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, 1999

                                       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)

                              125 NATIONSBANK PLAZA
                            RICHMOND, VIRGINIA 23219
                    (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) 644-3434
                         ------------------------------

        INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES [X] NO [ ]

        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. [ ]

        THE REGISTRANT HAD REVENUES IN ITS MOST RECENT FISCAL YEAR OF $65,000.
AS A DEVELOPMENT STAGE COMPANY, ALL REVENUES WERE NETTED AGAINST MINING COSTS.

        AS OF MARCH 31, 1999, 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 $10,000 BASED ON THE CLOSING SALES PRICE
($0.001 PER SHARE) IN FEBRUARY, 1999, THE LAST REPORTED TRADE DATE.


<PAGE>
                                     PART I
ITEM 1.   BUSINESS

SIGNIFICANT DEVELOPMENTS DURING YEAR ENDED JANUARY 31, 1999

        During the year ended January 31, 1999, the Company engaged in no
significant business activities other than the sale or sub-lease of certain
properties as described in Item 2 below, and certain environmental remediation
work undertaken with the supervision of the Nevada Division of Environmental
Protection (NDEP) at its former Dean Mine property. As previously reported, the
Company posted a $220,000 cash bond with NDEP in fiscal 1996 to cover
reclamation costs associated with the 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 and 1999, NDEP authorized partial releases from the cash bond to pay
for work performed. At January 31, 1999, $80,000 remained available under the
cash bond. In order to permit the Company to pay its independent contractor for
reclamation work completed but not yet funded under its cash bond, shareholders
of the Company have 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, 1999,
shareholder advances totaled $562,000, as increase of $242,000 from the $320,000
outstanding at January 31, 1998.

        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 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.

        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 has been and remains doubtful. Accordingly, the Company may not be able to
continue filing periodic reports with the Securities and Exchange Commission. As
was the case in 1997 and 1998, the financial statements included with this Form
10-KSB are not audited because the Company was 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.

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 being undertaken at
the Company's Dean Mine site. These activities and other information concerning
properties still held by the Company are described in "Item 2 - Properties"
below.

<PAGE>

        EMPLOYEES; OFFICES. 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 the Company has terminated all employees and most of its
consultant relationships. During the fiscal years ended January 31, 1997, 1998
and 1999, the Company had no employees. The Company previously owned a house and
small office building, both in Battle Mountain, Nevada, which functioned as an
office and as employee housing. These properties were sold in December, 1994,
and June, 1995, respectively. At the present time the Company's executive office
in Richmond, Virginia, is maintained in the office of its Board Chairman, C. B.
Robertson, III. 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. See
"Item 12 - Certain Relationships and Related Transactions" below.

ITEM 2.   PROPERTIES

        MINING PROPERTIES. The Company's former and remaining properties are
located in the Battle Mountain area of north central Nevada. The Battle Mountain
area comprises the central portion of the Battle Mountain-Eureka Gold Belt, a
chain of over 14 known metal deposits which stretch approximately 100 miles from
the Marigold deposit in the northwest, to the Windfall Mine in the southeast.
Four of the 14 known deposits are located in the Battle Mountain area, the most
significant of which is the Fortitude Mine of Battle Mountain Gold Company.

        TITLE MATTERS. Over the years, the Company acquired ownership and
leasehold interests in a number of patented (titled or deeded) and unpatented
(not titled or deeded, but where the holder has mineral rights to the land,
providing assessment work is done annually) mining claims. In most cases, the
Company's purchase price or lease obligations, as the case may be, extend over a
period of time not yet completed and are not paid in full. Also, each of the
purchase or lease agreements has obligated the Company to pay royalties to the
sellers or lessors if production commences. Failure to comply with these
agreements, or with the law and regulations which govern the maintenance of
unpatented mining claims, could cause a loss of the Company's interest in these
properties.

        Under federal law, unpatented mining claims grant the holder equitable
title to the claim, with fee title remaining with the United States Government
as the owner of public lands. An unpatented mining claim permits the holder to
exclusive use of all minerals and to the non-exclusive use of the surface
subject to the right of the United States Government and other non-mining uses
of the land. Unpatented claims are acquired by staking, posting, and recording a
claim, and are maintained by performing annual work and recording affidavits
with the U.S. Bureau of Land Management. Patented claims are acquired by filing
applications with the United States Government. A patented claim grants the
holder exclusive fee title to the surface and minerals. In light of the time and
expense required to secure a patented claim, and the policy of the United States
Government to retain title to public lands, patent applications customarily are
not filed. Unpatented claims are, therefore, widely held and recognized in the
mining industry.

