Saint James (STJC) 10-Q/A 2007 Q3 Quarterly report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB/A

(Mark One)

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

OF 1934

For the quarterly period ended September 30, 2007

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ________________ to _______________

0-13738

(Commission file number)

THE SAINT JAMES COMPANY

(Exact name of small business issuer as specified in its charter)

NORTH CAROLINA	56-1426581
(State or Other Jurisdiction	(IRS Employer
of Incorporation or Organization)	Identification No.)

Broadway Plaza, 520 Broadway, Suite 350, Santa Monica, California 90401

(Address of Principal Executive Offices)

(310) 739-5696

(Issuer's Telephone Number, Including Area Code)

(Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report)

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 o No x

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o

State the number of shares outstanding of each of the issue's classes of common equity, as of the latest practicable date: As of November 17, 2008, the Company had 11,999,057 shares of common stock issued and outstanding.

Transitional Small Business Disclosure Format (check one): Yes o No x

THE SAINT JAMES COMPANY

Index

		Page
		Number
PART I.	FINANCIAL INFORMATION	1
Item 1.	Financial Statements	1
	Balance Sheet as of September 30, 2007 (unaudited)	F-1
	Statements of Operations for the three and nine months ended	F-2
	September 30, 2007 and 2006 and the period from January 1, 1999
	to September 30, 2007 (unaudited)
	Statement of Stockholders' (Deficit) Equity for the period	F-3
	from January 1, 1999 to September 30, 2007 (unaudited)
	Statements of Cash Flows for the nine months ended September 30, 2007	F-4
	and 2006 and the period from January 1, 1999
	to September 30, 2007 (unaudited)
	Notes to Financial Statements (unaudited)	F-5
Item 2.	Management's Discussion and Analysis or Plan of Operations	2
Item 3.	Controls and Procedures	3
PART II.	OTHER INFORMATION	3
Item 1.	Legal Proceedings	3
Item 2.	Unregistered Sales of Equity and Use of Proceeds	3
Item 3.	Defaults Upon Senior Securities	4
Item 4.	Submission of Matters to a Vote of Security Holders	4
Item 5.	Other Information	4
Item 6.	Exhibits	4
SIGNATURES		5

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

1

The Saint James Company

(A Development Stage Company)

Balance Sheet

	September 30,
	2007
	(unaudited)
Assets
Cash and cash equivalents		-
Other assets		50,000
Total assets	$	50,000
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	13,213
Total current liabilities		13,213
Commitment and contingencies		-
Stockholders' equity
Common stock, $0.001 par value; 50,000,000 shares authorized; 11,999,057 issued and outstanding		11,999
Additional paid-in capital		3,650,579
Deficit accumulated during development stage		(3,625,791	)
Total stockholders' equity		36,787
Total liabilities and stockholders' deficit	$	50,000

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

F-1

The Saint James Company

(A Development Stage Company)

Statements of Operations

													Development
													Stage - January 1,
	Three Months Ended						Nine Months Ended						1999 to
	September 30,			September 30,			September 30,			September 30,			September 30,
	2007			2006			2007			2006			2007
	(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)
Sales	$	-		$	-		$	-		$	-		$	-
Cost of Sales		-			-			-			-			-
Gross profit		-			-			-			-			-
Operating expenses
Research and development		-			-			-			-			-
General and administrative		-			-			-			-			177,220
Total operating expenses		-			-			-			-			177,220
Loss from operation		-			-			-			-			(177,220	)
Other income (expense)
Other income		28,582			-			28,582			-			37,067
Interest expense		(171	)		(171	)		(512	)		(512	)		(5,407	)
Total other income (expense)		28,411			(171	)		28,070			(512	)		31,660
Income before taxes		28,411			(171	)		28,070			(512	)		(145,560	)
Provision for taxes		-			-			-			-			-
Net income (loss)	$	28,411		$	(171	)	$	28,070		$	(512	)	$	(145,560	)
Earnings (loss) per shares - basic and diluted	$	*		$	*		$	*		$	*		$	(0.04	)
Weighted average shares outstanding		11,999,057			11,999,057			11,999,057			11,999,057			3,811,205

* Less than $(0.01) per share.

