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

                                    FORM 10-K

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                         FOR THE FISCAL YEAR ENDED 1998


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


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


        Delaware                                              52-1426581
------------------------                                 -------------------
(State of Incorporation)                                 (I.R.S. Employer
                                                         Identification No.)

                               1104 Nueces Street
                               ------------------
                            Austin, Texas 78701-2128
                            ------------------------
                                 (512) 671-3858
                                 --------------
          (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,
$.001 par value.

         The  registrant  (1) has  filed  all  reports  required  to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934 during the preceding
12 months (or for such shorter  period that the  registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. [   ] yes [ X ] no

         The registrant has included disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K.   [   ] yes      [ X ] no

         The aggregate market value of voting stock held  by  non-affiliates  of
the Registrant as of sixty (60) days before the date of filing was $0.

<PAGE>

         The number of shares of  Registrant's  Common Stock  outstanding  as of
December 31, 1998, was 999,057.

         Documents incorporated by reference:  None

Total Number of Pages:   25
                       ------

Exhibit Index on Page:   14
                       ------

                                     PART 1

Item 1.   Business

         Radiation   Disposal   Systems,   Inc.,  the  original   company,   was
incorporated  in North Carolina on January 10, 1984,  under the name  Chem-Waste
Corporation.  In November  1999,  the Company was  purchased  by The Saint James
Company for 20 million shares of stock in The Saint James Company.

         The Company's  principal  purpose is to design,  manufacture,  sell and
service  equipment  and  systems for the  treatment  of  contaminated  insoluble
organic  materials.  Radiation  Disposal Systems ("RDS") held a patented process
for reducing the volume of contaminated insoluble organic solid resin materials.
RDS developed and marketed machines to utilize the patented process  ("Process")
to treat a variety of radioactive  waste,  and to continue  development  work in
connection with the Process and machines to improve and expand their  commercial
applications and uses.

         RDS also  developed  waste and  water  treatment  technologies  ("Ozone
Technologies")  to  treat  nonradioactive  wastes  and  water  using  the  basic
component of the Process, ozone, in conjunction with, in some applications,  the
light produced by high intensity discharge ("HID") lamps. The Ozone Technologies
may be used to treat various types of waste.  In connection with any application
of the Ozone  Technologies,  a system may be  custom-designed  and fabricated to
meet the particular needs of the purchaser.

         RDS has been  unsuccessful in marketing either the Process or the Ozone
Technologies. The Company never generated any significant revenues. During 1992,
the Company  substantially  ceased  operations and terminated all but two of its
employees.  The Company had very  limited  operations  consisting,  in 1997,  of
transfer agent activities  resulting in revenues of $2,087. In 1998, the Company
had basically no operations.

         The Saint James  Company (the  "Company")  incorporated  in Delaware on
November 19, 1998, purchased all of the outstanding shares of RDS for 20 million
shares of the Company's stock. The Saint James Company was the surviving entity.

                                       2

<PAGE>

                        Narrative Description of Business

GENERALLY.  The  Company  has not  marketed  either  the  Process  or the  Ozone
Technologies.

COMPETITION.  The Company attributes its inability to market the Process and the
Ozone  Technology to the fact that the use of ozone as a means of waste or water
treatment  is not a widely  accepted  technology.  Producers  use other means of
waste  disposal  and/or  treatment  such as chemical and  biological  treatment,
burial,  and in  certain  cases,  incineration.  Therefore,  the  market for the
Process  and  Ozone  Technology  has  not  developed  and,  in  the  opinion  of
Management, may never develop.

         There are a number of other  firms  offering  various  applications  of
ozone technology.  Most of these firms have been in business for a longer period
of time, are better established and better  capitalized.  Management is aware of
at  lease  two  other  companies,   Ultrox  International  ("Ultrox")  and  Para
Oxidation,  that offer waste  treatment  systems which utilize  ozone,  hydrogen
peroxide and conventional ultraviolet lights to treat water and various types of
waste,  including radioactive wastes and other wastes. Ultrox, which has been in
existence  since  1983,  has been  actively  marketing  and  selling  its  waste
treatment system for several years. Any such waste treatment system is likely to
compete directly with the Ozone Technologies and/or the Process.

         Management  is aware of several  firms  including,  but not limited to,
Ultrox International,  Para Oxidation, PCI Ozone Corporation,  Griffin Technics,
Inc., Henkel Corporation and the successor company to Brown-Bovari,  Inc., which
would compete with any system the Company might market.

         Within this limited  market,  given its historical  lack of sales,  the
Company is of the opinion that its market position is negligible or nonexistent.

MATERIAL AND  PRODUCTION.  The following  discussion of materials and production
must be read in light of the fact that the Company has virtually no  operations.
The Company does not employ, nor does it intend to employ,  sufficient personnel
to produce any systems or machines which the Company could sell or lease.  While
there  are a  number  of  outside  fabricators  that  have the  capabilities  to
construct  and assemble the systems and  machines,  the absence of sales renders
issues of production capability moot.

         The Company does not  presently  inventory  any  equipment or component
parts.  Although this dependence on suppliers for equipment and components could
lead to significant  production  delays,  the absence of sales renders  concerns
about delays moot.

         The Company gained certain technology regarding the generation of ozone
pursuant  to an  agreement  it  entered  into with  Pillar  Technologies,  Inc.,
("Pillar")  in 1988.  Pillar is  presently  the only source for the power supply
used in  conjunction  with the ozone  generator in the systems and machines.  No
purchases were made in 1998.