        The Company obtained various title opinions with respect to each of its
properties which has been the subject of significant exploration activity. The
opinions obtained to date typically suggested that the Company undertake various
curative actions which, if not taken, could materially impair the Company's
property interests. The Company has endeavored to cure any deficiencies of which
it is aware.

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

DEAN MINE PROPERTY

        The Company's principal property used in it business during the past
five years 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, 1997 and 1998.

<PAGE>

        In March, 1996, the Company received written notice of termination of
its lease on the Dean Mine property from Cascade Resources Joint Venture, the
lessor, for non-payment of rent, aggregating $38,400, since June, 1995. The
Company accepted the notice of termination, which became effective March 11,
1996, but denied the lessor's contention that the Company owed a $75,000
production fee under the lease agreement. This matter was resolved by payment of
all back rent claimed by the lessor in settlement of all claims under the lease
agreement. By its terms, the Company's ten-year lease on the Dean Mine property
would have expired in October, 1996, had it not been terminated earlier. See
Item 1 above.

        On November 5, 1996, the NDEP issued a Finding of Alleged Violation and
Order, requiring compliance with the terms and conditions of the Order by the
dates specified in the Order, a copy of which is filed as Exhibit 10.37. These
terms and conditions related generally to mine closure requirements. Subsequent
to issuance of the Order, the Company responded to NDEP in writing concerning
its plan to meet each of the points raised in NDEP's Order. At the present time,
the Company believes that it has satisfied the requirements of the Order in all
material respects.

        As previously reported, during the year ended January 31, 1996, the
Company completed posting a cash bond in the amount of $220,000 as required by
the Nevada Division of Environmental Protection, to cover reclamation costs on
the Dean Mine property. As a result of reclamation efforts undertaken by the
Company during fiscal 1998 and 1999, the balance remaining under the foregoing
cash bond at January 31, 1999 was $80,000.

        Information concerning the Company's remediation and reclamation
activities during fiscal 1999 at the Dean Mine property is contained in Item 1
above under "Significant Developments During Year Ended January 31, 1999."

AMAX/DRACO AND HANCOCK CANYON PROPERTIES

        The Company's principal remaining properties, known as AMAX/Draco and
Hancock Canyon, are described below. The Company carries these interests on its
books at a nominal $1.00 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 consists 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 has 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
provides for an option expiring October 9, 1999, pursuant to which the optionee
may purchase the subject property (described as the "BXA" group of unpatented
lode claims in Lander County, Nevada) for a purchase price of $75,000, subject
to a reserved 1% net smelter royalty to the Company. The option price payable to
the Company aggregates $70,000, paid $10,000 upon satisfaction of certain
conditions, with the balance paid $10,000 on the first anniversary of the
effective date, $20,000 on the second anniversary, and $30,000 on the third
anniversary. The optionee retains the right to terminate the option at any time.
The optionee made its third and final anniversary payment in the fall of 1998.

        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 the remaining 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 is payable on the first
anniversary; and $25,000 is payable on the second anniversary and annually
thereafter, subject to escalation in certain circumstances. Under the agreement,
the Company has retained a 4% net smelting royalty, subject to reduction in the
event of the exercise of certain option rights granted to Triband Resources.

        Hancock Canyon. The Company acquired various properties from Auritech in
1987. The mining lease encompassed five properties, Indian Grouse, Horse Canyon,
Hancock Canyon, Mill Creek and Trenton Canyon. The lease obligated the Company
initially to issue to Auritech 250,000 shares of Common Stock. Further, the
lease contemplated the issuance of 150,000 shares of Common Stock for each
property brought to production. A net smelter royalty of 0.5% would also be due
in the event of production on the properties. Annual lease payments are paid to
Santa Fe Minerals pursuant to an underlying lease. These properties were subject
to various joint venture agreements,

<PAGE>

all of which were later terminated. Additionally, the Company has terminated the
leases for the Horse Canyon, Indian Grouse, Mill Creek and Trenton Canyon
properties.

