INDEPENDENT AUDITORS' REPORT

To Board of Directors                                           December 1, 1999
And Stockholders of
The Saint James Company

         I have  audited  the  Balance  Sheets of The Saint  James  Company,  (A
Development Stage Company), as of September 30, 1999, December 31, 1998, and the
related Statements of Stockholders'  Equity for September 30, 1999, and December
31, 1998, and Statements of Operations and Cash Flows for the three months ended
September 30, 1999, and September 31, 1998, and the two years ended December 31,
1998,  and December 31, 1997,  and the period  January 7, 1993  (inception),  to
September 30, 1999.  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),  as of September 30, 1999, and December
31, 1998, and the related  statements of Stockholders'  Equity for September 30,
1999, and December 31, 1998, and the related statements of Stockholders'  Equity
for  September  30, 1999,  and  September  30,  1998,  for the nine months ended
September 30, 1999, and September 30, 1998, and the two years ended December 31,
1998,  and December 31, 1997,  and the period  January 7, 1993  (inception),  to
September 30, 1999, 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