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

                                  FORM 10-KSB/A

                                   (Mark one)
  [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934


                  FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2007

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



                         Commission File Number: 0-13738

                             THE SAINT JAMES COMPANY

             (Exact Name of Registrant as Specified in its charter)

North Carolina                                        56-1426581
--------------                                        ----------
(State of Incorporation)                    (I.R.S. Employer Identification No.)


                        4505 Las Virgenes Road, Suite 210
                               Calabasas, CA 91302
                                 (310) 739-5696
                              --------------------

          (Address and Telephone Number of Principal Executive Offices)

        Securities registered pursuant to Section 12 (b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:
                         Common Stock, $0.001 par value.


Check whether the issuer:  (1) 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 [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [X]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) Yes [X] No [ ]



<PAGE>




State issuer's revenues for its most recent fiscal year:  $0.

The aggregate market value of the voting stock held by  non-affiliates  computed
by reference to the average bid and asked prices of such stock on March 14, 2008
was $0. The Company's stock does not trade on any public market at this time.

On March 14, 2008,  the  Registrant  had  11,999,057  shares of its common stock
issued  and  outstanding.  Of the  11,999,057  shares  issued  and  outstanding,
11,586,046 shares are held by non-affiliates. The Registrant's common stock does
not trade on any public markets at this time.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X].


<PAGE>
<TABLE>
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                                TABLE OF CONTENTS

                                                                                PAGE NUMBER
PART I

ITEM 1       Description of Business                                            1
ITEM 2       Description of Property                                            5
ITEM 3       Legal Proceedings                                                  6
ITEM 4       Submission of Matters to A Vote of Security Holders                6

PART II

ITEM 5       Market For Common Equity, Related Stockholder Matters              6
ITEM 6       Management's Discussion and Analysis                               7
ITEM 7       Financial Statements                                               9

ITEM 8       Changes In and Disagreements with Accountants and
                  Financial Disclosure                                          9
ITEM 8A(T)   Controls And Procedures                                            9
ITEM 8B      Other Information                                                  11

PART III

ITEM 9       Directors and Executive Officers of the Company                    11
ITEM 10      Executive Compensation                                             12
ITEM 11      Security Ownership of Certain Beneficial Owners and
             Management and Related Stockholder Matters                         14
ITEM 12      Certain Relationships and Related Transactions                     16

PART IV

ITEM 13      Exhibits                                                           16
ITEM 14      Principal Accountant Fees and Services                             16
             Signatures                                                         18

</TABLE>


<PAGE>



                           FORWARD-LOOKING STATEMENTS

In addition to historical information, some of the information presented in this
Annual Report on Form 10-KSB contains  "forward-looking  statements"  within the
meaning of the Private  Securities  Litigation  Reform Act of 1995 (the  "Reform
Act").  Although The Saint James Company ("Saint James" or the "Company",  which
may also be referred to as "we", "us" or "our")  believes that its  expectations
are based on  reasonable  assumptions  within the bounds of its knowledge of its
business and operations:  there can be no assurance that actual results will not
differ materially from our  expectations.  Such  forward-looking  statements are
subject to risks and  uncertainties  that could cause  actual  results to differ
materially from those anticipated,  including but not limited to, our ability to
reach  satisfactorily  negotiated  settlements  with our outstanding  creditors,
vigorously  defend  against  any  further  appeal  that may be made  against our
currently  successful  defense of the law suit brought  against us by certain of
our  shareholders,  bring our  financial  records  and SEC  filings  up to date,
achieve a listing on the over the counter  bulletin  board,  raise debt and, or,
equity to fund negotiated settlements with our creditors and to meet our ongoing
operating expenses and merge with another entity with experienced management and
opportunities  for growth in return  for  shares of our  common  stock to create
value  for  our  shareholders.   Cautionary   statements  regarding  the  risks,
uncertainties and other factors associated with these forward-looking statements
are  discussed  under  "Risk  Factors"  in this  Form  10-KSB.  You are urged to
carefully consider these factors, as well as other information contained in this
Form 10-KSB and in our other periodic reports and documents filed with the SEC.

ITEM 1.   DESCRIPTION OF BUSINESS.

Chem-Waste  Corporation  (the  "Company,"  "we," or "us")  was  incorporated  on
January  10,  1984  under the laws of the State of North  Carolina.  On July 19,
1984,  Chem-Waste  Corporation  changed its name to Radiation  Disposal Systems,
Inc.  From 1984  through  1998,  the Company  designed,  manufactured,  sold and
serviced  equipment  and systems for the  treatment  of  contaminated  insoluble
organic  materials.  However,  due to heavy  competition  in the industry,  that
aspect of the Company's business operations ceased in 1998.

On November 19, 1998  Radiation  Disposal  Systems,  Inc.  exchanged  all of its
outstanding  shares  for an  equivalent  number of  shares  in The  Saint  James
Company,  an entity that had been  incorporated in Delaware on October 13, 1998.
In  connection  with that  transaction,  we changed  our name to The Saint James
Company.

From 1984 through 1998, the Company  designed,  manufactured,  sold and serviced
equipment  and systems  for the  treatment  of  contaminated  insoluble  organic
materials. However, due to heavy competition in the industry, management decided
to cease  the  Company's  business  operations  in 1998.

In 2007,  we changed our name to The Saint James  Company.  The Company does not
currently have active  business  operations,  other than holding certain artwork
and it is currently searching to find a potential purchaser or merger candidate

On December 15, 2005,  the Company made the  acquisition  of Animation  Cell Art
work from The Saint James Collection, LLC., a Nevada Corporation, with a view to
marketing and licensing the cells. Due to limited resources, the Company has not
been able to aggressively pursue its marketing objectives in connection with the
artwork.  None of the  stockholders  of The Saint James  Collection,  LLC.  were
affiliates  of the Company,  or  affiliated  with any director or officer of the
Company,  nor did they have any material  relationships  with the  Company.  The
Company  issued  5,000,000  shares  of  its  restricted   common  stock  to  the
stockholders of The Saint James Collection,  LLC., which represent approximately
41% of the issued and  outstanding  shares of the common stock of the Company at
the time.  The artwork has a value of  $50,000,  which was based upon  5,000,000
shares of common stock issued at a value $0.01 per share (par value).

                                       1

<PAGE>





The animation cell artwork that the Company acquired is collectively called, The
St.  James  Company  Ninja  Turtles  Animation  Collection  ("the Ninja  Turtles
Animation  Collection").  The Ninja Turtles Animation  Collections consists of a
number of production Cels,  pencil drawings,  hand painted  backgrounds and hand
painted pan backgrounds of Ninja Turtles

The Company  intends to focus its business  operations on the marketing and sale
of animation  cell art.  The Company  intends to  establish  relationships  with
different distributors to sell the art. The Company will initially penetrate the
market through two avenues.  The first  includes  providing  limited  numbers of
original  Animation Cell Art to collectors  through  select retail  venues.  The
second avenue is to work closely with charitable  organizations,  who would sell
the original or  reproduction  art to the public or through school  systems,  in
most states, as part of their fundraising efforts.

By  creating  relationships  with  sales  organizations,  we  believe we will be
capable of selling products to retailers and the general public through existing
marketing channels,  providing us with access to vendors with every major retail
chain outlet in America, Canada, and most of Europe and Asia. The animation cell
artwork that the Company acquired is collectively  called, The St. James Company
Ninja Turtles Animation  Collection ("the Ninja Turtles Animation  Collection").
The Ninja Turtles Animation Collections consists of a number of production Cels,
pencil  drawings,  hand painted  backgrounds and hand painted pan backgrounds of
Ninja Turtles

The St. James Company Ninja Turtles Animation Collection consists of a number of
production Cels, pencil drawings,  hand painted backgrounds and hand painted pan
backgrounds.

         The St. James Company Cel Art Collection consists of the following:

         Ninja Turtles Animation Collection  (Dino Cells)

         PRODUCT:  Original Production Cels,  QUANTITY: 23,719
         PRODUCT:  Packaged Cels,             QUANTITY: 18,680
         PRODUCT:  Pencil Drawings,           QUANTITY: 33,266
         PRODUCT:  Painted Backgrounds,       QUANTITY: 1,121

Animation Industry

Animation has  historically  been known as the principal medium of entertainment
for  children.  Originally,  animation  was  primarily  targeted at a television
audience  consisting  mainly  of  children.  The  production  of  animation  has
typically involved developing a range of specific characters suitable to a story
line, then developing  visual effects through the enactment of characters to the
story plot, using  individually  photographed Cels. The individual Cels are hand
produced on clear Celluloid film over a hand painted background,  one scene at a
time.