                                       3

<PAGE>

         The Company  entered into an agreement in November,  1989,  pursuant to
which it received a license to use certain technology  relating to the materials
used in and the construction of an essential component of the ozone generator.

PATENTS.  On March 5,  1984,  the  Company  obtained,  by  assignment  from Gram
Research &  Development,  Co.,  Inc.,  ("Gram") all Gram's  interest in and to a
patented  process for a method  reducing  the volume of  contaminated  insoluble
organic solid resin  materials,  and any U.S. or foreign  letters  patent issued
therefor.  The Process is based upon the process  described in this Patent.  The
U.S.  Patent  and  Trademark  Office  issued  U.S.  Patent  No.  4,437,999  (the
"Patent"),  dated March 20, 1984, for such patented  process entitled "Method of
Treating Contaminated Insoluble Organic Solid Material," naming Sherman T. Mayne
as the inventor and Gram as the assignee. An assignment of such patented process
and the aforedescribed U.S. Letters Patent from Gram to the Company was recorded
in the U.S.  Patent and Trademark  Office on March 29, 1984.  The Patent expires
March 20, 2001.  During the year ended December  1995,  the Company  forwent the
payment  of  applicable  annual  renewal  fees  for the  Patent  because  of the
substantial depletion of its financial resources, thereby allowing the Patent to
lapse.

         Due  to  insufficient   funds,  the  Company  forwent  payment  of  the
applicable  yearly  renewal  fees  on its  European,  Australian  and  Norwegian
patents,  all of which  lapsed on March 19,  1991.  The  Company's  Finnish  and
Japanese  patent  applications  were abandoned on August 1990, and March,  1991,
respectively.

         In September  1986,  the Canadian  Patent Office  granted the Company a
patent for the Process, as described in the Patent,  which expires September 16,
2003. The Company does not know if this Canadian patent remains in effect.

SEASONALITY.  The Company's business is not seasonal in nature.

WORKING CAPITAL  ITEMS,  CUSTOMER  DEPENDENCE,  BACK  LOG  ORDERS.  Because  the
Company had no sales or other  distributions  of the systems  and  machines,  in
1998,  customer  dependence  and  any  backlog  orders  are not  germane  to the
Company's  business.   The  Company  maintains  no  inventory.   See  "Financial
Statements and Supplementary Data."

RESEARCH AND DEVELOPMENT.  During the year ended December 31, 1998,  the Company
incurred no expenses related to company-sponsored research and development.

ENVIRONMENTAL  COMPLIANCE.  Without  sales  of current systems designed to apply
the  Ozone  Technologies  or  machines  designed  to apply  the  Process,  it is
difficult  to  evaluate  the  material  effects of  compliance  with  applicable
regulations of the various  federal,  state and local agencies,  which have been
enacted or adopted regulating the discharge of materials into the environment or
otherwise  relating to the  protection  of the  environment,  will have upon the
capital  expenditures,  earnings and competitive position of the Company. If the
Company  were ever to make  such  sales,  which  Management  views as  unlikely,
environmental  compliance  could become a  significant  issue for the Company to
overcome in achieving successful operations.

                                       4

<PAGE>

         To date, the systems designed to apply the Ozone Technologies have been
distributed through the sale or lease thereof.  Under this plan of distribution,
it is anticipated  that it will be primarily the purchasers  and/or users of the
systems, and not the Company,  that will be subject to environmental  regulation
in  connection  with the use thereof.  There is no guarantee  that  Management's
belief is correct.

         With regard to the machines  designed to apply the Process,  compliance
with any federal, state, and local governmental regulations may be so burdensome
for the Company  and/or  users of such  machines  as to have a material  adverse
effect upon the  viability of the Process or will render the use in a commercial
setting of such machines  unfeasible or impossible.  It is possible,  though not
anticipated,  that certain of the radioactive  materials  remaining after future
government  regulations,  be classified as "intermediate  level" or "high level"
radioactive materials,  the disposal of which is highly regulated,  and could be
sufficiently  costly  as to  diminish  or offset  any  economic  benefit  of the
reduction  of the  radioactive  wastes by treatment  with the  Process.  In this
event, the Process would be uneconomical and therefore unmarketable.

         It is possible  that the Company  will have to modify the design of the
system and/or  machines for the Ozone  Technologies  or the Process in order for
the  users  thereof  to meet  regulatory  standards.  The  Company  is unable to
currently assess the extent or costs of any such modifications.  The Company has
insufficient assets to fund any modifications.

         The  Company   anticipates  that  it  will  have  no  material  capital
expenditures  for  environmental  control  facilities  for the  remainder of its
current fiscal year. No assurance can be given that government  regulations will
not be  promulgated  in the future which will have a material  adverse effect on
the operations of the Company's business.

EMPLOYEES.  Rudy De La Garza is the  President  and Chief  Executive  Officer of
the Company.  Wayne  Gronquist is the Executive  Vice President and Secretary of
the Company.  Neither party receives any compensation for serving as officers of
the Company or otherwise.

FILINGS.  The  Company  files  quarterly  and annual reports with the Securities
Exchange Commission.

         The public may read and copy any  materials  the Company files with the
SEC at the SEC's Public  Reference Room at 450 Fifth Street,  N.W.,  Washington,
D.C.  20549.  The public may obtain  information  on the operation of the Public
Reference  Room by  calling  the SEC at  1-800-SEC-0330.  The SEC  maintains  an
Internet web site that contains  reports,  proxy and information  statements and
other information  regarding issuers that file  electronically with the SEC. The
Internet  web  site  for the SEC is  http://www.sec.gov.  The  Company  does not
maintain an Internet web site at this time.

