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

                                   FORM 10-KSB

                                   (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, 2005

     [ ] 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, $.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 No X

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 [ ] No [X]

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

On December 7, 2007, 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>
<CAPTION>
<S>                                                                             <C>


                                TABLE OF CONTENTS

                                                                                PAGE NUMBER
PART I

ITEM 1       Description of Business                                            1
ITEM 2       Description of Property                                            11
ITEM 3       Legal Proceedings                                                  11
ITEM 4       Submission of Matters to A Vote of Security Holders                12

PART II

ITEM 5       Market For Common Equity, Related Stockholder Matters              13
ITEM 6       Management's Discussion and Analysis                               14
ITEM 7       Financial Statements                                               19

ITEM 8       Changes In and Disagreements with Accountants and
                  Financial Disclosure                                          17
ITEM 8A      Controls and Procedures                                            20
ITEM 8B      Other Information                                                  20

PART III

ITEM 9       Directors and Executive Officers of the Company                    20
ITEM 10      Executive Compensation                                             23
ITEM 11      Security Ownership of Certain Beneficial Owners and
             Management and Related Stockholder Matters                         26
ITEM 12      Certain Relationships and Related Transactions                     27

PART IV

ITEM 13      Exhibits                                                           28
ITEM 14      Principal Accountant Fees and Services                             29
             Signatures                                                         30

</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.

                                     PART I
ITEM 1.   DESCRIPTION OF BUSINESS

Organization History


On January 10,  1984,  the Company,  now known as, The Saint James  Company (the
"Company") was incorporated  under the laws of the State of North Carolina under
the name Chem-Waste Corporation.  On July 19, 1984, the Company changed its name
to Radiation Disposal Systems, Inc. and on December 7, 2007 to its current name.
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, management decided
to cease the Company's business  operations in 1998. As of December 31, 2005 the
Company does not currently have active business operations.


Reorganization Activities

Change of Company Name and Domicile

At the annual meeting in 1998, the Company's shareholders and board of directors
voted to change the Company's  name to The Saint James Company and to change the
Company's domicile from North Carolina to Delaware. The Company incorporated The
Saint James Company in Delaware, as an operating subsidiary on October 13, 1998,
in order to effect re-incorporation.


<PAGE>





However,  the  required  Articles of Merger were not filed with the  appropriate
state entities and the  re-incorporation did not occur. As of December 31, 2005,
the  Company  and The Saint  James  Company  (Delaware)  remained  two  separate
companies.



Effective August 11, 2003, the Company entered into a  Reorganization  Agreement
with Funet Radio &  Communications  Corp.  ("Funet"),  a divided  company formed
under the laws of the Republic of China and the majority stockholders of Funet.
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 would represent
approximately  87.5% of the then  issued  and  outstanding  shares of the common
stock of the Company.  This  transaction  closed on  September  30, 2003 and was
subsequently rescinded because of non-performance and non-compliance on the part
of Funet.



On February 15, 2004,  the Company  entered  into a  consulting  agreement  with
Wynthrop Barrington.  Wynthrop Barrington is in business of providing management
consulting  services,  security  related services and advice with respect to SEC
and NASD rules and  regulations,  business  advisory and  development  services,
product  development  services,   product  marketing  and  sales  services.  The
consulting  services obtained from Wynthrop  Barrington,  resulted in $60,000 of
accounts payable at February 20 2005, which were satisfied by issuance 6,000,000
shares of the  Company's  common  stock at par value ($0.01)  per  share.


Management Changes

Rudy De La Garza  resigned  from the Board of Directors and from his position as
President and Chief Executive  Officer of the Company on January 1, 1999.  Wayne
Gronquist  resigned  as  Executive  Vice  President  of the  Company  and became
President of the Company on January 1, 1999. Mr.  Gronquist was the Secretary of
the Company and the sole member of the Board of Directors.


<PAGE>





Current Business Activities

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 pursue its marketing  objectives  in  connection  with the artwork.
None of the members 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., The artwork has a value of $50,000 and the shares were issued
issued at par value ($0.01) per share.