                                       2

<PAGE>




                                  RISK FACTORS

WE HAVE  INCURRED SIGNIFICANT LOSSES AND ANTICIPATE FUTURE LOSSES

At  December  31,  2007,  we  had  an  accumulated  deficit  of  $3,625,79 1and
stockholders' equity of $36,787. Future losses are likely to occur as we have no
sources of income to meet our operating  expenses.  As a result of these,  among
other factors, we received a report on our consolidated financial statements for
the year ended December 31, 2007 from our independent  accountants  that include
an  explanatory  paragraph  stating  that there is  substantial  doubt about our
ability to continue as a going  concern.  Consistent  with our business plan, we
plan on  reaching  satisfactory  negotiated  settlements  with  our  outstanding
creditors,  vigorously  defending  against any  further  appeal that may be made
against our currently  successful  defense of the lawsuit  brought against us by
certain of our  shareholders,  raising  additional  debt  and/or  equity to fund
settlements  with our creditors and to meet our ongoing  operating  expenses and
attempting  to  merge  with  another  entity  with  experienced  management  and
opportunities  for growth in return  for  shares of our  common  stock to create
value for our shareholders. There can be no assurance that this series of events
will be  successfully  completed.  No  assurances  can be given  that we will be
successful  in  acquiring   operations,   generating  revenues  or  reaching  or
maintaining profitable operations.

OUR EXISTING FINANCIAL  RESOURCES ARE INSUFFICIENT TO MEET OUR ONGOING OPERATING
EXPENSES

We have no sources of income at this time and no existing cash balances that are
adequate to meet our ongoing  operating  expenses.  In the short term, unless we
are able to raise additional debt and/or,  equity we shall be unable to meet our
ongoing operating expenses. On a longer term basis, we plan to acquire an entity
with  experienced  management and the  opportunities  for growth in exchange for
shares of our common stock and are  dependent  on achieving a successful  merger
with a profitable company. No assurances can be given that we will be successful
in  acquiring  operations,   generating  revenues  or  reaching  or  maintaining
profitable operations.

OUR DIRECTORS MAY HAVE CONFLICTS OF INTEREST WHICH MAY NOT BE RESOLVED FAVORABLY
TO US.

Certain  conflicts  of  interest  may exist  between our  directors  and us. Our
Directors  have other business  interests to which they devote their  attention,
and may be expected to  continue  to do so  although  management  time should be
devoted to our business.  As a result,  conflicts of interest may arise that can
be resolved  only  through  exercise  of such  judgment  as is  consistent  with
fiduciary  duties to us.  See  "Directors,  Executive  Officers,  Promoters  and
Control Persons" and "Conflicts of Interest."

THE  REGULATION  OF PENNY  STOCKS  BY SEC AND NASD  MAY  HAVE AN  EFFECT  ON THE
TRADABILITY OF OUR SECURITIES.

Our  securities  are  currently  listed on the Pink Sheets and we are  currently
seeking to have them listed on the over the counter  bulletin board.  Our shares
are subject to a Securities and Exchange  Commission  rule that imposes  special
sales practice  requirements  upon  broker-dealers  who sell such  securities to
persons other than established customers or accredited  investors.  For purposes
of the  rule,  the  phrase  "accredited  investors"  means,  in  general  terms,
institutions  with assets in excess of $5,000,000,  or individuals  having a net
worth in excess of $1,000,000  or having an annual income that exceeds  $200,000
(or  that,  when  combined  with  a  spouse's  income,  exceeds  $300,000).  For
transactions  covered  by the  rule,  the  broker-dealer  must  make  a  special
suitability  determination for the purchaser and receive the purchaser's written
agreement  to the  transaction  prior to the  sale.  Consequently,  the rule may
affect the ability of  broker-dealers to sell our securities and also may affect
the  ability of  purchasers  in this  offering to sell their  securities  in any
market that might develop therefore.

                                       3

<PAGE>





In addition,  the  Securities  and Exchange  Commission  has adopted a number of
rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1, 15g-2,
15g-3,  15g-4,  15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange
Act of 1934, as amended. Because our securities constitute "penny stocks" within
the meaning of the rules, the rules would apply to us and to our securities. The
rules may further  affect the ability of owners of Shares to sell our securities
in any market that might develop for them.

Shareholders  should  be  aware  that,  according  to  Securities  and  Exchange
Commission,  the  market  for penny  stocks has  suffered  in recent  years from
patterns of fraud and abuse. Such patterns include (i) control of the market for
the  security  by one or a few  broker-dealers  that are  often  related  to the
promoter or issuer; (ii) manipulation of prices through prearranged  matching of
purchases and sales and false and misleading press releases; (iii) "boiler room"
practices   involving   high-pressure   sales  tactics  and  unrealistic   price
projections  by  inexperienced  sales persons;  (iv)  excessive and  undisclosed
bid-ask  differentials  and  markups  by  selling  broker-dealers;  and  (v) the
wholesale dumping of the same securities by promoters and  broker-dealers  after
prices  have been  manipulated  to a desired  consequent  investor  losses.  Our
management is aware of the abuses that have occurred  historically  in the penny
stock  market.  Although  we do not  expect to be in a position  to dictate  the
behavior  of the market or of  broker-dealers  who  participate  in the  market,
management  will strive within the confines of practical  limitations to prevent
the described patterns from being established with respect to our securities.

OUR STOCK  WILL IN ALL  LIKELIHOOD  BE THINLY  TRADED AND AS A RESULT YOU MAY BE
UNABLE  TO SELL AT OR NEAR ASK  PRICES OR AT ALL IF YOU NEED TO  LIQUIDATE  YOUR
SHARES.

The shares of our common stock may be  thinly-traded  on the OTC Bulletin Board,
meaning that the number of persons interested in purchasing our shares of common
stock  at or near ask  prices  at any  given  time  may be  relatively  small or
non-existent.  This situation is attributable to a number of factors,  including
the fact  that we are a small  company  which  is  relatively  unknown  to stock
analysts,  stock brokers,  institutional  investors and others in the investment
community that generate or influence  sales volume,  and that even if we came to
the  attention  of such  persons,  they  tend to be  risk-averse  and  would  be
reluctant to follow an unproven, early stage company such as ours or purchase or
recommend  the  purchase  of our  shares of common  stock  until such time as we
became more  seasoned  and  viable.  As a  consequence,  there may be periods of
several  days or more when  trading  activity  in our shares of common  stock is
minimal or non-existent,  as compared to a seasoned issuer which has a large and
steady volume of trading activity that will generally  support  continuous sales
without an adverse effect on Securities  price. We cannot give you any assurance
that a broader or more  active  public  trading  market for our shares of Common
Stock  will  develop  or be  sustained,  or  that  any  trading  levels  will be
sustained. Due to these conditions, we can give investors no assurance that they
will be able to sell  their  shares of common  stock at or near ask prices or at
all if you need money or  otherwise  desire to  liquidate  your shares of common
stock of our Company.

                                       4

<PAGE>




RULE 144 SALES IN THE FUTURE MAY HAVE A DEPRESSIVE EFFECT ON OUR STOCK PRICE.

All of the  outstanding  shares of common  stock held by our  present  officers,
directors,  and affiliate  stockholders are "restricted  securities"  within the
meaning of Rule 144 under the Securities Act of 1933, as amended.  As restricted
Shares,  these Shares may be resold only  pursuant to an effective  registration
statement or under the requirements of Rule 144 or other  applicable  exemptions
from  registration  under  the  Act  and  as  required  under  applicable  state
securities  laws.  Rule 144  provides  in  essence  that a  person  who has held
restricted  securities  for  6  months  may,  under  certain  conditions,   sell
restricted  securities without any volume limitations.  A sale under Rule 144 or
under any other  exemption  from the Act, may have a depressive  effect upon the
price of the common stock in any market that may develop.

THE PRICE OF OUR COMMON STOCK COULD BE HIGHLY VOLATILE

Our intention is for our shares of common stock to become quoted on the Over the
Counter  Bulletin  Board.  If our shares  are  quoted,  on the over the  counter
bulletin  board,  it is likely  that our  common  stock will be subject to price
volatility, low volumes of trades and large spreads in bid and ask prices quoted
by market  makers.  Due to the low volume of shares  traded on any trading  day,
persons buying or selling in relatively  small  quantities may easily  influence
prices of our common stock. This low volume of trades could also cause the price
of our stock to  fluctuate  greatly,  with  large  percentage  changes  in price
occurring in any trading day  session.  Holders of our common stock may also not
be able to  readily  liquidate  their  investment  or may be  forced  to sell at
depressed prices due to low volume trading.  If high spreads between the bid and
ask prices of our common stock exist at the time of a purchase,  the stock would
have to appreciate  substantially on a relative percentage basis for an investor
to recoup their investment.  Broad market  fluctuations and general economic and
political  conditions may also  adversely  affect the market price of our common
stock.  No assurance can be given that an active market in our common stock will
develop or be sustained.  If an active  market does not develop,  holders of our
common  stock may be unable to readily  sell the shares  they hold or may not be
able to sell their shares at all.

