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 September 30, 2009




OR





[   ]
            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:  000-13738




THE
SAINT JAMES COMPANY


(Exact
name of registrant as specified in its charter)




North
      Carolina
                        56-1426581(State
      or other jurisdiction of
                        (I.R.S.
      Employer)incorporation
      or organization)
                        Identification
      No.)Broadway
      Plaza, 520 Broadway, Suite 350 Santa Monica CA
                        90401(Address
      of principal executive offices)
                        (Zip
      Code)





(818)
880-5285


(Registrant’s
telephone number, including area code)





Not
Applicable


(Former
name, former address and former fiscal year, if changed since last
report)





___________________


Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 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  [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, non-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]





The
number of shares common stock, $.001 par value, outstanding as of November 2,
2009 was 14,642,156.









THE
SAINT JAMES COMPANY





QUARTERLY
REPORT ON FORM 10-Q





TABLE
OF CONTENTS




PagePART I - FINANCIAL
    INFORMATIONItem
1.
                                                                                    Financial
      StatementsCondensed Balance Sheets
      (unaudited) as of September 30, 2009 andDecember 31,
      2008
                                                                                    3Condensed Statements of
      Operations (unaudited) for the three and nine-month periods ended September
      30, 2009 and 2008
                                                                                    4Condensed Statements of Cash
      Flows (unaudited) for the nine-month periodsended September 30, 2009 and
      2008
                                                                                    6Notes to Consolidated
      Financial Statements (unaudited)
                                                                                    7Item
2.
                                                                                    Management’s Discussion and
      Analysis of Financial Condition and Results of
      Operations
                                                                                    15Item
4.
                                                                                    Controls and
      Procedures
                                                                                    23PART II - OTHER INFORMATIONItem
6.
                                                                                    Exhibits
                                                                                    24Signatures
                                                                                    
                                                                                    25Exhibit
      Index
                                                                                    
                                                                                    26










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.









PART I. - FINANCIAL INFORMATION








ITEM
1.  FINANCIAL STATEMENTS.








The
Saint James Company




Condensed
Financial Statements




(Unaudited)


as
of September 30, 2009 and December 31, 2008


For
Each of the Three and Nine Month Periods Ended September 30, 2009 and
2008










The
Saint James Company




Condensed
Financial Statements




(Unaudited)


as
of September 30, 2009 and December 31, 2008 and


For
Each of the Three and Nine Month Periods Ended September 30, 2009 and
2008









The
Saint James Company
  Index
to the Condensed Financial Statements
 As
of September 30, 2009 and December 31, 2008 and
 For
Each of the Three and Nine Month Periods Ended September 30, 2009 and
2008
 
  Condensed
      Financial Statements of The Saint James Company (a North Carolina
      Corporation):Condensed
      Balance Sheets as of September 30, 2009 and December 31,
    2008
                            2Condensed
      Statements of Operations for Each of the Three and Nine Month Periods
      Ended September 30, 2009 and 2008
                            3Condensed
      Statements of Cash Flows for Each of the Nine Month Periods Ended
      September 30, 2009 and 2008Notes
      to the Condensed Financial Statements
                            6




The
      Saint James CompanyCondensed
      Balance Sheets(Unaudited)ASSETSAs
      of
                                                          
                                                          
                                                          As
      ofSeptember
      30,
                                                          
                                                          
                                                          December
      31,2009
                                                          
                                                          
                                                          2008Current
      assets:Cash
                                                          
                                                          $
                                                          24,645
                                                          
                                                          
                                                          $
                                                          -Total current
      assets
                                                          
                                                          
                                                          24,645
                                                          
                                                          
                                                          
                                                          -Investment
      in New Zealand
                                                          
                                                          
                                                          19,864
                                                          
                                                          
                                                          
                                                          -Total
      assets
                                                          
                                                          $
                                                          44,509
                                                          
                                                          
                                                          $
                                                          -LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)Current
      liabilities:Accounts
      payable
                                                          
