SECURITIES AND EXCHANGE COMMISSION

                                             WASHINGTON, D.C. 20549  
                                                                    
                                                   FORM 10-QSB  


                                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                                     OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended                                         Commission File Number
September 30, 1994                                                       0-24376


                                              ST. JAMES GROUP, INC.
                         (Exact Name of Registrant as specified in its Charter)


            Delaware                                                  33-0612125
(State or other Jurisdiction of                          I.R.S. Employer Identi-
Incorporation or Organization                                      fication No.)

                   1500 Quail Street, Suite 550, Newport Beach, California 92660
(Address of Principal Executive Offices)                              (Zip Code)

                                                 (714) 660-1500
                          (Registrant's Telephone Number, including Area Code)




         Indicate by check mark whether the Registrant (i) 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  (of for such  shorter  period  that the
Registrant  was required to file such reports) and (ii) has been subject to such
filing requirements for the past 90 days.

                                          Yes    X           No

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of Common Stock, as of the latest practicable date.

Common Stock, $.001 par value                                            424,600
----------------------------------                         --------------------
Title of Class                                      Number of Shares outstanding
                                                           at September 30, 1994

No exhibits included.

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<PAGE>
<TABLE>
<CAPTION>



                              ST. JAMES GROUP, INC.
                      (A Company in the Development Stage)

                                 BALANCE SHEETS


                                     ASSETS

                                                                                            March 31,       September 30,
                                                                                              1994              1994


<S>                                                                                               <C>              <C>
CURRENT ASSETS - CASH                                                                             763
              OTHER ASSETS
                     Organization costs, net of accumulated
                     amortization of $102 and $129 (Note 1)                                       161               134

              TOTAL ASSETS                                                                  $     924         $     134



                      LIABILITIES AND STOCKHOLDERS' EQUITY



CURRENT LIABILITIES - Accounts payable                                                      $     168         $     443

STOCKHOLDERS' EQUITY
Preferred Stock, $.001 par value; 1,000,000 shares
  authorized; no shares issued and outstanding

Common Stock, $.001 par value; 20,000,000 shares
  authorized; 424,600 and 400,000 shares issued and outstanding                                   425               425

Additional paid-in Capital                                                                        821               821

Accumulated deficit during the development stage                                                (490)           (1,555)


              TOTAL STOCKHOLDERS' EQUITY                                                          756             (309)



TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                                                  $     924         $     134
</TABLE>

                                 See accompanying Notes to Financial Statements



                                                                   2

<PAGE>

<TABLE>
<CAPTION>


                              ST. JAMES GROUP, INC.
                      (A Company in the Development Stage)

                            STATEMENTS OF OPERATIONS


                                                                                                                         CUMULATIVE
                                                                    FOR THE                         FOR THE                   FROM
                                                                  SIX MONTHS                         THREE                 INCEPTION
                                                                     ENDED                       MONTHS ENDED        (JUNE 11, 1992)
                                                                 SEPTEMBER 30,                   SEPTEMBER 30,          TO SEPTEMBER
                                                             1994            1993            1994           1993           30, 1994



<S>                                                     <C>             <C>             <C>              <C>              <C> 
REVENUES                                                $        -0-     $       -0-     $        -0-    $        -0-     $      -0-

OPERATING EXPENSES

    General and Administrative                                 1,038                              250                         1,426
    Amortization                                                  27              27               13              14           129
TOTAL OPERATING EXPENSES                                       1,065              27              263              14         1,555


NET (LOSS)                                              $    (1,065)     $      (27)     $      (263)    $       (14)     $ (1,555)

NET (LOSS) PER SHARE                                    $      (.01)     $     (Nil)     $      (Nil)    $      (Nil)


WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING                                       424,600         400,000          424,600         400,000


</TABLE>

                                 See accompanying Notes to Financial Statements



                                                                   3

<PAGE>

<TABLE>
<CAPTION>


                              ST. JAMES GROUP, INC.
                      (A Company in the Development Stage)

                            STATEMENTS OF CASH FLOWS


                                                                                                                         CUMULATIVE
                                                                    FOR THE                         FOR THE                   FROM
                                                                  SIX MONTHS                         THREE                INCEPTION
                                                                     ENDED                       MONTHS ENDED        (JUNE 11, 1992)
                                                                 SEPTEMBER 30,                   SEPTEMBER 30,          TO SEPTEMBER
                                                             1994            1993            1994           1993           30, 1994

CASH FLOWS FROM OPERATING
ACTIVITIES

<S>                                                     <C>              <C>             <C>             <C>              <C>
   Net (Loss)                                          $    (1,065)     $      (27)     $      (263)    $       (14)     $  (1,555)

    Add item not requiring the
       use of cash-Amortization                                   27              27               13              14           129



    Increase (decrease) in accounts
       payable                                                   275                              250                           443



    Net cash flows from operating
       activities                                              (763)                                                          (983)

    CASH FLOWS INVESTING ACTIVITIES
      Organizational Costs                                                                                                    (263)

    CASH FLOWS FROM FINANCING
    ACTIVITIES
       Contribution to Capital                                                                                                  500
       Sale of Common Stock                                                                                                     746


       Net Cash flows from financing
         activities                                                                                                           1,246

NET INCREASE (DECREASE) IN CASH                                (763)

CASH BALANCE AT BEGINNING OF PERIOD                              763             237                              237

CASH BALANCE AT END OF PERIOD                           $                $       237     $               $        237     $

</TABLE>

                                 See accompanying Notes to Financial Statements



                                                                   4

<PAGE>



                                               ST. JAMES GROUP, INC.
                                       (A Company in the Development Stage)

                                      NOTES TO CONDENSED FINANCIAL STATEMENTS
                                                    (UNAUDITED)
                                                SEPTEMBER 30, 1994


1.       Comments

         The accompanying financial statements are unaudited, but in the opinion
         of the management of the Company,  contain all adjustments,  consisting
         of only normal  recurring  accruals,  necessary  to present  fairly the
         financial position at September 30, 1994, the results of operations for
         the three and six months  ended  September  30, 1994 and 1993,  and the
         cash flows for the three and six months  ended  September  30, 1994 and
         1993.

         Reference is made to the Company's Form 10-KSB for the year ended March
         31, 1994. The results of operations for the six months ended  September
         30, 1994 are not necessarily indicative of the results of operations to
         be expected for the full fiscal year ending March 31, 1995.

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND 
        FINANCIAL
         CONDITION

         The Company has limited working capital and no activities.


                                            PART II.  OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS  -  None

Item 2.  CHANGES IN SECURITIES - None

Item 3.  DEFAULTS UPON SENIOR SECURITIES - None

Item 4.  SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS - None

Item 5.  OTHER INFORMATION - None

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

         Exhibits--None

         Reports on Form 8-K--None.


                                                         5

<PAGE>


                                                    SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                                           ST. JAMES GROUP, INC.



Date:     January 31, 1996                                    By:  /s/ Jehu Hand
                                                                   -------------
                                                                   Jehu Hand,
                                                   President and Chief Financial
                                                Officer (chief financial officer
                                                 and accounting officer and duly
                                                            authorized officer)

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