WE DO NOT ANTICIPATE PAYING CASH DIVIDENDS ON OUR COMMON STOCK

We do not  anticipate  paying  any cash  dividends  on our  common  stock in the
foreseeable future.

EMPLOYEES

Bruce  Anthony  Cosgrove is the  President  and CEO as of November  2006;  Wayne
Gronquist,  Esq. is the Secretary of the Company,  Mr. Hamilton is a Director of
the Company and was appointed at the November 6, 2006 Board of Director Meeting.
Neither Mr.  Gronquist,  Mr. Cosgrove nor Mr. Hamilton do not currently  receive
compensation for serving as an officer of the Company or otherwise.  The Company
does not have any employees.

ITEM 2.  PROPERTIES

The Company does not own or lease any property.

                                       5

<PAGE>




ITEM 3.  LEGAL PROCEEDINGS

There are no material  pending legal  proceedings to which the Company or any of
its officers and directors are a party or of which any of the Company's property
is the subject.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were  submitted by us to a vote of our  security  holders  during the
years ended December 31, 2007 and 2006 or subsequent to that date.

                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED

Market Information

The  Company's  common stock does not  currently  trade on the  over-the-counter
market or any  national  exchange.  Due to the lack of trading,  no bid or asked
closing  prices  per  share for the  Company's  common  stock for the  quarterly
periods in 2007 or 2006 is available.

On December 31, 2007, the Company had 1,064 shareholders of record.

Stockholder Matters

Penny Stock Regulation  Broker-dealer  practices in connection with transactions
in "penny  stocks" are  regulated  by certain  penny stock rules  adopted by the
Securities and Exchange Commission. Penny stocks generally are equity securities
with a price of less than $5.00.  Excluded from the penny stock  designation are
securities  registered  on certain  national  securities  exchanges or quoted on
NASDAQ,  provided  that  current  price and volume  information  with respect to
transactions  in such securities is provided by the  exchange/system  or sold to
established customers or accredited investors.

The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not  otherwise  exempt  from the  rules,  to deliver a  standardized  risk
disclosure  document that provides  information about penny stocks and the risks
in the penny stock market. The broker-dealer also must provide the customer with
current bid and offer  quotations for the penny stock,  the  compensation of the
broker-dealer  and its salesperson in connection with the  transaction,  and the
monthly account  statements showing the market value of each penny stock held in
the customer's  account.  In addition,  the penny stock rules generally  require
that prior to a  transaction  in a penny stock,  the  broker-dealer  must make a
special written  determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written agreement to the transaction.

These  disclosure  requirements  may have the  effect of  reducing  the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock  rules.  As our  securities  have become  subject to the penny stock
rules, investors may find it more difficult to sell their securities.

                                       6

<PAGE>




Dividends

Our board of directors determines any payment of dividends. We have not paid any
cash dividends on our common stock in the past, and we do not anticipate  paying
any dividends in the foreseeable  future.  Earnings,  if any, are expected to be
retained to fund our future  operations.  There can be no assurance that we will
pay dividends at any time in the future.

Recent Sales of Unregistered Securities

We did not sell or issue any shares of common stock during the year ended
December 31, 2007.

ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following  discussion  should be read in conjunction  with the  consolidated
financial  statements  and notes  thereto  and the other  financial  information
included  elsewhere in this report.  This  discussion  contains  forward-looking
statements that involve risks and uncertainties. Our actual results could differ
materially  from those  anticipated  in these  forward  looking  statements as a
result of any number of factors,  including those set forth under "Risk Factors"
on page -- and elsewhere in this report.

The St. James Company Ninja Turtles  Animation  Collection  (also referred to as
"Dino Cells")  consists of a number of production Cels,  pencil  drawings,  hand
painted  backgrounds and  hand-painted pan backgrounds (the quantity of which is
listed in Item 9).

                                       7

<PAGE>




The  Company  intends on  marketing  this genre which  would  include  providing
limited numbers of original Animation Cell Art to collectors through some select
retail venues and by working  closely with some charities that can sell original
or reproduction  art as a fund raiser to the public or through school systems in
most states.  The Company intends to establish a relationship  with distributors
to sell art.

Due to the  Company's  limited  resources,  the  Company  has not  been  able to
aggressively pursue their business objectives and will be better positioned once
the  Company  is quoted  and  traded on the OTC BB,  wherein  said  listing  may
facilitate financing opportunities during the next twelve months.

The  Company   anticipates   potentially  hiring  one  or  two  marketing  sales
representatives  to deal directly with  distributors of art work and or greeting
card companies.

PLAN OF OPERATIONS

On December 15, 2005,  the Company  entered into a purchase  agreement with The
Saint James  Collection,  LLC and purchased  Limited Edition  Animation Art Cell
Collection  or  Sericells  for  5,000,000  shares of Saint  James  Company.  The
5,000,000 shares were valued at $0.01 per share.

The Company  has assets of $50,000.  The Company has a net income of $28,070 for
the year ended  December  31,  2007 and a net loss of $682 for 2006.  Currently,
management  does not  anticipate  any  circumstances  in which the Company  will
produce  revenues or acquire  assets.  Management is seeking a potential  merger
candidate or purchaser for the Company to minimize the shareholders' loss.

RESULTS OF OPERATIONS

During the years ended December 31, 2007 and 2006, the Company did not recognize
any revenues.

During the years ended December 31, 2007 and 2006, the Company did not incur any
general and administrative  expenses. This was due to the Company's cessation of
operations.

During the year ended  December  31,  2007,  the  Company  recognized  a gain of
$28,582 in connection  with the settlement of a $5,894  judgment and the release
of debt consisting of accounts payable and accrued interest totaling $22,688.

During the year ended  December 31, 2007,  the Company  recognized net income of
$28,070  compared to a net loss of $682 in the year ended December 31, 2007. The
increase  of $28,752 is  primarily  a result of the gain of  $28,582,  discussed
above.

FINANCIAL CONDITION AND LIQUIDITY

At December 31, 2007, the Company had no cash or cash  equivalents.  The Company
had assets of $50,000,  consisting of the artwork  acquired in 2006. The Company
had  liabilities  of $13,213,  all current.  During the year ended  December 31,
2007,  the Company did not use or receive funds through  either its investing or
financing activities.

                                       8

<PAGE>


During the year ended  December  31, 2007,  the Company was  released  from debt
consisting of $12,403 in accounts  payable,  accrued  interest of $10,285 and an
accrued  judgment of $5,894.  In connection  with the releases,  we recognized a
gain of $28,582.

During the year ended December 31, 2007,  officers of the Company,  who had made
advances of $53,003 to the Company,  released us from our  obligation to repay
this debt. This release of debt has been treated as a capital  contribution  and
accounted for in additional paid-in capital.

We remain  dependent  on raising  additional  equity  and,  or, debt to fund any
negotiated  settlements  with our  outstanding  creditors  and meet our  ongoing
operating  expenses.  There is no  assurance  that we will be able to raise  the
necessary  equity  and,  or,  debt  that  we will  need to be able to  negotiate
acceptable  settlements  with our  outstanding  creditors  or fund  our  ongoing
operating  expenses.  There can be no  assurances  that we will be able to raise
such funds

CRITICAL ACCOUNTING POLICIES

The Plan of  Operations  discusses  our  financial  statements,  which have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States.  When we prepare these financial  statements,  we are required to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities and the disclosure of contingent  assets and liabilities at the date
of the  financial  statements  and the reported  amounts of expenses  during the
reporting period. On an on-going basis, we evaluate our estimates and judgments,
including those related to accrued judgments and other liabilities.  We base our
estimates and judgments on  historical  experience  and on various other factors
that we believe to be reasonable under the  circumstances,  the results of which
form the  basis  for our  judgments  about the  carrying  values  of assets  and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions.

ITEM 7.  FINANCIAL STATEMENTS

See financial statements.

ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

None.

Item  8A(T). Controls and Procedures.