                                                          $
                                                          13,213
                                                          
                                                          
                                                          $
                                                          13,213Shareholder
      advances made on behalf of the Company
                                                          
                                                          
                                                          113,054
                                                          
                                                          
                                                          
                                                          119,731Accrued
      liabilities
                                                          
                                                          
                                                          563,764
                                                          
                                                          
                                                          
                                                          44,795Convertible
      debt, net of discount of $279,527 and $0
                                                          
                                                          
                                                          395,473
                                                          
                                                          
                                                          
                                                          175,000Total current
      liabilities
                                                          
                                                          
                                                          1,085,504
                                                          
                                                          
                                                          
                                                          352,739Total
      liabilities
                                                          
                                                          $
                                                          1,085,504
                                                          
                                                          
                                                          $
                                                          352,739Stockholders'
      deficit:Common
      stock, $.001 par value, 50,000,000 sharesauthorized,
      11,999,057 shares issued and outstanding
                                                          
                                                          $
                                                          11,999
                                                          
                                                          
                                                          $
                                                          11,999Additional paid in
      capital
                                                          
                                                          
                                                          4,140,801
                                                          
                                                          
                                                          
                                                          3,734,924Accumulated
      deficit
                                                          
                                                          
                                                          (5,193,795
                                                          )
                                                          
                                                          
                                                          (4,099,662
                                                          )Total
      stockholders' deficit
                                                          
                                                          $
                                                          (1,040,995
                                                          )
                                                          
                                                          $
                                                          (352,739
                                                          )Total
      liabilities and stockholders' equity
                                                          
                                                          $
                                                          44,509
                                                          
                                                          
                                                          $
                                                          -
  The
accompanying notes are an integral part of the combined financial
statements.
  The
Saint James Company
 Condensed
Statements of Operations
 
 (Unaudited)
 
  For
      the Nine Month
                                                              
                                                              
                                                              For
      the Three MonthPeriod
      Ended September 30,
                                                              
                                                              
                                                              Period
      Ended September 30,2009
                                                              
                                                              
                                                              2008
                                                              
                                                              
                                                              2009
                                                              
                                                              
                                                              2008Operating
      expenses:Professional
      fees
                                                              
                                                              $
                                                              549,544
                                                              
                                                              
                                                              $
                                                              120,138
                                                              
                                                              
                                                              $
                                                              272,890
                                                              
                                                              
                                                              $
                                                              36,374Consulting
      fees
                                                              
                                                              
                                                              301,897
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              223,934
                                                              
                                                              
                                                              
                                                              -General and
      administrative
                                                              
                                                              
                                                              83,180
                                                              
                                                              
                                                              
                                                              25,000
                                                              
                                                              
                                                              
                                                              52,558
                                                              
                                                              
                                                              
                                                              25,000Impairment of
      artwork
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              50,000
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              50,000Total
      operatingexpenses
                                                              
                                                              
                                                              934,621
                                                              
                                                              
                                                              
                                                              195,138
                                                              
                                                              
                                                              
                                                              549,382
                                                              
                                                              
                                                              
                                                              111,374Loss
      from operations
                                                              
                                                              
                                                              (934,621
                                                              )
                                                              
                                                              
                                                              (195,138
                                                              )
                                                              
                                                              
                                                              (549,382
                                                              )
                                                              
                                                              
                                                              (111,374
                                                              )Other
      income (expense):Other
    income
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -Interest
      expense
                                                              
                                                              
                                                              (159,512
                                                              )
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              (105,086
                                                              )
                                                              
                                                              
                                                              -Total
      other expense
                                                              
                                                              
                                                              (159,512
                                                              )
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              (105,086
                                                              )
                                                              
                                                              
                                                              -Net
      loss
                                                              
                                                              $
                                                              (1,094,133
                                                              )
                                                              
                                                              $
                                                              (195,138
                                                              )
                                                              