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 Ninja Turtles Animation Collection consists of the following:

         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



 As of December 31, 2005 the  Company  intended 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.




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.


<PAGE>





Due to our  limited  resources,  we have not been  able to pursue  our  business
objectives.

                                  RISK FACTORS

You should be aware that there are various risks  associated  with our business,
and us, including the ones discussed below. You should carefully  consider these
risk factors, as well as the other information contained in this Form 10-KSB, in
evaluating us and our business.

WE HAVE  INCURRED SIGNIFICANT LOSSES AND ANTICIPATE FUTURE LOSSES

At  December  31,  2005,  we had an  accumulated  deficit  of  $3,653,179  and a
stockholders'  deficit of $43,604.  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 financial  statements for the years
ended  December  31,  2005 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  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,  bringing our  financial  records and SEC filings up to date,
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."


<PAGE>





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


Our securities are currently  quoted on the Grey Market.  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.


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, if at all, 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 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.



<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. We are registering all of our outstanding  Shares so officers,
directors and affiliates will be able to sell their Shares if this  Registration
Statement  becomes  effective.  Rule 144  currently  provides in essence  that a
person  who has held  restricted  securities  for one year  may,  under  certain
conditions,  sell every three  months,  in brokerage  transactions,  a number of
Shares  that does not exceed  the  greater  of 1.0% of a  company's  outstanding
common stock or the average weekly trading volume during the four calendar weeks
prior to the sale. There is no limit on the amount of restricted securities that
may be  sold  by a  non-affiliate  after  the  owner  has  held  the  restricted
securities  for a period of two years.  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 a broker/kealer is successful in obtaining premission
to quote our common stock on the over the counter  bulletin board 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

As of December  31, 2005 Wayne  Gronquist  is the  President  and sole  Director
Secretary  of the  Company.  Mr.  Gronquist  does not 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.

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.


<PAGE>





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, 2006 and 2005, or subsequent to that date.


                                     PART II

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

The  Company's  common stock  currently  does not 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 2005 or 2004 are  available.  On  December  7, 2007,  the  Company  had 1,917
shareholders of record.

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.

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.


<PAGE>
<TABLE>
<CAPTION>





Recent Sales of Unregistered Securities

The Company made the following unregistered sales of its securities from January
1, 2005 through December 31, 2005.
<S>                <C>                        <C>             <C>                              <C>

  DATE OF SALE        TITLE OF SECURITIES     NO. OF SHARES   CONSIDERATION           CLASS OF PURCHASER
  ------------        -------------------     -------------   -------------           -------------------
------------------ -------------------------- --------------- -------------------------------- -----------------------------------

     2/20/05             Common Stock           6,000,000     $60,000 Consulting Services      Business Associate
------------------ -------------------------- --------------- -------------------------------- -----------------------------------
    12/15/05             Common Stock           5,000,000     Acquisition of Animation Cells   Business Associate

</TABLE>

Exemption From Registration Claimed

         All of the sales by the  Company of its  unregistered  securities  were
made by the Company in reliance upon Section 4(2) of the Securities Act of 1933,
as amended  (the  "1933  Act").  The entity  listed  above  that  purchased  the
unregistered  securities was an existing  shareholder,  known to the Company and
its management, through pre-existing business relationships,  as a long standing
business associate.  The entity was provided access to all material information,
which it requested, and all information necessary to verify such information and
was  afforded  access  to  management  of the  Company  in  connection  with the
purchases. The purchaser of the unregistered securities acquired such securities
for  investment  and not with a view  toward  distribution,  acknowledging  such
intent  to  the  Company.  All  certificates  or  agreements  representing  such
securities that were issued contained  restrictive legends,  prohibiting further
transfer of the certificates or agreements representing such securities, without
such  securities   either  being  first  registered  or  otherwise  exempt  from
registration in any further resale or disposition.


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 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).

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.


<PAGE>





Due to the Company's limited resources,  the Company has not been able to pursue
their  business  objectives  and will be better  positioned  once the Company is
quoted and traded on the OTC Bulletin Board.

