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 1999


                                     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)


                                   Copies to:
                              Courtneay Draker, Esq
                       Schroeder, Walthall and Nevill, LLP
                              1100 Louisiana Street
                                   Suite 4850
                                Houston, TX 77002
                              Phone: (713) 654-9100


        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.

         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:    31
                         ----

Exhibit Index on Page:    19
                         ----



<PAGE>

                                     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 and 1999, 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.

                        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.



                                       2

<PAGE>

         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 1999.

         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 1999,
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, 1999, 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


                                       3

<PAGE>

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.

         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.  Wayne  Gronquist is  the  President  and  Secretary  of the Company.
Mr.  Gronquist  does not receive  compensation  for serving as an officer 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.

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


                                       4

<PAGE>

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, 1999.

         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, 1999.

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

         No matter were submitted to a vote of the security holders.

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 1999 are available.

         As of December 31, 1999, 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.

Item 6.  Selected Financial Data


<TABLE>


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

                                Year Ended December     Year Ended December    Year Ended December
                                31, 1999                31, 1998               31, 1997
------------------------------- ----------------------- ---------------------- ----------------------

CURRENT ASSETS                  $ 0                     $ 0                    $ 0
------------------------------- ----------------------- ---------------------- ----------------------

      TOTAL CURRENT ASSETS      $ 0                     $ 0                    $ 0
------------------------------- ----------------------- ---------------------- ----------------------

OTHER ASSETS                    $ 0                     $ 0                    $ 0
------------------------------- ----------------------- ---------------------- ----------------------

      TOTAL OTHER ASSETS        $ 0                     $ 0                    $ 0
------------------------------- ----------------------- ---------------------- ----------------------

      TOTAL ASSETS              $ 0                     $ 0                    $ 0
------------------------------- ----------------------- ---------------------- ----------------------


</TABLE>


                                       5




<PAGE>

<TABLE>
<CAPTION>

                             THE SAINT JAMES COMPANY
                          (A Development Stage Company)

                                  BALANCE SHEET

                      LIABILITIES AND STOCKHOLDERS'S EQUITY



                                                      Year Ended            Year Ended           Year Ended
                                                      December 31, 1999     December 31, 1998    December 31, 1997
                                                      --------------------- -------------------- -------------------
<S>                                                   <C>                   <C>                  <C>

CURRENT LIABILITIES
----------------------------------------------------- --------------------- -------------------- -------------------

Officers Advances (Note H)                            $5,000.00             $0.00                $0.00
----------------------------------------------------- --------------------- -------------------- -------------------

Accrued Interest Payable (Note C)                       1,115.00              1,116.00            1,116.00
----------------------------------------------------- ===================== ==================== ===================

      TOTAL CURRENT LIABILITIES                       $6,115.00              $1,116.00           $1,116.00
                                                      ===================== ==================== ===================
----------------------------------------------------- --------------------------------------------------------------

LONG TERM LIABILITIES
----------------------------------------------------- --------------------- -------------------- -------------------

Interest Payable (Note C)                             $7,508                $6,392               $5,276
----------------------------------------------------- --------------------- -------------------- -------------------

Judgments Payable (Note D)                            11,157                11,157               11,157
----------------------------------------------------- --------------------- -------------------- -------------------

TOTAL LONG TERM LIABILITIES                           18,665                17,549               16,433
----------------------------------------------------- --------------------- -------------------- -------------------

TOTAL LIABILITIES                                     24,780                18,665               17,549
----------------------------------------------------- --------------------------------------------------------------

STOCKHOLDERS' EQUITY (Note E)
----------------------------------------------------- --------------------- -------------------- -------------------

Common  stock,   $.001  par  value
authorized   50,000,000  shares  issued  and
outstanding at
December 31, 1997- 9,977,495 shares;                                                             $   9,977
December 31, 1998-999,057 shares;                                           $      999
December 31 1999 - 999,057 shares.                    $      999
----------------------------------------------------- --------------------- -------------------- -------------------

Additional paid in Capital                            $3,460,568            $3,460,568           $3,451,590
----------------------------------------------------- ===================== ==================== ===================

          SUBTOTAL                                    $3,461,567            $3,461,567           $3,461,567
----------------------------------------------------- ===================== ==================== ===================

----------------------------------------------------- --------------------- -------------------- -------------------

