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, 2000

                                       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 Bank of America 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 $15,000.
As a development stage company, all revenues were netted against mining costs.

         As of March 31,  2000,  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) on March 9, 2000, the last reported trade date.


<PAGE>



                                     PART I
Item 1.   Business
------------------

Significant Developments During Year Ended January 31, 2000

         During the year ended  January  31,  2000,  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 certain of its properties  subject to
lease or option to  purchase  by  unrelated  third  parties.  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  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, 1998 and 1999, 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.

         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,  2000,
$78,000  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, a shareholder  of the Company has 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, 2000, shareholder advances totaled $552,000,
a decrease of $10,000 from the $562,000 outstanding at January 31, 1999.

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. This property and other  information
concerning  properties  still held by the  Company  are  described  in "Item 2 -
Properties" below.

         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,
1999 and 2000,  the Company had no  employees.  The Company  previously  owned a


                                      -2-
<PAGE>

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.

         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.

         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,  1999 and 2000,  the balance  remaining  under the
foregoing cash bond at January 31, 2000 was $78,000.

AMAX/Draco, Hancock Canyon and Trenton Canyon Properties

         The Company's principal remaining  properties owned at the beginning of
the fiscal year,  known as AMAX/Draco,  Hancock Canyon and Trenton  Canyon,  are
described  below.  The Company carries these interests on its books at a nominal
$1.00 value.  During the year ended January 31, 2000,  the Company  quit-claimed
its interests in the Hancock Canyon and Trenton Canyon  properties in resolution
of its only remaining outstanding account payable from operations.

         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
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) 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 aggregated $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  retained  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, on May 18, 1999, Cameco (U.S.) Inc. gave notice of
its termination of the Option Agreement on the BXA group of claims.



                                      -3-
<PAGE>

         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,  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  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  obtained title to Hancock Canyon,  but was still obligated to Barringer
Technologies,  Inc.,  the  successor  to the prior  owner,  for the net  smelter
royalty.  Under  the terms of that  arrangement,  after  the  Company  had spent
$80,000 on drilling into that property, a payment was due in the form of 150,000
shares of Company Common Stock.

         Trenton  Canyon.  Also,  although the Company  terminated the lease for
Trenton Canyon, it later staked over that property.  Lode claims, Mill 1 through
31,  were  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 ever had
undertaken to develop that property, it may have been obligated to pay the prior
owner the net smelter royalty of 0.5%.

         Disposition  of  Hancock  Canyon  and  Trenton  Canyon  Properties.  As
previously  reported,  in August 1999 the Company  quit-claimed its interests in
the Trenton and Hancock Canyon properties to Sierra Mining & Engineering, L.L.C.
("SME") in exchange for a full release from SME and its owner, James Golden, for
any and all work  performed by SME in  connection  with the  reclamation  of the
Company's  formerly  leased  Dean Mine  property  or in any other  respect.  The
Company no longer had the  financial  resources  to pay the annual  filing  fees
necessary to hold onto these properties.

         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.

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

         None.

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

         None.


                                      -4-
<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,
                                    1999                      2000
                          -----------------------     ----------------------
                          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          0.0001         0.0001       0.0001        0.0001
     Fourth Quarter         0.0001         0.0001       0.0001        0.0001

      First Quarter  fiscal 2000  (through  March 9, 2000):  8 trades  reported,
involving  approximately  42,000 shares.  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 five
         months  in  1999.   Approximately  17  trades,  involving  a  total  of
         approximately 122,500 shares, were reported during calendar year 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, 2000,  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.


                                      -5-
<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, 2000
         ---------------------------------------------------------

         During the year ended  January  31,  2000,  the  Company  engaged in no
         material business activities other that as described herein.

         During the year the Company had cash  receipts of $15,000.  The Company
         did not incur any further remediation  expenses on its former Dean Mine
         property during the year, compared to expenses of $159,000 in the prior
         year.  Accounts  payable at January  31,  2000  decreased  to zero from
         $52,000 the preceding year as a result of the resolution and release of
         one outstanding account payable and a determination by the Company that
         the remaining amount outstanding ($18,000) represented dormant payables
         outstanding  on the  Company's  books for more  than five  years and no
         longer considered due and owing.

         The Company  had a net loss for the year of $787,000  ($0.06 per share)
         compared  to a net loss of  $840,000  ($0.06 per share) the prior year.
         Accrued  interest for the year was  $847,000,  compared to $717,000 the
         prior period. The Company had a net recovery of reclamation expenses of
         $58,000 for the year, compared to reclamation  expenses of $159,000 for
         the prior period.  The recovery was due to the resolution and write-off
         of  the  accounts  payable   described  in  the  preceding   paragraph.
         Professional fees were $10,000 for the year, compared to $29,000 in the
         prior period.  The lower fees were due to the reduced level of property
         lease and sale activities.

