SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                         ------------------------------

                                   FORM 10-KSB

(Mark One)
[ X ]              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended January 31, 2002

                                       OR

[   ]             TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                         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)

                       9020 Stony Point Parkway, Suite 145
                            Richmond, Virginia 23235
                    (Address of principal executive offices)

           Securities registered pursuant to Section 12(g) of the Act:
              St. George Metals, Inc. Common Stock, $.01 par value

       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

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [ ]

         As of March 31,  2002,  14,487,159  shares of the  registrant's  Common
Stock were  outstanding.  The aggregate market value of the registrant's  Common
Stock  held by  non-affiliates  was less than  $25,000  based on the sale  price
($0.002 per share) on April 3, 2002, the last reported trade date.


<PAGE>
                                     PART I
Item 1.   Business

Significant Developments During Year Ended January 31, 2002
         During the year ended  January  31,  2002,  the  Company  engaged in no
significant business activities.

         At the  present  time,  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
activities at this time other than holding its remaining  properties (see Item 2
below). The Company has no meaningful  available financial  resources,  and only
minimal personnel  resources.  The Company has liquidated  substantially all its
assets and paid off its trade  creditors in a  continuing  effort to wind up its
business  other than  through a court  supervised  process,  which would  entail
significant  administrative  expenses. The Company has paid substantially all of
its trade debt (other than to related  parties)  and it is unlikely any payments
will be made on its other indebtedness,  which has been voluntarily subordinated
to the Company's trade creditors.

         Because  of  the  Company's  financial  condition  and  the  consequent
difficulty of paying the attendant legal and accounting expenses, its ability to
continue to meet its reporting  obligations under the Securities Exchange Act of
1934 has been and remains doubtful.  Accordingly, the Company may not be able to
continue filing periodic reports with the Securities and Exchange Commission. As
has been the case since 1997, the financial  statements  included with this Form
10-KSB are not  audited  because  the  Company  was and is not able to incur the
expense of an audit.

         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.  Correspondingly,
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.

         As previously  reported,  the Company  posted a $220,000 cash bond with
the Nevada Division of Environmental  Protection  (NDEP) in fiscal 1996 to cover
reclamation  costs  associated  with the Company's  former Dean Mine.  Following
discussions  with  and  review  of  plans  by  NDEP,  the  Company  commissioned
reclamation work during calendar year 1997. Principal items included closure and
sealing of adits (mine openings), road regrading,  waste dump reclamation,  heap
leach pad  regrading and related  matters.  As work was certified by NDEP during
the years  ended  January  31,  1998,  1999 and 2000,  NDEP  authorized  partial
releases  from the cash bond to pay for work  performed.  At January  31,  2002,
$78,000  remained  available  under the cash bond.  In prior years,  in order to
permit the  Company  to pay its  independent  contractor  for  reclamation  work
completed  but not funded  under its cash bond,  a  shareholder  of the  Company
advanced  funds to the  contractor.  These  advances  have been  recorded on the
Company's  books as  shareholder  advances,  which  will be  repaid  as  further
releases  from the cash bond are  authorized.  At January 31, 2002,  shareholder
advances totaled $540,000,  an increase of $13,000 from the $527,000 outstanding
at January 31, 2001.

Other Matters

         Until  1995,   the  Company  had  been  engaged  in  the   acquisition,
exploration and, if warranted,  development of natural resource  properties.  At
the present time,  the Company has ceased all active  operations,  and is in the
process  of winding up its  business.  The  Company  had or has an  interest  in
various  properties located primarily in the Battle Mountain and Carlin areas of
central Nevada,  which  properties  were acquired in the expectation  they could
have economic potential for gold and silver mineralization (ore deposits). There
can be no assurance any of its remaining properties have a commercially mineable
ore body  unless and until  further  exploration  and  feasibility  studies  are
concluded.  For a  number  of  years,  the only  active  operations  were  those
undertaken at the Company's Dean Mine site. This property and other  information
concerning  properties  still held by the  Company  are  described  in "Item 2 -
Properties" below.

         While it was engaged in active exploration and development  operations,
the  Company  relied  almost   exclusively  upon  independent   contractors  and
consultants to provide  equipment,  geological,  technical and  professional and
other administrative  services. With the cessation of active business operations


                                      -2-
<PAGE>

the  Company  has   terminated   all  employees  and  most  of  its   consultant
relationships.  During the fiscal years ended January 31, 1997 through 2002, the
Company had no employees.

Item 2.   Properties
--------------------

         Mining  Properties.  The Company's former and remaining  properties are
located in the Battle Mountain area of north central Nevada.

         The  Company  has  no  patents,  trademarks,  licenses,  franchises  or
concessions material to its operations.

Dean Mine Property

         The Company's  principal  property used in its former  business was its
Dean Mine  leasehold and a 560-acre  mill site owned in fee. The Company's  Form
10-K for the year ended  January 31, 1995,  contains a detailed  description  of
exploratory  mining  activities  conducted at the Company's  Dean Mine leasehold
site, which activities were concluded during the year ended January 31, 1995. No
further  mining  efforts  were  conducted at the Dean Mine  property  during the
fiscal  years ended  January 31, 1996 or  thereafter.  The  Company's  leasehold
interest in the Dean Mine property was terminated  effective March 11, 1996, and
the Company has previously disposed of the 560-acre mill site.

AMAX/Draco Properties

         The Company's principal remaining  properties owned at the beginning of
the fiscal year,  known as AMAX/Draco,  are described below. The Company carries
these interests on its books at a zero value.

         AMAX/Draco.  As  described  in the  Company's  Form 10-KSB for the year
ended  January 31,  1996,  the Company  acquired a group of claims  known as the
AMAX/Draco  property  from Luning Gold,  Inc.  pursuant to a purchase  agreement
dated  August 8, 1990.  These claims are in the Lewis  Mining  District,  Lander
County,  Nevada,  approximately 15 miles southeast of Battle Mountain. The claim
block consisted of three separate blocks containing a total of 107 claim blocks.
A  production  payment  ($300,000  due from the lesser of 25% of  production  or
$25,000 payable  quarterly after the start of production) is still due, but only
after the project goes into production.

         As previously  reported,  the Company granted an option on a portion of
this  property (44 claim  blocks) to Cameco  (U.S.) Inc., a U.S.  subsidiary  of
Cameco Corporation, a Canadian corporation. The Agreement provided for an option
expiring  October 9, 1999,  pursuant to which the  optionee  could  purchase the
subject  property  (described  as the "BXA" group of  unpatented  lode claims in
Lander County,  Nevada). As previously reported,  on May 18, 1999, Cameco (U.S.)
Inc. gave notice of its termination of the Option  Agreement on the BXA group of
claims.