Disclosure Controls and Procedures

      Our management,  with the participation of our Principal Executive Officer
and  Principal  Financial  Officer,  has  evaluated  the  effectiveness  of  our
disclosure  controls and procedures (as such term is defined in Rules  13a-15(e)
and  15d-15(e)  under the  Securities  Exchange  Act of 1934,  as  amended  (the
"Exchange Act"), as of December 31, 2007.  Based on this evaluation,  and except
as  described  in  Management's   Report  on  Internal  Control  Over  Financial
Reporting,  our Principal  Executive Officer and our Principal Financial Officer
concluded,  that our disclosure  controls and procedures were effective,  at the
reasonable  assurance  level,  during the period and as of the end of the period
covered  by this  Annual  Report  to  ensure  that  information  required  to be
disclosed  by us in reports  that we file or submit  under the  Exchange  Act is
recorded, processed,  summarized, and reported within the time periods specified
in the  Securities  and  Exchange  Commission  rules  and  forms  and that  such
information is accumulated and  communicated to our management as appropriate to
allow timely decisions regarding required disclosures.

                                       9
<PAGE>

      Our management,  including our Principal  Executive  Officer and Principal
Financial  Officer,  does not expect that our disclosure  controls or procedures
will  prevent  all error and all  fraud.  A control  system,  no matter how well
conceived and operated, can provide only reasonable, not absolute assurance that
the objectives of the control system are met. Further,  the benefits of controls
must be considered relative to their costs.  Because of the inherent limitations
in all control systems, no evaluation of controls can provide absolute assurance
that all control  issues and  instances  of fraud,  if any,  within us have been
detected. Also, projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become  inadequate  because of changes
in conditions,  or that the degree of compliance with the policies or procedures
may deteriorate.

Management's Report on Internal Control Over Financial Reporting

      Our internal  controls over financial  reporting are designed by, or under
the  supervision  of our Principal  Executive  Officer and  Principal  Financial
Officer or persons performing  similar  functions,  and effected by our board of
directors,  management,  and other personnel,  to provide  reasonable  assurance
regarding  the  reliability  of  financial  reporting  and  the  preparation  of
financial statements for external purposes in accordance with generally accepted
accounting  principles.  Our internal control over financial  reporting includes
those policies and procedures that:

      o     Pertain to the  maintenance  of records  that in  reasonable  detail
            accurately and fairly reflect the  transactions  and dispositions of
            our assets;

      o     Provide  reasonable  assurance  that  transactions  are  recorded as
            necessary  to  permit   preparation   of  financial   statements  in
            accordance  with  accounting  principles  generally  accepted in the
            United States and that our receipts and  expenditures are being made
            only  in  accordance  with  authorizations  of  our  management  and
            directors; and

      o     Provide  reasonable   assurance   regarding   prevention  or  timely
            detection of  unauthorized  acquisition or disposition of our assets
            that could have a material effect on the financial statements.

      Our management  has evaluated the  effectiveness  of our internal  control
over financial  reporting as of December 31, 2008, based on the control criteria
established  in a report  entitled  Internal  Control --  Integrated  Framework,
issued by the Committee of Sponsoring  Organizations of the Treadway Commission.
Based on this  evaluation,  our management  concluded that our internal  control
over  financial  reporting was deficient as of December 31, 2007, in that we did
not  maintain   effective  controls  to  ensure  there  was  adequate  analysis,
documentation,  reconciliation,  and review of supporting  data as it related to
the  recordation  of  payments  by  related  parties of  expenses  that had been
incurred on our behalf.  This control  deficiency  contributed to the individual
material weaknesses described below:

      (a) Due in large  part to our  financial  status  and  lack of  meaningful
operations  during our 2007 fiscal  year,  we did not have  qualified  financial
reporting  personnel with  sufficient  depth,  skills,  and experience to ensure
adequate analysis, documentation,  reconciliation, and review of supporting data
as it related to the recordation of payments by related parties of expenses that
had been incurred on our behalf.

      (b) We did not maintain  effective  controls to ensure adequate  analysis,
documentation,  reconciliation,  and review of supporting  data as it related to
the  recordation  of  payments  by  related  parties of  expenses  that had been
incurred on our behalf.

      (c) We did not have  adequate  controls in place to identify the existence
of any non-recurring  third-party  payments such that proper accounting could be
determined on a timely basis.

      The control  deficiency and material  weaknesses noted above resulted in a
restatement of our 2007 financial statements - specifically,  an increase in our
net loss for that  fiscal year of $61,373  and a  corresponding  increase in the
deficit   accumulated  during  our  current  development  stage  to  $3,687,164.
Accordingly, management has now determined that each of the control deficiencies
described above constituted a material weakness.

      As  of  December  31,  2007,  the  control  deficiencies  discussed  above
constituted   material   weaknesses  in  our  internal  control  over  financial
reporting.  To the extent  reasonably  possible in accordance with our financial
condition and minimal  business  operations in our 2008 fiscal year, we accepted
the resignation of our principal  accounting officer and chief financial officer
in  September  of 2008,  more than six  months  after the  smaller of the events
discussed  above.  To the extent  reasonably  possible  in  accordance  with our
financial  condition and expected future business  operations in our 2009 fiscal
year, we replaced our chief  executive  officer and our  principal  accounting /
chief  financial  officer.  Through  these steps,  we believe we  addressed  the
deficiencies  that affected our internal control over financial  reporting as of
December 31, 2007.

      This report on internal control over financial  reporting included in this
amended  Annual  Report was not  included in the  original  filing of our Annual
Report on Form 10-KSB;  however,  subject to the  deficiencies  noted above, our
referenced  disclosure controls and procedures were effective at the time of the
original filing, notwithstanding that omission.

Changes in Internal Control over Financial Reporting

      There has been no change in our internal control over financial  reporting
(as such term is defined in Rules 13a-15(f) and  15(d)-15(f)  under the Exchange
Act during either the fiscal year ended December 31, 2007, or the fourth quarter
of such fiscal year, that has materially  affected,  or is reasonably  likely to
materially affect, our internal control over financial reporting.

      This  Annual  Report  does  not  include  an  attestation  report  of  our
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's report was not subject to attestation by our registered
public  accounting  firm  pursuant  to  temporary  rules of the  Securities  and
Exchange  Commission that permit us to provide only management's  report in this
Annual Report.

                                       10

<PAGE>

ITEM 8B  Other Information

None.

                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

All Directors are elected each year by the  shareholders of the Company's at its
annual meeting  normally held in November.  Each Director holds office until his
death, resignation, retirement, removal disqualification, or until his successor
is elected and qualified.

The Officer and  Directors  of the  Company,  as of December  31,  2007,  are as
follows:
<TABLE>
<CAPTION>
<S>                                   <C>                    <C>         <C>

              Name                        Commenced            Age                  Position
----------------------------------    -------------------    --------    --------------------------------
----------------------------------    -------------------    --------    --------------------------------
Bruce Anthony Cosgrove                       2006              55        President & CEO, Director
Wayne Gronquist, Esq.                        1998              64        Secretary, Director
Stuart Douglas Hamilton                      2006              46        Director
</TABLE>


Bruce Anthony  Cosgrove.  Mr. Cosgrove has been with the Company for 4 years and
was  appointed  President,  CEO, at the  November  06,  2006 Board of  Directors
Meeting.  Mr. Cosgrove has spent twenty years as an Investment  Banker and eight
years as a  Research  Chemist.  He has a  Bachelor  of  Science  and a Master of
Science in Chemistry and studies  towards his Doctorate in Chemistry  from Simon
University in Canada.

Wayne  Gronquist.  Mr.  Gronquist  has been our  President  and  Secretary and a
director of the Company  since  1998.  He is an attorney in private  practice in
Austin  Texas with 26 years  experience  as  corporate  counsel  and advisor for
various  privately held  corporations.  The operation of his law practice is Mr.
Gronquist principal  occupation.  Mr. Gronquist has not held an office or served
on the Board of  Directors  of any other  corporation,  besides his personal law
practice, prior to his service for the Company and The Saint James Company.

Mr. Stuart  Douglas  Hamilton.  Mr.  Hamilton has been a director of the Company
since November 6, 2006. For the proceeding two years,  he has also been employed
by  BC  Bearings  Engineers  Ltd.,  as an  Oil  Services  Manager  and  for  the
immediately  preceeding  five years,  he was  employed by HYDAC  Canada,  as its
Western Canadian Manager.

Code of Ethics

Due to the  limited  scope of our  current  operations,  we have not  adopted  a
corporate  code of ethics  that  applies  to our  principal  executive  officer,
principal accounting officer, or persons performing similar functions.

                                       11

<PAGE>


Changes in Director Nomination
There have been no material changes to the procedures by which  shareholders may
recommend nominees to our board of directors.