Retained Earnings Restricted                          $     -11,157         $     -11,157        $     -11,157
----------------------------------------------------- --------------------- -------------------- -------------------

Retained Earnings Deficit                             $ -3,475,190          $ -3,469,075         $ -3,467,959
----------------------------------------------------- --------------------- -------------------- -------------------

Total Retained Earnings                               $ -3,486,347          $ -3,480,232         $ -3,479,116
----------------------------------------------------- --------------------- -------------------- -------------------

TOTAL STOCKHOLDERS' EQUITY                            $      -24,780        $     -18,665        $     -17,549
----------------------------------------------------- ===================== ==================== ===================

TOTAL LIABILITIES AND STOCKHOLDERS EQUITY             $               0     $              0     $              0
----------------------------------------------------- --------------------- -------------------- -------------------
</TABLE>



                                       6


<PAGE>

<TABLE>
<CAPTION>

                             THE SAINT JAMES COMPANY
                          (A Development Stage Company)

                             STATEMENT OF OPERATIONS



                                                 Year Ended          Year Ended           Year Ended December  Jan. 7, 1993
                                                 December 31,        December 31,         December 31,         (inception) to
                                                 1999                1998                 1997                 Dec. 31, 1999
------------------------------------------------ ------------------- -------------------- -------------------- --------------------
<S>                                              <C>                 <C>                  <C>                  <C>

REVENUE                                          $ 0                 $ 0                  $ 0                  $ 0
----------------------------------------------- -----------------------------------------------------------------------------------

EXPENSES
------------------------------------------------ ------------------- -------------------- -------------------- --------------------

General, Selling & Administrative                $      6,115        $     1,116          $     1,275          $     13,523
Judgment                                                    0                  0                    0                     0
Loss from Discontinued Operations                           0                  0                    0            -3,461,567
------------------------------------------------ ------------------- -------------------- -------------------- --------------------
      Total Expenses                             $      6,115        $      1,116         $      1,275         $ -3,461,567

------------------------------------------------ ------------------- -------------------- -------------------- --------------------

Net Profit/ Loss (-)                             $     -6,115        $     -1,116         $     -1,275         $ -3,461,567
------------------------------------------------ ------------------- -------------------- -------------------- --------------------
Net Profit/Loss (-) Per weighted
share (Note A)                                   $     -.0061        $     -.0011         $     -.0013         $    -3.4896
------------------------------------------------ ------------------- -------------------- -------------------- --------------------
Weighted average number of
common shares outstanding                             999,057             999,057              999,057              999,057
------------------------------------------------ ------------------- -------------------- -------------------- --------------------
</TABLE>










                                       7



<PAGE>


                             THE SAINT JAMES COMPANY
                          (A Development Stage Company)

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY



                                                   COMMON STOCK
                                         --------------------------------------
                                         SHARES              AMOUNT
                                         ------------------- ------------------
Balance, December 31, 1997                9,977,495          $ 9,977
---------------------------------------- ------------------- ------------------
September 21, 1998 issued
shares in stock trade                    10,000,000           10,000
---------------------------------------- ------------------- ------------------
November 19, 1998 20:1
reverse stock split                      -18,978,620         -18,979
---------------------------------------- ------------------- ------------------
November 19, 1998 shares
issued from rounding                     +       182         +     1
---------------------------------------- ------------------- ------------------
Net loss year ended
December 31, 1998
---------------------------------------- ------------------- ------------------
Balance, December 31, 1998                   999,057         $   999
---------------------------------------- ------------------- ------------------
Net loss year ended
December 31, 1999
---------------------------------------- ------------------- ------------------
Balance, December 31, 1999                   999,057         $   999
---------------------------------------- ------------------- ------------------







                                       8


<PAGE>

<TABLE>
<CAPTION>

                             THE SAINT JAMES COMPANY
                          (A Development Stage Company)

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY



                                    Additional paid-in  Retained Earnings  Retained Earnings
                                    Capital             Restricted         Deficit
                                    ------------------- -----------------  -----------------
<S>                                 <C>                 <C>                <C>

Balance, December 31, 1997          $3,451,590          $ -11,157          $ -3,467,959