        The Company has retained the Hancock Canyon property. This property,
consisting of 58 claims, is located on the western side of the Shoshone Range,
approximately 2 miles north of Mill Creek and approximately 25 miles south of
Battle Mountain. In 1994, the Company undertook additional steps to clear title
to the Hancock Canyon property in anticipation of a possible joint venture with
another mining company, but no such joint venture was ever agreed upon. The
Company has obtained title to Hancock Canyon, but it still is obligated to
Barringer Technologies, Inc., the successor to the prior owner, for the net
smelter royalty and, after the Company has spent $80,000 on drilling into that
property, a payment in the form of 150,000 shares of Company Common Stock.

        As previously reported, in November, 1996, the Company granted an option
on the Company's Hancock Canyon property to Cameco (U.S.) Inc. for a purchase
price of $65,000, which was paid $10,000 upon execution of the options agreement
with the balance payable $10,000 on the first anniversary of the execution date
(paid October, 1997), $15,000 on the second anniversary and $30,000 on the third
anniversary, subject to a reserved 2.5% net smelter royalty. In April 1998,
Cameco gave notice of termination of its option agreement on the Hancock Canyon
property.

        Also, although the Company terminated the lease for Trenton Canyon, it
has staked over that property. Lode claims, Mill 1 through 31, have been staked
in the Battle Mountain area on the west side of Antler Peak which adjoins Santa
Fe's North Peak project to the west. If the Company should ever develop that
property, it may be obligated to pay the prior owner the net smelter royalty of
0.5%.

        As previously reported, the Hancock and Trenton Canyon properties were
written down, together with certain other properties, to a nominal $1.00 value
at year-end January 31, 1995.

        Other Leasehold Interests. The Company also holds under lease a group of
claims on properties in the Battle Mountain area known as Whiskey Canyon and Red
Cap. As previously reported, in August 1998, the Company entered into an
agreement with Triband Resources U.S. Inc., as described above. This agreement
covered the Company's leasehold interest in the Whiskey Canyon and Red Cap
claims, as well as the AMAX/Draco claims described above.

        Dean Mine Mill Site. As previously reported, effective October 30, 1998,
the Company concluded an agreement with an unrelated third-party for the sale of
the Company's approximate 560 acre tract (known as the Dean Mine mill site) for
$20,000.

ITEM 3.   LEGAL PROCEEDINGS

        None.

ITEM 4.   SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

        None.


<PAGE>


                                     PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

        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 (Symbol:
SGGM) for the periods shown were as follows:*

                                          Fiscal Year ended January 31,
                                             1998                  1999
                                     High Bid     Low Bid   High Bid   Low Bid

    First Quarter                    $ 0.001     $0.0001    $ 0.001    $0.0001
    Second Quarter                     0.001      0.0001      0.001     0.0001
    Third Quarter                      0.001      0.0001     0.0001     0.0001
    Fourth Quarter                     0.001      0.0001     0.0001     0.0001

     First Quarter  fiscal 1999 (through  March 31, 1999):  3 trades  reported.
High/low  prices  unchanged from Fourth Quarter.
---------------
*       The trading information listed in this table may not be representative
        because the trading of Company Common Stock reflected by the NASD
        bulletin board is sporadic and no trades were reported during a number
        of months. Approximately 13 trades were reported during fiscal 1999.

        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, 1999, 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.



<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, 1999

        During the year ended January 31, 1999, the Company engaged in no
        material business activities other than (i) to undertake certain
        environmental remediation work at its former Dean Mine site in Battle
        Mountain, Nevada area; and (ii) to sell or lease, in the ordinary course
        of business, certain of its remaining properties.

        During the year the Company had cash receipts of $65,000. These
        consisted of a $30,000 payment under one existing lease agreement, a
        $20,000 payment under a contract for the sale of one piece of property,
        and a $15,000 payment upon the commencement of a new sub-lease agreement
        for certain properties. The Company continued to incur substantial
        remediation expenses in order to comply with certain requirements of the
        Nevada Division of Environmental Protection (NDEP) with respect to the
        Company's former Dean Mine leasehold. Although accounts payable at
        January 31, 1999, decreased from $199,000 the prior year to $52,000,
        advances from shareholders, which were made to permit the Company to pay
        for certain of this work, increased from $320,000 to $562,000 at January
        31, 1999.

