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 October 31, 2000 Commission File Number 0-18616
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ST. GEORGE METALS, INC.
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(Exact name of registrant as specified In its charter)
Nevada 88-0227915
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or organization)
125 Bank of America Plaza, 1111 E. Main St., Richmond, Virginia 23219
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (804) 644-3434
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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
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As of October 31, 2000, 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.
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ST. GEORGE METALS, INC.
FORM 10-QSB
QUARTER ENDED OCTOBER 31, 2000
INDEX
PAGE
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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
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<TABLE>
ST. GEORGE METALS, INC.
(A DEVELOPMENT STAGE COMPANY)
INTERIM CONSOLIDATED BALANCE SHEETS
AS OF OCTOBER 31, 2000 AND JANUARY 31, 2000
(EXPRESSED IN THOUSANDS OF U.S. DOLLARS)
<CAPTION>
OCTOBER 31, JANUARY 31,
2000 2000
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ASSETS
<S> <C> <C>
CURRENT
Cash $ 3 $ 6
OTHER - Reclamation deposit 78 78
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$ 81 $ 84
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LIABILITIES
CURRENT
Accounts payable $ $
Advances from shareholders 527 552
Accrued interest payable 4,982 4,218
Accrued mineral interests reclamation costs 90 90
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5,599 4,860
LONG TERM-DEBT
Other 1,888 1,888
Related parties 5,030 5,057
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TOTAL LIABILITIES 12,517 11,805
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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 (23,670) (22,955)
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(12,436) (11,721)
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TOTAL $ 81 $ 84
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</TABLE>
PREPARED BY MANAGEMENT
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<TABLE>
ST. GEORGE METALS, INC.
(A DEVELOPMENT STAGE COMPANY)
INTERIM CONSOLIDATED STATEMENT OF INCOME AND DEFICIT
FOR THE THREE MONTHS AND NINE MONTHS ENDED OCTOBER 31, 2000 AND 1999
(EXPRESSED IN THOUSANDS OF U.S. DOLLARS)
<CAPTION>
THREE MONTHS NINE MONTHS
ENDED OCT. 31 ENDED OCT. 31
2000 1999 2000 1999
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<S> <C> <C> <C> <C>
REVENUE
Option fees 25 - 25 15
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ADMINISTRATION COSTS
General and administrative 3 6 4 7
Interest 238 279 738 603
Reclamation and other costs (24) - (42)
Professional fees 1 7 1 9
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TOTAL ADMINISTRATIVE COSTS 242 268 743 577
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NET LOSS BEFORE
INTEREST INCOME 217 268 718 562
INTEREST INCOME 1 1 3 3
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NET LOSS 216 267 715 559
DEFICIT BEGINNING OF PERIOD 23,454 22,460 22,955 22,168
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DEFICIT END OF PERIOD 23,670 22,727 23,670 22,727
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BASIC LOSS PER SHARE
IN U.S. DOLLARS $ .01 $ .02 $ .04 $ .04
--------- ------- --------- --------
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 14,487,159 14,487,159 14,487,159 14,487,159
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</TABLE>
PREPARED BY MANAGEMENT
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<PAGE>
<TABLE>
ST. GEORGE METALS, INC.
(A DEVELOPMENT STAGE COMPANY)
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED OCTOBER 31, 2000 AND 1999
(EXPRESSED IN THOUSANDS OF U.S. DOLLARS)
<CAPTION>
NINE MONTHS
ENDED OCTOBER 31,
2000 1999
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<S> <C> <C>
FUNDS PROVIDED (USED) BY OPERATING
ACTIVITIES
Net loss recovery $ (715) $ (559)
CHANGES IN OTHER
WORKING CAPITAL ITEMS 739 572
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TOTAL 24 13
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FINANCING ACTIVITIES
Long-term debt (27) (14)
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NET INCREASE (DECREASE) IN CASH (3) (1)
CASH BALANCE BEGINNING OF PERIOD 6 6
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CASH BALANCE END OF PERIOD $ 3 $ 5
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</TABLE>
PREPARED BY MANAGEMENT
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<PAGE>
ST. GEORGE METALS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2000
(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, 2000, substantially
apply to the interim financial statements at October 31, 2000, 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 October 31, 2000, with respect to the
Company's continuing 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
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<PAGE>
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations - Financial
---------------------------------
Revenues. The Company had revenues of $25,000 during the quarter ended
October 31, 2000, compared to no revenues during the comparable quarter in
fiscal 2000. For the nine months ended October 31, 2000, the Company had
revenues of $25,000 compared to $15,000 during the nine months ended October 31,
1999. The revenue in the current quarter was attributable to the annual renewal
fee on a previously reported sublease to Triband Resources U.S. Inc. of the
Company's remaining 63 claim blocks in the AMAX/Draco property and its leasehold
interest in the Whiskey Canyon and Red Cap properties, all as described in the
Company's Form 10-KSB for the year ended January 31, 2000.
Costs and Expenses. During the quarter ended October 31, 2000, the
Company had total administrative costs of $242,000 compared to $268,000 in the
comparable period in the prior year. The Company had a recovery on reclamation
costs during the prior period of $24,000. Administrative costs consisted
primarily of accrued interest, which was $238,000 during the current period,
compared to $279,000 during the quarter ended October 31, 1999. For the nine
months ended October 31, 2000, total administrative costs were $743,000 compared
to $577,000 in the comparable period ended October 31, 1999. The increase was
attributable to higher interest costs ($738,000 for the current period versus
$603,000 for the comparable nine month period in the prior period) and a
recovery of reclamation costs in the nine months ended October 31, 1999 of
$42,000. There was no recovery of reclamation costs in the nine months ended
October 31, 2000.
Interest Income. The Company had interest income during the period of
$1,000, compared to $1,000 during the comparable period in the preceding year.
Net Loss. The Company had a net loss for the quarter ended October 31,
2000, of $216,000 (or $.01 per share), compared to $267,000 (or $.02 per share)
for the comparable period in the prior year. For the nine months ended October
31, 2000, the Company had a net loss of $715,000 ($.04 per share) compared to
$559,000 ($.04 per share) in the nine months ended October 31, 1999.
Analysis of Financial Condition
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The Company had no material liquidity or capital resources at
quarter ended October 31, 2000. At that date, the Company had current assets of
$3,000 and current liabilities of $5.6 million. Current liabilities include $5.0
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 October 31, 2000. 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.
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<PAGE>
PART II - OTHER INFORMATION
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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
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, 2000, 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
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<PAGE>
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's properties during the quarter ended October 31,
2000, except that Triband Resources U.S. Inc. renewed for one
year its previously disclosed sublease of the Company's
AMAX/Draco, Whiskey Canyon and Red Cap claims, under the lease
agreement described in the Company's Form 10-KSB for the year
ended January 31, 2000.
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
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<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.
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(Registrant)
December 8, 2000 By: /s/ C. B. Robertson, III
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C. B. Robertson, III - Chairman and Principal
Executive Officer
December 8, 2000 /s/ Harrison Nesbit, II
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Harrison Nesbit, II - Treasurer and Chief
Financial and
Accounting Officer
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