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, 1999 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)
125 NationsBank Plaza, 1111 E. Main St., Richmond, Virginia 23219
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (804) 644-3434
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, 1999, 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.
<PAGE>
ST. GEORGE METALS, INC.
FORM 10-QSB
QUARTER ENDED APRIL 30, 1999
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
<PAGE>
ST. GEORGE METALS, INC.
(A DEVELOPMENT STAGE COMPANY)
INTERIM CONSOLIDATED BALANCE SHEETS
AS OF APRIL 30, 1999 AND JANUARY 31, 1999
(EXPRESSED IN THOUSANDS OF U.S. DOLLARS)
<TABLE>
<CAPTION>
APRIL 30, JANUARY 31,
1999 1999
<S> <C>
ASSETS
CURRENT
Cash $ 5 $ 6
OTHER - Reclamation Deposit 81 80
------- -------
$ 86 $ 86
------ ------
LIABILITIES
CURRENT
Accounts payable $ 55 $ 52
Advances from shareholder 562 562
Accrued interest payable 3,570 3,371
Accrued mineral interests reclamation costs 90 90
------- -------
4,277 4,075
LONG TERM-DEBT
Other 1,888 1,888
Related parties 5,030 5,057
--------- ------
TOTAL LIABILITIES 11,195 11,020
------- -------
SHAREHOLDERS' DEFICIT
SHARE CAPITAL
Authorized
10,000,000 Preferred shares -
Par value $.01 per share
30,000,000 Common shares -
Par value $.01 per share
Issued and paid in capital
1,450 Series A Preferred shares 1,450 1,450
166,417 Series B Preferred shares 499 499
14,487,159 Common shares 9,285 9,285
Deficit accumulated during development stage (22,343) (22,168)
--------- ---------
(11,109) (10,934)
--------- ---------
TOTAL $ 86 $ 86
--------- ---------
</TABLE>
PREPARED BY MANAGEMENT
<PAGE>
ST. GEORGE METALS, INC.
(A DEVELOPMENT STAGE COMPANY)
INTERIM CONSOLIDATED STATEMENT OF LOSS AND DEFICIT
FOR THE THREE MONTHS ENDED APRIL 30, 1999 AND 1998
(EXPRESSED IN THOUSANDS OF U.S. DOLLARS)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED APR. 30
1999 1998
<S> <C>
REVENUE
Mineral interest costs recovery in excess of expenses $ - $ -
$
ADMINISTRATION COSTS
General and administrative 1 3
Interest 173 194
Professional fees 2 10
Reclamation and other costs - 164
------ -----
TOTAL ADMINISTRATIVE COSTS 176 371
INTEREST INCOME 1 1
------ -----
NET LOSS 175 370
DEFICIT BEGINNING OF PERIOD 22,168 21,328
------ ------
DEFICIT END OF PERIOD 22,343 20,698
------ ------
BASIC LOSS PER SHARE IN U.S. DOLLARS $ .01 $ .03
----- -----
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 14,487,159 14,487,159
</TABLE>
PREPARED BY MANAGEMENT
<PAGE>
ST. GEORGE METALS, INC.
(A DEVELOPMENT STAGE COMPANY)
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED APRIL 30, 1999 AND 1998
(EXPRESSED IN THOUSANDS OF U.S. DOLLARS)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED APRIL 30,
1999 1998
------- ------
<S> <C>
FUNDS PROVIDED (USED) BY OPERATING
ACTIVITIES
Net loss $ (175) $ (370)
CHANGES IN OTHER
WORKING CAPITAL ITEMS 201 368
------- -------
TOTAL 26 (2)
------- -------
FINANCING ACTIVITIES
Long-term debt (27)
-------- --------
NET INCREASE (DECREASE) IN CASH (1) (2)
CASH BALANCE BEGINNING OF PERIOD 6 4
------- -------
CASH BALANCE END OF PERIOD $ 5 $ 2
------ ------
</TABLE>
PREPARED BY MANAGEMENT
<PAGE>
ST. GEORGE METALS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENT
APRIL 30, 1999
(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, 1999, substantially
apply to the interim financial statements at April 30, 1999, 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, 1999, 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
<PAGE>
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations - Financial
Revenues. The Company had no revenues during the quarter ended April
30, 1999, nor did it have any revenues during the comparable period in the
preceding year.
Costs and Expenses. During the quarter ended April 30, 1999, the Company
had total administrative costs of $175,000 compared to $375,000 in the
comparable period in the prior year. The reduction in administrative costs was
primarily due to the fact that the Company had no reclamation costs during the
period, compared to reclamation costs of $164,000 during the comparable period
in the preceding year. Accrued interest was $173,000 during the period, compared
to $194,000 during the quarter ended April 30, 1998.
Net Loss. The Company had a net loss (after interest income of $1,000) for
the quarter ended April 30, of $175,000 (or $.01 per share), compared to
$370,000 (or $.03 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, 1999. At that date, the Company had current assets of $5,000 and
current liabilities of $4.3 million. Current liabilities include $3.6 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, 1999. The Company continues to seek to satisfy its trade creditors and other
operational expenses other than through a court supervised process. 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.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal proceedings.
(a) See Item 5 below.
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 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, 1999, were not audited by
an independent certified accountant, because the Company could not
afford the cost of an audit. The Company sought and obtained
administrative relief from the staff of the Securities and Exchange
Commission from the requirement that it obtain an audited financial
statement for its Form 10-KSB filing.
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 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.
Status of Properties. There was no change in the status of the
Company properties during the quarter ending April 30, 1999. On May
18, 1999, however, Cameco (U.S.) Inc. gave notice of its termination
of the Option Agreement dated February 21, 1996, under which it held
an option to purchase a portion of the Company's Draco/AMAX claims.
The portion of the Draco/AMAX property covered by this agreement
included 44 claim blocks. As previously reported, in August 1998,
the Company separately subleased an addition 63 claim blocks in the
Draco/AMAX property to Triband Resources U.S. Inc.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits: Exhibit 27 Financial Data Schedule, filed herewith.
(b) Reports on Form 8-K: None
<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.
St. George Metals. Inc.
---------------------------------
(Registrant)
June 11, 1999 By: /s/ C. B. Robertson, III
-------------------------------------
C.B. Robertson, III - Chairman and Principal
Executive Officer
June 11, 1999 /s/ Harrison Nesbit, II
----------------------------------------
Harrison Nesbit,II - Treasurer and Chief Financial
and Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM UNAUDITED
FINANCIAL STATEMENTS OF ST. GEORGE METALS, INC.(A DEVELOPMENT STAGE COMPANY)
INCLUDED IN ITS FORM 10-Q FOR THE QUARTER ENDED APRIL 30, 1999
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-31-1999
<PERIOD-END> APR-30-1999
<CASH> 5
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 86
<CURRENT-LIABILITIES> 4277
<BONDS> 6918
0
1949
<COMMON> 9285
<OTHER-SE> (22,343)
<TOTAL-LIABILITY-AND-EQUITY> (11,109)
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 176
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 173
<INCOME-PRETAX> (175)
<INCOME-TAX> 0
<INCOME-CONTINUING> (175)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (175)
<EPS-BASIC> (.01)
<EPS-DILUTED> (.01)
</TABLE>