        The Company had a net loss of $840,000 ($.05 per share) for the year
        compared to a net loss of $895,000 ($.06 per share) the prior year.
        Accrued interest for the year, was $717,000, compared to $554,000 the
        prior period; reclamation expenses were $159,000 compared to $363,000
        the prior period. Professional fees were $29,000 compared to $13,000 the
        prior period, mostly as a result of new property sale and lease
        transactions.

        Total assets at year end were $86,000, with $6,000 in cash and $80,000
        in other assets (balance of reclamation bond posted with NDEP). At
        year-end the Company had current liabilities of $4,075,000, an increase
        of $856,000 over the prior year (of this increase, $771,000 was
        attributable to accrued interest expense), and long-term debt of
        $6,945,000. Shareholder equity was negative ($10,934,000), compared to
        ($10,094,000) at January 31, 1998.

(b)     Results of Operations for the Year Ended January 31, 1998

        During the year ended January 31, 1998, the Company engaged in no
        material business activities other than (i) to undertake certain
        environmental remediation work at its former Dean Mine site in the
        Battle Mountain, Nevada area; and (ii) to continue to explore possible
        arrangements for the lease or sale of certain of its remaining
        properties.

        During the year the Company had cash receipts of $30,000 under its two
        existing option agreements with Cameco (U.S.), Inc. for the purchase of
        certain Company properties. The Company incurred substantial remediation
        expenses in order to comply with certain requirements of the Nevada
        Division of Environmental Protection (NDEP) with respect to the
        Company's former Dean Mine leasehold. As a result, accounts payable at
        January 31, 1998, increased to $199,000 from $44,000 the prior year and
        shareholder advances, which were made to permit the Company to pay for
        certain of this work, increased from $131,000 in the prior year to
        $320,000 at January 31, 1998.

        The Company had a net loss of $893,000 ($.06 per share) compared to net
        recovery of $65,000 ($.00 per share) for the previous year. Accrued
        interest was $554,000 compared to $425,000 the prior period; reclamation
        expenses were $333,000 compared to zero for the prior period.
        Professional fees were $13,000 compared to $12,000 for the prior year;
        and general and administrative expenses were $5,000 compared to $1,000
        the prior year.

        Total assets at year end were $124,000, with $4,000 cash and $120,000 in
        other assets (balance of reclamation bond posted with NDEP). At year-end
        the Company had current liabilities of $3,219,000, an increase of
        $874,000 over prior year (of this increase, $650,000 was attributable to
        accrued interest expenses), and long term debt of $6,999,000.
        Shareholder equity was negative ($10,094,000), compared to ($9,201,000)
        at January 31, 1997.

<PAGE>

(c)     Liquidity and Capital Resources at Year End January 31, 1999

        The Company had no material liquidity or capital resources at year end,
        January 31, 1998. At that date, the Company had current assets of $6,000
        and current liabilities of $4.075 million. Current liabilities include
        $3.371 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 payments under option agreements for the
        sale of certain capital assets and in the form of advances from a
        principal shareholder) during the twelve-month period ended January 31,
        1999. The Company continues to seek to satisfy its trade creditors and
        other operational expenses other than through a court supervised
        process. The Company does not presently expect to be in a position to
        make any payments on its Operations Advances (which are payable solely
        from 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.

(d)     Accounting Changes

        In February, 1993, the Financial Accounting Standards Board issues
        Statement No. 109, "Accounting for Income Taxes". Statement No. 109
        requires a change from the deferred method of accounting for income
        taxes to the asset and liability method of accounting for income taxes.
        Under the asset and liability method, deferred tax assets and
        liabilities are recognized for the estimated future tax consequences
        attributable to differences between the financial statement carrying
        amounts of existing assets and liabilities and their respective tax
        basis. Effective February, 1994, the Corporation adopted Statement No.
        109 on a prospective basis. There is no effect on the Corporation's
        statement of operations for the year ended January 31, 1995 as a result
        of the adoption of Statement No. 109. The effective tax rate and
        components of income tax expense at January 31, 1995 did not change
        significantly from that at January 31, 1994.

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, 1999.