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 purchased  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  atpar value  ($0.01)per  share.  The Company has
assets of  $50,000.  The  Company  has a net loss of $33,182  for the year ended
December 31, 2005 and $47,641 for 2004.

Currently, management does not anticipate any circumstances in which the Company
will produce revenues or acquire  additional  assets.  If we are unable to raise
sufficient  financing to effectuate the marketing of our artwork, we will seek a
potential  merger  candidate  or  purchaser  for the  Company  to  minimize  the
shareholders' loss.

RESULTS OF OPERATIONS

During the years ended December 31, 2005 and 2004, the Company did not recognize
any revenues.

During the year ended December 31, 2005, the Company incurred $32,500 in general
and  administrative  expenses  compared  to  $46,866.  The  decrease  of $14,000
attributed to the continual minimalization of operations.

During the year ended  December 31, 2005,  the Company  recognized a net loss of
$32 182  compared to a net loss of $48,000 in the year ended  December 31, 2004.
The   decrease  of  $15,000  is   attributable   the  decrease  in  general  and
administrative expenses as discussed above.

FINANCIAL CONDITION AND LIQUIDITY

At December 31, 2005, the Company had no cash or cash  equivalents.  The Company
did have assets of $50,000,  consisting of the artwork acquired during the year.
The  Company had  liabilities  of $93,604,  all  current.  During the year ended
December 31, 2005,  the Company did not use or receive funds through  either its
investing or financing activities.

Consequently, we are now 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


<PAGE>




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 starting on Page 19.

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

On June 12,  2007,  the  Board  of  Directors  of the  Company,  authorized  the
dismissal of Stonefield Josephson.  (Stonefield) as the Registrant's independent
registered public accounting firm.

Stonefield's reports on the Registrant's consolidated financial statements as of
December  31, 2004 and 2003,  and for each of the years in the  two-year  period
ended December 31, 2004,  contained no adverse opinion or disclaimer of opinion,
nor was it modified as to  uncertainty,  audit scope or  accounting  principles,
except for an  explanatory  paragraph  regarding  the  Registrant's  "ability to
continue  as  a  going  concern".  The  Registrant  had  no  disagreements  with
Stonefield in  connection  with its audits for the two most recent fiscal years,
and for interim  periods  subsequent  to December 31, 2004,  through the date of
dismissal  on any  matter  of  accounting  principles  or  practices,  financial
statement disclosure,  or auditing scope or procedure,  which disagreements,  if
not resolved to the  satisfaction  of  Stonefield,  would have caused it to make
reference to the subject  matter of the  disagreements  in  connection  with its
reports.

The Company has engaged the services of Larry  O'Donnell,  CPA as the  Company's
independent registered public accounting firm.

ITEM 8A      Controls and Procedures

We maintain  disclosure controls and procedures that are designed to ensure that
information  required to be  disclosed  in our Exchange Act reports is recorded,
processed,  summarized and reported within the time periods  specified under the
Securities and Exchange  Commission's rules and forms, and that such information
is  accumulated  and  communicated  to our  management,  including our Principal
Executive Officer and our Principal Financial Officer, as appropriate,  to allow
timely decisions regarding required disclosures.  Our management,  including our
Principal Executive Officer and our 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.

<PAGE>

We carried out an evaluation,  under the supervision and with the  participation
of our management,  including our Principal  Executive Officer and our Principal
Financial  Officer,  of the  effectiveness  of the design and  operation  of our
disclosure  controls and  procedures as of the end of the period covered by this
report.  Based  on the  foregoing,  our  Principal  Executive  Officer  and  our
Principal   Financial  Officer  concluded  that  our  disclosure   controls  and
procedures were effective at the reasonable assurance level.

Internal Control Over Financial Reporting

There  was no change in our  internal  control  over  financial  reporting  that
occurred  during the fiscal  quarter  ended  June 30,  2007 that has  materially
affected,  or is reasonably  likely to materially  affect,  our internal control
over financial reporting.