                                                              $
                                                              (654,468
                                                              )
                                                              
                                                              $
                                                              (111,374
                                                              )Loss
      per share - basic and dilutedNet loss per
      share - basicand
      diluted
                                                              
                                                              $
                                                              (0.09
                                                              )
                                                              
                                                              $
                                                              (0.02
                                                              )
                                                              
                                                              $
                                                              (0.05
                                                              )
                                                              
                                                              $
                                                              (0.01
                                                              )Weighted
      average sharesoutstanding
                                                              
                                                              
                                                              11,999,057
                                                              
                                                              
                                                              
                                                              11,999,057
                                                              
                                                              
                                                              
                                                              11,999,057
                                                              
                                                              
                                                              
                                                              11,999,057
 
 The
accompanying notes are an integral part of the combined financial
statements.
  The
Saint James Company
 
 Condensed
Statements of Operations
 (Unaudited)
 For
      the Nine MonthPeriod Ended September
      30,2009
                      
                      
                      2008RestatedCash
      flows used in operating activities:Net loss
                      
                      $
                      (1,094,133
                      )
                      
                      $
                      (195,138
                      )Adjustments to reconcile net loss
      to netcash used in operating
      activities:Common stock issued for services
      provided
                      
                      
                      -
                      
                      
                      
                      -Impairment of
      Artwork
                      
                      
                      -
                      
                      
                      
                      50,000Gain on settlement
      amount
                      
                      
                      -
                      
                      
                      
                      -Warrants for services
      rendered
                      
                      
                      -
                      
                      
                      
                      -Accretion of loan
      discount
                      
                      
                      126,350
                      
                      
                      
                      -Contributions of shareholders
      used to payexpenses
                      
                      
                      -
                      
                      
                      
                      -Increase (decrease) in
      liabilities:Amounts due related
      parties
                      
                      
                      113,054
                      
                      
                      
                      25,000Accrued
      expenses
                      
                      
                      399,238
                      
                      
                      
                      40,000Cash
      used in operating activities
                      
                      
                      (455,491
                      )
                      
                      
                      (80,138
                      )Cash
      flows used in investing activities:Potential acquisition
      costs
                      
                      
                      (19,864
                      )
                      
                      
                      -Cash
      used in investing activities
                      
                      
                      (19,864
                      )
                      
                      
                      -Cash
      flows provided by financing activities:Capital contributions of
      services
                      
                      
                      -
                      
                      
                      
                      80,138Proceeds from notes
      payable
                      
                      
                      500,000
                      
                      
                      
                      -Cash
      provided by financing activities
                      
                      
                      500,000
                      
                      
                      
                      80,138Net
      increase (decrease) in cash
                      
                      
                      24,645
                      
                      
                      
                      -Cash
      at beginning of period
                      
                      
                      -
                      
                      
                      
                      -Cash
      at end of period
                      
                      $
                      24,645
                      
                      
                      $
                      -
 
 The
accompanying notes are an integral part of the combined financial
statements.
  The
      Saint James CompanyCondensed
      Statements of Operations(Unaudited)Supplemental
      Disclosure of Cash Flow InformationFor
      the Nine MonthPeriod Ended September
      30,2009
                                                                  
                                                                  
                                                                  2008Cash
      paid during the fiscal years for:Interest
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -Income
    taxes
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -Non-Cash
      TransactionsIssuance
      of shares in satisfaction of accountspayable:Accrued
      expenses
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  80,138Additional paid in
      capital
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  (80,138
                                                                  )Discount
      on convertible notes payableDiscount on convertible notes
      payable
                                                                  
                                                                  $
                                                                  (405,876
                                                                  )
                                                                  
                                                                  $
                                                                  -Additional paid in
      capital
                                                                  
                                                                  $
                                                                  405,876
                                                                  
                                                                  
                                                                  $
                                                                  -


The
Saint James Company
  Notes
to the Condensed Financial Statements
 (Unaudited)


1.       Organization






History






In
November 2009, the Company acquired the EOS Companies and is therefore no longer
a development stage enterprise.  See Note for a description of this
acquisition.