         As  previously  reported,  in August  1998,  the Company  concluded  an
agreement  with  Triband  Resources  U.S.  Inc.  for the  sub-lease  of  various
properties, including 63 claim blocks in the AMAX/Draco property. Upon execution
of the agreement with Triband,  the Company  received an initial cash payment of
$15,000;  an additional $15,000 was paid on the first  anniversary;  and $25,000
was paid on the second anniversary.  As previously  reported,  during the fiscal
year ended January 31, 2002, Triband Resources terminated its sublease agreement
on these 63 claim blocks. The Company continues to hold claims until the fall of
2002 on the AMAX/Draco claim blocks.

Item 3.   Legal Proceedings
---------------------------

         None.

Item 4.   Submission of Matters to Vote of Security Holders
-----------------------------------------------------------

         None.


                                      -3-
<PAGE>

                                     PART II

Item 5.   Market for Registrant's Common Equity and Related Stockholder Matters
-------------------------------------------------------------------------------

         The Company's common stock (Symbol: SGGM) is quoted in The Pink Sheets,
which is a  privately-owned,  centralized  quotation  service that  collects and
publishes market maker quotes for OTC securities in real time.

         The reported high and low bid prices for the Company's  common stock on
the bulletin board over-the-counter  trading system operated by the NASD for the
first  quarter  of fiscal  2001,  and the high and low  quotations  as  reported
thereafter by The Pink Sheets, were as follows:

                                Fiscal Year ended January 31,
                                    2001                      2002
                          -----------------------            ------
                          High Bid        Low Bid     High Bid      Low Bid
                          --------        -------     --------      -------

     First Quarter       $   0.001            N/A     $  0.005     $   0.005
     Second Quarter          0.010            N/A        0.020         0.005
     Third Quarter           0.010            N/A        0.005         0.005
     Fourth Quarter          0.010            N/A        0.006         0.002

         The  over-the-counter  market quotations  reflect  interdealer  prices,
without retail mark-up,  mark-down or commission,  and may not represent  actual
transactions.

         As of March 31, 2002,  there were  approximately  720  shareholders  of
record, holding an aggregate of 14,487,159 shares of Common Stock outstanding.

         The  Company  paid no cash  dividends  in either of the two most recent
fiscal years.

                                      -4-
<PAGE>
Item 6.  Management's Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
         of Operations
         -------------

(a)      Results of Operations for the Year Ended January 31, 2002
         ---------------------------------------------------------

         During the year ended  January  31,  2002,  the  company  engaged in no
         material business activities other than as described herein.

         During  the year the  Company  had no  revenues,  compared  to  $25,000
         received  in the  prior  year  from  an  option  payment  under a lease
         agreement that, as previously reported,  has been terminated.  Interest
         income  during  the year was  $3,000,  compared  to $5,000 in the prior
         year.  General  and  administrative  costs for the year  were  $16,000,
         compared  to $7,000 in the prior  year.  The  increase  in general  and
         administrative  costs was due to the  payment of $13,000 in filing fees
         to renew the AMAX/Draco claims described in Item 2 above. Funds for the
         payment of these filing fees were advanced by a  shareholder  (see item
         12 below),  which  resulted in an increase in  shareholder  advances at
         year-end  to  $540,000,  compared  to  $527,000 at the end of the prior
         year.

         The Company had a net loss for the year of $1,052,000 ($0.07 per share)
         compared  to a net loss of  $959,000  ($0.07 per share) the prior year.
         Accrued interest for the year was $1,036,000,  compared to $981,000 for
         the prior period.  Professional fees were $3,000 for the year, compared
         to $1,000 during the prior year.

         Total assets at year-end were $78,000, compared to $81,000 at the prior
         year-end.  At year-end  2002,  cash was $0, and $78,000 in other assets
         (balance  of  reclamation   bond  posted  with  Nevada   Department  of
         Environmental   Protection).   At  year-end  the  Company  had  current
         liabilities  of $6.9  million,  compared  to $5.9  million at the prior
         year-end,  attributable  primarily to increased  accrued interest ($6.3
         million  versus  $5.3  million)  and  long-term  debt of  $6.9  million
         (unchanged from the preceding year). Shareholders equity at January 31,
         2002, was negative  ($13,732,000) compared to negative ($12,680,000) at
         January 31, 2000.

(b)      Results of Operations for the Year Ended January 31, 2001
         ---------------------------------------------------------

         During the year ended  January  31,  2001,  the  Company  engaged in no
         material business activities other than as described herein.

         During the year the  Company  had  revenue  of  $25,000  from an option
         payment under the Company's lease  agreement with Triband  Resources as
         described  in item 2 above.  Interest  income for the year was  $5,000,
         compared to $3,000 in the prior year.

         The Company  had a net loss for the year of $959,000  ($0.07 per share)
         compared  to a net loss of  $787,000  ($0.06 per share) the prior year.
         Accrued interest for the year was $981,000, compared to $847,000 in the
         prior period.  Professional fees were $1,000 for the year,  compared to
         $10,000 in the prior year.

         Total assets at year-end were $81,000,  with $3,000 in cash and $78,000
         in other  assets  (balance of  reclamation  bond posted with NDEP).  At
         year-end  the Company  had  current  liabilities  of $5.9  million,  an
         increase of $1,000,010 over the prior year  (attributable  primarily to
         increased  accrued  interest)  and  long-term  debt  of  $6.9  million.
         Shareholders  equity at January 31, 2001,  was  negative  $(12,680,000)
         compared to negative ($11,721,000) at January 31, 2000.

(c)      Liquidity and Capital Resources at Year End January 31, 2002
         ------------------------------------------------------------

         The Company had no material liquidity or capital resources at year end,
         January 31,  2002.  At that date,  the  Company  had no current  assets
         ($-0-) and current  liabilities  of $6.9 million.  Current  liabilities
         include $6.3 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 (other than through one payment under an option agreement for
         the sale of certain  capital  assets)  during the  twelve-month  period
         ended  January 31, 2002.  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  Dean  Mine  Net  Cash  Flow) 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.



                                      -5-
<PAGE>

Item 7.   Financial Statements and Supplementary Data
-----------------------------------------------------

         The Financial  Statements  (unaudited) and related  schedules and notes
are set forth beginning at Page F-1 of the report.

Item 8.   Changes in and Disagreements With Accountants on Accounting and
-------------------------------------------------------------------------
          Financial Disclosure
          --------------------

         None.  Because of the Company's  financial position it has not retained
any certified public accountants to audit its financial  statements for the year
ended January 31, 2002.