Audit Committee Financial Expert

All members of our board of directors perform the  responsibilities of the audit
committee,   providing  oversight  of  our  accounting  functions  and  internal
controls.  Our board of  directors  has not  designated a Financial  Expert,  as
defined by the SEC, due to factors  including but not limited to our operational
status and the limited  number of  transactions,  accounts and balances  that we
maintain.  Our  board of  directors  has  determined  that it is not in our best
interests  at this time to incur  the  costs  associated  with  identifying  and
designating a Financial Expert.

ITEM 10.  EXECUTIVE COMPENSATION

The following table sets forth certain information concerning  compensation paid
by the Company to the President  and the  Company's two most highly  compensated
executive  officers  for the fiscal year ended  December  31, 2007 and 2006 (the
"Named Executive Officers"):
<TABLE>
<CAPTION>
<S>             <C>     <C>      <C>       <C>      <C>       <C>             <C>              <C>             <C>

                      SUMMARY EXECUTIVES COMPENSATION TABLE

--------------- ------- -------- --------- -------- --------- --------------- ---------------- --------------- -------
                                                                Non-equity     Non-qualified
                                                                incentive        deferred
                                           Stock    Option         plan        compensation      All other
    Name &              Salary    Bonus    awards    awards    compensation      earnings       compensation   Total
   Position      Year     ($)      ($)       ($)      ($)          ($)              ($)             ($)         ($)
--------------- ------- -------- --------- -------- --------- --------------- ---------------- --------------- -------
--------------- ------- -------- --------- -------- --------- --------------- ---------------- --------------- -------
Bruce
Cosgrove,
President &      2007      0        0         0        0            0                0               0           0
CEO              2006      0        0         0        0            0                0               0           0
--------------- ------- -------- --------- -------- --------- --------------- ---------------- --------------- -------
--------------- ------- -------- --------- -------- --------- --------------- ---------------- --------------- -------
Wayne            2007      0        0         0        0            0                0               0           0
Gronquist,
Director
--------------- ------- -------- --------- -------- --------- --------------- ---------------- --------------- -------
--------------- ------- -------- --------- -------- --------- --------------- ---------------- --------------- -------

--------------- ------- -------- --------- -------- --------- --------------- ---------------- --------------- -------
(1)       Mr. Gronquist served as the Company's CEO and President till November 2006.
</TABLE>

EMPLOYMENT AND CONSULTING AGREEMENTS

There were no employment  contracts or consulting  agreements with our directors
or officers during the year ended December 31, 2007.

                                       12

<PAGE>




                  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

The following table sets forth certain information concerning outstanding equity
awards held by the President and Chief  Executive  Officer (CEO) the fiscal year
ended December 31, 2007 (the "Named Executive Officers"):

<TABLE>
<CAPTION>
<S>           <C>         <C>          <C>         <C>         <C>        <C>        <C>        <C>         <C>

                           Option Awards Stock awards
------------- ----------- ------------ ----------- ----------- ---------- ---------- ---------- ----------- ----------
                                                                                                            Equity
                                                                                                            incentive
                                       Equity                                                               plan
                                       incentive                                                Equity      awards:
                                       plan                                                     incentive   Market
                                       awards:                                                  plan        or
              Number of    Number of   Number of                          Number     Market     awards:     payout
              securities  securities   securities                         of         value of   Number of   value of
              underlying  underlying   underlying                         shares     shares     unearned    unearned
              unexercised unexercised  unexercised Option      Option     or units   of units   shares,     shares,
              options       options    unearned    exercise    expiration of stock   of stock   units or    units or
    Name      (#)             (#)       options      price       date     that       that       other       others
              exercisable unexercisable   (#)         ($)                 have not   have not   rights      rights
                                                                           vested     vested    that have   that
                                                                             (#)        ($)     not         have not
                                                                                                vested (#)   vested
                                                                                                               ($)
------------- ----------- ------------ ----------- ----------- ---------- ---------- ---------- ----------- ----------
------------- ----------- ------------ ----------- ----------- ---------- ---------- ---------- ----------- ----------
Bruce             0            0           0           0           0          0          0          0           0
Cosgrove,
President &
CEO
------------- ----------- ------------ ----------- ----------- ---------- ---------- ---------- ----------- ----------
------------- ----------- ------------ ----------- ----------- ---------- ---------- ---------- ----------- ----------

</TABLE>

<PAGE>

                              DIRECTOR COMPENSATION

The following table sets forth certain information concerning  compensation paid
to our directors for services as directors,  but not including  compensation for
services as officers  reported in the "Summary  Executives  Compensation  Table"
during the year ended December 31, 2007:

<TABLE>
<CAPTION>
<S>              <C>           <C>           <C>           <C>             <C>            <C>             <C>

---------------- ------------- ------------- ------------- --------------- -------------- --------------- ------------
                                                                           Non-qualified
                                                             Non-equity      deferred
                 Fees earned                                 incentive     compensation     All other
                  or paid in      Stock         Option          plan         earnings      compensation      Total
     Name            cash       awards ($)    awards ($)    compensation        ($)            ($)            ($)
                     ($)                                        ($)
---------------- ------------- ------------- ------------- --------------- -------------- --------------- ------------
---------------- ------------- ------------- ------------- --------------- -------------- --------------- ------------
Bruce Cosgrove      $ -0-         $ -0-         $ -0-          $ -0-           $ -0-          $ -0-          $ -0-
---------------- ------------- ------------- ------------- --------------- -------------- --------------- ------------
---------------- ------------- ------------- ------------- --------------- -------------- --------------- ------------

---------------- ------------- ------------- ------------- --------------- -------------- --------------- ------------
---------------- ------------- ------------- ------------- --------------- -------------- --------------- ------------
Wayne Gronquist     $ -0-         $ -0-         $ -0-          $ -0-           $ -0-          $ -0-          $ -0-
---------------- ------------- ------------- ------------- --------------- -------------- --------------- ------------
---------------- ------------- ------------- ------------- --------------- -------------- --------------- ------------

---------------- ------------- ------------- ------------- --------------- -------------- --------------- ------------
---------------- ------------- ------------- ------------- --------------- -------------- --------------- ------------
Stuart Hamilton     $ -0-         $ -0-          $-0-          $ -0-           $-0-           $ -0-          $ -0-
---------------- ------------- ------------- ------------- --------------- -------------- --------------- ------------
</TABLE>

All of our  officers  and/or  directors  will  continue  to be  active  in other
companies.  All officers and directors  have retained the right to conduct their
own independent business interests.

It is  possible  that  situations  may arise in the  future  where the  personal
interests of the officers and directors may conflict  with our  interests.  Such
conflicts could include  determining  what portion of their working time will be
spent on our business and what portion on other business  interest.  To the best
ability and in the best judgment of our officers and directors, any conflicts of
interest  between us and the personal  interests  of our officers and  directors
will be  resolved  in a fair  manner  which  will  protect  our  interests.  Any
transactions  between us and entities affiliated with our officers and directors
will be on terms  which are fair and  equitable  to us.  Our Board of  Directors
intends to continually review all corporate  opportunities to further attempt to
safeguard against conflicts of interest between their business interests and our
interests.

                                       13

<PAGE>





Directors receive no compensation for serving.

Mr.  Gronquist serves on the Board of Directors and as an officer of the Company
and The Saint  James  Company  at the  request  of First  Dominion,  a  previous
majority owner of the outstanding Company shares.  First Dominion is a client of
Mr. Gronquist law firm. Mr.  Gronquist  received $0 from First Dominion for work
performed in 2007.  The work  performed  for First  Dominion is unrelated to the
business of the Company.  Mr.  Gronquist does not receive any  compensation  for
acting as the Trustee for First Dominion's the Company shares

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following  table sets forth as of December 31, 2007, the number of shares of
the Company's  outstanding  Common Stock owned  beneficially  by (i) each person
known to the Company to be the  beneficial  owner of more than five percent (5%)
of such  stock,  (ii) each  Director  of the  Company  and (iii) each  Executive
Officer.

