SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 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.

              On October 15, 1996, St. James Group, Inc. (the "Regis-
trant") acquired Aqcess Technologies, Inc., a Delaware corporation
("AQ") pursuant to an Agreement and Plan of Reorganization (the
"Agreement"), dated as of October 15, 1996.

              The  Registrant  acquired all of the  outstanding  1,500 shares of
Common Stock of AQ, in exchange for 2,400,000 shares of the Registrant's  Common
Stock.

              Pursuant to the Agreement,  the Board of Directors and officers of
the Registrant resigned and were replaced with the persons set forth below.

              The names of the current  directors and executive  officers of the
Registrant and holders of more than 5% of the outstanding shares of common stock
and the  number of  shares  held and the  percentage  of the  total  issued  and
outstanding  Common Stock (the only voting  security) of the Registrant owned by
each of them are as follows.
<TABLE>
<CAPTION>

                                                                        Number                     Percentage
                                                                       of Shares                    of Shares
   Name                         Office                                   Owned                        Owned

<S>                           <C>                                        <C>                             <C>   
  Prichard                      and Director                             1,050,000                       37.1%

Lenny                         Chief Financial
 Vainberg                       Officer and
                                Director                                   750,000                       26.8%

Korhan                        Chief Technical
 Tekin                          Officer                                    200,000                        7.1%

John Groff                    Vice President,
                                Research and
                                Development                                200,000                        7.1%

All officers
  and directors
  as a group
  (4 persons)                                                            2,200,000                       77.9%


</TABLE>

Item 7.       Financial Statements, Pro Forma Financial Information
              and Exhibits.

              (a)(b)     The required financial statements and pro forma
financial information is unavailable as of the date hereof and will
be filed by the Registrant pursuant to the requirements of the

                                                        2

<PAGE>



Securities  Exchange Act and the rules and  regulations  promulgated  thereunder
within 60 days of the date of the event reported herein.

              (c)        Exhibits

                         2.      Plan of acquisition, reorganization, arrange-
                                 ment, liquidation or succession.

                                 2.1.     Agreement and Plan of Reorganization,
                                          dated October 15, 1996, between the
                                          Registrant and AQ.


                                                        3

<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:  May 13, 1997                                   ST. JAMES GROUP, INC.



                                                       By: /s/ Lenny Vainberg
                                                       Lenny Vainberg
                                                       Chief Financial Officer


                                                        4

<PAGE>
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SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 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.

              On October 15, 1996, St. James Group, Inc. (the "Regis-
trant") acquired Aqcess Technologies, Inc., a Delaware corporation
("AQ") pursuant to an Agreement and Plan of Reorganization (the
"Agreement"), dated as of October 15, 1996.

              The  Registrant  acquired all of the  outstanding  1,500 shares of
Common Stock of AQ, in exchange for 2,400,000 shares of the Registrant's  Common
Stock.

              Pursuant to the Agreement,  the Board of Directors and officers of
the Registrant resigned and were replaced with the persons set forth below.

              The names of the current  directors and executive  officers of the
Registrant and holders of more than 5% of the outstanding shares of common stock
and the  number of  shares  held and the  percentage  of the  total  issued  and
outstanding  Common Stock (the only voting  security) of the Registrant owned by
each of them are as follows.
Number                     Percentage
                                                                       of Shares                    of Shares
   Name                         Office                                   Owned                        Owned
Prichard                      and Director                             1,050,000                       37.1%

Lenny                         Chief Financial
 Vainberg                       Officer and
                                Director                                   750,000                       26.8%

Korhan                        Chief Technical
 Tekin                          Officer                                    200,000                        7.1%

John Groff                    Vice President,
                                Research and
                                Development                                200,000                        7.1%

All officers
  and directors
  as a group
  (4 persons)                                                            2,200,000                       77.9%
Item 7.       Financial Statements, Pro Forma Financial Information
              and Exhibits.

              (a)(b)     The required financial statements and pro forma
financial information is unavailable as of the date hereof and will
be filed by the Registrant pursuant to the requirements of the

                                                        2
Securities  Exchange Act and the rules and  regulations  promulgated  thereunder
within 60 days of the date of the event reported herein.

              (c)        Exhibits

                         2.      Plan of acquisition, reorganization, arrange-
                                 ment, liquidation or succession.

                                 2.1.     Agreement and Plan of Reorganization,
                                          dated October 15, 1996, between the
                                          Registrant and AQ.

                                                        3
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:  May 13, 1997                                   ST. JAMES GROUP, INC.

                                                       By: /s/ Lenny Vainberg
                                                       Lenny Vainberg
                                                       Chief Financial Officer

                                                        4