                                    PART III

Item 9.  Directors and Executive Officers of the Registrant; Compliance with
----------------------------------------------------------------------------

         Section 16(a)
         -------------

         Each of the  members  of the  Board of  Directors  of the  Company  was
elected by the  shareholders  on August 12,  1993.  The  Company  has not had an
annual  meeting of  shareholders  since  that time due to a variety of  factors,
including extreme financial difficulties and management turnover.

                        Directors and Executive Officers
                        --------------------------------
                                                                      Director
           Name           Age             Positions Held                Since
           ----           ---             --------------                -----

Harrison Nesbit II        74      Director; Treasurer                   1989

Fred G. Pollard           83      Director                              1993

C. B. Robertson III       66      Director; Chairman of the Board       1993
                                  effective September 1, 1993
---------------

         Harrison  Nesbit,  II has  served  since  1961 as  Chairman  of Godine,
Nesbit, McCabe, an insurance firm located in Charlottesville, Virginia.

         Fred G.  Pollard has been an attorney  since 1942.  He is  presently Of
Counsel to the law firm of Williams, Mullen in Richmond, Virginia.

         C. B. Robertson,  III has been engaged for more than five years in real
estate development through CBR Associates, Inc. in Richmond, Virginia.

         There are no other  individuals who are considered by the Company to be
"significant  employees." There are no family  relationships among the directors
and executive officers.

Section 16(a) Beneficial Ownership Reporting Compliance

         The  Company is  registered  pursuant  to Section 12 of the  Securities
Exchange Act of 1934.  As a result,  Section  16(a) of the Exchange Act requires
directors and executive  officers,  and any persons holding more than 10% of the
Company's  Common  Stock,  to report their  initial  ownership of the  Company's
equity securities and any subsequent changes in that ownership to the Securities
and  Exchange  Commission  ("SEC").  The  Company is required to disclose in the
Annual Report on Form 10-KSB or in the proxy  statement  for the annual  meeting
any  failure to file a required  report by its due date  during the fiscal  year
ended  January  31,  2002.  The  Company  is not  aware of any  transactions  in
securities of the Company requiring the filing of any required report during the
year ended January 31, 2002.



                                      -6-
<PAGE>

Item 10.  Executive Compensation
--------------------------------

         Summary  Compensation  Table.  The  following  table  provides  certain
summary  information  concerning  compensation paid or accrued during the fiscal
years ended January 31, 2002,  2001, and 2000 to the Company's  Chief  Executive
Officer. There were no other executive officers of the Company, determined as of
the end of the last fiscal year, whose annual compensation exceeded $100,000.
<TABLE>
<CAPTION>
                                                                                                     Long term compensation
                                                                 Annual compensation                         Awards
                                                       ----------------------------------------     -------------------------
                                            Year                                       Other        Restricted
                                           Ended                                      Annual        Stock
                                           Jan. 31     Salary        Bonus         Compensation     Awards         Options(1)
                                           -------     ------        -----         ------------     ------         ----------
<S> <C>
     Name and principal position
     C.B. Robertson(2)                     2002        $      0         --          --                --             --
       Chairman of the Board               2001        $      0         --          --                --             --
       and acting CEO                      2000        $      0         --          --                --             --
</TABLE>

(1)  No stock options were granted in the fiscal years ending  January 31, 2000,
     2001 or 2002.
(2)  Mr. Robertson was appointed CEO and Chairman  effective  September 1, 1993.
     He has accepted no  compensation  for this  position.  See Item 12, Certain
     Relationships and Related Transactions.

         Option Grants in Last Fiscal Year. No stock options were granted to the
Chief  Executive  Officers (or any other  officer)  during the fiscal year ended
January 31, 2002.

         Aggregated  Option  Exercises in Last Fiscal Year and  Year-End  Option
Values.  No stock  options  were  awarded to, held by or  exercised by the Chief
Executive Officer during the fiscal year ended January 31, 2002.

         Stock  Option  Plan.  In 1989,  the Board of  Directors  of the Company
approved a non-qualified stock option plan ("Plan") which provided for the grant
to officers,  employees,  consultants and independent contractors of the Company
of options to purchase shares of Common Stock.  The Plan terminated by its terms
in 1999, and all options granted under the Plan have expired without exercise.

Item 11. Security Ownership of Certain Beneficial Owners and Management
-----------------------------------------------------------------------

         The following table sets forth certain information regarding beneficial
ownership of the Company's  Common  Stock,  including the effect of its Series A
and Series B Preferred Stock, at January 31, 2002 by (i) each person believed to
be the beneficial owner of, directly or indirectly,  or to control or direct, as
of January 31, 2002, more than five percent of the outstanding  shares of Common
Stock,  (ii) each director and officer named in the Summary  Compensation  Table
(See "Executive Compensation") and (iii) all officers and directors as a group.

                                      -7-
<PAGE>
<TABLE>
                                                                 Amount and Nature
                                                                  of  Beneficial
                                                                     Ownership
                                                                     of Common                Percentage of
         Name and Address             Title of Class                 Stock* **                Class Owned*
         ----------------             --------------                ----------                ------------

<S>                                     <C>                            <C>                         <C>
Richard O. Hunton                       Common Stock                   1,177,210  (1)              7.60%
10555 Westpark Drive
Houston, Texas  77042

Harrison Nesbit, II                     Common Stock                   1,034,899  (2)              7.14%
P. O. Drawer 5287
Charlottesville, Virginia  22905

Fred G. Pollard                         Common Stock                   1,100,000  (3)              7.10%
1021 East Cary Street
Richmond, Virginia  23219

C. B. Robertson, III                    Common Stock                   1,128,605  (4)              7.29%
9020 Stony Point Pkwy., Suite 145
Richmond, Virginia  23235

Neal O. Wade, Jr.                       Common Stock                   1,158,536  (5)              7.48%
750 Bering Drive
Suite 606
Houston, Texas  77057

All directors and executive officers    Common Stock                   3,293,435                  19.80%
            as a group (3 in group)
</TABLE>

*    The  beneficial  ownership  table reflects  Company Common Stock  holdings,
     which figures include  holdings of Preferred Stock adjusted to reflect each
     series'  respective  initial conversion ratio into Company Common Stock. In
     accordance with rules and regulations of the SEC, beneficial  ownership and
     percentages  assume,  for each  individual  shown,  the  conversion  of all
     Preferred Stock held by such individual but not any other shareholder, thus
     potentially  overstating such person's beneficial ownership in the Company.
     Beneficial  ownership for all  directors and executive  officers as a group
     assumes the conversion of all Preferred Stock held by all such  individuals
     in the group but not by any other shareholder, thus potentially overstating
     the beneficial ownership of such group.