----------------------------------- ------------------- -----------------  -----------------
September 21, 1998 issued           -10,000
shares in stock trade
----------------------------------- ------------------- ------------------------------------
November 19, 1998 20:1
reverse stock split                 +18,979
----------------------------------- ------------------- ------------------------------------
November 19, 1998 shares
issued from rounding                     -1
----------------------------------- ------------------- ------------------------------------
Net loss year ended
December 31, 1998                                                                -1,116
----------------------------------- ------------------- ------------------------------------
Balance, December 31, 1998          $3,460,568          $ -11,157         $  -3,469,075
----------------------------------- ------------------- ------------------------------------
Net loss year ended
December 31, 1999                                                                -6,115
----------------------------------- ------------------- ------------------------------------
Balance, December 31, 1999          $3,460,568          $ -11,157         $  -3,475,190

----------------------------------- -------------------- ----------------- -----------------

</TABLE>





                                       9



<PAGE>

<TABLE>
<CAPTION>

                             THE SAINT JAMES COMPANY
                          (A Development Stage Company)

                             STATEMENT OF OPERATIONS



                                            Year Ended            Year Ended           Year Ended             Jan. 7, 1993
                                            December 31, 1999     December 31, 1998    December 31, 1997      (inception) to
                                                                                                              Dec. 31, 1999
                                            -----------------     ----------------     -----------------      ---------------
Cash Flows from Operating
Activities
------------------------------------------- -----------------     ----------------     -----------------      ---------------
<S>                                         <C>                   <C>                  <C>                    <C>

      Net Loss                              $ -6,115              $ -1,116             $ -1,275               $ -3,486,347

------------------------------------------- -----------------     ----------------     -----------------      ---------------
      Adjustments to reconcile net
      loss to net cash provided by                 0                0                    0                      0
      operating activities
------------------------------------------- -----------------     ----------------     -----------------      ---------------
Changes in assets and liabilities
Increase in current and long-term
liabilities                                   +6,115              +1,116               +1,275                   +24,780
------------------------------------------- -----------------     ----------------     -----------------      ---------------
Net cash used in operating activities       $      0              $    0               $    0                 $ -3,461,567
------------------------------------------- -----------------     ----------------     -----------------      ---------------
Cash Flows from investing activities               0                   0                    0                        0
------------------------------------------- -----------------     ----------------     -----------------      ---------------
Cash Flows from Financing
Activities Issuance of common stock                0                   0                    0                 +3,461,567
------------------------------------------- -----------------     ----------------     -----------------      ---------------
Net increase (decrease) in cash             $      0              $    0               $    0                 $    0
------------------------------------------- -----------------     ----------------     -----------------      ---------------
Cash beginning of period                           0                   0                    0                      0
------------------------------------------- =================     ================     =================      ===============
Cash, end of period                         $      0              $    0               $    0                 $    0

                                            =================     ================     =================      ===============
</TABLE>


         The  foregoing  charts  include  1997  financial  statements  which are
unaudited and internally generated.  Due to lack of operating funds, the Company
has engaged its accountant to perform audits for 1999 and 1998 and compare those
numbers to the internally generated, unaudited year end numbers for 1997.

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,  1999,
1998 or 1997.

         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.



                                       10

<PAGE>


         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 $6,116 for the year ended December 31, 1999,  $1,116 for 1998 and $1,492
for 1997.

         For the year ended  December 31, 1999,  1998, and 1997, the Company had
no engineering, research and development expenses.

         For  the  year  ended   December   31,  1999,   the  Company   incurred
administrative  expenses of $0, compared to $0 for 1998 and $4,568 for 1997. The
significant components of 1999 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 1999 and 1998.  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.

          (b)  The Company had no professional fees for 1999, 1998 or 1997.

          (c)  The Company had office expense of $0 for 1999, compared to $0 for
               1998 and $2,512 for 1997.

          (d)  The Company had no  amortization of patent expense for 1999, 1998
               or 1997.