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.  In 2002, the Company did not have an
annual meeting  because of the lack of funds to cover the costs of such meeting.
Wayne Gronquist,  elected by the shareholders at the 1998 annual meeting, served
in 2005 as the sole Director of the Company.  Each  Director  holds office until
his  death,  resignation,  retirement,  removal  disqualification,  or until his
successor is elected and qualified.

Wayne  Gronquist  resigned  from his position as  President  but still holds the
Secretary  position  and is a Board of  Director.  Bruce  Anthony  Cosgrove  was
elected as a Board of Director  and became  President  and CEO of the Company in
2006. Stuart Douglas Hamilton was also elected a Board of Director.

The Officer and  Directors  of the  Company,  as of December  31,  2005,  are as
follows:
<TABLE>
<CAPTION>
<S>                                    <C>                   <C>         <C>

              Name                        Commenced            Age                  Position
----------------------------------    -------------------    --------    --------------------------------
Wayne Gronquist, Esq.                        1998              64        Secretary, Director

</TABLE>

Wayne  Gronquist  Esq. 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.


<PAGE>





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.

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 its sole  officer for the year ended  December  31, 2006 (the
"Named Executive Officers"):
<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE
<S>             <C>   <C>      <C>     <C>      <C>      <C>            <C>            <C>             <C>

                                                          None equity   Nonqualified
                                                           incentive      deferred
                                       Stock    Option       plan       compensation     All other
    Name &            Salary   Bonus   awards   awards   compensation     earnings      compensation   Total
   Position     Year    ($)     ($)      ($)      ($)         ($)            ($)            ($)         ($)
--------------- ----- -------- ------- -------- -------- -------------- -------------- --------------- ------
Wayne
Gronquist,
President,
CEO, CFO and
Director       2006   $-0-     $-0-    $ -0-    $ -0-       $ -0-          $-0-            $-0-       $-0-
</TABLE>


EMPLOYMENT AND CONSULTING AGREEMENTS

There were no employment  contracts or consulting  agreements with our directors
or officers during the year ended December 31, 2005.


<PAGE>





                              DIRECTOR COMPENSATON

The following table sets forth certain information concerning  compensation paid
to the Company's directors during the year ended December 31, 2005.

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

                                                                     Nonqualified
                                                     Non-equity       deferred
                Fees                               incentive plan    compensation       All other
                earned         Stock     Option     compensation       earnings       compensation    Total
     Name       or             awards    awards          ($)              ($)              ($)         ($)
                paid             ($)       ($)
                in
                cash
                  ($)
--------------- -------- -- -- --------- --------- ---------------- ---------------- ---------------- -------
--------------- -------- -- -- --------- --------- ---------------- ---------------- ---------------- -------
Wayne            $ -0-          $ -0-     $ -0-         $ -0-            $ -0-            $ -0-       $ -0-
Gronquist
--------------- -------- -- -- --------- --------- ---------------- ---------------- ---------------- -------
--------------- -------- -- -- --------- --------- ---------------- ---------------- ---------------- -------
</TABLE>



Mr.  Gronquist serves on the Board of Directors and as an officer of the Company
at the request of First Dominion,  a previous  majority owner of the outstanding
Company  shares.  First  Dominion is a client of Mr.  Gronquist's  law firm. Mr.
Gronquist  received $0 from First  Dominion for work performed in 2005. 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 Company shares.




<PAGE>




ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following  table sets forth as of December 31, 2005, 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>
               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, PMB 508
Santa Barbara, CA 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 St
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.                                        -0-                           0%

1104 Nueces St
Austin TX 78701
Bruce Cosgrove, President & Director                       413,008                         3%
78536 Naples Dr.
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%
</TABLE>

(1) Based on  11,999,057  shares of  common  stock  issued  and  outstanding  on
December 31, 2005.


<PAGE>


ITEM 12. CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS

The Company received a cash advance from First Dominion,  previous owner of over
25% of the  Company's  outstanding  common  stock,  on or about October 1999 and
continues to receive cash advances for expenses.  The Company used this money to
pay for general and  administrative  expenses in 2002,  such as  accountant  and
attorney's fees. The loans are interest free.