<PAGE>


                                    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

<TABLE>
<CAPTION>
           NAME                    AGE                  POSITIONS HELD                    SINCE
<S>  <C>
Harrison Nesbit II                 71           Director                                  1989

Fred G. Pollard                    80           Director                                  1993

C. B. Robertson III                63           Director; Chairman of the Board           1993
                                                effective September 1, 1993

Ralph D. Rooney                    73           Director                                  1984
--------------
</TABLE>

        Harrison Nesbit, II has served since 1961 as Chairman of Godine, Nesbit,
McCabe, an insurance firm located in Charlottesville, Virginia. Mr. Nesbit also
serves as a director of Figgie International, Inc., an operating company
servicing consumer, technical, industrial and service markets worldwide.

        Fred G. Pollard has been an attorney since 1942. He is presently Of
Counsel to the law firm of Williams, Mullen, Christian & Dobbins 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.

        Ralph D. Rooney was elected Senior Chairman and member of the Board of
Directors of the Company in 1984. Mr. Rooney has, for many years, been
self-employed as a prospector.


                               EXECUTIVE OFFICERS

       NAME                    POSITIONS HELD                        SINCE

C. B. Robertson III            Chairman of the Board                 1993
                               effective September 1, 1993

Harrison Nesbit, II            Treasurer                             1995

---------------

        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

<PAGE>

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, 1999. 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, 1999.

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, 1999, 1998 and 1997 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)              1999     $      0       --        --             --
       Chairman of the Board        1998     $      0       --        --             --
       and acting CEO               1997     $      0       --        --             --
</TABLE>

(1)     No stock options were granted in the fiscal years ending January 31,
        1997, 1998 or 1999.
(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, 1999 under the 1989 Stock Plan (the "Plan").

        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, 1999 under the Plan.

        COMPENSATION PLANS. 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. 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, 1999 by (i) each person known to be
the beneficial owner of, directly or indirectly, or to control or direct, as of
January 31, 1999, 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.

<PAGE>

<TABLE>
<CAPTION>
                                                    AMOUNT AND NATURE
                                                     OF  BENEFICIAL
                                                        OWNERSHIP
                                                        OF COMMON           PERCENTAGE OF
      NAME AND ADDRESS        TITLE OF CLASS            STOCK* **            CLASS OWNED*

<S>  <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 Cary Street
Richmond, Virginia  23219

C. B. Robertson, III             Common Stock           1,128,605  (4)           7.29%
125 NationsBank Center
Richmond, Virginia  23277

Ralph D. Rooney                  Common Stock             484,134                3.36%
St. George Metals, Inc.
P. O. Box 548
Battle Mountain, Nevada

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

All directors and                Common Stock           3,747,638               22.73%
    executive officers
    as a group (4 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.

<PAGE>

(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.

(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,
1999. During the fiscal year ended January 31, 1998, Mr. Robertson advanced
$188,910 to the Company for the payment of operating expenses. During 1999, Mr.
Robertson advanced $192,000 to the Company for the payment of certain operating
expenses. During 1997, Mr. Robertson advanced $12,000 to the Company for
operating purposes which amount was repaid without interest during the year. See
Note 6 of Notes to Financial Statements.


<PAGE>


ITEM 13.  EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K

(a)(1) Financial Statements (see Financial Statements at Page F1)

(a)(2) Financial Schedules

        No Financial Schedules are required.

(a)(3) Exhibits

<TABLE>
<CAPTION>

          Exhibit No.                             Exhibit
<S>     <C>

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

            3.2(1)           Copy of Bylaws of Registrant.

           10.7(1)           Copy of Agreement dated June 19, 1987, between Auritech Joint Venture and St.
                             George Minerals Inc., as amended.

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

           10.26(4)          Certificate of  Designation,  Preferences,  Rights and  Limitations of Series A
                             Preferred Stock, $.01 par value, of St. George Metals, Inc.

           10.27(4)          Loan Agreement between St. George Metals, Inc. and borrowers (plus exhibits).

           10.30(6)          Certificate of  Designation,  Preferences,  Rights and  Limitations of Series B
                             Preferred Stock.

           10.31(6)          Subscription Agreement for Private Placement of Series B Preferred Stock.

           10.33(7)          Form of Operations Advance.

           10.34(7)          Form of Gold Delivery Contract.

           10.35(8)          Option  Agreement  dated as of February 21, 1996 between the Company and Cameco
                             (U.S.) Inc.

           10.37(10)         Finding of Alleged  Violation  and Order  dated  November 5, 1996 by the Nevada
                             Division of Environmental Protection

           10.39(11)         Mineral  Lease and  Option  Agreement,  effective  July 8,  1998,  between  the
                             Company and Triband Resource (U.S.) Inc.