          (e)  The Company had no bad debt expense for 1999, 1998 and 1997

         The Company had $6,115 in income loss for 1999,  compared to $1,116 for
1998 and $3,096 for the year ended December 31, 1997. The significant components
of 1999 other income together with comparative data where significant change has
occurred in relation to prior years, include the following:

          a.   The Company  received a cash advance  from Wayne  Gronquist on or
               about October 1999. The loan is interest free and will supply the
               Company  with the money  needed to pursue a merger or sale of the
               Company with/to a more financially viable entity.

          b.   The Company had no income from replacement part sales,  machinery
               rental and  treatability  testing  activities  in 1999,  1998 and
               1997.

          c.   The Company had interest expense of $1,116 for 1999,  compared to
               $1,116 for 1998 and $4,596 for 1997.  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 1999, 1998 and 1997,
               the Company  incurred  interest  expense  involved with judgments
               against  it  which  have  not  been  paid.  See,  Item 3 -  Legal
               Proceedings.

          d.   Cancellation  of debt  income of $0 for 1999,  compared to $0 for
               1998 and $5,605 for 1997.  During the years  ended  December  31,
               1998  and  1997,  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




                                       11

<PAGE>


               resources  to pay these debts and the  aforementioned  Statute of
               Limitations  bars their  collection,  the Company  included these
               amounts in  cancellation  of debt income.  The following  figures
               show the cancellation of debt income:  1999 and 1998 were $0, and
               $5,605 for 1997.

Financial Condition and Liquidity

         The Company has no cash assets.  The Company's  cash  decreased $0 from
the year ended  December 31, 1998.  The Company has had a minimal amount of cash
assets since 1995.

         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.

         However,  the Company  hired  Barry L.  Friedman,  a  Certified  Public
Accountant, in June 1999, to perform audits for 1998 and 1999.

         In 1999,  the Company has suffered the same economic  hardships as 1998
and 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.

Capital Resources

         The  Company  has  no  expenditures  for  the  purchase  of  materials,
machinery and other testing equipment in 1999.

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 21-31 hereof.


                                       12

<PAGE>


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.

         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 is also the
Secretary of the Company and the sole member of the Board of Directors.

         During 1999, the Company continued to reduce its operating expenses and
to  severely  curtail  its  operations  in an  attempt  to limit  its  financial
liabilities.  Because of its extremely weak financial condition, the Company did
not hold an annual meeting of shareholders in 1999.

         The Officers of the Company, as of December 31, 1999, are as follows:



Name                Term of Office         Age            Position
--------------------------------------------------------------------------------
Wayne Gronquist        1998                57             President, Secretary,
                                                          Director


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, 1999:

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, 1999, 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.





                                       13

<PAGE>

<TABLE>
<CAPTION>


Item 12.  Security Ownership of Certain Beneficial Owners and Management


         The following  table sets forth as of December 31, 1999,  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.

------------------------------------- ----------------------------------- -----------------------------------
Name and Address of Beneficial Owner  Amount  and  Nature of  Beneficial  Percentage of  Outstanding  Common
                                      Relationship                        Stock
<S>                                   <C>                                 <C>

------------------------------------- ----------------------------------- -----------------------------------
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%

</TABLE>


Item 13.  Certain Relationship and Related Transactions

         The Company  received a cash advance  from Wayne  Gronquist on or about
October  1999.  The loan is interest  free and will supply the Company  with the
money  needed  to  pursue  a  merger  or  sale  of the  Company  with/to  a more
financially viable entity.

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       20
Balance Sheet - Assets                                   21
Balance Sheet - Liabilities and Stockholders' Equity     22
Statement of Operations                                  24
Statement of Changes in Stockholders' Equity             26
Notes to Financial Statements                            28







                                       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 *       1
Bylaws as Amended through December 31, 1998*   2

*  Previously filed as a part of Form 10-K for 1998.




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                                       1/07/2000
-----------------------------                          -----------------------
Wayne Gronquist                                               Date
President, Secretary, Director









                                       15

<PAGE>


                          INDEPENDENT AUDITORS' REPORT


To Board of Directors                                            January 4, 2000
And Stockholders of
The Saint James Company

         I have  audited  the  Balance  Sheets of The Saint  James  Company,  (A
Development  Stage  Company),  as of December 31, 1999,  December 31, 1998,  and
December 31,  1997,  and the related  Statements  of  Operations,  Stockholders=
Equity and Cash Flows for the three years ended December 31, 1999,  December 31,
1998,  December 31, 1997. 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 audit.

         I conducted my audit in accordance  with  generally  accepted  auditing
standards.  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 audit provides 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,  (A  Development  Stage  Company),  at December 31, 1999,  December 31,
19998,  December 31, 1997,  and the results of its operations and cash flows for
the three years ended December 31, 1999,  December 31, 1998,  December 31, 1997,
in conformity with generally accepted accounting principles.