                                       5

<PAGE>

REPORTS.  The Company will send audited yearly financial  reports,  completed by
an independent public or certified public accountant, to the shareholders of the
Company.

Item 2.   Properties

         The Company has no owned or leased property.

Item 3.   Legal Proceedings

         There are no material pending legal proceedings to which the Company is
a party or of which any of the Company's property is the subject. However, there
are two outstanding judgments against the Company.

         Thomas   Publishing  Co.  filed  a  lawsuit  against  the  Company  for
collection of a past due account in the total of $3,265,  in the District  Court
of Western North  Carolina.  On May 5, 1995, the Company  settled the lawsuit by
signing a Consent Judgment providing that Thomas Publishing Co. have and recover
Judgment  against  the  Company in the sum of $3,265,  plus  interest at 18% per
annum and collection  cost of $1,179 plus interest of 8% per annum from the date
of Judgment  until paid in full,  and court  costs.  Because the Company did not
have  the  financial  resources  to pay  this  Judgment,  it was not  paid as of
December 31, 1998.

         McKinney  & Moore,  Inc.,  filed a  lawsuit  against  the  Company  for
collection of a past due account in the total of $3,802,  in the District  Court
of  Henderson  County,  Texas.  On February 25,  1983,  McKinney & Moore,  Inc.,
received a judgment to recover the debt,  attorney  fees of $1,250,  prejudgment
interest of $211, plus interest at 10% per annum from the date of Judgment until
paid in full.  Because the Company did not have the  financial  resources to pay
this Judgment, it was not paid as of December 31, 1998.

Item 4.   Submission of Matters to a Vote of Security Holders

         On November 19, 1998, an annual meeting of  shareholders  was held. The
following matters were decided by the shareholders of the Company:

          1.  Two directors were elected,  Rudy De La Garza and Wayne Gronquist.
              No other  directors term of office  continued  after the election.
              The  number  of votes  for the  election  of Rudy De La Garza as a
              director are  15,263,950  in favor and 750 against.  The number of
              votes  for the  election  of Wayne  Gronquist  as a  director  are
              15,263,950 in favor and 750 against.

          2.  Passage of the  proposal  to amend the  Company's  Certificate  of
              Incorporation  to  effect  a change  of the  Company's  name  from
              Radiation Disposal Systems,  Inc., to The Saint James Company. The
              number  of votes in favor of the  change  are  15,263,200  and 750
              against.

                                       6

<PAGE>

          3.  Passage of the  proposal  to amend the  Company's  Certificate  of
              Incorporation  to  increase  the  authorized  number  of shares of
              Common Stock from 20 million to 50 million. The number of votes in
              favor of the increase in shares are 15,257,117 and 6,833 against.

          4.  Passage of the proposal to reverse-split the Company's outstanding
              shares of Common Stock on a 20 for 1 basis, 20 outstanding  shares
              for 1 new share. The number of votes in favor of the reverse-split
              of shares are 15,252,189 for and 2,533 against.

          5.  Passage of the  proposal to  authorize  a change of the  Company's
              domicile (state of incorporation) from North Carolina to Delaware.
              The  number  of  votes  in favor of the  change  in  domicile  are
              15,261,146 and 2,533 against.

Item 5.   Market for Registrant's Common Equity and Related Stockholder Matters

         The   Company's   Common  Stock  does  not   currently   trade  on  the
over-the-counter market or any national exchange. Due to lack of trading, no bid
and  asked  closing  prices  per share for the  Company's  Common  Stock for any
quarterly period in 1998 are available.

         As of December 31, 1998, the Company had 999,057 shares  outstanding of
common stock and approximately  1,095  shareholders of record.  (The Company had
the option to repurchase a number of shares of the Company's stock held by three
individuals,  whose  repurchase  options expired on June 30, 1990. In June 1990,
prior to the  expiration of the  repurchase  option,  the Company  exercised its
option to  repurchase  with regard to a total of 34,418  shares of stock held by
these three  individuals.  As of the date hereof, the three individuals have not
executed all the necessary documents to effect the transfer of the shares to the
Company and consequently these shares remain outstanding.)

         The Company has not been in a financial position to pay dividends since
its inception and because of the Company's continuing losses from operations and
the substantial depletion of its cash reserves,  the Company has no plans to pay
dividends in the future.

         There are no securities  of the Company sold by the Company  within the
past three years, which were not registered under the Securities Act.