              24             Powers of Attorney, filed herewith.
</TABLE>

------------
(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 Annual Report on Form 10-KSB, for
        fiscal year ended January 31, 1992.
(3)     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.
(4)     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.
(5)     Filed as an exhibit to the Company's current report on Form 8-K, dated
        June 15, 1992.
(6)     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.
(7)     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.
(8)     Filed as an exhibit to the Company's Quarterly Report on Form 10-QSB for
        the fiscal quarter ended April 30, 1996, as amended and incorporated
        herein by reference to such filing.
(10)    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.
(11)    Filed as an exhibit to the Company's Quarterly Report on Form 10-QSB for
        the fiscal quarter ended July 31, 1998, 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).


<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 28, 1999                     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.

<TABLE>
<CAPTION>
           SIGNATURE                                CAPACITY                         DATE
<S>     <C>

* /S/ C. B. ROBERTSON, III                   CHAIRMAN OF THE BOARD             APRIL 28, 1999
-----------------------------                AND DIRECTOR (PRINCIPAL
C. B. ROBERTSON, III                         EXECUTIVE OFFICER)


* /S/ HARRISON NESBIT, II                    TREASURER (PRINCIPAL              APRIL 28, 1999
-----------------------------                FINANCIAL AND
HARRISON NESBIT, II                          ACCOUNTING OFFICER)


* /S/ HARRISON NESBIT II                     DIRECTOR                          APRIL 28, 1999
-----------------------------
HARRISON NESBIT II

* /S/ FRED G. POLLARD                        DIRECTOR                          APRIL 28, 1999
-----------------------------
FRED G. POLLARD

* /S/ RALPH D. ROONEY                        DIRECTOR                          APRIL 28, 1999
-----------------------------
RALPH D. ROONEY

</TABLE>

* BY /S/ C.B. ROBERTSON, III
C. B. ROBERTSON, III
ATTORNEY-IN-FACT

<PAGE>


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


                           JANUARY 31, 1999 AND 1998

                     (EXPRESSED IN THOUSANDS U.S. DOLLARS)






    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

                                       F-1







<PAGE>

                             ST. GEORGE METALS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                    UNAUDITED
                                 BALANCE SHEETS
                            JANUARY 31, 1999 AND 1998

                    (EXPRESSED IN THOUSANDS OF U.S. DOLLARS)
<TABLE>
<CAPTION>

                                                                    1999              1998
                                                                    ----------------------
<S>     <C>

        ASSETS
CURRENT
    Cash                                                         $     6           $     4

OTHER - Reclamation deposit                                           80               120
                                                                 -------           -------

    TOTAL                                                        $    86           $   124
                                                                 -------           -------

        LIABILITIES
CURRENT
    Accounts payable                                             $    52           $   199
    Advances from shareholders                                       562               320
    Accrued interest payable                                       3,371             2,600
    Accrued mineral interests reclamation costs                       90               100
                                                                 -------           -------
                                                                   4,075             3,219

LONG TERM-DEBT
    Other                                                          1,888             1,888
    Related parties                                                5,057             5,111
                                                                 -------           -------

    TOTAL LIABILITIES                                             11,020            10,218
                                                                 -------           -------

        SHAREHOLDERS' DEFICIT
SHARE CAPITAL
    Authorized
        10,000,000 Preferred shares -
           Par value $.01 per share
        30,000,000 Common shares -
           Par value $.01 per share
    Issued and paid in capital
             1,450  Series A Preferred shares                      1,450             1,450
           166,417  Series B Preferred shares                        499               499
        14,487,159  Common shares                                  9,285             9,285
    Deficit accumulated during development stage                 (22,168)          (21,328)
                                                                 --------          --------
                                                                 (10,934)          (10,094)
                                                                 --------          --------
    TOTAL                                                        $    86           $   124
                                                                 --------          --------
</TABLE>

                             PREPARED BY MANAGEMENT

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

                                      F-2
<PAGE>


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

                                    UNAUDITED
                          STATEMENT OF LOSS AND DEFICIT
                  FOR THE YEARS ENDED JANUARY 31, 1999 AND 1998
                    (EXPRESSED IN THOUSANDS OF U.S. DOLLARS)