         The accompanying  financial  statements have been prepared assuming the
Company  will  continue  as a  going  concern.  As  discussed  in Note #3 to the
financial  statement,  the Company has no  established  source of revenue.  This
raises  substantial  doubt about its  ability to  continue  as a going  concern.
Management=s  plan in regard to these matters are also described in Note #3. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

\s\  Barry L. Friedman
---------------------------------
     Barry L. Friedman
     Certified Public Accountant






                                       16

<PAGE>


                            THE SAINT JAMES COMPANY
                          (A Development Stage Company)

                                  BALANCE SHEET

                                     ASSETS




                             Year Ended    Year Ended     Year Ended
                             December 31,  December 31,   December 31,
                             1999          1998           1997
---------------------------- ------------- -------------- -------------

CURRENT ASSETS               $ 0           $ 0            $ 0
---------------------------- ------------- -------------- -------------

      TOTAL CURRENT ASSETS   $ 0           $ 0            $ 0
---------------------------- ------------- -------------- -------------

OTHER ASSETS                 $ 0           $ 0            $ 0
---------------------------- ------------- -------------- -------------

      TOTAL OTHER ASSETS     $ 0           $ 0            $ 0
---------------------------- ------------- -------------- -------------

      TOTAL ASSETS           $ 0           $ 0            $ 0
---------------------------- ------------- -------------- -------------











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


                                       17


<PAGE>

<TABLE>
<CAPTION>

                             THE SAINT JAMES COMPANY
                          (A Development Stage Company)

                                  BALANCE SHEET

                      LIABILITIES AND STOCKHOLDERS'S EQUITY



                                                      Year Ended December   Year Ended           Year Ended
                                                      31, 1999              December 31, 1998    December 31, 1997
----------------------------------------------------- --------------------  -------------------  -------------------
<S>                                                   <C>                   <C>                  <C>

CURRENT LIABILITIES
----------------------------------------------------- --------------------- -------------------- -------------------

Officers Advances (Note H)                            $5,000.00             $0.00                $0.00
----------------------------------------------------- --------------------- -------------------- -------------------

Accrued Interest Payable (Note C)                       1,115.00              1,116.00            1,116.00
----------------------------------------------------- ===================== ==================== ===================

      TOTAL CURRENT LIABILITIES                       $6,115.00              $1,116.00           $1,116.00
----------------------------------------------------- ===================== ==================== ===================

LONG TERM LIABILITIES
----------------------------------------------------- --------------------- -------------------- -------------------

Interest Payable (Note C)                             $7,508                $6,392               $5,276
----------------------------------------------------- --------------------- -------------------- -------------------

Judgments Payable (Note D)                            11,157                11,157               11,157
----------------------------------------------------- --------------------- -------------------- -------------------

TOTAL LONG TERM LIABILITIES                           18,665                17,549               16,433
----------------------------------------------------- --------------------- -------------------- -------------------

TOTAL LIABILITIES                                     24,780                18,665               17,549
----------------------------------------------------- --------------------------------------------------------------

STOCKHOLDERS= EQUITY (Note E)
----------------------------------------------------- --------------------- -------------------- -------------------

Common stock, $.001 par value
authorized 50,000,000 shares issued  and
outstanding at December 31, 1997- 9,977,495 shares;                                              $ 9,977
December 31, 1998-999,057 shares;                                            $    999
December 31 1999 - 999,057 shares.                    $      999
----------------------------------------------------- --------------------- -------------------- -------------------

Additional paid in Capital                            $3,460,568            $3,460,568           $3,451,590
----------------------------------------------------- ===================== ==================== ===================

          SUBTOTAL                                    $3,461,567            $3,461,567           $3,461,567
----------------------------------------------------- ===================== ==================== ===================

Retained Earnings Restricted                          $  -11,157            $  -11,157           $  -11,157
----------------------------------------------------- --------------------- -------------------- -------------------

Retained Earnings Deficit                             $-3,475,190           $-3,469,075          $-3,467,959
----------------------------------------------------- --------------------- -------------------- -------------------

Total Retained Earnings                               $ -3,486,347          $ -3,480,232         $ -3,479,116
----------------------------------------------------- --------------------- -------------------- -------------------

TOTAL STOCKHOLDERS' EQUITY                            $      -24,780        $     -18,665        $     -17,549
----------------------------------------------------- ===================== ==================== ===================