Mr.  Gronquist serves on the Board of Directors and as the President & Secretary
of the Company and The Saint James Company at the request of First  Dominion,  a
25.59%  former owner of the  outstanding  Company  shares.  First  Dominion is a
client of Mr. Gronquist 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.

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.


31.  Certification of Chief Executive  Officer/Chief  Financial Officer Pursuant
     to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934

32.  Certification  Pursuant to 18 U.S.C.  Section 1350, as adopted  pursuant to
     Section 906 of the Sarbanes-Oxley Act of 2002


ITEM 14.   PRINICIPAL ACCOUNTANT FEES AND SERVICES

The aggregate fees billed and expected to be billed by Stonefield Josephson, our
independent  registered  public  accounting  firm, at the time, for professional
services in the fiscal years ended December 31, 2005 and 2004 are as follows:
<TABLE>
<CAPTION>
<S>               <C>                                       <C>                                <C>

                  Services Rendered                         2005                               2004
                  -----------------                         ----                               ----

         Audit Fees                                          $0                                 $0
         Audit Related Fees                                   0                                  0
         All Other Fees                                       0                                  0
</TABLE>

The engagement of our independent registered public accounting firm was approved
by our  audit  committee  (the  board)  prior to the  start of the audit for the
fiscal year ended December 31, 2007.

Our current independent registered public accounting firm, Larry O'Donnell,  CPA
was engaged in 2007 to perform the audit for the years ended  December  31, 2006
and December 31 2005. Larry O'Donnell, CPA was not paid any fees for services in
the years ended December 31, 2006 and 2005.





<PAGE>


                             THE SAINT JAMES COMPANY
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                                December 31, 2005






<PAGE>



                             THE SAINT JAMES COMPANY

                              Financial Statements

                                Table of Contents
<TABLE>
<CAPTION>
<S>                                                                                                       <C>



                                                                                                          Page
                                                                                                          ----

Report of Independent Registered Public Accounting Firm                                                     F-1

Financial Statements:

     Balance Sheet as of December 31, 2005                                                                  F-2

     Statements of Operations for the Years Ended                                                           F-3
         December 31, 2005 and 2004 and the Period From
         January 1, 1999 to December 31, 2005

     Statements of Changes in Stockholders' Deficit for the Period From                                     F-4
         January 1, 1999 to December 31, 2005

     Statements of Cash Flows for the Years Ended                                                           F- 5
         December 31, 2005 and 2004 and the Period From
         January 1, 1999 to December 31, 2005

Notes to Financial Statements                                                                               F-6 - 10



</TABLE>




<PAGE>


                           Larry O'Donnell, CPA, P.C.
Telephone (303) 745-4545
2228 South Fraser Street
Unit I
Aurora, Colorado  80014



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,  2005,  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,
2005.  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, 200, 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, 2005,
in conformity with generally accepted accounting principles in the United States
of America.




Larry O'Donnell, CPA, P.C.
--------------------------
/s/Larry O'Donnell
September 30, 2007


                                      F-1


<PAGE>
<TABLE>
<CAPTION>


                             The Saint James Company
                          (A Development Stage Company)

                                  Balance Sheet
                                December 31, 2005
<S>                                                                                               <C>

                                     ASSETS


Other assets:

Artwork                                                                                           $        50,000
                                                                                                   --------------

    Total Assets                                                                                  $        50,000
                                                                                                   ==============


LIABILITIES AND STOCKHOLDERS' DEFICIT


Current liabilities:
    Accounts payable                                                                              $        25,616
    Advances from related parties                                                                          53,003
    Accrued interest                                                                                        9,091
     Accrued judgment                                                                                       5,894
                                                                                                    -------------
    Total liabilities, all current                                                                         93,604


Stockholders' deficit:

    Common stock; $0.001 par value;
        50,000,000 shares authorized; 11,999,057 issued and outstanding                                     11,999
    Additional paid-in capital                                                                           3,597,576
    Deficit accumulated during the development stage                                                    (3,653,179)
                                                                                                    ----------------
                                                                                                           (43,604)
                                                                                                    ----------------
Total liabilities and stockholders' deficit                                                       $         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>