**   These  calculations do not include shares  convertible  into Company Common
     Stock by persons holding Operations Advances.  Pursuant to those Operations
     Advances,  holders may convert each $1.00 in Operations Advances into seven
     shares of Company Common Stock.  However,  such  conversion  rights are not
     practically  effective  pursuant to the terms of those Operations  Advances
     unless and until the  Company's  articles of  incorporation  are amended to
     increase  the  number of  authorized  shares of Company  Common  Stock to a
     number  sufficient to permit  conversion of those Operations  Advances.  No
     such  shareholder  approval  had been  sought or obtained as of the date of
     this report. Holders of more than five percent of the Company's outstanding
     Common  Stock,   and   directors  and  officers   named  in  the  Executive
     Compensation Table above hold Operations  Advances as follows:  Mr. Hunton:
     $100,000;  Mr. Nesbit:  $42,000; Mr. Pollard:  $625,000; and Mr. Robertson:
     $575,000.

(1)  Includes  1,000,000  shares which Mr. Hunton may acquire upon conversion of
     250 shares of Series A Preferred Stock.

(2)  Includes 2,500 shares held by an IRA controlled by Mr. Nesbit, 3,000 shares
     held by a company of which Mr.  Nesbit is an officer  and  shareholder  and
     60,000 shares owned by Mr. Nesbit's spouse as to which Mr. Nesbit disclaims
     beneficial ownership.

(3)  Includes  1,000,000 shares which Mr. Pollard may acquire upon conversion of
     250 shares of Series A Preferred Stock.



                                      -8-
<PAGE>

(4)  Includes 88,605 shares held by a controlled partnership, 15,000 shares held
     by Mr.  Robertson's  wife,  and  1,000,000  shares which Mr.  Robertson may
     acquire upon conversion of 250 shares of Series A Preferred Stock.

(5)  Includes 1,000,000 shares which Mr. Wade may acquire upon conversion of 250
     shares of Series A Preferred Stock.

Item 12. Certain Relationships and Related Transactions

         As noted above,  C. B.  Robertson,  III served as Chairman of the Board
and Chief Executive Officer without  compensation  during the year ended January
31, 2002.  During the fiscal year ended January 31, 2002,  the Company  received
$13,000 of shareholder advances from Mr. Robertson,  increasing the balance owed
to $540,000.  At the present time the  Company's  executive  office in Richmond,
Virginia,  is  maintained in the office of Mr.  Robertson.  The Company does not
reimburse Mr.  Robertson any portion of his lease expense but has reimbursed him
from time to time for certain telephone and other operating expenses incurred in
connection with the Company's business.

Item 13.  Exhibits, Financial Statements and Reports on Form 8-K

(a)(1) Financial Statements (see Financial Statements at Page F-1)

(a)(2) Financial Schedules

         No Financial Schedules are required.

(a)(3) Exhibits

             Exhibit No.                      Exhibit
             -----------                      -------

                3.1(1)    Copy of Articles of Incorporation of Registrant.

                3.2(1)    Copy of Bylaws of Registrant.

              10.19(1)    Copy of Registration Rights Agreement, dated effective
                          as of July 1, 1990, among St. George Metals,  Inc. and
                          the participants in the Private Placement.

              10.20(1)    Copy of  Purchase  Agreement  dated  March  21,  1990,
                          between  Luning  Gold,  Inc. and St.  George  Minerals
                          Inc., together with the First Amendment thereto, dated
                          June 14, 1990.

              10.21(1)    Copy of  Promissory  Note of St. George  Metals,  Inc.
                          dated August 8, 1990, in the original principal amount
                          of $140,000 payable to Luning Gold, Inc.

              10.25(2)    Subscription Agreement for Private Placement of Series
                          A Preferred Stock.

              10.26(3)    Certificate of  Designation,  Preferences,  Rights and
                          Limitations  of  Series A  Preferred  Stock,  $.01 par
                          value, of St. George Metals, Inc.

              10.27(3)    Loan  Agreement  between St. George  Metals,  Inc. and
                          borrowers (plus exhibits).

              10.30(4)    Certificate of  Designation,  Preferences,  Rights and
                          Limitations of Series B Preferred Stock.

              10.31(5)    Subscription Agreement for Private Placement of Series
                          B Preferred Stock.

              10.33(6)    Form of Operations Advance.

              10.34(6)    Form of Gold Delivery Contract.



                                      -9-
<PAGE>

              10.37(7)    Finding of Alleged  Violation and Order dated November
                          5,  1996  by  the  Nevada  Division  of  Environmental
                          Protection

                 24       Powers of Attorney, filed herewith.
------------
(1)      Filed as an exhibit to the Company's Registration Statement on Form 10,
         dated May 25, 1990, as amended and incorporated  herein by reference to
         such filing.
(2)      Filed as an exhibit to the Company's Quarterly Report on Form 10-Q, for
         the fiscal quarter ended October 31, 1992, as amended and  incorporated
         herein by reference to such filing.
(3)      Filed as an exhibit to the Company's Quarterly Report on Form 10-Q, for
         the fiscal  quarter  ended July 31, 1992,  as amended and  incorporated
         herein by reference to such filing.
(4)      Filed as an exhibit to the Company's  current report on Form 8-K, dated
         June 15, 1992.
(5)      Filed as an exhibit to the Company's Quarterly Report on Form 10-Q, for
         the fiscal  quarter  ended July 31, 1994,  as amended and  incorporated
         herein by reference to such filing.
(6)      Filed as an exhibit  to the  Company's  Annual  Report on Form 10-K for
         fiscal year ended January 31, 1995, as amended and incorporated  herein
         by reference to such filing.
(7)      Filed as an exhibit to the Company's Annual Report on Form 10-KSB,  for
         fiscal year ended January 31, 1997 and incorporated herein by reference
         to such filing.

(b)      Reports on Form 8-K

         None

(c)      Exhibits

         (See Item (a)(3) above).

(d)      Additional Financial Statements

         (See Items (a)(1) and (a)(2) above).

                                      -10-
<PAGE>

                                   SIGNATURES

         In  accordance  with the  requirements  of  Section  13 or 15(d) 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.


Dated:  April 26, 2002                   By:/s/ C. B. Robertson, III
                                            ---------------------------------
                                                  C. B. Robertson, III
                                                  Chairman of the Board


         In accordance with the  requirements of the Securities  Exchange Act of
1934,  this report has been signed below by the  following  persons on behalf of
the registrant and in the capacities and on the dates indicated.