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

F-2

The Saint James Company

(A Development Stage Company)

Statement of Stockholders' (Deficit) Equity

September 30, 2007

(unaudited)

							Deficit
							Accumulated
					Additional		During
	Common Stock				Paid-in		Development
	Shares		Amount		Capital		Stage			Total
Balance, December 31, 1998		999,057	$	999	$	3,460,568	$	(3,480,232	)	$	(18,665	)
Net loss		-		-		-		(6,115	)		(6,115	)
Balance, December 31, 1999		999,057		999		3,460,568		(3,486,347	)		(24,780	)
Net loss		-		-		-		(22,670	)		(22,670	)
Balance, December 31, 2000		999,057		999		3,460,568		(3,509,017	)		(47,450	)
Net loss		-		-		-		(4,382	)		(4,382	)
Balance, December 31, 2001		999,057		999		3,460,568		(3,513,399	)		(51,832	)
Net loss		-		-		-		(4,314	)		(4,314	)
Balance, December 31, 2002		999,057		999		3,460,568		(3,517,713	)		(56,146	)
Capital contribution from Funet		-		-		27,239		-			27,239
Net loss		-		-		-		(54,644	)		(54,644	)
Balance, December 31, 2003		999,057		999		3,487,807		(3,572,357	)		(83,551	)
Capital contribution from Funet		-		-		10,769		-			10,769
Net loss		-		-		-		(47,640	)		(47,640	)
Balance, December 31, 2004		999,057		999		3,498,576		(3,619,997	)		(120,422	)
Issuance of common stock for purchased assets		5,000,000		5,000		45,000		-			50,000
Issuance of common stock for purchased services		6,000,000		6,000		54,000		-			60,000
Net loss		-		-		-		(33,182	)		(33,182	)
Balance, December 31, 2005		11,999,057		11,999		3,597,576		(3,653,179	)		(43,604	)
Net loss		-		-		-		(682	)		(682	)
Balance, December 31, 2006		11,999,057		11,999		3,597,576		(3,653,861	)		(44,286	)
Forgiveness of Officer Debt		-		-		53,003		-			53,003
Net Income		-		-		-		28,070			28,070
Balance, September 30, 2007		11,999,057	$	11,999	$	3,650,579	$	(3,625,791	)	$	36,787

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

F-3

The Saint James Company

(A Development Stage Company)

Statements of Cash Flows

							Development
							Stage��- January 1,
	Nine Months Ended						1999 to
	September 30,			September 30,			September 30,
	2007			2006			2007
	(unaudited)			(unaudited)			(unaudited)
Cash flows from operating activities
Net income (loss)	$	28,070		$	(512	)	$	(145,560	)
Adjustments to reconcile net loss to net cash used by operating activities:
Common stock issued for services		-			-			60,000
Gain on settlement of judgment		(28,582	)		-			(37,067	)
Changes in operating assets and liabilities
Increase in accounts payable		-			-			25,617
Increase in accrued interest		512			512			5,285
Net cash used in operating activities		-			-			(91,725	)
Cash flows from financing activities
Advances from related parties		-			-			53,003
Capital contribution from Funet		-			-			38,008
Net cash provided by financing activities		-			-			91,011
Net decrease in cash		-			-			(714	)
Cash at beginning of period		-			-			714
Cash at end of period	$	-		$	-		$	-
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of 6,000,000 shares for accounts payable valued at $60,000	$	-		$	-		$	60,000
Issuance of 5,000,000 shares for artwork valued at $50,000	$	-		$	-		$	50,000

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

F-4

THE SAINT JAMES COMPANY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2007

(Unaudited)

NOTE 1 - ORGANIZATION AND LINE OF BUSINESS

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 (the "Company"). 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.

The Company currently owns a collection of Sericells artwork known as the Ninja Turtle Animation Collection. The Company is currently exploring marketing and sales opportunities in connection with the artwork.

NOTE 2 - BASIS OF PRESENTATION, MANAGEMENT'S PLAN AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

Interim Presentation

The unaudited consolidated financial statements have been prepared by The Saint James Company (the "Company"), pursuant to the rules and regulations of the Securities and Exchange Commission. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the audited financial statements and footnotes for the year ended December 31, 2006 included in the Company's Annual Report on Form 10-KSB. The results of the nine months ended September 30, 2007 are not necessarily indicative of the results to be expected for the full year ending December 31, 2006.