                                                                                                     January 1, 1999
                                                                                                      (inception) to
                                                                              Year ended December 31,   December 31,
                                                                           ---------------------------
                                                                        2005             2004             2005
                                                                   ------------     -----------     ----------

Costs and expenses:
   General and administrative                                    $       32,500   $      46,866     $      177,219
                                                                   -------------   ------------      -------------
Total costs and expenses                                                 32,500          46,866            177,219

Other income                                                                 --              --              8,485
Interest expense                                                           (682)           (775)            (4,213)
                                                                   ------------    -------------     --------------

Net loss                                                         $      (33,182)  $     (47,641)    $     (172,947)
                                                                   =============   =============     ==============

Basic and diluted net loss per common share                      $        (0.01)  $       (0.05)
                                                                  ==============  ==============

Weighted average number of common
   shares outstanding                                                 2,730,564         999,057
                                                                   =============  ==============

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)

                 Statements of Changes in Stockholders' Deficit
<S>                                                              <C>                <C>          <C>          <C>         <C>

                                                                                                              Deficit
                                                                                                 Additional  Accumulated
                                                                          Common Stock             Paid-in     From
                                                                     Shares            Amount      Capital    Inception        Total
                                                                     ------            ------      -------    ---------       ------

Balances, January 1, 1999 (inception)                                  999,057       $   999     $ 3,460,568  (3,480,232) $ (18,665)
   Net loss                                                                                                       (6,115)    (6,115)
                                                                 -------------      -----------  ------------ ----------- ----------
Balances, December 31, 1999                                            999,057           999       3,460,568  (3,486,347)   (24,780)
   Net loss                                                                                                      (22,670)   (22,670)
                                                                 -------------      -----------  ------------ ----------- ----------
Balances, December 31, 2000                                            999,057           999       3,460,568  (3,509,017)   (47,450)
   Net loss                                                                                                        4,382)    (4,382)
                                                                 -------------      -----------  ------------ ----------- ----------
Balances, December 31, 2001                                            999,057            999      3,460,568  (3,513,399)   (51,832)
   Net loss                                                                                                       (4,314)    (4,314)
                                                                 -------------      -----------  ------------ ----------- ----------
Balances, December 31, 2002                                            999,057            999      3,460,568  (3,517,713)   (56,146)
   Additional paid in capital - Funet                                                                 27,239                 27,239
   Net loss                                                                                                      (54,644)   (54,644)
                                                                 -------------      -----------  ------------ ----------- ----------
Balances, December 31, 2003                                            999,057            999      3,487,807  (3,572,357)   (83,551)
   Additional paid in capital - Funet                                                                 10,769                 10,769
   Net loss                                                                                                      (47,640)   (47,640)
                                                                 -------------      -----------  ------------ ----------- ----------
Balances, December 31, 2004                                            999,057            999      3,498,576  (3,619,997)  (120,422)
   Common stock issued for artwork                                   5,000,000          5,000         45,000                 50,000
   Common stock issued for services                                  6,000,000          6,000         54,000                 60,000
   Net loss                                                                                                      (33,182)   (33,182)
                                                                 -------------      -----------  ------------ ----------- ----------
Balances, December 31, 2005                                         11,999,057       $ 11,999    $ 3,597,576 $(3,653,179) $ (43,604)
                                                                 =============      ===========  ============ =========== ==========


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>


                                                                                                   January 1, 1999
                                                                                                    (inception) to
                                                                      Year ended December 31,         December 31,
                                                                   ---------------------------
                                                                         2005            2004             2005
                                                                   ------------     -----------       ---------