              Signature                     Capacity                  Date
              ---------                     --------                  ----

/s/ C. B. Robertson, III           Chairman of the Board         April 26, 2002
-------------------------------
C. B. Robertson, III               and Director (Principal
                                   Executive Officer)

* /s/ Harrison Nesbit, II          Treasurer (Principal          April 26, 2002
-------------------------------
Harrison Nesbit, II                Financial and
                                   Accounting Officer)

* /s/ Harrison Nesbit II           Director                      April 26, 2002
-------------------------------
Harrison Nesbit II

                                   Director
-------------------------------
Fred G. Pollard


* By /s/ C. B. Robertson, III
-------------------------------
C. B. Robertson, III
Attorney-in-Fact



                                      -11-
<PAGE>

                             ST. GEORGE METALS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

                                JANUARY 31, 1996

                           (EXPRESSED IN U.S. DOLLARS)


















    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

                                       F-1

<PAGE>
<TABLE>
                                            ST. GEORGE METALS, INC.
                                         (A DEVELOPMENT STAGE COMPANY)
                                                   UNAUDITED
                                                 BALANCE SHEETS
                                           JANUARY 31, 2002 AND 2001

                                    (EXPRESSED IN THOUSANDS OF U.S. DOLLARS)

                                                                                    2002                  2001
                                                                                --------             ---------
<S>                                                                             <C>                  <C>
         ASSETS
CURRENT
     Cash                                                                       $      -             $       3

OTHER - Reclamation deposit                                                           78                    78
                                                                                --------             ---------

     TOTAL                                                                      $     78             $      81
                                                                                --------             ---------

         LIABILITIES
CURRENT
     Advances from shareholders                                                      540                   527
     Accrued interest payable                                                      6,289                 5,253
     Accrued mineral interests reclamation costs                                      90                    90
                                                                                --------             ---------
                                                                                   6,919                 5,870

LONG TERM-DEBT
     Other                                                                         1,888                 1,888
     Related parties                                                               5,003                 5,003
                                                                                --------             ---------

     TOTAL LIABILITIES                                                            13,810                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                                (24,966)              (23,914)
                                                                                --------             ---------
                                                                                 (13,732)              (12,680)
                                                                                --------             ---------
     TOTAL                                                                      $     78             $      81
                                                                                --------             ---------

                                             PREPARED BY MANAGEMENT

                   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
</TABLE>

                                                      F-2
<PAGE>
<TABLE>
                                            ST. GEORGE METALS, INC.
                                         (A DEVELOPMENT STAGE COMPANY)

                                                   UNAUDITED
                                         STATEMENT OF LOSS AND DEFICIT
                                 FOR THE YEARS ENDED JANUARY 31, 2002 AND 2001
                                    (EXPRESSED IN THOUSANDS OF U.S. DOLLARS)

                                                           CUMULATIVE                       YEARS ENDED
                                                           JANUARY 31,                      JANUARY 31,
                                                              2002                  2002                  2001
                                                              ----                  ----                  ----
<S>                                                    <C>                   <C>                     <C>
REVENUE
     Option fees and other                             $       135           $         -             $          25
                                                       -----------           -----------             -------------

ADMINISTRATIVE COSTS
     Related party administration charges              $       377           $                       $
     Related party fees                                        611
     General and administrative                                778                    16                         7
     Interest                                                6,623                 1,036                       981
     Reclamation and other costs                               464
     Professional fees                                       1,197                     3                         1
     Salaries and benefits                                     892
     Shareholder information                                   239
     Loss on disposal of agreement receivables                  22
     Fees and recoveries                               (       247)                    -                         -
                                                       ------------          -----------             -------------

     TOTAL ADMINISTRATIVE COSTS                             10,956                 1,055                       989
                                                       -----------           -----------             -------------

LOSS BEFORE WRITE DOWN OF MINERAL
     INTEREST                                               10,821                 1,055                       964

WRITE DOWN OF MINERAL INTEREST -
     NET OF RECOVERIES                                      14,594                     -                         -
                                                       -----------           -----------             -------------

NET LOSS BEFORE
     INTEREST INCOME                                        25,415                 1,055                       964

INTEREST INCOME                                                449                     3                         5
                                                       -----------           -----------             -------------

NET LOSS                                               $    24,966                 1,052                       959
                                                       -----------           -----------             -------------

DEFICIT BEGINNING OF PERIOD                                                       23,914                    22,955
                                                                             -----------             -------------

DEFICIT END OF PERIOD                                                        $    24,966             $      23,914
                                                                             -----------             -------------

BASIC LOSS PER SHARE
     IN U.S. DOLLARS                                                         $       .07             $         .07

WEIGHTED AVERAGE NUMBER OF                                                    14,487,159                14,487,159
                                                                             -----------             -------------
     COMMON SHARES OUTSTANDING

                                             PREPARED BY MANAGEMENT

                   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
</TABLE>

                                                      F-3
<PAGE>
<TABLE>
                                            ST. GEORGE METALS, INC.
                                         (A DEVELOPMENT STAGE COMPANY)
                                                   UNAUDITED
                                            STATEMENTS OF CASH FLOWS
                                 FOR THE YEARS ENDED JANUARY 31, 2002 AND 2001

                                    (EXPRESSED IN THOUSANDS OF U.S. DOLLARS)

                                                         CUMULATIVE                         YEARS ENDED
                                                         JANUARY 31,                        JANUARY 31,
                                                            2002                    2002                2001
                                                            ----                    ----                ----
<S>                                                       <C>                    <C>                  <C>
FUNDS PROVIDED (USED) BY OPERATING
     ACTIVITIES
     Net recovery (loss) for the period                   $ (24,966)             $ (1,052)            $    (959)

     WRITE DOWN OF MINERAL INTEREST                          15,086                     -                     -

     CHANGES IN OTHER NON-CASH
         WORKING CAPITAL ITEMS                                6,919                 1,049                 1,010
                                                          ---------              --------             ---------
                                                             (2,961)                   (3)                   51
                                                          ---------              --------             ---------

FINANCING ACTIVITIES
     ISSUED AND PAID IN CAPITAL
         Preferred shares                                     1,949
         Common shares                                        9,309
         Share issue costs                                      (24)

     LONG-TERM DEBT                                           6,891                     -                   (54)
                                                          ---------              --------             ---------
                                                             18,125                     -                   (54)
                                                          ---------              --------             ---------

INVESTING ACTIVITIES
     Reclamation deposits                                       (78)                    -
     Mineral interest (recovery)                            (15,086)                    -                     -
                                                          ---------              --------             ---------
                                                            (15,164)                                        -
                                                          ---------              --------             ---------

INCREASE IN CASH                                                  0                    (3)                   (3)
CASH BALANCE BEGINNING OF PERIOD                                  -                     3                     6
                                                          ---------              --------             ---------
CASH BALANCE END OF PERIOD                                $       -              $      -             $       3
                                                          ---------              --------             ---------

                                             PREPARED BY MANAGEMENT

                   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
</TABLE>

                                                      F-4
<PAGE>
                             ST. GEORGE METALS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                        NOTES TO THE FINANCIAL STATEMENTS
                                    UNAUDITED

                            JANUARY 31, 2002 AND 2001

                           (EXPRESSED IN U.S. DOLLARS)




1.       GOING CONCERN CONSIDERATIONS

         The  Company  has been  unable  to  attain  profitable  operations  and
         generate  funds  therefrom  and/or raise equity capital to meet current
         and future obligations.