<TABLE>
<CAPTION>

                                                CUMULATIVE                 YEARS ENDED
                                                JANUARY 31,                JANUARY 31,
                                                   1999              1999              1998
                                                   ----              ----              ----

<S>     <C>

REVENUE
    Option fees and other                    $      95         $      65           $        30
                                             ---------         ---------           -----------

ADMINISTRATIVE COSTS
    Related party administration charges     $     377         $                   $
    Related party fees                             611
    General and administrative                     749                 8                    5
    Interest                                     3,759               717                  554
    Reclamation and other costs                    522               159                  363
    Professional fees                            1,183                29                   13
    Salaries and benefits                          892
    Shareholder information                        239
    Loss on disposal of agreement
       receivables                                  22
    Fees and recoveries                      (     247)                -                    -
                                             ----------        ---------           ----------

    TOTAL ADMINISTRATIVE COSTS                   8,107               913                  935
                                             ---------         ---------           ----------

LOSS BEFORE WRITE DOWN OF MINERAL
    INTEREST                                     8,012               848                  905

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

NET LOSS BEFORE
    INTEREST INCOME                             22,606               848                  905

INTEREST INCOME                                    438                 8                   12
                                             ---------         ---------           ----------

NET LOSS                                     $  22,168               840                  893
                                             ---------

DEFICIT BEGINNING OF PERIOD                                       21,328               20,435
                                                               ---------           ----------

DEFICIT END OF PERIOD                                          $  22,168           $   21,328
                                                               ---------           ----------

BASIC LOSS PER SHARE
    IN U.S. DOLLARS                                            $     .05           $      .06

WEIGHTED AVERAGE NUMBER OF                                     14,487,159          14,487,159
    COMMON SHARES OUTSTANDING
</TABLE>
                             PREPARED BY MANAGEMENT

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS


                                      F-3

<PAGE>


                             ST. GEORGE METALS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                    UNAUDITED
                            STATEMENTS OF CASH FLOWS
                  FOR THE YEARS ENDED JANUARY 31, 1999 AND 1998

                    (EXPRESSED IN THOUSANDS OF U.S. DOLLARS)

<TABLE>
<CAPTION>

                                              CUMULATIVE                   YEARS ENDED
                                              JANUARY 31,                  JANUARY 31,
                                                 1999                1999            1998
                                                 ----                ----            ----
<S>     <C>
FUNDS PROVIDED (USED) BY OPERATING
    ACTIVITIES
    Net recovery (loss) for the period         $(22,168)          $  (840)          $ (893)

    WRITE DOWN OF MINERAL INTEREST               15,086                -                 -

    CHANGES IN OTHER NON-CASH
        WORKING CAPITAL ITEMS                     4,075              856               874
                                               --------          -------           -------
                                                 (3,007)              16               (19)
                                               ---------         -------           --------

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

    LONG-TERM DEBT                                6,945              (54)              (97)
                                               --------          --------          --------
                                                 18,179              (54)              (97)
                                               --------          --------          --------

INVESTING ACTIVITIES
    Reclamation deposits                            (80)              40               100
    Mineral interest (recovery)                 (15,086)               -                 -
                                               ---------         -------           -------
                                                (15,166)               -               100
                                               ---------         -------           -------

INCREASE (DECREASE) IN CASH                           6                2           (    16)
CASH BALANCE BEGINNING OF PERIOD                      -                4                20
                                               --------          -------           -------
CASH BALANCE END OF PERIOD                     $      6          $     6           $     4
                                               --------          -------           -------
</TABLE>
                             PREPARED BY MANAGEMENT

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

                                      F-4

<PAGE>


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

                        NOTES TO THE FINANCIAL STATEMENTS
                                    UNAUDITED

                            JANUARY 31, 1999 AND 1998

                           (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, 1999 and 1998, the Company's liabilities exceeded
        total assets by $10,934,000 and $10,094,000 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 Company is also required to

                                      F-5
<PAGE>

        complete reclamation on its Dean Mine project at an estimated cost of
        $220,000. 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.

        (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

                                      F-6
<PAGE>
               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
                                                    1999              1998
                                                    ----              ----

        Reclamation deposits                     $80,000          $120,000
                                                 =======          ========

        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

                                      F-7

<PAGE>
        reclamation commitments. The funds will not be available for general
        working capital purposes until such time as the approved reclamation
        program has been completed. During the year ended January 31, 1999 and
        1998, the State of Nevada authorized the release of $40,000 and
        $100,000, respectively, from the reclamation deposits as reclamation
        work was performed.