                                       7

<PAGE>

Item 6.   Selected Financial Data

                   AT AND FOR THE YEAR ENDED DECEMBER 31, 1998
--------------------------------------------------------------------------------
Selected                1998        1997        1996        1995        1994
Statement       of
Income
(Loss) Data:
--------------------------------------------------------------------------------
Sales                $        0   $       0  $        0  $           $
-------------------  ----------  ----------  ----------  ----------  ----------
Cost            of
Sales                         0           0           0
-------------------  ----------  ----------  ----------  ----------  ----------
Engineering,
research       and
development
expenses                      0           0       2,345       2,965
-------------------  ----------  ----------  ----------  ----------  ----------
Adminis-
tative
Expenses                   1116       4,568       7,017     194,643     194,283
-------------------  ----------  ----------  ----------  ----------  ----------
Professional
Fees                          0           0           0       4,005
-------------------  ----------  ----------  ----------  ----------  ----------
Office
Expense                               2,512       3,962       9,083
-------------------  ----------  ----------  ----------  ----------  ----------
Patent
Expense                       0           0           0      78,804
-------------------  ----------  ----------  ----------  ----------  ----------
Bad           Debt
Expense                       0           0           0      24,096
-------------------  ----------  ----------  ----------  ----------  ----------
Income
(loss) from
operations                           (4,568)     (9,362)   (197,608)   (207,338)
-------------------  ----------  ----------  ----------  ----------  ----------
Interest       and
other income                          3,096       5,013     938,806       9,477
-------------------  ----------  ----------  ----------  ----------  ----------
Net income
(loss)               $    (1116) $   (1,472) $   (4,349) $  741,198  $ (197,861)
-------------------  ----------  ----------  ----------  ----------  ----------
Weighted
average
shares          of
common
stock                   999,057   9,977,495   9,977,495   9,977,495   9,977,495
-------------------  ----------  ----------  ----------  ----------  ----------
Net income
(loss) per
share                            $     (.00) $     (.00) $      .07  $     (.02)
-------------------  ----------  ----------  ----------  ----------  ----------
Selected   Balance
Sheet Data:
--------------------------------------------------------------------------------
Current
Assets               $   18,665  $      159  $      193  $       17  $   24,638
-------------------  ----------  ----------  ----------  ----------  ----------
Current
Liabilities          $   19,502      74,825      73,387      71,207     918,796
-------------------  ----------  ----------  ----------  ----------  ----------
Working
Capital
(deficit)                        $  (74,666) $  (73,194) $  (71,190) $ (894,158)
-------------------  ----------  ----------  ----------  ----------  ----------
Total Assets                  0         159         193       2,362     108,753
-------------------  ----------  ----------  ----------  ----------  ----------
Stockholders
Equity               (18,664.48)     74,666      73,194      68,845    (810,043)
-------------------  ----------  ----------  ----------  ----------  ----------
Cash
Dividends
declared        on
Common
Shares                        0           0           0           0           0
-------------------  ----------  ----------  ----------  ----------  ----------

                                       8

<PAGE>

         The  foregoing  chart  includes  1997  financial  statements  which are
unaudited and internally generated.

Item 7.   Management's  Discussion  and  Analysis  of  Financial  Condition  and
Results of Operations

         The  Company had no net sales for the years ended  December  31,  1998,
1997,  1996,  1995 or  1994.  The  figures  for  years  1994,  1995 and 1996 are
incorporated  by reference  from the Company's 1997 annual report filed with the
Securities and Exchange Commission.

         Historically,  the  Company  has had no sales of  equipment  using  the
Process,   and  few  sales  of  machines  and  equipment   utilizing  the  Ozone
Technologies.  To date, the Company has been unsuccessful in marketing  machines
and equipment that utilize the Process or Ozone Technologies.

         The Company has not been able to generate  sales of its  products,  and
consequently, the Company had incurred substantial losses and continues to incur
losses  disregarding  cancellation of debt income. The Company experienced a net
loss of $1116 for the year ended December 31 1998,  $1,492 for 1997,  $4,349 for
1996, a net income of $741,198 for 1995 and a net loss of $197,861 for 1994.

         For the year ended  December  31,  1998,  and 1997,  the Company had no
engineering,  research and development  expenses compared to $2,345 for 1996 and
$2,965 for 1995.

         For  the  year  ended   December   31,  1998,   the  Company   incurred
administrative  expenses of $1116, compared to $4,568 for 1997, $7,017 for 1996,
$194,643 for 1995 and  $194,283 for 1994.  The  significant  components  of 1998
administrative  expenses together with comparative data where significant change
has occurred in relation to prior years, include the following:

     (a)  The Company had no salary  expenses for its officers or directors.  In
          1997,  the Company  had no salary  expense  pursuant to an  employment
          agreement the Company then held with Albert D. Kane and Manuel E. Kane
          as officers of the Company,  who both were  stockholders and Directors
          of the  Company  for  1997  and  1996.  Pursuant  to  their  to  their
          employment  contracts,  the  officers  were  entitled to each  receive
          annual salaries of $50,000. In December,  1995, the officers agreed to
          perform  the  limited  duties  that  the  Company   requires   without
          compensation  until such time as the Company had sufficient  financial
          resources to pay salaries. In December, 1995, the officers forgave all
          accrued  salaries  owed them by the Company  because of the  Company's
          depleted  financial  resources and the Company's  uncertain future. In
          1995, the Company  recognized  $579,167 in cancellation of debt income
          as a result of this forgiveness of debt.

                                       9

<PAGE>

     (b)  The Company had no professional fees for 1998, 1997 or 1996,  compared
          to $4,005 for 1995.

     (c)  Office expense of $1,116 for 1998, compared to $2,512 for 1997, $3,962
          for 1996 and  $9,083  for  1995.  This  caused a  decrease  of  $1,396
          compared to 1997, $2,846 to 1996 and $7,967 compared to 1995.

     (d)  The Company had no  amortization  of patent expense for 1998, 1997 and
          1996 compared to $78,804 for 1995.  During 1995,  the Company  forwent
          the payment of applicable  annual  renewal fees for the Patent because
          of the  substantial  depletion  of its  financial  resources,  thereby
          allowing the Patent to lapse.  The Company  recognized  the  remaining
          unamortized cost ($78,804) as expense in 1995.

     (e)  The Company had no bad debt expense for 1998,  1997, and 1996 compared
          to $24,096  for 1995.  In 1995,  the Company was unable to collect the
          outstanding debt due it from Chandler County, a municipality in Texas,
          and recognized bad debt expense.