         At the  present  time,  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   activities   at  this  time  other  than  certain
         remediation  efforts  at  its  former  Dean  Mine  leasehold,  and  its
         activities  holding  certain  of its  properties  subject to options to
         purchase by  unrelated  third  parties.  Although  the Company is still
         interested  in  the  possibility  of   participating  in  other  mining
         projects, it has no meaningful available financial resources,  and only
         minimal personnel resources.  The Company has liquidated  substantially
         all its assets and paid off its trade  creditors to the extent possible
         in a  continuing  effort to wind up its  business  other than through a
         court supervised process, which would entail significant administrative
         expenses.  The  Company  has paid most of its trade debt (other than to
         related  parties) and it is unlikely  any payments  will be made on its
         other  indebtedness,  which has been  voluntarily  subordinated  to the
         Company's trade creditors.

         At year-end January 31, 1995, management reviewed the Dean Mine project
         and  concluded  that it did not contain  sufficient  mineable ore to be
         economically viable. The Company has ceased exploration and has written
         down the carrying  values of mineral  interests to their  estimated net
         realizable   value,   as   determined   by   management  or  subsequent
         disposition.

         As at January 31, 2002 and 2001,  the  Company's  liabilities  exceeded
         total assets by $13,732,000 and $12,680,000,  respectively. The Company
         was  notified in 1994 by two holders of term notes that the Company was
         in default  under the terms of these  agreements,  although the Company
         does not  agree  with  this  contention.  See  Note 8 to the  financial
         statements.   During  the  year-ended  1997,  the  Company's  leasehold
         interest in the Dean Mine was terminated by the lessor.

         As noted, management has been in the process of disposing of assets and
         settling its trade liabilities as funds become  available.  The Company
         has not made any proposals to the holders of its  operations  advances,
         gold  delivery  contracts  and term notes for  settlement of amounts at
         less than the face value of these debts.  The  estimate of  reclamation
         costs has been accrued in the year end financial statements. See Note 4
         to the financial statements.

2.       ACCOUNTING POLICIES

         (a)      Accounting Principles

                  These consolidated  financial statements have been prepared in
                  accordance with  accounting  principles and practices that are
                  generally accepted in the United States.

         (b)      Mineral Interests

                  Through the fiscal year ended  January 31,  1996,  the Company
                  engaged in the exploration and development of mineral resource
                  properties.  It recorded  mineral  interests  at cost or at an
                  ascribed amount if the  consideration  was common shares.  The
                  Company  included in costs the lease and option  payments  and
                  advanced  royalties on properties  held under lease and option
                  agreements.   The  Company  carried  its  investments  net  of
                  recoveries from former joint venture partners.



                                      F-5
<PAGE>

         (c)      Values of Mineral Interests

                  Historically,   the  amounts   shown  for  mineral   interests
                  represented  nominal costs of retained  properties and did not
                  necessarily   represent   present   or  future   values.   The
                  recoverability   of  these  amounts  was  dependent  upon  the
                  confirmation of economically recoverable reserves, the ability
                  of the Company to obtain necessary  financing to meet property
                  purchase,  lease, option and minimum  exploration  commitments
                  and  to  successfully  complete  their  development  and  upon
                  subsequent profitable production. The Company's investments in
                  resource  properties  have been subject to periodic review for
                  permanent impairment.  Generally,  the Company considered that
                  impairment of a mineral interest  occurred at the earlier of a
                  decision  by  management  to  abandon  the  claims or that the
                  carrying  value of an  investment  in a  mineral  interest  or
                  project  will likely  exceed the future net cash flows.  As of
                  January 31, 1995,  the Company's  retained  mineral  interests
                  were written down to a nominal amount. As of January 31, 1997,
                  the Company's retained mineral interests were reduced to zero.

         (d)      Income Taxes

                  Effective  February l, 1994, the Company adopted the method of
                  accounting  for  income  taxes   prescribed  by  Statement  of
                  Financial  Accounting Standards No. 109 "Accounting for Income
                  Taxes".  Among other  requirements,  tax  benefits  related to
                  operating  losses  are to be  recognized  in the  accounts  if
                  management believes,  based on available evidence,  that it is
                  more  likely than not that they will be  realized.  Due to the
                  nature of the Company's  development  stage operations and the
                  unlikelihood  of  realization  within a  reasonable  time,  no
                  fixture tax benefit has been  recognized  in the  accounts for
                  the current or prior years.

         (e)      Loss Per Share

                  Basic loss per share is  calculated  on the  weighted  average
                  number of common shares  outstanding  during the year.  Common
                  stock equivalents, convertible debt and convertible shares and
                  other  adjustments in  determining  any diluted loss per share
                  are not included in the weighted  average if they would reduce
                  the Company's reported loss per share.

3.       MINERAL INTERESTS

         The Company holds its remaining mineral interests under various mineral
         agreements. The mineral interests are subject to royalties ranging from
         3 % to 6 % of net smelter  returns.  Certain  interests  are subject to
         production commencement payments and consumer price index adjustments.

4.       OTHER ASSETS
                                             2002                  2001
                                             ----                  ----

         Reclamation deposits               $78,000               $78,000
                                            =======               =======

         Reclamation deposits are comprised of interest-bearing  certificates of
         deposit,  which have been pledged as security  with the State of Nevada
         for the performance of the Company's reclamation commitments. The funds
         will not be available for general working  capital  purposes until such


                                      F-6
<PAGE>

         time as the approved reclamation program has been completed. During the
         years ended January 31, 2002 and 2001,  the State of Nevada  authorized
         the  release  of $-0- and  $-0-,  respectively,  from  the  reclamation
         deposits as reclamation work was performed.