Basis
of Presentation






These
condensed financial statements are presented in United States dollars and have
been  prepared in accordance with accounting principles generally
accepted in the United States for interim financial information and with the
instructions to Securities and Exchange Commission (“SEC”) Form 10-Q and Article
8 of SEC Regulation S-X. The principles for interim financial information do not
require the inclusion of all the information and footnotes required by generally
accepted accounting principles for complete financial statements. Therefore,
these financial statements should be read in conjunction with the Company’s
Annual Report on Form 10-K for the year ended December 31, 2008. The condensed
financial statements included herein are unaudited; however, in the opinion of
management, they contain all normal recurring adjustments necessary for a fair
statement of the condensed results for the interim periods. Operating results
for the three month and nine month periods ended September 30, 2009 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2009.






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 nine-month periods ended September 30, 2009 and 2008 to conform to
the current year presentation.  These reclassifications had no effect
on previously reported results of operations or financial position.









The
Saint James Company
  Notes
to the Condensed Financial Statements
 (Unaudited)







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.






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 (ASC 825), 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.









The
Saint James Company
  Notes
to the Condensed Financial Statements
 (Unaudited)







Recent
Accounting Pronouncements






In June
2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification
and the Hierarchy of Generally Accepted Accounting Principles - a replacement of
FASB Statement No. 162,” and also issued Accounting Standards No. 2009-01,
“Generally Accepted Accounting Principles” (ASC Topic 105-10), which establishes
the FASB Accounting Standards Codification (the “Codification” or “ASC”) as the
official single source of authoritative U.S. generally accepted accounting
principles (“GAAP”). All guidance contained in the Codification carries an equal
level of authority.  All existing accounting standards are
superseded.  All other accounting guidance not included in the
Codification will be considered non-authoritative.  The Codification
also includes all relevant SEC guidance organized using the same topical
structure in separate sections within the Codification.  The
Codification is not intended to change GAAP, but it will change the way GAAP is
organized and presented.  The Codification is effective for financial
statements issued for interim and annual periods ending after September 15,
2009.  Except for the disclosure requirements, the adoption of this
statement did not have an impact on the determination or reporting of the
Company’s financial statements.  The Company is providing the
Codification cross-reference alongside the references to the standards issued
and adopted prior to the adoption of the
Codification.    The Codification does not change current US
GAAP, but is intended to simplify user access to all authoritative US GAAP by
providing all the authoritative literature related to a particular topic in one
place. All existing accounting standard documents will be superseded and all
other accounting literature not included in the Codification will be considered
non-authoritative. As it relates to the Company, the Codification is effective
July 1, 2009 and will require future references to authoritative US GAAP to
coincide with the appropriate section of the Codification. Accordingly, this
standard will not have an impact on the Company’s results of operations or
financial condition.






In
September 2006, FASB Statement No. 157 Fair Value Measurements (ASC 820-10), 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.






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, (ASC 825-10), 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.









The
Saint James Company
  Notes
to the Condensed Financial Statements
 (Unaudited)







In
December 2007, the FASB issued SFAS No. 141(R), Business Combinations (ASC
805).  ASC 805 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.  ASC 805 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 (ASC 810-10-65), 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.  ASC 810-10-65 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.






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” (ASC 820-10-35)
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.









The
Saint James Company
  Notes
to the Condensed Financial Statements
 (Unaudited)







In
November 2008, the FASB ratified the Emerging Issues Task Force (EITF) consensus
on Issue No. 08-6, “Equity Method Investment Accounting Considerations” (ASC
323-10) which addresses 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, ASC 323-10 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.






4.       Related Party
Transactions






Certain
officers, directors and shareholders have advanced funds to and/or paid expenses
on behalf of the Company.  These amounts are recorded as amounts due
to related parties.