<TABLE>
<CAPTION>
<S>             <C>                                <C>                      <C>


                Name and Address of                  Amount and Nature of       Percentage of Outstanding
                Beneficial Owner                   Beneficial Relationship          Common Stock(1)
-------------------------------------------------- ------------------------ ---------------------------------

Wynthrop Barrington, Inc.                                 1,000,000                       8.2%
1800 E. Sahara, Suite 107
Las Vegas, NV 90104

Michael Brovsky, LLC                                      1,000,000                       8.2%
5662 Calle Real #118
Goleta, CA 93117

Christian W. Johnson                                      1,000,000                       8.2%
7172 Hawthorne #110
Los Angeles, CA  90046

Manufactures Warranty Group, Inc.                         1,000,000                       8.2%
3535 E. Coast Hwy, Suite 331
Corona del Mar, CA  92625

W. David Winitzky                                         1,000,000                       8.2%
3463 State Street, PMB508
Santa Barbara, California 9310

Curtis J. Bernhardt                                       1,000,000                       8.2%
PO Box 646
Glenhaven, CA 95443

June Masaki                                               1,000,000                       8.2%
PO Box 646
Glenhaven, CA 95443

Christie Jones                                            1,000,000                       8.2%
PO Box 646
Glenhaven, CA 95443

Union Standard Limited                                    1,000,000                       8.2%
1104 Nueces Street
Austin, TX 78701

Credit Critque, Inc.                                      1,000,000                       8.2%
1740 E. Garry Ave, Suite 231
Santa Ana, CA 92705

Tropical Springs Investment, Inc.                         1,000,000                       8.2%
8883 West Flamingo Road, Suite 102
Las Vegas, NV 89147

Wayne Gronquist Esq. Secretary & Director                    -0-                           0%
1104 Nueces Street
Austin Tx 78701

                                       14

<PAGE>

Bruce Cosgrove, President & Director                       413,008                         3%
78536 Naples Drive
La Quinta CA 92253

Stuart Hamilton    Director                                  -0-                          -0-
#11 5736 59 Street
Edmonton, Alberta Canada T6B 3C3

All officers and Directors, as a group                     413,008                         3%
(3 individuals)

</TABLE>

                                       15

<PAGE>


 (1) Based on  11,999,057  shares of common  stock  issued  and  outstanding  on
December 31, 2007.


ITEM 12. CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS


Mr.  Gronquist  serves on the Board of  Directors  and as the  Secretary  of the
Company and The Saint James Company at the request of First  Dominion,  a former
25.59% owner of the outstanding  the Company shares.  First Dominion is a client
of Mr.  Gronquist's law firm,  Wayne Gronquist,  P.C. Mr. Gronquist  received $0
from First  Dominion for work  performed in 2002.  The work  performed for First
Dominion is unrelated to the business of the Company.  Mr. Gronquist charges his
regular hourly rate for all work  performed for First  Dominion.  Mr.  Gronquist
does not receive any compensation for acting as the Trustee for First Dominion's
the Company shares.

                                     PART IV

ITEM 13.  EXHIBITS.

Exhibits.  The  following is a complete  list of exhibits  filed as part of this
Form 10-KSB.  Exhibit numbers  correspond to the numbers in the Exhibit Table of
Item 601 of Regulation S-B.

Exhibit Description of Exhibit
------- --------------------------------------------------------------------

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. ss. 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. ss. 1350,
        as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The aggregate fees billed and expected to be billed by Larry O'Donnell, CPA, our
independent  registered  public  accounting  firm, at the time, for professional
services in the fiscal years ended December 31, 2007 and 2006 are as follows:

<TABLE>
<CAPTION>
<S>      <C>                                  <C>                                <C>

         Services Rendered                     2007                               2006
         -----------------                     ----                               ----

         Audit Fees                           $ 0                                $6,000
         Audit Related Fees                   $ 0                                $5,000
         All Other Fees                       $ 9,000                            $1,000

</TABLE>

Our current independent registered public accounting firm, Larry O'Donnell,  CPA
was engaged in 2007 to perform the audit for the year ended December 31, 2006.

                                       16

<PAGE>
<TABLE>
<CAPTION>

                             THE SAINT JAMES COMPANY

                              Financial Statements

                                Table of Contents
<S>                                                                                                       <C>




                                                                                                          Page

Report of Independent Registered Public Accounting Firm                                                     1

Financial Statements:

     Balance Sheet as of December 31, 2007                                                                  2

     Statements of Operations for the Years Ended                                                           3
         December 31, 2007 and 2006 and the Period From
         January 1, 1999 to December 31, 2007

     Statements of Changes in Stockholders' Equity for the Period From                                      4
         January 1, 1999 to December 31, 2007

     Statements of Cash Flows for the Years Ended                                                           5
         December 31, 2007 and 2006 and the Period From
         January 1, 1999 to December 31, 2007

Notes to Financial Statements                                                                               6 - 10


</TABLE>



                                       17

<PAGE>



                           Larry O'Donnell, CPA, P.C.
Telephone (303) 745-4545                                2228 South Fraser Street
Fax(303)369-9384                                        Unit I
E-mail larryodonnellcpa@msn.com                         Aurora, Colorado  80014
www.larryodonnellcpa.com


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors
The Saint James Company


I have audited the  accompanying  balance sheet of The Saint James Company as of
December  31,  2007,  and the  related  statements  of  operations,  changes  in
stockholders'  deficit  and cash  flows  for each of the  years in the  two-year
period  ended and for the period  January 1, 1999  (inception)  to December  31,
2007.  These  financial  statements  are  the  responsibility  of the  Company's
management.  My  responsibility  is to express  an  opinion  on these  financial
statements based on my audits.

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

In my opinion, the financial statements referred to above present fairly, in all
material  respects,  the  financial  position of The Saint  James  Company as of
December 31, 2007,  and the results of its operations and its cash flows for the
years then ended and for the period from  January 1, 1999 to December  31, 2007,
in conformity with generally accepted accounting principles in the United States
of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial  statements,  the  Company'  is in the  development  state and has not
commenced  operations.  Its ability to continue as a going  concern is dependent
upon its ability to develop additional sources of capital, locate and complete a
merger with another company and ultimately achieve profitable operations.  These
conditions  raise  substantial  doubt  about its  ability to continue as a going
concern.  Management's  plans  regarding these matters are also described in the
Note 2 to the financial statements.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/ Larry O'Donnell, CPA, P.C.
Larry O'Donnell, CPA, P.C.
March   8, 2008


                                      F-1

<PAGE>
<TABLE>
<CAPTION>
                             The Saint James Company
                          (A Development Stage Company)
                                  Balance Sheet

<S>                                                                                           <C>

                                                                                                December 31,
                                                                                                    2007
                                                                                              -----------------
                                     Assets
     Other Assets
        Cash and cash equivalents                                                                          $ -
        Artwork                                                                                         50,000
                                                                                              -----------------
Total assets                                                                                          $ 50,000
                                                                                              =================

                   Liabilities and Stockholders' Equity

Current liabilities
     Accounts payable                                                                                 $ 13,213

                                                                                              -----------------
Total current liabilities                                                                               13,213
                                                                                              -----------------

Commitment and contingencies                                                                                 -

Stockholders' equity

     Common stock, $0.001 par value; 50,000,000
        shares authorized; 11,999,057 issued and outstanding                                            11,999
     Additional paid-in capital                                                                      3,650,579
     Deficit accumulated during development stage                                                   (3,625,791)
                                                                                              -----------------
Total stockholders' deficit                                                                             36,787
                                                                                              -----------------
Total liabilities and stockholders' equity                                                            $ 50,000
                                                                                              =================

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

</TABLE>

                                      F-2

<PAGE>
<TABLE>
<CAPTION>
             The Saint James Company
          (A Development Stage Company)
            Statements of Operations
<S>                                                <C>                   <C>                      <C>

                                                                                                          Development
                                                                                                       Stage - January 1,
                                                         Year Ended                                       1999 through
                                                        December 31,            December 31,              December 31,
                                                            2007                    2006                      2007
                                                      ------------------    ---------------------    -----------------------
Sales                                              $                  -  $                     -  $                       -
Cost of Sales                                                         -                        -                          -
                                                      ------------------    ---------------------    -----------------------
Gross profit                                                          -                        -                          -

Operating expenses
     Research and development                                         -                        -                          -
     General and administrative                                       -                        -                    177,219
                                                      ------------------    ---------------------    -----------------------
Total operating expenses                                              -                        -                    177,219
                                                      ------------------    ---------------------    -----------------------
Loss from operation                                                   -                        -                   (177,219)
                                                      ------------------    ---------------------    -----------------------
Other income (expense)
     Interest income                                                  -                        -                          -
     Other income                                                28,582                        -                     37,067
     Interest expense                                              (512)                    (682)                    (5,407)
                                                      ------------------    ---------------------    -----------------------
Total other income (expense)                                     28,070                     (682)                    31,660
                                                      ------------------    ---------------------    -----------------------
Income (loss) before taxes                                       28,070                     (682)                  (145,559)

Provision for taxes                                                   -                        -                          -
                                                      ------------------    ---------------------    -----------------------
Net income (loss)                                  $             28,070  $                  (682) $                (145,559)
                                                      ==================    =====================    =======================
Earning (loss) per shares - basic and diluted      $                  *  $                     *  $                   (0.10)
                                                      ==================    =====================    =======================
Weighted average shares outstanding                          11,999,057               11,999,057                  1,519,434
                                                      ==================    =====================    =======================
     * Less than $(0.01) per share.