5.      FUNDS PROVIDED (USED BY) OTHER NON-CASH WORKING CAPITAL ITEMS

<TABLE>
<CAPTION>

                                            Cumulative to                Years Ended
                                             January 31,                 January 31,
                                                1999              1999               1998
                                                ----              ----               ----
<S>     <C>

        Accounts payable                    $   52,032           $(147,022)      $  154,232
        Accrued interest payable
           - Term notes and advances         3,370,779              770,365         650,907
        Accrued mineral interests
           reclamation costs                    90,000              (10,000)       (120,000)
        Advances from shareholder              561,910              242,000         188,910
                                            ----------           ----------      ----------

                                            $4,074,721           $  855,343      $  874,049
                                            ==========           ==========      ==========
</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, 1999, accrued interest on shareholder advances
        was $12,900 for the year, and total accrued interest as of January 31,
        1999, was $105,397.

                                      F-8
<PAGE>


7.      LONG-TERM DEBT

<TABLE>
<CAPTION>

                                                                   1999             1998
                                                                   ----             ----
        <S>     <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           781,260             835,000

        (c)  Term Notes payable, bearing interest at quoted bank prime rate plus
             l %. (Effective rate - 9.5 %.)

             Third parties                                     1,300,000           1,300,000
             Related parties                                   3,000,000           3,000,000
                                                              ----------         -----------
                                                              $6,945,603         $6,999,343
</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, 1999
             and 1998.

        (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, 1999, the equivalent value of the gold obligation was

                                      F-9

<PAGE>


             $781,260, a reduction from the prior year of $53,740 to reflect
             changes in the price of gold. Related party interest charges for
             the fiscal years ended January 31, 1999 and 1998 include provisions
             of $(53,740) and $(97,000), respectively, for decrease in the value
             of the gold obligation during the periods shown.

        (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, 1999 and 1998. In 1993, the Company made interest
             payments of $120,290. Interest payable as at January 31, 1999 is
             summarized as follows:
                                      F-10
<PAGE>

<TABLE>
<CAPTION>

                                                   Third            Related
Year Ended                                        Parties           Parties            Total
<S>     <C>
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                              $1,137,314       $ 2,128,068     $ 3,265,382

Accrued on Shareholder Advances                                                      105,397
                                                                                  ----------
                                                                                  $3,370,779
</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: 2000 - $Nil; 2001 - $Nil; 2002 - $Nil;
               2003 - $Nil; 2004 - $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.

                                      F-11

<PAGE>

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, 1998, tax losses of approximately $21,290,000 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: 2000 - $3,000; 2002 - $378,000; 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; and 2013 - $893,000.

        No income taxes were paid or payable by the Company during the two
        fiscal years ending January 31, 1999.

9.      COMPARATIVE FIGURES

        The comparative figures have been restated where necessary to conform to
        the current year's financial statement presentation.

10.     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

                                      F-12

<PAGE>

               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-13

<PAGE>


        (b)    Issued Capital
<TABLE>
<CAPTION>

                                                      Price
                                                    Per Share        Shares     Consideration
                                                    ---------        ------     -------------
               <S>     <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-14


<PAGE>


        (b)    Issued Capital (continued)
<TABLE>
<CAPTION>

                                                          Price
                                                        Per Share    Shares        Consideration
                                                        ---------    ------        -------------
               <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     $ 9,097,000
               1992   - 1995 - No common shares were issued         13,804,659       9,097,000
               1996   - Shares issued on conversion
                         of Series B Preferred                         682,500       $ 187,500

                                                                    14,487,159     $ 9,284,500
</TABLE>

        (c)    Stock Option and Share Purchase Warrants

               Other Stock Option

               An option to acquire 50,000 common shares at $.40 per share,
               exercisable to October 28, 1998, expired during the year without
               exercise. No options were outstanding at January 31, 1999.

               Common Share Purchase Warrants

               During the years ended January 31, 1999 and 1998, warrants
               entitling holders to acquire 686,751 and 5,700,000 common shares,
               respectively, expired without exercise.

               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.

11.     SEGMENTED INFORMATION

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

                                      F-15