10-Q 1 stgeorge.txt QUARTERLY REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1O-QSB Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarter Ended April 30, 2001 Commission File Number 0-18616 ------------------------------------ ------------------------------ ST. GEORGE METALS, INC. ----------------------------------------------------- (Exact name of registrant as specified In its charter) Nevada 88-0227915 -------- ------------ (State or other jurisdiction of (I.R.S. Employer Identification Number) Incorporation or organization) 9020 Stony Point Parkway, Suite 145, Richmond, Virginia 23235 ------------------------------------------------------- ------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (804) 272-9020 -------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 X No --- --- As of April 30, 2001, the number of shares of Common Stock outstanding was 14,487,159. NOTE: The information presented in this Form 10-QSB is unaudited, but in the opinion of management reflects all adjustments (which include only normal recurring adjustments) necessary to fairly present such information. ST. GEORGE METALS, INC. FORM 10-QSB QUARTER ENDED APRIL 30, 2001 INDEX PAGE PART I - FINANCIAL INFORMATION ------------------------------ Interim Consolidated Balance Sheets................................... 3 Interim Consolidated Statement of Income and Deficit.................. 4 Interim Consolidated Statement of Cash Flows.......................... 5 Notes to the Interim Consolidated Financial Statements................ 6 Management's Discussion and Analysis of Financial Condition and Results of Operations............................................. 7 PART II - OTHER INFORMATION --------------------------- Items 1 - 6........................................................... 8-9 Signatures............................................................ 10 -2- ST. GEORGE METALS, INC. (A DEVELOPMENT STAGE COMPANY) INTERIM CONSOLIDATED BALANCE SHEETS AS OF APRIL 30, 2001 AND JANUARY 31, 2001 (Unaudited) (EXPRESSED IN THOUSANDS OF U.S. DOLLARS)

PREPARED BY MANAGEMENT -3- ST. GEORGE METALS, INC. (A DEVELOPMENT STAGE COMPANY) INTERIM CONSOLIDATED STATEMENT OF LOSS AND DEFICIT FOR THE THREE MONTHS ENDED APRIL 30, 2001 AND 2000 (Unaudited) (EXPRESSED IN THOUSANDS OF U.S. DOLLARS) THREE MONTHS ENDED APRIL 30, 2001 2000 --------- -------- ADMINISTRATION COSTS General and administrative $ 1 $ - Interest 253 242 --------- -------- TOTAL ADMINISTRATIVE COSTS 254 242 INTEREST INCOME 1 1 --------- -------- NET LOSS 253 241 DEFICIT BEGINNING OF PERIOD 23,914 22,955 --------- -------- DEFICIT END OF PERIOD 24,167 23,196 --------- -------- BASIC LOSS PER SHARE IN U.S. DOLLARS $ .02 $ .01 --------- -------- WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 14,487,159 14,487,159 PREPARED BY MANAGEMENT -4- ST. GEORGE METALS, INC. (A DEVELOPMENT STAGE COMPANY) INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED APRIL 30, 2001 AND 2000 (Unaudited) (EXPRESSED IN THOUSANDS OF U.S. DOLLARS)