5.       Financial Results, Liquidity
and Management's Plan






The
Company has a cash balance of $24,645 at September 30, 2009, current liabilities
of $1,085,504, an accumulated deficit of $5,193,795 and has incurred a net loss
for the nine-month period ended September 30, 2009 of $1,094,133.  In
addition, the acquisition of the EOS Companies has used all of the Company's
resources.  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.









The
Saint James Company
  Notes
to the Condensed Financial Statements
 (Unaudited)







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 September 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.






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 value of the conversion features has been
recorded as a discount on the notes payable and 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-




Convertible
      notes payable at September 30, 2009 consisted of the
      following:Convertible
      note payable, interest at prime plus 8% (11.5% atSeptember
      30, 2009), convertible into shares of the Company’scommon
      stock at $0.50 per share, due June 2010
                    
                    $
                    500,000Convertible
      note payable, without collateral, interest at 10% perannum,
      convertible into shares of the Company’s commonstock
      at $0.50 per share, principal and interest due in November2009
                    
                    
                    150,000Convertible
      note payable, without collateral, interest at 10%per
      annum, convertible into shares of the Company’s commonstock
      at $0.50 per share, principal and interest due on demand
                    
                    
                    25,000Total
                    
                    
                    675,000Discount
                    
                    
                    (279,527
                    )Total convertible notes
      payable, net of discount
                    
                    $
                    395,473









The
Saint James Company
  Notes
to the Condensed Financial Statements
 (Unaudited)







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.






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






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,
      December 31, 2007
                          
                          
                          -
                          
                          
                          $
                          -Issued
                          
                          
                          120,000
                          
                          
                          $
                          10.00Exercised
                          
                          
                          -
                          
                          
                          $
                          -Outstanding,
      December 31, 2008
                          
                          
                          120,000
                          
                          
                          $
                          10.00Issued
                          
                          
                          -
                          
                          
                          $
                          -Exercised
                          
                          
                          -
                          
                          
                          $
                          -Outstanding
      and exercisable, September 30, 2009
                          
                          
                          120,000
                          
                          
                          $
                          10.00









The
Saint James Company
  Notes
to the Condensed Financial Statements
 (Unaudited)




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 not continuing to pursue
this acquisition.






10.           New ZealandWineries






Effective
as of May 18, 2009, we entered into agreements to acquire the capital stock or
assets of three premier New Zealand wineries:  Lawson's 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
and the consent of the New Zealand government's Overseas Invesment
Office.  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.  During the three month
period ended September 30, 2009, Lawson's withdrew from the agreement following
the expiration of a deadline for satisfaction of certain conditions of
closing.






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:









The
Saint James Company
  Notes
to the Condensed Financial Statements
 (Unaudited)




For
      the Nine Months Period Ended September 30,2009
                          
                          
                          
                          2008Net
      loss
                          
                          $
                          (1,094,133
                          )
                          
                          $
                          (195,138
                          )Weighted
      average number of common sharesoutstanding
                          
                          
                          11,999,057
                          
                          
                          
                          11,999,057Net
      loss per share
                          
                          $
                          (0.09
                          )
                          
                          $
                          (0.02
                          )




The
following securities were not included in the computation of diluted net loss
per share as the effect would have been anti-dilutive:




For
      the Nine MonthPeriod Ended September
      30,2009
                    
                    
                    2008Warrants
      to purchase common stock
                    
                    
                    120,000
                    
                    
                    
                    -




12.           Subsequent
Events






Sales
of Common Stock






In
October and November 2009, we sold 132,500 shares of our common stock for $2.00
per share.  We have agreed to pay 8% of the amounts raised for
commissions and expenses and have agreed to issue 8% of the shares issued to the
selling agent.  The sale of our common shares is ongoing under these
conditions.