The accompanying notes are an integral part of these financial statements.
</TABLE>

                                      F-3

<PAGE>
<TABLE>
<CAPTION>
               The Saint James Company
            (A Development Stage Company)
     Statement of Stockholders' (Deficit) Equity
                  December 31, 2007

<S>                                                     <C>            <C>       <C>            <C>            <C>

                                                                                                   Deficit
                                                                                                Accumulated
                                                                                 Additional        During
                                                              Common Stock        Paid-in       Development
                                                           Shares       Amount    Capital           Stage        Total
                                                        -------------  ---------  ------------  -------------  ------------
Balance, December 31, 1998                                   999,057      $ 999    $3,460,568   $ (3,480,232)    $ (18,665)

Net loss                                                           -          -             -         (6,115)       (6,115)
                                                        -------------  ---------  ------------  -------------  ------------
Balance, December 31, 1999                                   999,057        999     3,460,568     (3,486,347)      (24,780)

Net loss                                                           -          -             -        (22,670)      (22,670)
                                                        -------------  ---------  ------------  -------------  ------------
Balance, December 31, 2000                                   999,057        999     3,460,568     (3,509,017)      (47,450)

Net loss                                                           -          -             -         (4,382)       (4,382)
                                                        -------------  ---------  ------------  -------------  ------------
Balance, December 31, 2001                                   999,057        999     3,460,568     (3,513,399)      (51,832)

Net loss                                                           -          -             -         (4,314)       (4,314)
                                                        -------------  ---------  ------------  -------------  ------------
Balance, December 31, 2002                                   999,057        999     3,460,568     (3,517,713)      (56,146)

Capital contribution from Funet                                    -          -        27,239              -        27,239
Net loss                                                           -          -             -        (54,644)      (54,644)
                                                        -------------  ---------  ------------  -------------  ------------
Balance, December 31, 2003                                   999,057        999     3,487,807     (3,572,357)      (83,551)

Capital contribution from Funet                                    -          -        10,769              -        10,769
Net loss                                                           -          -             -        (47,640)      (47,640)
                                                        -------------  ---------  ------------  -------------  ------------
Balance, December 31, 2004                                   999,057        999     3,498,576     (3,619,997)     (120,422)
                                                        -------------  ---------  ------------  -------------  ------------
Issuance of common stock for purchased assets              5,000,000      5,000        45,000              -        50,000
Issuance of common stock for purchased services            6,000,000      6,000        54,000              -        60,000
Net loss                                                           -          -             -        (33,182)      (33,182)
                                                        -------------  ---------  ------------  -------------  ------------
Balance, December 31, 2005                                11,999,057     11,999     3,597,576     (3,653,179)      (43,604)
                                                        -------------  ---------  ------------  -------------  ------------

Net loss                                                           -          -             -           (682)         (682)
                                                        -------------  ---------  ------------  -------------  ------------
Balance, December 31, 2006                                11,999,057     11,999     3,597,576     (3,653,861)      (44,286)
                                                        -------------  ---------  ------------  -------------  ------------
Forgiveness of officer debt                                                            53,003                       53,003
Net Income                                                         -          -             -         28,070        28,070
                                                        -------------  ---------  ------------  -------------  ------------
Balance, December 31, 2007                                11,999,057   $ 11,999    $3,650,579   $ (3,625,791)     $ 36,787
                                                        =============  =========  ============  =============  ============

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

</TABLE>

                                      F-4

<PAGE>
<TABLE>
<CAPTION>

                             The Saint James Company
                          (A Development Stage Company)
                            Statements of Cash Flows

<S>                                                          <C>               <C>                 <C>

                                                                                                          Development
                                                                                                      Stage - January 1,
                                                                 Year Ended                                 1999 to
                                                                 December 31,       December 31,         December 31,
                                                                    2007               2006                  2007
                                                               ---------------   -----------------   ----------------------
Cash flows from operating activities
    Net income (loss)                                        $         28,070  $             (682) $              (145,559)
    Adjustments to reconcile net income (loss) to net
      cash used in operating activities:
      Common stock issued for services                                      -                   -                   60,000
      Gain on settlement of judgment                                  (28,582)                  -                  (37,067)
      Changes in operating assets and liabilities                           -                   -                        -
          Increase in accounts payable                                      -                   -                   25,616
          Increase in accrued interest                                    512                 682                    5,285

                                                               ---------------   -----------------   ----------------------
Net cash used in operating activities                                       -                   -                  (91,725)
                                                               ---------------   -----------------   ----------------------

Cash flows from financing activities
    Advance from related parties                                            -                   -                   53,003
    Capital contribution from Funet                                         -                   -                   38,008
                                                               ---------------   -----------------   ----------------------
Net cash provided by financing activities                                   -                   -                   91,011
                                                               ---------------   -----------------   ----------------------
Net increase (decrease) in cash                                             -                   -                     (714)

Cash at beginning of period                                                 -                   -                      714

                                                               ---------------   -----------------   ----------------------
Cash at end of period                                        $              -  $                -  $                     -
                                                               ===============   =================   ======================

SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:
    Issuance of 6,000,000 shares for accounts payable
      valued at $60,000                                      $              -  $           60,000  $                60,000
                                                               ===============   =================   ======================
    Issuance of 5,000,000 shares for artwork
      valued at $50,000                                      $              -  $           50,000  $                50,000
                                                               ===============   =================   ======================

    The accompanying notes are an integral part of these financial statements.
</TABLE>

                                      F-5

<PAGE>


                             THE SAINT JAMES COMPANY
                          (A Development Stage Company)
                        Notes to the Financial Statements
                          Year Ended December 31, 2007
Note 1 - Organization
Chem-Waste  Corporation  was  incorporated on January 10, 1984 under the laws of
the State of North Carolina.  On July 19, 1984,  Chem-Waste  Corporation changed
its name to Radiation  Disposal  Systems,  Inc. On October 13,  1998,  The Saint
James Company (the "Company")  incorporated an operating  subsidiary  called The
Saint James  Company  under the laws of the State of  Delaware.  On November 19,
1998 Radiation  Disposal Systems,  Inc.  exchanged all of its outstanding shares
for equal shares in The Saint James Company.  The effect of this transaction was
to change the name of the Company to The Saint  James  Company and to change the
Company's  state of domicile  from North  Carolina to Delaware.  The Company has
subsequently  discovered  that the legal  paperwork to effectuate the merger was
never  filed  with the  state of  North  Carolina;  therefore,  the  Company  is
currently domiciled in the state of North Carolina.

The Company re-entered the development stage on January 1, 1999 and is currently
a  development  stage  company  under the  provisions  of Statement of Financial
Accounting Standards ("SFAS") No. 7.

From 1984 through 1998, the Company  designed,  manufactured,  sold and serviced
equipment  and systems  for the  treatment  of  contaminated  insoluble  organic
materials.  However,  due to heavy  competition  in the industry,  the Company's
business  operations  ceased in 1998. The Company does not currently have active
business operations due to limited resources, other than holding certain artwork
and it is currently searching to find a potential purchaser or merger candidate.

Effective August 11, 2003, the Company entered into a  Reorganization  Agreement
with  Funet  Radio &  Communications  Corp.  ("Funet")  and  with  the  majority
stockholders  of Funet, a divided  company formed under the laws of the Republic
of China  (Taiwan).  None of the  stockholders  of Funet were  affiliates of the
Company, or affiliated with any director or officer of the Company, nor did they
have any material  relationships  with the Company.  The Company agreed to issue
7,000,000  shares of its restricted  common stock to the  stockholders of Funet.
which represent  approximately 87.5% of the issued and outstanding shares of the
common stock of the Company.  This transaction  closed on September 30, 2003 and
was   subsequently   rescinded.   As  these  shares  were  never   returned  for
cancellation,  the Company  subsequently placed a stop order on said shares with
the intention of having these shares cancelled with a court order.
Note 2 - Summary of Significant Accounting Policies
Basis of Presentation

The  accompanying  financial  statements  have been prepared in conformity  with
accounting principles generally accepted in the United States of America,  which
contemplate continuation of the Company as a going concern. However, the Company
has no  operations  and has not  established  a source of  revenue.  This matter
raises  substantial  doubt  about the  Company's  ability to continue as a going
concern.  These financial  statements do not include any adjustments relating to
the recoverability and classification of recorded asset amounts,  or amounts and
classification  of  liabilities  that might be  necessary  should the Company be
unable to continue as a going concern.