TOTAL LIABILITIES AND STOCKHOLDERS EQUITY             $               0     $              0     $              0
----------------------------------------------------- --------------------- -------------------- -------------------
</TABLE>


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



                                       18
<PAGE>




<TABLE>
<CAPTION>

                             THE SAINT JAMES COMPANY
                          (A Development Stage Company)

                             STATEMENT OF OPERATIONS



                                                 Year Ended          Year Ended           Year Ended December  Jan. 7, 1993
                                                 December 31,        December 31,         December 31,         (inception) to
                                                 1999                1998                 1997                 Dec. 31, 1999
------------------------------------------------ ------------------- -------------------- -------------------- --------------------
<S>                                              <C>                 <C>                  <C>                  <C>

REVENUE                                          $ 0                 $ 0                  $ 0                  $ 0
----------------------------------------------- -----------------------------------------------------------------------------------

EXPENSES
------------------------------------------------ ------------------- -------------------- -------------------- --------------------

General, Selling & Administrative                $      6,115        $     1,116          $     1,275          $     13,523
Judgment                                                    0                  0                    0                     0
Loss from Discontinued Operations                           0                  0                    0            -3,461,567
------------------------------------------------ ------------------- -------------------- -------------------- --------------------
      Total Expenses                             $      6,115        $      1,116         $      1,275         $ -3,461,567

------------------------------------------------ ------------------- -------------------- -------------------- --------------------

Net Profit/ Loss (-)                             $     -6,115        $     -1,116         $     -1,275         $ -3,461,567
------------------------------------------------ ------------------- -------------------- -------------------- --------------------
Net Profit/Loss (-) Per weighted
share (Note A)                                   $     -.0061        $     -.0011         $     -.0013         $    -3.4896
------------------------------------------------ ------------------- -------------------- -------------------- --------------------
Weighted average number of
common shares outstanding                             999,057             999,057              999,057              999,057
------------------------------------------------ ------------------- -------------------- -------------------- --------------------
</TABLE>







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


                                       19



<PAGE>

<TABLE>
<CAPTION>


                            THE SAINT JAMES COMPANY
                          (A Development Stage Company)

                             STATEMENT OF OPERATIONS




                                                 Year Ended    Year Ended    Year Ended    Jan. 7, 1993
                                                 December 31,  December 31,  December 31, (inception) to
                                                 1999          1998          1997          Dec. 31, 1999
                                                 ------------  ------------  ------------ --------------
<S>                                              <C>           <C>           <C>          <C>

Cash Flows from Operating
Activities
------------------------------------------------ ------------  ------------  ------------ --------------
      Net Loss                                   $ -6,115      $ -1,116      $ -1,275     $ -3,486,347

------------------------------------------------ ------------  ------------  ------------ --------------
      Adjustments to reconcile net
      loss to net cash provided by                      0             0             0            0
      operating activities
------------------------------------------------ ------------  ------------  ------------ --------------
Changes in assets and liabilities
Increase in current and long-term
liabilities                                        +6,115        +1,116        +1,275      +24,780
------------------------------------------------ ------------  ------------  ------------ --------------
Net cash used in operating activities            $      0       $     0      $      0      $ -3,461,567
------------------------------------------------ ------------  ------------  ------------ --------------
Cash Flows from investing activities                    0             0             0            0
------------------------------------------------ ------------  ------------  ------------ --------------
Cash Flows from Financing
Activities Issuance of common stock                     0             0             0        +3,461,567
------------------------------------------------ ------------  ------------  ------------ --------------
Net increase (decrease) in cash                  $      0       $     0      $      0     $      0
------------------------------------------------ ------------  ------------  ------------ --------------
Cash beginning of period                                0             0             0            0
------------------------------------------------ ============  ============  ============ ==============
Cash, end of period                              $      0       $     0      $      0     $      0

------------------------------------------------ ============  ============ ============================
</TABLE>


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



                                       20


<PAGE>



                             THE SAINT JAMES COMPANY
                          (A Development Stage Company)