Acquisition






On
November 3, 2009, the Company acquired all of the membership interests of
Emerald Wines, LLC and Sapphire Wines, LLC (the "EOS Companies"). The EOS
Companies operate the EOS Estate Winery and distribute wines including, without
limitation, Cupa Grandis, EOS Estate Private Reserve, EOS Estate, Lost Angel,
Novella, Carneros Creek, and Wildhurst.






The
purchase price included:




i)
            Cash
      consideration of $300,000, payable in 3 weekly installments commencing on
      or about October 30, 2009;


ii)
            a
      secured convertible promissory note payable, which was initially valued at
      $6,128,560 and is subject to adjustment;
and


iii)
            2,500,000
      shares of the Company’s common
stock


iv)
            contingent
      consideration consisting of an “earnout” pursuant to which the seller
      could earn up to an additional 300,000 shares of common stock subject to
      achieving certain sales thresholds and cash flow targets for 2009 and
      2010.









The
Saint James Company
  Notes
to the Condensed Financial Statements
 (Unaudited)




As part
of the Membership Interest Purchase Agreement, the Company acquired the Eos
Companies subject to liabilities, including overdue obligations of
approximately:




i)
            $7,500,000
      to Farm Credit Bank West (“Farm
Credit”);


ii)
            a
      “Bridge Loan” in the amount of $5,325,920 (as of October 31, 2009) due to
      Entertainment Properties Trust, DownREIT,
Inc.;


iii)
            a
      “Grower Loan” in the amount of $3,187,500 due to Entertainment Properties
      Trust, DownREIT, Inc.; and


iv)
            past
      due rent obligations under the existing Vineyard and Winery lease with
      Paso Robles VinREIT, LLC of
$660,964.




The total
purchase price of $12,028,560 has initially been allocated to the assets and
liabilities as follows:




Current
      assets
                  
                  $
                  15,738,496Equipment
                  
                  $
                  20,881,501Intangible
      assets
                  
                  $
                  15,943,751Current
      liabilities
                  
                  $
                  46,763,748Equity
                  
                  $
                  5,800,000




These
allocations are preliminary and will be adjusted upon completion of the
valuation of the assets and liabilities acquired.






The
following results of operations reflect what would have been the results of the
combined companies as if the acquisition had taken place on January 1,
2008.  These results do not reflect what will occur in the
future.




For
      the Nine Month
                    
                    
                    For
      the Three MonthPeriod Ended September
      30,
                    
                    
                    Period Ended September
      30,2009
                    
                    
                    2008
                    
                    
                    2009
                    
                    
                    2008Revenue
                    
                    $
                    12,078,175
                    
                    
                    $
                    9,769,017
                    
                    
                    $
                    3,757,926
                    
                    
                    $
                    1,449,317Net
      income (loss)
                    
                    $
                    (889,430
                    )
                    
                    $
                    (512,968
                    )
                    
                    $
                    (1,041,812
                    )
                    
                    $
                    (442,374
                    )









ITEM
2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS





Forward-Looking
Statements





The
following discussion may contain certain forward-looking statements. Such
statements are not covered by the safe harbor provisions. These statements
include the plans and objectives of management for future growth of the Company,
including plans and objectives related to the consummation of acquisitions and
future private and public issuances of the Company's equity and debt securities.
The forward-looking statements included herein are based on current expectations
that involve numerous risks and uncertainties. Assumptions relating to the
foregoing involve judgments with respect to, among other things, future
economic, competitive and market conditions and future business decisions, all
of which are difficult or impossible to predict accurately and many of which are
beyond the control of the Company. Although the Company believes that the
assumptions underlying the forward-looking statements are reasonable, any of the
assumptions could be inaccurate and, therefore, there can be no assurance that
the forward-looking statements included in this report will prove to be
accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation by the Company or any other person
that the objectives and plans of the Company will be achieved.





