10QSB 1 sggm10q111302.txt SGGM 10-QSB 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, 2002 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 Incorporation or organization) Identification Number) 1800 N. Beauregard Street, Suite 150, Alexandria, Virginia 22311 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (703) 578-1802 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 October 31, 2002, the number of shares of Common Stock outstanding was 14,487,159. ST. GEORGE METALS, INC. FORM 10-QSB QUARTER ENDED OCTOBER 31, 2002 INDEX PART I - FINANCIAL INFORMATION - Omitted pursuant to Rule 13a-13(c)(2 under the Securities Exchange Act of 1934 PART II - OTHER INFORMATION Items 1 -6............................... 2-3 Signatures............................... 4 PART II - OTHER INFORMATION Item 1. Legal proceedings. (a) 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, and no further actions have been taken by such noteholders. Item 4. Submission of matters to a vote of security holders. None 2 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, 2002, 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. Status of Properties. The status of the Company's mineral properties has not changed from the description contained in Item 2 of the Company's Form 10-KSB for the fiscal year ended January 31, 2002. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits: None (b) Reports on Form 8-K: None 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. St. George Metals. Inc. (Registrant) November 6, 2002 By: /s/Joseph J. Meuse ----------------------- Joseph J. Meuse - Chairman and Principal