         The  Company  had $1,116 in income for 1998  compared to $3,096 for the
year ended December 31, 1997, $5,013 for 1996,  $938,806 for 1995 and $9,477 for
1994. The significant  components of 1998 other income together with comparative
data where significant  change has occurred in relation to prior years,  include
the following:

     (a)  The  Company  had no income from  replacement  part  sales,  machinery
          rental and treatability  testing activities in 1998 and 1997, compared
          to $995 for 1996 and $12,669 for 1995.

     (b)  The  Company  had  interest  expense of $1,116 for 1998,  compared  to
          $4,596 for 1997,  $4,373 in 1996 and $6,835 in 1995.  During 1997, the
          Company  exhausted  its cash  reserves  and was forced to borrow funds
          from its two officers to finance it working  capital needs.  See, Item
          12 - Financial  Condition and  Liquidity."  In 1998,  1997,  1996, and
          1995, the Company  incurred  interest  expense involved with judgments
          against it which have not been paid. See, Item 3 - Legal Proceedings.

                                       10

<PAGE>

     (c)  Cancellation of debt income of $0 compared to $5,605 for 1997,  $7,397
          for 1996 and  $932,972 for 1995.  During the years ended  December 31,
          1998,  1997,  1996,  1995,  the time limit  allowed by the  Statute of
          Limitations  for  vendors to collect  certain of the  Company's  trade
          payable  expired.  Because  the  Company  does not have the  financial
          resources  to pay  these  debts  and  the  aforementioned  Statute  of
          Limitations bars their collection,  the Company included these amounts
          in cancellation of debt income. For the years ended December 31, 1998,
          1997, 1996 and 1995 , the amounts of $0, $5,605,  $7,397 and $147,923,
          respectively were included in cancellation of debt income.

Financial Condition and Liquidity

         The Company has no cash assets.  The Company's cash decreased $159 from
the year ended December 31, 1997, $193 from 1996, $17 from 1995 and $24,638 from
1994. The 1998 change in cash was due to operating expenses.  The 1998 change in
cash was affected by the  following:  payment of consulting  fees for removal of
waste, transfer agent fees and bad debt.

         The Company is unable to currently  estimate the cost of any  necessary
compliance  with  applicable  governmental  regulations.  The  Company  does not
anticipate  spending money for hiring employees.  There have been no significant
expenditures for property or other equipment or assets since January 1, 1998.

         During  1997,  the  Company  continued  to take  steps  to  reduce  its
operating  expenses  and to  severely  curtail its  operations  in an attempt to
conserve its remaining limited  financial  resources.  However,  at December 31,
1997,  the  Company's  financial  resources  were almost  completely  exhausted.
Because of its extremely weak financial  condition,  the Company did not hold an
annual  meeting of  shareholders  in 1997  because  the  estimated  cost of that
meeting  would  exhaust its  remaining  financial  resources.  In addition,  the
Company  did not  include  audited  financial  statement  in its 1997  Form 10-K
because  the  estimated  expense  of such  compliance  with the  Securities  and
Exchange Act of 1934 would exhaust the Company's  remaining  financial resources
for that year. The Company only has internally generated and unaudited financial
statements in the 1997 Form 10-K.

         In 1998, the Company has suffered the same economic  hardships as 1997.
Management plans for the Company either to change the principal  business of the
Corporation, merge with a financially stable company and/or sell the majority of
the  Corporation's  stock.  Management  does not know at this  time what type of
business the  Corporation  will  undertake in the future or the entity that will
purchase the Corporation's  shares in the event of sale. The Company has audited
financial  statements  for 1998,  prepared by an  independent  certified  public
accountant. The Company held an annual meeting of shareholders and will send out
audited financial statements to the shareholders of the Company.

                                       11

<PAGE>

Capital Resources

         Subsequent to December 31, 1998,  the Company has no  expenditures  for
the purchase of materials, machinery and other testing equipment.

Item 7a.  Quantitative and Qualitative Disclosures about Market Risk.

         At this  time,  Management  does  not know  the  business  path for the
Company for the next 12 months. Based on the lack of sales during the past three
years, Management does not believe that the waste disposal system is marketable.
Management  does not foresee any changes in the  marketplace  that would  create
demand  for the waste  disposal  system.  Management  is  currently  considering
various  restructuring  techniques to maximize shareholder profits,  including a
possible sale of the Company's stock or a merger, if a suitable merger candidate
is found. At this point,  the Company's  future business  remains  uncertain and
Management  cannot make adequate  disclosures  about market risk until necessary
business decisions are made.

Item 8.   Supplementary Financial Information

         The information  required by this Item 8 is referenced in Item 6 and is
included in pages 17-25 hereof.

Item 9.   Changes  in  and  Disagreements  with  Accountants  on  Accounting and
Financial Disclosure

         Because of the poor financial  condition of the Company,  no accountant
was employed to prepare financial statements in 1997 and 1998. In June 1999, the
Company hired Barry L. Friedman,  P.C., 1582 Tulita Drive,  Las Vegas, NV 89123,
to perform  audited  accounting  for 1998 and 1999.  Mr.  Friedman,  a certified
public  accountant,  conducts  audits  in  accordance  with  generally  accepted
accounting  standards.  Mr.  Friedman  relies on oral  information  provided  by
Management of the Company in the preparation of audits.