Development Stage Company

The Company has not earned any significant revenues from its limited operations. Accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth is Financial Accounting Standards Board Statement No. 7 ("FASB 7"). Among the disclosures required by FASB 7 are that the Company's financial statements be identified as those of a development stage company, and that the statements of operation, stockholders' equity (deficit) and cash flows disclose activity since the date of the Company's inception.

F-5

Going Concern and Management's Plan

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.

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

Significant Accounting Policies

USES 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.

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.

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.

F-6

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

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 2006, the 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.

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.

F-7

NOTE 3 - RELATED PARTY TRANSACTIONS

As of June 30, 2003, 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. During the nine months ended September 30, 2007, the related parties released the Company of the liability in the amount of $53,003. The Company recorded a gain in connection with this release of this liability.

NOTE 4 - ARTWORK

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

NOTE 5 - RELEASE FROM LIABILITIES

During the nine months ended September 30, 2007, the Company was released from the following liabilities:

Accounts payable	$	12,403
Accrued judgments		5,894
Accrued interest		10,285
Total released	$	28,582

The amount of $28,852 is shown as a gain on settlement during the three and nine months ended September 30, 2007.

NOTE 6 – OFFICER CONTRIBUTION

As of December 31, 2006, 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. In September 2007, these amounts were contributed to the Company as additional capital.

F-8

ITEM 2. Management's Discussion and Analysis or Plan of Operations

The following discussion and analysis should be read in conjunction with the our financial statements and related footnotes for the years ended December 31, 2006 and 2005 included in our Annual Report on Form 10-KSB. The discussion of results, causes and trends should not be construed to imply any conclusion that such results or trends will necessarily continue in the future. This discussion contains forward-looking statements that involve risks and uncertainties.

During the year ended December 31, 2006, we acquired The St. James Company Ninja Turtles Animation collection (also referred to as "Dino Cells"), which consisted of a number of production cells, pencil drawings, hand painted backgrounds and hand-painted pan backgrounds.

Currently, management does not anticipate any circumstances in which we will produce revenues or acquire assets. Management is seeking a potential merger candidate or purchaser for us to minimize the shareholders' loss.

RESULTS OF OPERATIONS

For the three months ended September 30, 2007 compared to the three months ended September 30, 2006

During the three months ended September 30, 2007 and 2006, we did not incur any general and administrative expenses. We have had no operations, due to a lack of funding.

During the three months ended September 30, 2007, the Company incurred a net income of $28,411 compared to a net loss of $171 for the three months ended September 30, 2006. The net income we recognized was the result of a gain of $81,585 recognized as the result of the release of debt as discussed below.

For the nine months ended September 30, 2007 compared to the nine months ended September 30, 2006

During the nine months ended September 30, 2007 and 2006, we did not incur any general and administrative expenses. We have had no operations, due to a lack of funding.

During the nine months ended September 30, 2007, the Company recognized a net income of $28,070 compared to a net loss of $512 for the nine months ended September 30, 2006. The net income was a result of a gain of $28,582 recognized on the release of debt consisting of accounts payable of $12,403, an accrued judgment of $5,894 and accrued interest of $10,285.

FINANCIAL CONDITION AND LIQUIDITY

At September 30, 2007, the Company had no cash or cash equivalents. At September 30, 2007, the Company had total assets of $50,000, consisting of the art work acquired in December 2005. At September 30, 2007, the Company had liabilities of $13,213, all current. During the nine months ended September 30, 2007, the Company did not use or receive funds through either its investing or financing activities.

2

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.

CAPITAL RESOURCES

We had no capital resources at September 30, 2007.

ITEM 3. 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.

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.

There has been no change in our internal controls over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 2. UNREGISTERED SALES OF EQUITY AND USE OF PROCEEDS

None.

3

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

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

Exhibit 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act

Exhibit 32.1 Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act

4

SIGNATURES

In accordance with the requirements 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

November 18, 2008	By:	/s/ Wayne Gronquist
		Wayne Gronquist, President