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

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

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating overall financial statement presentation.  We
believe that our audit provides a reasonable basis for our opinion.

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


/s/  Barry L. Friedman
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     Barry L. Friedman
     Las Vega, Nevada
     July 19, 1999