5.       FUNDS PROVIDED (USED BY) OTHER NON-CASH WORKING CAPITAL ITEMS
<TABLE>
                                                       Cumulative to                      Years Ended
                                                        January 31,                       January 31,
                                                           2002                     2002                2001
                                                           ----                     ----                ----

         <S>                                         <C>                        <C>               <C>
         Accounts payable                               $      -0-                $      -0-         $      -0-
         Accrued interest payable
              - Term notes and advances                  6,289,334                 1,036,393          1,035,396
         Accrued mineral interests
              reclamation costs                             90,000
         Advances from shareholder                         540,000                    13,000           (25,000)
                                                        ----------                ----------         ----------

                                                        $6,919,334                $1,049,393         $1,010,396
                                                        ==========                ==========         ==========
</TABLE>

6.       ADVANCES FROM SHAREHOLDERS

         Advances  from  shareholders  bear  interest at quoted bank prime rates
         (year end rate - 8.5%),  are unsecured and  repayable  upon demand.  No
         interest was paid on the shareholder  advances during the year. For the
         year ended January 31, 2002,  accrued interest on shareholder  advances
         was $74,640 for the year, and total accrued  interest as of January 31,
         2002, was $320,038.

                                      F-7
<PAGE>
<TABLE>
7.       LONG-TERM DEBT

                                                                      2002                 2001
                                                                      ----                 ----
         <S>                                                   <C>                     <C>
         (a)    Operations advances, non-interest bearing
                Third parties                                  $     587,343           $     587,343
                Related parties                                    1,277,000               1,277,000

         (b)    Gold delivery contracts - related parties            727,380                 727,380

         (c)    Term Notes payable, bearing interest at
                quoted bank prime rate plus l %. (Effective
                rate - 10 %.)

                Third parties                                      1,300,000               1,300,000
                Related parties                                    3,000,000               3,000,000
                                                               -------------           -------------

                                                               $   6,891,728              $6,891,723
</TABLE>
         (d)    Operations Advances

                In 1994, the Company authorized up to $2,000,000 of non-interest
                bearing senior  convertible  promissory notes which,  subject to
                authorization  of additional  common shares,  are convertible at
                the option of the holder  into 7 common  shares for each  dollar
                advanced.  No such authorization of additional common shares has
                been sought or  obtained,  so the  conversion  privilege  is not
                effective.   The  notes   are  to  be   repaid  in   semi-annual
                installments  from future net cash flow from the Company's  Dean
                Mine as  calculated at January 31 or July 31 and payable April l
                and October 1  respectively.  No  payments  were made during the
                fiscal years ending January 31, 2002 and 2001.

         (e)    Gold Delivery Contracts - Related Parties

                The holders of the gold  delivery  contracts  have  subordinated
                their right to any repayment  until such time as the  operations
                advances   have  been  repaid  in  fill.   The   contracts   are
                non-interest  bearing  and are  repayable  by  delivery of 2,694
                ounces of gold. At January 31, 2002, the equivalent value of the
                gold obligation was $727,380.

         (f)    Term Notes Payable and Related Interest

                The holders of the term notes  payable have  subordinated  their
                right to any repayment of principal or interest  until such time
                as the operations advances have been repaid in full.

                No  interest  was paid by the  Company  during the fiscal  years
                ending January 3l, 2002 and 2001. Interest payable as at January
                31, 2002 is summarized as follows:

                                      F-8
<PAGE>
<TABLE>
                                        Third                Related
Year Ended                             Parties               Parties                Total
----------                             -------               -------                -----
<S>                                  <C>                   <C>               <C>
January 31, 2002                     $    298,143          $    663,610      $     961,753
January 31, 2001                          297,301               661,735            959,036
January 31, 2000                          272,527               510,598            783,125
January 31, 1999                          250,220               468,803            719,023
January 31, 1998                          222,833               416,939            639,772
January 31, 1997                          197,682               369,718            567,400
January 31, 1996                          182,181               340,727            522,908
January 31, 1995                          142,950               267,357            410,307
January 31, 1994                          110,473               206,613            317,086
January 31, 1993                           30,975                57,911             88,886
Total Accrued Interest
                                     ------------         -------------      -------------
     on Term Notes                     $2,005,285            $3,964,011         $5,969,296

Accrued on Shareholder Advances                                                    320,038
                                                                             -------------
                                                                                $6,289,334
</TABLE>

                  The Company was  notified in 1994 by two holders of term notes
                  that the Company was in default  under the terms of such notes
                  and  the  lenders  demanded  repayment  of  notes  aggregating
                  $900,000.  Management  is of the opinion that the lenders have
                  subordinated their rights to repayment until the retirement of
                  the operations advances, and so advised the holders.

         (g)      Principal Payments

                  Due to the  uncertainty  of repayment of  operations  advances
                  from net cash flow, the conversion  rights to common shares of
                  the  operations   advances  and  the   subordination   to  the
                  operations  advances of the gold  delivery  contracts and term
                  notes  payable,  these  amounts  are  carried  as  non-current
                  liabilities.

                  Principal payments of unsubordinated other long-term debt over
                  the next five  years  are:  2003 - $Nil;  2004 - $Nil;  2005 -
                  $Nil; 2006 - $Nil; 2007 - $Nil.

                  The  Company  has  agreed  not to incur,  create or assume any
                  funded debt  ranking  ahead of the term notes,  declare or pay
                  dividends  on  its  shares,  purchase  or  redeem  any  of its
                  outstanding  share  capital  or  distribute  any assets to its
                  shareholders without the prior written consent of the lenders.

8.       INCOME TAXES

         The Company has incurred  resource-related  expenditures  and operating
         losses which are available to reduce future years taxable income. As at
         January  31,  2002,  tax  losses  of  approximately   $24,580,000  were
         available for  carry-forward.  The future  benefits in respect of these
         losses  have been  offset by a  valuation  allowance  arising  from the
         Company's assessment of likelihood of realization.  The availability of
         these losses expires as follows: 2003 - $1,449,000;  2004 - $2,944,000;
         2005  -  $537,000;  2006  -  $2,227,000;  2007  -  $2,532,000;  2008  -
         $2,858,000; 2009 - $4,358,000; 2010 - $2,441,000; 2011 - $661,000; 2013
         - $893,000;  2014 - $840,000;  2015 -  $787,000;  $959,000 - 2016;  and
         $1,052,000 - 2017.



                                      F-9
<PAGE>

         No income  taxes  were paid or payable  by the  Company  during the two
         fiscal years ending January 31, 2002.