The words
“we,” “us” and “our” refer to the Company. The words or phrases “would be,”
“will allow,” “intends to,” “will likely result,” “are expected to,” “will
continue,” “is anticipated,” “estimate,” “project,” or similar expressions are
intended to identify “forward-looking statements.” Actual results could differ
materially from those projected in the forward looking statements as a result of
a number of risks and uncertainties, including but not limited to: (a) limited
amount of resources devoted to achieving our business plan; (b) our failure to
implement our business plan within the time period we originally planned to
accomplish; (c) our strategies for dealing with negative cash flow; and (d)
other risks that are discussed in this report or included in our previous
filings with the Securities and Exchange Commission.





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.




Overview




On
November 3, 2009, we closed a transaction pursuant to which we acquired all of
the membership interests of the EOS Companies. The EOS Companies operate the EOS
Estate Winery and distribute wines, including, without limitation, Cupa Grandis,
EOS Estate Private Reserve, EOS Estate, Lost Angel, Novella, Carneros Creek, and
Wildhurst.





The
purchase price included (i) cash consideration to Saphire in the sum of
$300,000, payable in 3 weekly installments commencing on October 30, 2009; (ii)
a secured convertible promissory note to Saphire (the “EOS Note”), which was
valued at $6,128,560 and is subject to adjustment; and (iii) 2,500,000 shares of
our common stock. The Company also granted Saphire an “earnout” pursuant to
which it could earn up to an additional 300,000 shares of common stock subject
to certain sales and cash flow targets for 2009 and 2010.





As part
of the Agreement, SJ EOS has acquired Sapphire subject to its liabilities
including overdue obligations of approximately (i) $7,500,000 to Farm Credit
Bank West (“Farm Credit”); (ii) a “Bridge Loan” in the amount of $5,325,920 (as
of October 31, 2009) due to VinREIT; (iii) a “Grower Loan” in the amount of
$3,187,500; and (iv) past due rent obligations under the existing Saphire
vineyard and winery lease with VinREIT of $660,964.












We are
currently looking for another bank to replace Farm Credit and extend sufficient
credit to allow us to repay the Farm Credit overdue obligation that is currently
in default. As of the date of this Report, we have not identified a replacement
bank for this obligation.  With respect to the Bridge Loan, the Grower
Loan and the existing VinREIT vineyard and winery lease, Saphire is in default
under these obligations and we are currently in discussions with VinREIT and
have received a Term Sheet from VinREIT addressing these issues on the terms set
forth herein.





If the
transaction with VinREIT proceeds as we have discussed with VinREIT, Sapphire
will be (i) entering into a new $25.5 million lease for the vineyard and winery
with VinREIT terminating December 31, 2017 (with annual payment obligations of
$2,040,000, payable monthly and subject to adjustment); and (ii) obtaining a
$5,500,000 promissory note from VinREIT which will satisfy both of the
outstanding Bridge Loan and Grower Loan obligations, with VinREIT agreeing to
waive repayment of all amounts over $5,500,000 so long as the past due rent is
paid and the Farm Credit debt obligation is assumed by another bank. The
proposed transaction with VinREIT requires that we bring current the past due
rent obligations of $660,964 and find a bank to replace the Farm Credit
obligation that is currently in default.





In
addition, we agreed to (i) deliver into escrow for the benefit of VinREIT the
first $600,000 of accounts receivable which we collect and (ii) engaged Jeffrey
Hopmayer, a principal of the Sellers, as a Consultant for a period of three (3)
years, at a fee of $285,000 per year.  The Sellers have also entered
into a transition service agreement with us which provides for certain
transition services to be provided by the Sellers during the 90 day period
following the closing of the EOS Transaction.




The
financial statements of the acquired entities do not reflect the changes in
results of operations, liquidity and financial resources that will occur as a
result of our acquisition of these entities.




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.  Larsow Dry Hills has
cancelled this agreement..






Results
of Operations




For
the Three- and Nine-Month Periods Ended September 30, 2009 compared to the
Three-and Nine Month Periods Ended September 30, 2008




During
the three- and nine-month periods ended September 30, 2009 and 2008we did not
have any revenues.