PREPARED BY MANAGEMENT -5- ST. GEORGE METALS, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENT APRIL 30, 2001 (Unaudited) (EXPRESSED IN THOUSANDS OF U.S. DOLLARS) 1. ACCOUNTING POLICIES These interim consolidated financial statements have been prepared in accordance with accounting principles and practices that are generally accepted in the United States. The notes to the Company's (unaudited) consolidated financial statements as of January 31, 2001, substantially apply to the interim financial statements at April 30, 2001, and are not repeated here. 2. INTERIM ADJUSTMENTS The unaudited interim financial information reflects all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim period presented. These adjustments are of a normal recurring nature. 3. STATUS OF BUSINESS The Company is not engaged in any active business. There was no change during the quarter ending April 30, 2001, with respect to the Company's continued its efforts to reach an out-of-court accord with its trade creditors. See Item 5, Other Information, of Part II of this Form 10-QSB. PREPARED BY MANAGEMENT -6- Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations - Financial --------------------------------- Revenues. The Company had no revenues (other than interest income) during the quarter ended April 30, 2001, nor did it have any revenues during the comparable period in the preceding year. Costs and Expenses. During the quarter ended April 30, 2001, the Company had total administrative costs of $253,000 compared to $242,000 in the comparable period in the prior year. The increase in administrative costs was due to increased interest expense. Accrued interest was $253,000 during the period, compared to $242,000 during the quarter ended April 30, 2000. Interest Income. The Company had $1,000 interest income during the period, the same as during the comparable period in the preceding year. Net Loss. The Company had a net loss (after interest income of $1,000 for the quarter ended April 30, of $253,000 (or $.02 per share), compared to $241,000 (or $.01 per share) for the comparable period in the prior year. Analysis of Financial Condition ------------------------------- The Company had no material liquidity or capital resources at quarter ended April 30, 2001. At that date, the Company had current assets of $3,000 and current liabilities of $6.1 million. Current liabilities include $5.5 million of accrued interest payable which is in arrears. A substantial portion of the Company's current liabilities and other indebtedness is owed to related parties. The Company obtained no new financing during the three-month period ended April 30, 2001. The Company has substantially completed the process of satisfying its trade creditors and other operational expenses other than through a court supervised process. However, the Company has substantial indebtedness for borrowed monies which it is unable to satisfy. The Company does not presently expect to be in a position to make any payments on its Operations Advances (which are payable solely from net cash flow from the Company's now-terminated Dean Mine operations) or on its Gold Delivery Contracts and $4.3 million principal amount of term debt, both of which categories have been voluntarily subordinated by the holders to the payment of the Operations Advances. -7- PART II - OTHER INFORMATION --------------------------- Item 1. Legal proceedings. None Item 2. Changes in securities. (a) None (b) None Item 3. Defaults upon senior securities. Under the Company's Phase I and II Loan Commitments, non-payment of interest constitutes an event of default; however, a note holder must advise the Company in writing that he declares his debt to be in default. As previously reported, two note holders, one a former related party of the Company, advised the Company in January, 1994, that the Company was in default with respect to the Company's debt obligations to them. The Company advised such holders that it did not agree with their position. Item 4. Submission of matters to a vote of security holders. None Item 5. Other information. General. The Company's financial resources have been ------- substantially exhausted and management does not know of any significant additional financing available to the Company. The Company has no continuing on-going business operations at this time. The Company has been seeking, since early 1995, to satisfy its trade debt other than through a court supervised process, which would entail significant administrative expenses. The Company has been able to satisfy a substantial portion of its trade debt, but in light of its financial position, it is unlikely any payments will be made on its other indebtedness, which has been voluntary subordinated to the Company's trade creditors. SEC Reporting Obligations. Because of the Company's financial ------------------------- condition and its consequent difficulty paying the attendant legal and accounting expenses, its ability to continue to meet its reporting obligations under the Securities Exchange Act of 1934 remains questionable. The financial statements included with its Form 10-KSB for the year ended January 31, 2001, were not audited by an independent certified accountant, because the Company could not afford the cost of an audit. Inability to Pay Indebtedness. Management does not presently ------------------------------ anticipate that any of its outstanding obligations under its Operations Advances, Gold Delivery Contracts and term debt, a substantial portion of which outstanding obligations are held -8- by members of the Company's board of directors, can be satisfied. Accordingly, management does not believe, as a practical matter, that there is any remaining value to be ascribed to the Company's outstanding preferred stock or common stock. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits: None -------- (b) Reports on Form 8-K: None ------------------- -9- 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. St. George Metals. Inc. ----------------------------------------------------- (Registrant) June 7, 2001 By: /s/ C. B. Robertson, III --------------------------------------------------- C. B. Robertson, III - Chairman and Principal Executive Officer June 7, 2001 /s/ Harrison Nesbit, II ------------------------------------------------------ Harrison Nesbit, II - Treasurer and Chief Financial and Accounting Officer -10-

ST GEORGE METALS INC 10-Q