                                      F-6

<PAGE>





Management  plans to take steps that it believes  will be  sufficient to provide
the Company with the ability to continue in existence.

Management  intends to  actively  pursue  merger  candidates  that have  ongoing
operations and a source of revenue.

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.

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

The fair value of the  advances  to  officers/directors  is not  practicable  to
estimate, based upon the related party nature of the underlying transactions.

Comprehensive Income

SFAS No. 130,  Reporting  Comprehensive  Income,  establishes  standards for the
reporting  and  display  of  comprehensive  income  and  its  components  in the
financial  statements.  During the years ended  December 31, 2007 and 2006,  the
Company did not have any  components  of  comprehensive  income (loss) to report
and,  accordingly,  has not included a schedule of  comprehensive  income in the
financial statements.

Income Taxes

The  Company  accounts  for  income  taxes in  accordance  with  SFAS  No.  109,
Accounting for Income Taxes. Deferred taxes are provided on the liability method
whereby deferred tax assets are recognized for deductible temporary differences,
and deferred tax liabilities are recognized for taxable  temporary  differences.
Temporary differences are the differences between the reported amounts of assets
and  liabilities  and their tax bases.  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 be  realized.
Deferred tax assets and  liabilities  are adjusted for the effects of changes in
tax laws and rates on the date of enactment.

                                      F-7

<PAGE>




Net Loss Per Share

SFAS No.  128,  Earnings  per Share,  requires  dual  presentation  of basic and
diluted earnings or loss per share ("EPS") for all entities with complex capital
structures and requires a reconciliation of the numerator and denominator of the
basic EPS  computation  to the  numerator  and  denominator  of the  diluted EPS
computation.  Basic EPS excludes  dilution;  diluted EPS reflects the  potential
dilution that could occur if securities or other contracts to issue common stock
were  exercised  or  converted  into common stock or resulted in the issuance of
common stock that then shared in the earnings of the entity.

Basic loss per share is  computed  by  dividing  net loss  applicable  to common
shareholders by the weighted average number of common shares  outstanding during
the period.  Diluted loss per share  reflects the potential  dilution that could
occur if dilutive  securities  and other  contracts  to issue  common stock were
exercised or  converted  into common stock or resulted in the issuance of common
stock that then shared in the earnings of the  Company,  unless the effect is to
reduce a loss or increase  earnings  per share.  The  Company  had no  potential
common  stock  instruments  which  would  result  in a diluted  loss per  share.
Therefore, diluted loss per share is equivalent to basic loss per share.

Recently Issued Accounting Pronouncements

In  September  2006,  the  Securities  and  Exchange   Commission  issued  Staff
Accounting   Bulletin   No.  108,   "Considering   the  Effects  of  Prior  Year
Misstatements   when   Quantifying   Misstatements  in  Current  Year  Financial
Statements,"   ("SAB   108"),which   provides   interpretive   guidance  on  the
consideration of the effects of prior year misstatements in quantifying  current
year  misstatements  for the purpose of a  materiality  assessment.  The Company
adopted  SAB 108 in the fourth  quarter of 2006 with no impact on its  financial
statements.

In February  2007,  the FASB issued  SFAS No.  159,  "The Fair Value  Option for
Financial Assets and Financial Liabilities".  This Statement permits entities to
choose to measure many financial assets and financial liabilities at fair value.
Unrealized  gains and losses on items for which the fair  value  option has been
elected are  reported in earnings.  SFAS No. 159 is  effective  for fiscal years
beginning after November 15, 2007. Management is currently evaluating the effect
of this pronouncement on the consolidated financial statements.

In June 2007, the FASB issued FASB Staff Position No. EITF 07-3, "Accounting for
Nonrefundable  Advance Payments for Goods or Services Received for use in Future
Research and Development  Activities" ("FSP EITF 07-3"), which addresses whether
nonrefundable  advance  payments for goods or services that used or rendered for
research and development  activities should be expensed when the advance payment
is made or when the  research  and  development  activity  has  been  performed.
Management  is  currently  evaluating  the effect of this  pronouncement  on the
consolidated financial statements.

In December  2007,  the FASB issued SFAS No. 160,  "Noncontrolling  Interests in
Consolidated Financial Statements", which is an amendment of Accounting Research
Bulletin ("ARB") No. 51. This statement clarifies that a noncontrolling interest
in a subsidiary is an ownership interest in the consolidated  entity that should
be reported as equity in the consolidated  financial statements.  This statement
changes the way the consolidated  income statement is presented,  thus requiring
consolidated  net income to be  reported  at amounts  that  include  the amounts
attributable to both parent and the noncontrolling  interest.  This statement is
effective for the fiscal years,  and interim  periods within those fiscal years,
beginning  on or after  December  15,  2008.  Based on current  conditions,  the
Company does not expect the adoption of SFAS 160 to have a significant impact on
its  results of  operations  or  financial  position.  Management  is  currently
evaluating the impact of FASB 160 on the consolidated financial statements.

                                      F-8

<PAGE>





In  December  2007,  the FASB  issued FASB 141R,  Business  Combinations  ("FASB
141R"). Under FASB 141R, an entity is required to recognize the assets acquired,
liabilities  assumed,  contractual  contingencies  and contingent  consideration
measured  at  their  fair  value  at  the  acquisition  date  for  any  business
combination  consummated  after the  effective  date.  It further  requires that
acquisition-related  costs are to be recognized  separately from the acquisition
and expensed as incurred.  This statement is effective for financial  statements
issued for fiscal years beginning after December 15, 2008. Accordingly,  we will
adopt  FASB  141R  effective  January  1,  2009.  Note  3  -  Income  Taxes  The
reconciliation of the effective income tax rate to the federal statutory rate as
of December 31, 2007 and 2006 is as follows:

<TABLE>
<CAPTION>
<S>                                                             <C>                 <C>

                                                                       2007               2006
                                                                 ----------------   ----------

         Federal income tax rate                                         34.0%             34.0%
         Effect of net operating loss                                   (34.0)%           (34.0)%
                                                                ---------------     -------------
         Effective income tax rate                                        0.0%              0.0%
                                                                ==============      ============
</TABLE>

Deferred  tax  assets  and  liabilities  reflect  the net  effect  of  temporary
differences  between the carrying amount of assets and liabilities for financial
reporting  purposes  and  amounts  used for  income  tax  purposes.  Significant
components of the Company's  deferred tax assets and liabilities at December 31,
2007 are as follows:

         Loss carry forwards                            $     228,435
         Less valuation allowance                            (228,435)
                                                          -------------
                                                        $          --
                                                          =============

At December 31, 2007 and 2006,  the Company has  provided a valuation  allowance
for the deferred tax asset since  management has not been able to determine that
the  realization of that asset is more likely than not. Net operating loss carry
forwards of approximately  $3,600,000 began to expire in 1999, of which $228,435
are still available as of December 31, 2007.

Note 4 - Release from liabilities

During the year ended  December  31,  2007,  the company was  released  from the
following liabilities:

Accounts payable                       $
                                       12,403
Accrued judgments
Accrued interest                       10,285
                                       -------------
Total released                         $
                                       28,582
                                       ==============

During the year ended December 31, 2007,  officers of the Company,  who had made
advances of $53,003 to the Company,  released us from our  obligation to pay for
this debt. This release of debt has been treated as a capital  contribution  and
accounted for in additional paid in capital.

                                      F-9


<PAGE>

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                         THE SAINT JAMES COMPANY

                                         By: /s/ RICHARD HURST
                                             -----------------------------------
                                             Richard Hurst
                                             President, Chief Executive Officer,
                                             and Director

                                             Date: September 4, 2009

                                         By: /s/ DALE PAISLEY
                                             -----------------------------------
                                             Dale Paisley
                                             Chief Financial Officer

                                             Date: September 4, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

Signature                                Title                      Date
---------------------     -----------------------------------  ---------------
                          President, Chief Executive Officer,  September 4, 2009
  /s/ RICHARD HURST       and Director
---------------------     (Principal Executive Officer)
    Richard Hurst

 /s/ DALE PAISLEY         Chief Financial Officer              September 4, 2009
---------------------     (Principal Accounting Officer)
   Dale Paisley


                                       18
<PAGE>

Exhibit Description of Exhibit
------- --------------------------------------------------------------------

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. ss. 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. ss. 1350,
        as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

                                       19