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY



                                                   COMMON STOCK
                                         --------------------------------------
                                         SHARES              AMOUNT
                                         ------------------- ------------------
Balance, December 31, 1997                9,977,495          $ 9,977
---------------------------------------- ------------------- ------------------
September 21, 1998 issued
shares in stock trade                    10,000,000           10,000
---------------------------------------- ------------------- ------------------
November 19, 1998 20:1
reverse stock split                      -18,978,620         -18,979
---------------------------------------- ------------------- ------------------
November 19, 1998 shares
issued from rounding                     +       182         +     1
---------------------------------------- ------------------- ------------------
Net loss year ended
December 31, 1998
---------------------------------------- ------------------- ------------------
Balance, December 31, 1998                   999,057         $   999
---------------------------------------- ------------------- ------------------
Net loss year ended
December 31, 1999
---------------------------------------- ------------------- ------------------
Balance, December 31, 1999                   999,057         $   999
---------------------------------------- ------------------- ------------------







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


                                       21

<PAGE>

<TABLE>
<CAPTION>

                             THE SAINT JAMES COMPANY
                          (A Development Stage Company)

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY



                              Additional paid-in  Retained Earnings Retained Earnings
                              Capital             Restricted        Deficit
                              ------------------- ----------------- -----------------
<S>                           <C>                 <C>               <C>

Balance, December 31, 1997    $3,451,590          $ -11,157         $ -3,467,959
----------------------------- ------------------- ----------------- -----------------
September 21, 1998 issued
shares in stock trade         -10,000
----------------------------- ------------------- ----------------- -----------------
November 19, 1998 20:1
reverse stock split           +18,979
----------------------------- ------------------- ----------------- -----------------
November 19, 1998 shares
issued from rounding               -1
----------------------------- ------------------- ----------------- -----------------
Net loss year ended
December 31, 1998                                                     -1,116
----------------------------- ------------------- ----------------- -----------------
Balance, December 31, 1998    $3,460,568          $ -11,157         $ -3,469,075

----------------------------- ------------------- ----------------- -----------------
Net loss year ended
December 31, 1999                                                     -6,115
----------------------------- ------------------- ----------------- -----------------

Balance, December 31, 1999    $3,460,568          $ -11,157         $ -3,475,190
----------------------------- ------------------- ----------------- -----------------

</TABLE>








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



                                       22
<PAGE>



                             THE SAINT JAMES COMPANY
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

December 31, 1999, December 31, 1998, December 31, 1997

NOTES A -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

         The principal purpose of the Company is to design, 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
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.


                                       23


<PAGE>

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 shares of
common stock with a par value of $1.00 per share.

         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  commons  stock from
$1.00 per share to $.001 per share.

         In January, 1985, 650,000 preferred stock warrants were issued.

         In June,  1985,  the Company  conducted  a public  offering of 2,700,00
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:



                                       24


<PAGE>


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 the  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 or modification.

         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, 1998, 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 1999, Radiation Disposal Systems, Inc. exchanged all of its
outstanding  shares  with The Saint James  Company.  The effect is to change the
name of the 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, 1999,  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 stock 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  requires
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 - Judgment #1                                 $ 5,893.78







                                       25



<PAGE>


                             THE SAINT JAMES COMPANY
                          (A Development Stage Company)

                     NOTES TO FINANCIAL STATEMENTS CONTINUED
                     ---------------------------------------

December 31, 1999, December 31, 1998, December 31, 1997

NOTE D - JUDGMENTS PAYABLE (LITIGATION) CONTINUED

         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 - Judgment #2                            $  5,263.00
                                                        -----------
         Total of Judgments #1 & #2                     $ 11,156.78

NOTE E - CAPITAL STOCK

         Preferred Stock, $.01 par value per share,  500,000 shares  authorized.
No shares issued and outstanding.

NOTE F - RETAINED EARNINGS RESTRICTED

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

NOTE G - GOING CONCERN

         As shown on the financial  statements,  the Company has incurred losses
of  $3,461,567  from  inception to December 31, 1999.  The  Company's  financial
statement  are  prepared  using the  generally  accepted  accounting  principles
applicable to a going concern,  which contemplates the realization of assets and
liquidation  of  liabilities  in the normal  course of  business.  However,  the
Company has no current  source of revenue.  Without  realization  of  additional
capital, it would be unlikely for the Company to continue as a going concern. It
is  management's  plan to seek  additional  capital  through  a  merger  with an
existing operating company.

NOTE H - OFFICERS ADVANCES

         While the Company is seeking  additional  capital through a merger with
an existing operating  company,  an officer of the Company has advanced funds on
behalf of the  Company  to pay for any costs  incurred  by it.  These  funds are
interest free.





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