Cash flows from operating activities:
   Net loss                                                      $    (33,182)      $  (47,641)     $  (172,947)
   Adjustments to reconcile net loss to
     net cash used in operating activities:
     Common stock issued for services                                  60,000               --           60,000
     Gain on settlement of judgment                                        --               --           (8,485)
     Changes in operating assets and liabilities:
        Decrease in prepaid expenses                                       --            1,485               --
       (Decrease) increase in accounts payable                        (27,500)          34,705           25,616
        Increase in accrued interest                                      682              682            4,091
                                                                   -------------    -----------       ------------
       Net cash used by operating activities                               --         (10,769)          (91,725)
                                                                   -------------    -----------       ------------

Cash flows from financing activities:
         Advance from related parties                                      --               --           53,003
       Capital contribution from Funet                                     --           10,769           38,008
                                                                   -----------      -----------       ------------
Net cash provided by financing activities                                  --               --           91,001
                                                                   -----------      -----------       ------------

Decrease in cash                                                           --               --             (714)
Cash at beginning of year                                                  --               --               --
                                                                   -------------    -----------       ------------
Cash at end of year                                              $         --       $       --      $      (714)
                                                                  ==============    ===========       ============


Supplemental Schedule of Cash Flow Information:


         Cash paid for interest                                  $         --       $       --      $        --
                                                                  ==============    ============      ============
         Cash paid for taxes                                     $         --       $       --      $        --
                                                                  ==============    ============      ============

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, 2005

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") was  incorporated  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,  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 in
reliance upon  Regulation S under the  Securities Act of 1933,  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.

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.

<PAGE>

Management plans to take the following 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, 2005 and 2004,  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.

<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.

Advertising Costs

Advertising costs are expensed as incurred.  There were no advertising  expenses
for the years ended December 31, 2005 and 2004.

Segment Reporting

Based on the  Company's  integration  and  management  strategies,  the  Company
operated in a single business segment. For the years ended December 31, 2005 and
2004, the Company had no revenue.

Recently Issued Accounting Pronouncements

In  June  2006,  the  Financial   Accounting   Standard  Board  ("FASB")  issued
Interpretation  No.  48,  Accounting  for  Uncertainty  in  Income  Taxes  -  An
Interpretation  of FASB  Statement  No. 109,  ("FIN 48").  FIN 48 clarifies  the
accounting  for  uncertainty  in  income  taxes  recognized  in an  enterprise's
financial  statements in accordance with FASB Statement No. 109,  Accounting for
Income Taxes.  FIN 48 also  prescribes a recognition  threshold and  measurement
attribute for the  financial  statement  recognition  and  measurement  of a tax
position  taken or expected  to be taken in a tax return  that  results in a tax
benefit.  Additionally,  FIN 48  provides  guidance  on  de-recognition,  income
statement  classification  of  interest  and  penalties,  accounting  in interim
periods, disclosure, and transition. This interpretation is effective for fiscal
years  beginning  after  December  15,  2006.  The  Company  does not expect the
application of FIN 48 to have a material affect on its financial statements.

<PAGE>

In September 2006, the FASB issued SFAS No. 157, Fair Value  Measurements.  This
statement  defines fair value,  establishes a framework for measuring fair value
in generally accepted accounting principles,  and expands disclosures about fair
value measurements. This statement applies under other accounting pronouncements
that require or permit fair value measurements. SFAS 157 is effective for fiscal
years  beginning  after  November  15,  2007.  The  Company  does not expect the
application  of  SFAS  No.  157  to  have a  material  affect  on its  financial
statements.