During
the three- and nine-month periods ended September 30, 2009, our general and
administrative expenses were $52,558 and $83,180, in comparison with $25,000and
$25,000 for the same periods in the prior year.  In addition, we
incurred consulting fees of $160,334 and $238,297 in the three and nine month
periods in 2009 compared to no similar expenses during the same periods in
2008.  Our professional fees were $2723,890 and $549,544 during the
three month and nine month periods in 2009 compared to $36,374 and $120,138
during the same periods in 2008.  The increase in professional fees
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 were also the result of the three business
opportunities we entered into during 2008 and early 2009.   The
increase in general and administrative expenses and consulting fees related to
the commencement of our operations and the development our infrastructure
necessary to support our operations.  We also incurred interest expense
during the periods in the current year, including accretion of debt
discount.  We had no interest expense in the prior year.




Financial Condition and
Liquidity




At
September 30, 2009, we had cash of $24,645and total liabilities of
$1,020,914 which are net of debt discount of $279,527, 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.





At
September 30, 2009, we had negative working capital of $977,395.  Our
acquisition of EOS in November 2009 has resulted in $22,776,546 of EOS current
liabilities being converted into a lease obligation of $25.5 million and has
increased other debt obligations by about $6.5 million.  About $7.5
million of EOS current notes payable are in default; we do not have the ability
to cure this default and have not yet secured a new lender for this
amount.  Further, we need additional funds to pay for the current
harvest.  EOS has cash used in operating activities of $344,593 during
2009 and has had cash used in operating activities in each
period.  The provisions of our acquisition of EOS will increase the
negative flow from operations.










Although
we have raised $265,000 through the sale of 132,500 shares of our common stock,
this is not sufficient to meet our current and future cash
requirements.  We are continuing to attempt to raise additional funds
through sales of common stock, but there are no assurances that we will raise
sufficient amounts to meet our current needs.





We do not
believe that EOS will generate sufficient funds from its operations in the near
future to meet our cash needs.  We believe, however, that the
acquisition of the New Zealand wine operations that we are currently pursuing
will provide sufficient cash flow to meet all of our cash
requirements.  The potential lender for the proposed New Zealand
properties, who is also the lessor of the EOS properties, required that we
complete the EOS transaction before they would consider financing the New
Zealand acquisitions.  As the EOS transaction is now complete, we
believe that the financing for New Zealand will be approved.  There is
no assurance that this will occur, or, if it does, that cash flow from
operations will be sufficient to meet our obligations.





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 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 September 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.





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.










PART
II – OTHER INFORMATION











Item
6.  Exhibits


31.1
              Certification
      pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002, executed by Richard Hurst,
      Chief Executive Officer of The Saint James Company31.2
              Certification
      pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002, executed by Dale Paisley,
      Chief Financial Officer of The Saint James Company.32.1
              Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002, executed by Richard Hurst, Chief Executive
      Officer of The Saint James Company.32.2
              Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002, executed by Dale Paisley, Chief Financial
      Officer of The Saint James
Company.









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.




Date:November 23, 2009
                  THE SAINT JAMES COMPANY(Registrant)By:
                  /s/
      Richard HurstRichard
      HurstChief
      Executive Officer(Principal
      Executive Officer)




By:
              /s/
      Dale PaisleyDale
      PaisleyChief
      Financial Officer (PrincipalFinancial
      Officer and Accounting Officer)










Exhibit
Index








Exhibit
      Number
              Description31.1
              Certification
      pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002, executed by Robert M.
      Holster, Chief Executive Officer of HMS Holdings Corp.31.2
              Certification
      pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002, executed by Walter D. Hosp,
      Chief Financial Officer of HMS Holdings Corp.32.1
              Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002, executed by Robert M. Holster, Chief
      Executive Officer of HMS Holdings Corp.32.2
              Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002, executed by Walter D. Hosp, Chief
      Financial Officer of HMS Holdings
Corp.