SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   FORM 8-K/A

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)  October 15, 1996


                              ST. JAMES GROUP, INC.
             (Exact name of registrant as specified in its charter)


                                    Delaware
                 (State or other jurisdiction of incorporation)


         0-24376                                                 33-0612125
(Commission File Number)                      (IRS Employer Identification No.)


1500 Quail Street, Suite 550, Newport Beach, California                92660
(Address of principal executive offices)                       (Zip Code)


Registrant's telephone number, including area code:  (714) 660-1500



<PAGE>



Item 1.       Change in Control of Registrant.
Item 2.       Acquisition or Disposition of Assets.

              By current  report dated October 15, 1996,  St. James Group,  Inc.
(the "Registrant") has entered into an agreement to acquire Aqcess Technologies,
Inc.,  a  Delaware  corporation  ("AQ")  pursuant  to an  Agreement  and Plan of
Reorganization   (the   "Agreement"),   dated  as  of  October  15,  1996.  This
transaction never closed.



                                                        2

<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.

Dated:  February 18, 1999                              ST. JAMES GROUP, INC.



                                                       By: /s/ Jehu Hand
                                                       Jehu Hand
                                                       President


                                                        3

<PAGE>
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{"company-data": {"conformed-name": "ST JAMES GROUP INC", "cik": "0000925664", "assigned-sic": "6770", "irs-number": "330612125", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-24376", "film-number": "99573976"}, "business-address": {"street1": "1500 QUAIL ST", "street2": "STE 550", "city": "NEWPORT BEACH", "state": "CA", "zip": "92660", "phone": "7146601500"}, "mail-address": {"street1": "24901 DANA POINT HARBOR DR", "street2": "STE 200", "city": "DANA POINT", "state": "CA", "zip": "92629"}}
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 8-K/A

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  October 15, 1996

                              ST. JAMES GROUP, INC.
             (Exact name of registrant as specified in its charter)

                                    Delaware
                 (State or other jurisdiction of incorporation)

         0-24376                                                 33-0612125
(Commission File Number)                      (IRS Employer Identification No.)

1500 Quail Street, Suite 550, Newport Beach, California                92660
(Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code:  (714) 660-1500
Item 1.       Change in Control of Registrant.
Item 2.       Acquisition or Disposition of Assets.

              By current  report dated October 15, 1996,  St. James Group,  Inc.
(the "Registrant") has entered into an agreement to acquire Aqcess Technologies,
Inc.,  a  Delaware  corporation  ("AQ")  pursuant  to an  Agreement  and Plan of
Reorganization   (the   "Agreement"),   dated  as  of  October  15,  1996.  This
transaction never closed.

                                                        2
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.

Dated:  February 18, 1999                              ST. JAMES GROUP, INC.

                                                       By: /s/ Jehu Hand
                                                       Jehu Hand
                                                       President

                                                        3