Item 10.  Directors and Executive Officers of the Registrant

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

         The Officers and Executive Officers of the Company,  as of December 31,
1998, are as follows:

Name                Term of Office         Age       Position
----------------    --------------         ---       --------
Rudy De La Garza         1998               52       President,
                                                     Chief Executive
                                                     Officer,
                                                     Director

Wayne Gronquist          1998               57       Executive Vice
                                                     President,
                                                     Secretary,
                                                     Director

                                       12

<PAGE>

Rudy De La  Garza.  Mr. De La Garza has over 25 years  experience  in  corporate
structuring and management for both private and publicly held companies.

         From 1993 to present,  Mr. De La Garza has devoted his efforts and time
to  consulting  publicly  held  companies,  which have lost  business and market
value.  He  restructures  the  public  company to  recreate  the shell in a more
favorable form for presentation to an emerging private company with net tangible
assets.

Wayne  Gronquist.  Mr.  Gronquist  is an attorney  with 26 years  experience  as
corporate   counsel  and  advisor  for  various   private  and   publicly   held
corporations,  both domestic and foreign. During this period, he has focused his
practice  on  corporate  structuring,  business,  financial,  family  and estate
planning.

Item 11.  Executive Compensation

         The  following  table sets forth  certain  information  concerning  the
compensation  for the Directors  and  Executive  Officers of the Company for the
year ended December 31, 1998:

Name of Individual or
Number in Group               Capacities in which Served       Cash Compensation
------------------------      --------------------------       -----------------
All Executive Officers
and Directors as a group            All capacities                    $ 0


         None of the Company's  executive  officers  received cash  compensation
in excess of $60,000 for the year ended December 31, 1998 or 1997.

         Other than as set forth herein,  no remuneration of any nature has been
paid for or on account of the services rendered by a Director in such capacity.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

         The following  table sets forth as of December 31, 1998,  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 5% of such
stock, (ii) each Director of the Company and (iii) each Executive Officer.

                                       13

<PAGE>

--------------------------------------------------------------------------------
Name and Address of        Amount  and  Nature of     Percentage of  Outstanding
Beneficial Owner           Beneficial Relationship    Common  Stock
-------------------------  -----------------------    --------------------------
JonRuco Company                    250,000                      25.008%
8309 Priest River Drive
Round Rock, Texas 78681
-------------------------  -----------------------    --------------------------
Wayne Gronquist, Trustee           250,000                     25,0028%
1104 Nueces Street
Austin, Texas  78701-2128
-------------------------  -----------------------    --------------------------
Manuel E. Kane                     100,000                      10.011%
4252 Woodglen Lane
Chalotte, NC  28226
-------------------------  -----------------------    --------------------------
Albert D. Kane                     100,000                      10.011%
391 Hartsborn Drive
Short Hills, NJ  07078
-------------------------  -----------------------    --------------------------
Steven M. Kane                     100,755                     10.0868%
4013 Walnut Clay Road
Austin, Texas  78731-3934
-------------------------  -----------------------    --------------------------
Seth Kane                           62,253                      6.2322%
23 Circle Drive
Belmont, NC 28012
-------------------------  -----------------------    --------------------------
Ross A. Kane                        62,253                      6.2322%
6115 Hickory Forest Drive
Charlotte, NC  28277
-------------------------  -----------------------    --------------------------
TOTAL                                                           74.559%

Item 13.  Certain Relationship and Related Transactions

         There are no transactions,  to which the Company is to be a party, with
directors,  officers or security  holders  owning more than five  percent of any
class or a family member of any of the foregoing.

Item 14.  Exhibits, Financial Statements, Schedules and Reports.

     1.   Financial  Statements.  The following  Financial  Statements are filed
          herewith as required pursuant to Part I, Item 8 of this Form 10-K:


--------------------------------------------------------------------------------
DOCUMENT                                                PAGE
--------------------------------------                  ------------------------
Report of Independent Certified Public
Accountants                                             16
--------------------------------------                  ------------------------
Balance Sheet December 31, 1998                         17
--------------------------------------                  ------------------------
Income Statement December 31, 1998                      19
--------------------------------------                  ------------------------
Cash Flow Statement December 31, 1998                   20
--------------------------------------                  ------------------------
Retained Earnings December 31, 1998                     21
--------------------------------------                  ------------------------
Notes to Financial Statements                           22
--------------------------------------------------------------------------------

                                       14

<PAGE>


     2.   Exhibits.  The following  exhibits are filed herewith  pursuant to the
          requirements  of  paragraph  (c)  of  this  Item  14 and  Item  601 of
          Regulation S-K:

--------------------------------------------------------------------------------
DOCUMENT                                                EXHIBIT NUMBER
--------------------------------------                  ------------------------
Articles of Incorporation & Amendments                  3.1
--------------------------------------                  ------------------------
Bylaws as Amended through December 31,
1998                                                    3.2
--------------------------------------                  ------------------------
Note of Annual Meeting                                  20.1
--------------------------------------                  ------------------------
Proxy Statement for Annual Meeting of
Stockholders                                            20.2
--------------------------------------                  ------------------------
Financial Data Schedule                                 27
--------------------------------------------------------------------------------



SIGNATURES

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

The Saint James Company

/s/  Wayne Gronquist                                     01/07/00
-----------------------------------                      --------
     Wayne Gronquist                                       Date
     President, Secretary, Director





                                       15

<PAGE>


To the Board of Directors and Stockholders of
THE SAINT JAMES COMPANY

We have audited the accompanying  balance sheets of The Saint James Company,  (a
corporation)  at December 31,  1998;  March 31,  1999;  June 30,  1999,  and the
related  statements  of income,  retained  earnings,  and cash flows for the one
year, three months,  and six months then ended.  These financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we 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 overall financial statement presentation.  We
believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of the Saint James  Company at
December  31,  1998,  March 31,  1999,  June 30,  1999,  and the  results of its
operation  and its cash  flows for the one year and three  months and six months
then ended in conformity with generally accepted accounting principles.


