-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F9pwA5AhjyRYH2j8Ev//mzj6JFYXk0gG+nD6jY7Sp42LDMYUKTGk4NEcLOQijLdt xzhHBpNzOmeVITocPPTTdA== 0001127264-01-500062.txt : 20010912 0001127264-01-500062.hdr.sgml : 20010912 ACCESSION NUMBER: 0001127264-01-500062 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010731 FILED AS OF DATE: 20010911 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ST GEORGE METALS INC CENTRAL INDEX KEY: 0000848626 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 880227915 STATE OF INCORPORATION: NV FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-18616 FILM NUMBER: 1735318 BUSINESS ADDRESS: STREET 1: 125 NATIONSBANK CENTER CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 7139774471 MAIL ADDRESS: STREET 1: 125 NATIONSBANK PLAZA CITY: RICHMOND STATE: VA ZIP: 23219 10QSB 1 stgeo_10q.txt 2ND QUARTER 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 July 31, 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 July 31, 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 JULY 31, 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 JULY 31, 2001 AND JANUARY 31, 2001 (EXPRESSED IN THOUSANDS OF U.S. DOLLARS)
JULY 31, JANUARY 31, 2001 2001 ----------- ----------- ASSETS CURRENT Cash $ 2 $ 3 OTHER - Reclamation Deposit 78 78 ----------- ----------- $ 80 $ 81 ---------- ---------- LIABILITIES CURRENT Advances from shareholder 529 527 Accrued interest payable 5,765 5,253 Accrued mineral interests reclamation costs 90 90 ----------- ----------- 6,384 5,870 LONG TERM-DEBT Other 1,888 1,888 Related parties 5,003 5,003 ----------- ----------- TOTAL LIABILITIES 13,275 12,761 ----------- ----------- 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 (24,429) (23,914) ----------- ----------- (13,195) (12,680) ----------- ----------- TOTAL $ 80 $ 81 ----------- -----------
PREPARED BY MANAGEMENT -3- ST. GEORGE METALS, INC. (A DEVELOPMENT STAGE COMPANY) INTERIM CONSOLIDATED STATEMENT OF LOSS AND DEFICIT FOR THE THREE MONTHS AND SIX MONTHS ENDED JULY 31, 2001 AND 2000 (EXPRESSED IN THOUSANDS OF U.S. DOLLARS)
THREE MONTHS SIX MONTHS ENDED JULY 31 ENDED JULY 31 2001 2000 2001 2000 ----------- --------- --------- -------- REVENUE Income $ - $ - $ - $ - ----------- --------- --------- -------- ADMINISTRATION COSTS General and administrative 2 1 3 1 Interest 259 258 512 500 Professional fees 1 - 1 - ----------- --------- --------- -------- TOTAL ADMINISTRATIVE COSTS 262 259 516 501 ----------- --------- --------- -------- NET LOSS BEFORE INTEREST INCOME 262 259 516 501 INTEREST INCOME - 1 1 2 ----------- --------- --------- -------- NET LOSS 262 258 515 499 DEFICIT BEGINNING OF PERIOD 24,167 23,196 23,914 22,955 DEFICIT END OF PERIOD $ 24,429 $ 23,454 $ 24,429 $ 23,454 ----------- --------- --------- -------- BASIC LOSS PER SHARE IN U.S. DOLLARS $ .02 $ .02 $ .03 $ .03 WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 14,487,159 14,487,159 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 JULY 31, 2001 AND 2000 (EXPRESSED IN THOUSANDS OF U.S. DOLLARS) THREE MONTHS ENDED JULY 31, 2001 2000 ----------- ----------- FUNDS PROVIDED (USED) BY OPERATING ACTIVITIES Net loss $ (515) $ (499) CHANGES IN OTHER WORKING CAPITAL ITEMS 514 500 ----------- ----------- NET INCREASE (DECREASE) IN CASH (1) 1 CASH BALANCE BEGINNING OF PERIOD 3 6 ----------- ----------- CASH BALANCE END OF PERIOD $ 2 $ 7 ----------- ----------- PREPARED BY MANAGEMENT -5- ST. GEORGE METALS, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENT JULY 31, 2001 (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 July 31, 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 July 31, 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 during the quarter ended July 31, 2001. It had no revenues during the comparable period in the preceding year. Costs and Expenses. During the quarter ended July 31, 2001, the Company had total administrative costs of $262,000 compared to $259,000 in the comparable period in the prior year. The increase in administrative costs was due to a $1,000 increase in interest costs, a $1,000 increase in administrative costs, and a $1,000 charge for professional fees. Accrued interest was $259,000 during the period, compared to $258,000 during the quarter ended July 31, 2000. Interest Income. The Company had no interest income during the period, compared to interest income of $1,000 in the comparable prior period. Net Loss. The Company had a net loss for the quarter ended July 31, 2001, of $262,000 (or $.02 per share), compared to $258,000 (or $.02 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 July 31, 2001. At that date, the Company had current assets of $80,000 and current liabilities of $6.4 million. Current liabilities include $5.8 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 July 31, 2001. The Company has paid or otherwise resolved virtually all of its trade debt, but continues to seek to satisfy its remaining 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 $6.9 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. (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 voluntarily 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 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. -8- 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) September 10, 2001 By: /s/ C. B. Robertson, III ---------------------------------------------- C. B. Robertson, III - Chairman and Principal Executive Officer September 10, 2001 /s/ Harrison Nesbit, II ------------------------------------------------- Harrison Nesbit, II - Treasurer and Chief Financial and Accounting Officer -10- -----END PRIVACY-ENHANCED MESSAGE-----