In September  2006,  the FASB issued SFAS No. 158,  "Employers'  Accounting  for
Defined  Benefit  Pension and Other  Postretirement  Plans-An  amendment of FASB
Statements  No. 87, 88, 106, and 132(R)".  One  objective of this standard is to
make  it  easier  for  investors,  employees,  retirees  and  other  parties  to
understand  and  assess an  employer's  financial  position  and its  ability to
fulfill the obligations under its benefit plans. SFAS No. 158 requires employers
to fully recognize in their financial statements the obligations associated with
single-employer  defined benefit pension plans,  retiree  healthcare  plans, and
other postretirement plans. SFAS No. 158 requires an employer to fully recognize
in its statement of financial position the overfunded or underfunded status of a
defined  benefit  postretirement  plan (other than a  multiemployer  plan) as an
asset or liability and to recognize changes in that funded status in the year in
which the changes  occur  through  comprehensive  income.  This  statement  also
requires an  employer  to measure the funded  status of a plan as of the date of
its year-end statement of financial position, with limited exceptions.  SFAS No.
158  requires  an entity to  recognize  as a  component  of other  comprehensive
income,  net of tax, the gains or losses and prior service costs or credits that
arise during the period but are not  recognized  as  components  of net periodic
benefit  cost  pursuant  to SFAS No. 87.  This  statement  requires an entity to
disclose  in the notes to  financial  statements  additional  information  about
certain effects on net periodic benefit cost for the next fiscal year that arise
from delayed recognition of the gains or losses, prior service costs or credits,
and  transition  asset or  obligation.  The  Company is  required  to  initially
recognize  the funded  status of a defined  benefit  postretirement  plan and to
provide the required  disclosures  for fiscal  years  ending after  December 15,
2006. Management believes that this statement will not have a significant impact
on the Company's consolidated financial statements.

In  February  of 2007,  the FASB  issued  SFAS 159,  "The Fair Value  Option for
Financial  Assets and  Financial  Liabilities--Including  an  amendment  of FASB
Statement  No. 115." The  statement  permits  entities to choose to measure many
financial instruments and certain other items at fair value. The objective is to
improve  financial  reporting  by providing  entities  with the  opportunity  to
mitigate  volatility in reported earnings caused by measuring related assets and
liabilities  differently  without  having  to  apply  complex  hedge  accounting
provisions.  The statement is effective as of the beginning of an entity's first
fiscal year that begins after  November 15, 2007.  The Company is analyzing  the
potential accounting treatment.

Note 3 - Artwork

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

Note 4 - Stockholder's Deficit

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

<PAGE>

On February 15, 2004,  the Company  entered  into a  consulting  agreement  with
Wynthrop Barrington.  Wynthrop Barrington is in business of providing management
consulting  services,  security  related services and advice with respect to SEC
and NASD rules and  regulations,  business  advisory and  development  services,
product  development  services,   product  marketing  and  sales  services.  The
consulting  services obtained from Wynthrop  Barrington,  resulted in $60,000 of
accounts  payable at February  20, 2005,  which were then paid to the  associate
consultant(s)  by issuance of the Company stock of 6,000,000 shares at $0.01 per
share.

Note 5 - Related Party Transactions

As of December 31, 2005, certain related parties advanced the Company $53,003 to
pay for certain  costs  incurred by the Company.  The advances are  non-interest
bearing and are payable upon demand.

Note 6 - Accrued Judgments and Accrued Interest

Accrued judgment represents an amount due to a creditor under a default judgment
dated February 25, 1993 and May 5, 1995. The accrued interest represents accrued
interest at a rate of 18% per annum on this unpaid judgment.

Note 7 - Income Taxes

The  reconciliation  of the effective  income tax rate to the federal  statutory
rate as of December 31, 2005 and 2004 is as follows:

                                                     2005               2004
                                                  ------------      ----------

         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 %
                                                  ============      ==========

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,
2005 are as follows:

         Loss carry forwards                              $     256,000
         Less valuation allowance                              (256,000)
                                                           -------------
                                                          $          --
                                                           =============

At December 31, 2005 and 2004,  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 $640,000
are still available as of December 31, 2006.





<PAGE>



                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                       THE SAINT JAMES COMPANY

Date:  February 6, 2008            By: /s/ Bruce Anthony Cosgrove
                                           --------------------------

                                           Bruce Anthony Cosgrove
                                           President & Chief Executive Officer
                                           & Chief Accounting Officer

                                           Wayne Gronquist Esq.
                                           Secretary Director


In  accordance  with the Exchange  Act, 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
---------                             -----                     ----

/s/ Bruce Anthony Cosgrove
----------------------------
Name: Bruce Anthony Cosgrove       President & CEO, Director   February 6, 2008

/s/ Wayne Gronquist
-----------------
Name: Wayne Gronquist              Secretary  & Director       February 6, 2008