/s/  Barry Friedman
----------------------
     Barry Friedman
     Las Vegas, Nevada
     July 19, 1999



                                       16

<PAGE>



THE SAINT JAMES COMPANY
Balance Sheet
------------------------------------------ ------------------------------
ASSETS                                     DECEMBER 31, 1998
------------------------------------------ ------------------------------
Current Assets

Property, Plant and Equipment                                  0

Total Current Assets                                           0

Total Assets                                                   0

LIABILITIES       AND
SHAREHOLDERS EQUITY
Current Liabilities

Accrued Interest Payable                                   1,115.67

Total Current Liabilities                                  1,115.67

Long Term Liabilities
Interest Payable                                           6,392.06

Judgments Payable                                         11,156.75

Total Long Term Liabilities                               17,548.81

Total Liabilities                                         18,664.48

SHAREHOLDER'S EQUITY

Common Stock                                              9,977.00

Paid-in Capital in Excess of Par Value                3,451,590.00

Sub-Total                                             3,451,590.00

Retained Earnings

Retained Earnings, Restricted                           (11,156.75)

Retained Earnings (Deficit)                          (3,469,074.73)

Total Retained Earnings                              (3,480,231.48)

Total Shareholder's Equity                                    0
------------------------------------------ ------------------------------




                                       17

<PAGE>


THE SAINT JAMES COMPANY
Income Statement
-------------------------------------------------------------------------
                                            Year Ended December 31, 1998
------------------------------------------ ------------------------------
REVENUES                                                 0
------------------------------------------ ------------------------------
OPERATING EXPENSES                                   1,115.67
------------------------------------------ ------------------------------
Interest Expense                                     1,115.67
------------------------------------------ ------------------------------
Total Operating Expense                              1,115.67
------------------------------------------ ------------------------------
Net Income (Loss)                                   (1,115.67)
------------------------------------------ ------------------------------
Earnings Per Share                                      Nil
-------------------------------------------------------------------------


THE SAINT JAMES COMPANY
Income Statement
-------------------------------------------------------------------------
                                            Year Ended December 31, 1998
------------------------------------------ ------------------------------
CASH FLOWS FROM OPERATING
ACTIVITIES
------------------------------------------ ------------------------------
Net Income (Loss)                                   (1,115.67)
------------------------------------------ ------------------------------
Adjustment to reconcile net income
         (loss) to net cash provided by
         operating activities                            0
------------------------------------------ ------------------------------
Cash Flow Provided from Operating
Activities                                          (1,115.67)
------------------------------------------ ------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES                     0
------------------------------------------ ------------------------------
CASH FLOWS FROM FINANCING
ACTIVITIES
------------------------------------------ ------------------------------
Interest Payable                                     1,115.67
------------------------------------------ ------------------------------
Cash Flows Provided from Financing
Activities                                               0
------------------------------------------ ------------------------------
Net Increase (Decrease) to Cash                          0
------------------------------------------ ------------------------------
Cash. Beginning of Period                                0
------------------------------------------ ------------------------------
Cash. End of Period                                      0
-------------------------------------------------------------------------

                                       18

<PAGE>


THE SAINT JAMES COMPANY
Retained Earnings Statement
-------------------------------------------------------------------------
                                            Year Ended December 31, 1998
------------------------------------------ ------------------------------
Balance Begining of Period                          (3,467,959.06)
------------------------------------------ ------------------------------
Before Restricted                                   (3,467,959.06)
------------------------------------------ ------------------------------
Net Income (Loss)                                       (1,115.67)
------------------------------------------ ------------------------------
Sub-total                                           (3,469,074.73)
------------------------------------------ ------------------------------
Retained Earnings Restricted                           (11,156.75)
------------------------------------------ ------------------------------

------------------------------------------ ------------------------------
Balance End of Period                               (3,480,231.48)
-------------------------------------------------------------------------







                                       19




<PAGE>


                             THE SAINT JAMES COMPANY
                          Notes to Financial Statements


SEE AUDITOR'S REPORT

Note A:   Summary of Significant Accounting Policies

         Nature of Operations
         --------------------

         The principal  purpose of the company is to design,  manufacture,  sell
and service  equipment and systems for the treatment of  contaminated  insoluble
organic  solid   materials.   The  Company  has  developed  and  marketed  ozone
technologies.

         Property, Plant and Equipment
         -----------------------------

         Property,  plant  and  equipment  have  been  recorded  at cost  and/or
development cost.  Components which were no longer used in testing and marketing
processes were removed from  property,  plant and equipment and written off as a
loss.

         Depreciation
         ------------

         Depreciation  was  computed on the straight  line method for  financial
statement  purposes and the accelerated  method for income tax purposes over the
estimated useful lives of the assets.

         Research and Development Costs
         ------------------------------

         Research and development costs were expensed as incurred.

         Income Taxes
         ------------

         No provision for income taxes,  either  accrued or deferred,  have been
reported in the financial  statements  because the Company has incurred only net
operating losses.

         Earnings (losses) Per Share
         ---------------------------

         The  weighted  average  of  shares   outstanding   method  is  used  in
calculating earnings (losses) per share.

Note B:   Organization of Company

         Chem-Waste  Corporation was incorporated on January 10, 1984, under the
laws of the State of North Carolina.  The charter authorized 20,000,000 share of
common stock with a par value of $1.00 per share.

