary of State of the State of North Carolina on October 9,
      1984.3.1c+
                      
                      Amendment
      to the Articles of Incorporation of the registrant filed with the
      Secretary of State of the State of North Carolina on January 15,
      1985.3.1d+
                      
                      Certificate
      of reduction of stated capital filed of the registrant filed with the
      Secretary of State of the State of North Carolina on December 16,
      1987.3.1e+
                      
                      Amendment
      to the Articles of Incorporation of the registrant filed with the
      Secretary of State of the State of North Carolina on July 21,
      1988.3.1f+
                      
                      Amendment
      to the Articles of Incorporation of the registrant filed with the
      Secretary of State of the State of North Carolina on June 29,
      1990.3.1g+
                      
                      Amendment
      to the Articles of Incorporation of the registrant filed with the
      Secretary of State of the State of North Carolina on December 7,
      2007.3.1h+
                      
                      Amendment
      to the Articles of Incorporation of the registrant filed with the
      Secretary of State of the State of North Carolina on February 19,
      2009.3.2+
                      
                      Bylaws
      of the registrant as amended through September 21,
1990.3.2a+
                      
                      Amendment
      No. 1 to the Bylaws of the registrant as amended through September 21,
      1990.10.1+
                      
                      Mutual
      Rescission Agreement, effective as of September 30, 2003, between and
      among The Saint James Company, a Delaware corporation (the “Delaware
      Corporation” that, under certain circumstances might have become a
      successor to a North Carolina corporation of the same name), and
      Chih-Chang Chang, Ching-Chou Yang, Tun-Ching Chen, and Yueh-Hui
      Wu.10.2
                      
                      2006
      Broad-Based Stock Option Plan of the registrant (Effective
      date:  December 10, 2006) (incorporated by reference to the
      registrant’s Current Report on Form 8-K, filed with the Securities and
      Exchange Commission on January 3, 2007).10.3
                      
                      Resignation
      Agreement and General Release dated September 19, 2008 between Bruce M.
      Cosgrove and the registrant (incorporated by reference to Exhibit 99.3 to
      the registrant’s Current Report on Form 8-K, filed with the Securities and
      Exchange Commission on October 2, 2008).10.4+
                      
                      Form
      of Registration Rights Agreement, made as of the 10th
      day of March, 2009, by and among the registrant eleven individuals and
      entities.10.5
                      
                      Heads
      of Agreement dated, October 21, 2008, between Neqtar Limited and the
      registrant (incorporated by reference to Exhibit 10.2 to the registrant’s
      Current Report on Form 8-K, filed with the Securities and Exchange
      Commission on October 27, 2008).10.6
                      
                      Letter
      of Intent to Purchase Neqtar Wines PTY LTD and all Related Real Property
      and Interests of Seller, dated March 17, 2008, between Samson Investment
      Company and Neqtar Wines PTY LTD (incorporated by reference to Exhibit
      10.3 to the registrant’s Current Report on Form 8-K, filed with the
      Securities and Exchange Commission on October 27,
  2008).




6




10.7
              
              Designation,
      Assignment, and Assumption Agreement, dated October 20, 2008, between
      Samson Investment Company and the registrant (incorporated by reference to
      Exhibit 10.4 to the registrant’s Current Report on Form 8-K, filed with
      the Securities and Exchange Commission on October 27,
    2008).10.8
              
              Common
      Stock Purchase Warrant of the registrant in favor of Samson Investment
      Company, dated October 20, 2008 (incorporated by reference to Exhibit 10.5
      to the registrant’s Current Report on Form 8-K, filed with the Securities
      and Exchange Commission on October 27, 2008).10.9+
              
              License
      Agreement between GreatStone Wines Pty Ltd and the registrant dated
      January 27, 2009, and executed by February 15, 2009.10.10+
              
              Agreement
      and Plan of Merger, made and entered into as of March 17, 2009, by and
      among Global Management Services, Inc., the registrant, and The Saint
      James New Zealand Wine Company.10.11*
              
              Unsecured
      Promissory Note of the Registrant, dated November 10,
  2008.10.11a*
              
              Amendment
      to Unsecured Promissory Note, Due November 10, 2009, of the Registrant,
      dated June 5, 2009.10.12*
              
              Unsecured
      Promissory Note of the Registrant, dated December 29,
  2008.10.12*
              
              Amendment
      to Unsecured Promissory Note, Due on Demand, of the Registrant, dated June
      5, 2009.10.13*
              
              Straight
      Convertible Debenture, Due June 30, 2009, of the Registrant, dated June 5,
      2009.21.1+
              
              The
      Saint James New Zealand Wine Company.31.1*
              
              Certification
      of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.31.2*
              
              Certification
      of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.32.1*
              
              Certification
      of Chief Executive Officer pursuant to 18 U.S.C. § 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.32.2*
              
              Certification
      of Chief Financial Officer pursuant to 18 U.S.C. § 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.









+
            Incorporated
      by reference from the Company’s Annual Report on Form 10-K/A, as filed on
      April 16, 2009, utilizing the same exhibit
  number.




*
            Filed
      herewith.


7




SIGNATURES





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





THE
      SAINT JAMES COMPANY(Registrant)July
      30, 2009
                /s/
      DALE PAISLEYDale
      PaisleyChief
      Financial Officer




8