9.       SHARE CAPITAL

         (a)      Authorized Capital

                  30,000,000 common shares of $.01 par value per share
                  10,000,000 preferred shares of $.01 par value per share

                  The preferred  shares may be issued in one or more series with
                  the rights, privileges, restrictions and conditions determined
                  by the directors prior to each issue.

                  The directors have designated 1,750 preferred shares as Series
                  A,  participating,   voting,   convertible,   $.01  par  value
                  (liquidation value $1,000 each) and 1,500,000 preferred shares
                  as Series B participating, voting, convertible, $.01 par value
                  (liquidation  value $3 each). Each preferred share is entitled
                  to the number of votes and dividends  based on the  conversion
                  ratio, subject to shareholder  authorization of an increase in
                  the  Company's   authorized  common  shares.  The  shares  are
                  currently  convertible  at the  option  of the  holder  in the
                  ratios of 4,000 common  shares for each Series A and 10 common
                  shares  for each  Series B  preferred  share.  The  conversion
                  ratios for Series A and B are  subject to  adjustments  in the
                  event of subsequent  issues of shares or convertible  debt for
                  consideration  less  than  $.25  and $.30  per  common  share,
                  respectively.

                  The Company has issued  operations  advances with  conditional
                  conversion  rights  which,  if  exercised,  will  require  the
                  Company  to issue  additional  common  shares in excess of the
                  Company's authorized common share capital. The Company has not
                  requested   shareholder  approval  for  any  increase  in  its
                  authorized  common  shares,  and  consequently  the conversion
                  privilege  is not  effective.  The  reported  ratios  for  all
                  convertible  debt have not been  adjusted so as to assume that
                  required approvals have been obtained.

                                      F-10
<PAGE>
<TABLE>
         (b)      Issued Capital
                                                                   Price
                                                                 Per Share           Shares       Consideration
                                                                 ---------           ------       -------------
                  <S>                                         <C>                       <C>         <C>
                  Preferred Shares - Series A
                      1992-cash                               $     1,000               1,450       $1,450,000
                                                                                    ---------       ----------

                  Preferred Shares - Series B
                      1994-cash                                         3             228,917       $  686,751
                      1996 - conversion to common                                     (62,500)        (187,500)
                                                                                      --------      ----------
                                                                                      166,417          499,251
                                                                                      -------       ----------
                  Common Shares
                      1987-cash                               $         1                 500              500
                      1988 - cash contributed to
                         capital by parent                                                  -          564,397
                                                                                    ---------        ---------
                                                                                          500          564,897
                      1990 - cash contributed to capital
                         by parent                                                          -        3,067,711
                      - cash via convertible
                         promissory notes                          20,000                  98        1,960,000
                      - cash and subscriptions on
                         private placement                         20,000                 180        3,600,000
                      - share issue costs
                            other                                                                      (78,071)
                            related parties                             -                   -          (24,242)

</TABLE>

                                      F-11
<PAGE>
<TABLE>
         (b)      Issued Capital (continued)
                                                                       Price
                                                                     Per Share       Shares           Consideration
                                                                     ---------       ------           -------------

                  <S>                                                <C>            <S>                      <C>
                  1991     - cash on private placement               $ 20,000                 l              20,000
                           - share issue costs                                                -             (13,295)
                                                                                     ----------         -----------
                                                                                            779         $ 9,097,000
                  1991     - Split on a 17,721 for 1 basis                           13,804,659
                  1992     - 1995 - No common shares were issued
                  1996     - Shares issued on conversion
                              of Series B Preferred                                     682,500           $ 187,500
                                                                                       --------           ---------

                                                                                     14,487,159         $ 9,284,500
</TABLE>
         (c)      Conversion of Operating Advances

                  Dilution assumes  conversion  privilege for operating advances
                  which is conditional upon  shareholder  approval of additional
                  authorized   shares  of  common  stock.  No  such  shareholder
                  approval has yet been requested or obtained.

10.      SEGMENTED INFORMATION

         All of the Company's property interests are in the United States.


                                      F-12
<PAGE>

                                POWER OF ATTORNEY



The undersigned does hereby  constitute and appoint C. B. Robertson,  III and F.
Claiborne  Johnston,  Jr.,  his true and lawful  attorneys-in-fact,  any of whom
acting singly is hereby  authorized for him and in his name and on his behalf as
a director and/or officer of St. George Metals, Inc. (the "Company",  to act and
to execute any and all  instruments as such attorneys or attorney deem necessary
or advisable to enable the Company to comply with the Securities Exchange Act of
1934, and any rules, regulations, policies or requirements of the Securities and
Exchange  Commission (the  "Commission") in respect thereof,  in connection with
the preparation and filing with the Commission of the Company's Annual Report on
Form 10-KSB for the fiscal year ended  January 31, 2002,  together  with any and
all other  reports  required to be filed under the  Securities  Exchange  Act of
1934, as amended, and any and all amendments to such Reports, together with such
other  supplements,  statements,  instruments and documents as such attorneys or
attorney deem necessary or appropriate.

The  undersigned  does  hereby  ratify and  confirm  all his said  attorneys  or
attorney shall do or cause to be done by the virtue hereof.

WITNESS the execution this 24 day of April, 2002.




                                          /s/ C. B. Robertson, III
                                          --------------------------------
                                          (Signature)



                                          C. B. Robertson, III
                                          (Type or Print Name)


<PAGE>



                                POWER OF ATTORNEY



The undersigned does hereby  constitute and appoint C. B. Robertson,  III and F.
Claiborne  Johnston,  Jr.,  his true and lawful  attorneys-in-fact,  any of whom
acting singly is hereby  authorized for him and in his name and on his behalf as
a director and/or officer of St. George Metals, Inc. (the "Company",  to act and
to execute any and all  instruments as such attorneys or attorney deem necessary
or advisable to enable the Company to comply with the Securities Exchange Act of
1934, and any rules, regulations, policies or requirements of the Securities and
Exchange  Commission (the  "Commission") in respect thereof,  in connection with
the preparation and filing with the Commission of the Company's Annual Report on
Form  10-KSB  for the  fiscal  year  ended  January  31,  2002,  and any and all
amendments  to such Report,  together with such other  supplements,  statements,
instruments  and  documents  as such  attorneys  or attorney  deem  necessary or
appropriate.

The  undersigned  does  hereby  ratify and  confirm  all his said  attorneys  or
attorney shall do or cause to be done by the virtue hereof.

WITNESS the execution this 22 day of April, 2002.



                                          /s/ Harrison Nesbit, II
                                          ----------------------------------
                                          (Signature)



                                          Harrison Nesbit, II
                                          (Type or Print Name)