                                       20

<PAGE>

         On July 19,  1984,  the name of the Company  was  changed to  Radiation
Disposal  Systems,  Inc.,  by amendment to the Charter of  Incorporation  in the
State of North Carolina.

         On September,  13, 1984, the Company was authorized by amendment to the
Articles of Incorporation 1,500,000 preferred stock,  nonvoting,  noncumulative,
$.50 par value per share, 10%  noncumulative  dividend,  callable at 105% of par
value,  and  convertible  into  common  stock on a share  for share  basis.  The
amendment of articles granted the issuance of warrants.

         On October 9, 1984,  the Company was  authorized  by  amendment  to the
Articles of Incorporation to change the par value of the common stock from $1.00
per share to $.001 per share.

         In January 1985, the Company  conducted a public  offering of 2,700,000
common shares for $1.25 per share.  The underwriter was given warrants which are
exercisable  over a four year period  beginning  June 1986, to purchase  270,000
common stock shares at $1.50 per share.

         In June 1987,  100,000  preferred stock shares were converted to common
stock shares on a share for share basis.

         In August 1987, 550,000 preferred stock shares were converted to common
stock shares on a share for share basis.

         On July 1, 1988,  the articles  were amended for denial of  presumptive
rights, "The Shareholders of the Corporation shall have no presumptive rights to
acquire additional or treasury shares of the Corporation."

         In July and September  1988,  the warrants were  exercised at $1.50 per
share for common stock.

         On July 14,  1990,  the Articles of  Incorporation  of the Company were
amended by adding a new Article designed as Article X, to read as follows:

                                    Article X

            To  the  fullest  extent  permitted  by the  North  Carolina
            Business  Corporation  Act as it exists or may  hereafter be
            amended,  a director of the Company  shall not be personally
            liable to the Company,  its  shareholders  or otherwise  for
            monetary  damages for breach of his duty as a director.  Any
            repeal  or   modification   of  this   Article  X  shall  be
            prospective   only  and  shall  not  adversely   affect  any
            limitation  on the  personal  liability of a director of the
            Company existing at the time of such repeal of modification.

                                       21

<PAGE>

         On September 21, 1998, 10,000,000 shares of Radiation Disposal Systems,
Inc.,  were  traded  for  1,000,000   authorized   shares  of  Asset  Technology
International, Inc. The shares of Technology International, Inc., were canceled.
At the  time of the  stock  exchange,  Technology  International,  Inc.,  had no
assets, liabilities or capital. The company was completely dormant.

         On October 13, 1999, The Saint James Company was incorporated under the
laws of the State of Delaware. The purpose of the Corporation shall be to engage
in any lawful activities.

         In November 1998,  Radiation Disposal Systems,  Inc.,  exchanged all of
its outstanding shares with The Saint James Company. The effect is to change the
name of Radiation Disposal Systems,  Inc., into The Saint James Company,  and to
change the domicile from the State of North Carolina to the State of Delaware.

         On  November 19, 1998, Radiation Disposal Systems, Inc., was granted an
increase from 20,000,000  common shares par value $.001 authorized to 50,000,000
common shares when authorized par value $.001.

         On November 19, 1998,  the  Articles of  Incorporation  were amended to
allow  for a 20-1  reverse  split of the  common  stock for  Radiation  Disposal
Systems, Inc.

Note C:   Accrued Interest Payable and Interest Payable

         The  Company  has two  judgments  against it (See Note D) that  require
interest to be paid on those judgments.  The accrued interest payable represents
the current  year or period  interest  owed.  The  interest  payable  represents
interest owed from prior years that has not been paid.

Note D:   Judgments Payable (Litigation)

            Thomas  Publishing  Company  holds a consent  judgment  dated May 5,
1995.  The date of the interest as stated in the  judgment is to start  December
13, 1993.

         Sum of Judgment, 18% per annum                    $ 3,265.00
         Interest prior to December 13, 1993               $ 1,450.00
         Collection cost, 8% per annum                     $ 1,178.78
         ------------------------------------------------------------
         Total                                             $ 5,893.78

            McKinney & Moore,  Inc.,  on February 13, 1993,  received a judgment
against the Company.

         Judgment, 10% per annum                           $ 3,802.00
         Attorney's fees, 10% per annum                    $ 1,250.00
         Prejudgment, 10% per annum                        $   211.00
         Total                                             $ 5,263.00
         ------------------------------------------------------------
         Total of judgments                                $11,156.78


                                       22

<PAGE>

Note E:   Capital Stock

         December 31, 1998
---------------------------------------------------------------------
Preferred Stock, $.01
par value per share,
500,000 shares
authorized.  No shares
issued and outstanding.                               0
-------------------------------    ----------------------------------
Common Stock,
authorized 50,000,000
shares with par value
of $.001 per share,
9,977,495 common
shares issued and
outstanding                                      $9,977
---------------------------------------------------------------------


Note F:   Retained Earnings Restricted

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

Note G:   Prior Period Adjustments

         Prior period  adjustments  as shown on the  statement of cash flows and
the retained  earnings  statement  represents  changes to  financial  statements
provided by the Company for audit.

Note H:   Going Concern

         As shown on the financial  statements,  the Company has incurred losses
of over $3.4 million  from  inception  to December  31,1998.  The ability of the
Company to continue as a going concern is dependent upon the success of the plan
to raise  capital by a merger with another  profitable  company.  The  financial
statements  do not include any  adjustments  that might be necessary  should the
Company be unable to continue as a going concern.


                                       23