         Total assets at year end were $84,000,  with $6,000 in cash and $78,000
         in other  assets  (balance of  reclamation  bond posted with NDEP).  At
         year-end the Company had current liabilities of $4,860,000, an increase
         of $785,000  over the prior year  (attributable  primarily to increased
         accrued interest) and long-term debt of $6,945,000.  Long-term debt was
         unchanged  from  January 31,  1999.  Shareholder  equity at January 31,
         2000, was negative  ($11,721,000) compared to negative ($10,934,000) at
         January 31, 1999.

(b)      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.



                                      -6-
<PAGE>

(c)      Liquidity and Capital Resources at Year End January 31, 2000
         ------------------------------------------------------------

         The Company had no material liquidity or capital resources at year end,
         January 31,  2000.  At that date,  the  Company  had current  assets of
         $6,000 and current  liabilities of $4.86 million.  Current  liabilities
         include $4.22 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, 2000.  The Company  continues to seek to satisfy its
         trade  creditors and other  operational  expenses  other than through a
         court supervised  process.  The Company does not presently expect to be
         in a position to make any payments on its  Operations  Advances  (which
         are  payable  solely  from  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.

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, 2000.


                                      -7-
<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
                                    ---------

           Name          Age               Positions Held            Since
           ----          ---               --------------            -----

Harrison Nesbit II       72        Director                           1989

Fred G. Pollard          81        Director                           1993

C. B. Robertson III      64        Director; Chairman of the Board    1993
                                   effective September 1, 1993

Ralph D. Rooney          74        Director                           1984

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

         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


                                      -8-
<PAGE>

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,  2000.  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, 2000.

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, 2000,  1999 and 1998 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)
                                           -------     ------        -----         ------------     ------         ----------
     Name and principal position
     ---------------------------
<S> <C>
     C.B. Robertson(2)                     2000        $    0           --             --             --             --
       Chairman of the Board               1999        $    0           --             --             --             --
       and acting CEO                      1998        $    0           --             --             --             --
</TABLE>

(1)      No stock  options were  granted in the fiscal years ending  January 31,
         1998, 1999 or 2000.

(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, 2000 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, 2000 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, 2000 by (i) each person known to be
the beneficial owner of, directly or indirectly,  or to control or direct, as of
January 31,  2000,  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.


                                      -9-
<PAGE>

<TABLE>
<CAPTION>
                                                         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 E. Cary Street
Richmond, Virginia  23219

C. B. Robertson, III                    Common Stock           1,128,605  (4)              7.29%
125 Bank of America Plaza
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 executive officers    Common Stock           3,747,638                  22.73%
            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.



                                      -10-
<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, 2000.  During 1999, Mr. Robertson  advanced  $192,000 to the Company for the
payment of certain operating expenses.  During the fiscal year ended January 31,
2000, the Company repaid $10,000 of shareholder advances to Mr. Robertson.

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

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

            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.



                                      -11-
<PAGE>

            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.

------------
(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).


                                      -12-
<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 24, 2000                        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 24, 2000
------------------------------------       and Director (Principal
C. B. Robertson, III                       Executive Officer)

* /s/ Harrison Nesbit, II                  Treasurer (Principal           April 24, 2000
------------------------------------       Financial and
Harrison Nesbit, II                        Accounting Officer)

* /s/ Harrison Nesbit II                   Director                       April 24, 2000
------------------------------------
Harrison Nesbit II

* /s/ Fred G. Pollard                      Director                       April 24, 2000
------------------------------------
Fred G. Pollard

* /s/ Ralph D. Rooney                      Director                       April 24, 2000
------------------------------------
Ralph D. Rooney


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


                                      -13-
<PAGE>
                             ST. GEORGE METALS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                    UNAUDITED
                              FINANCIAL STATEMENTS

                            JANUARY 31, 2000 AND 1999

                      (EXPRESSED IN THOUSANDS 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, 2000 AND 1999

                                    (EXPRESSED IN THOUSANDS OF U.S. DOLLARS)

                                                                                    2000                  1999
                                                                                    ----                  ----
<S> <C>
         ASSETS
CURRENT
     Cash                                                                       $      6             $       6

OTHER - Reclamation deposit                                                           78                    80
                                                                                --------             ---------

     TOTAL                                                                      $     84             $      86
                                                                                --------             ---------

         LIABILITIES
CURRENT
     Accounts payable                                                           $     52             $       -
     Advances from shareholders                                                      552                   562
     Accrued interest payable                                                      4,218                 3,371
     Accrued mineral interests reclamation costs                                      90                    90
                                                                                --------             ---------
                                                                                   4,860                 4,075

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

     TOTAL LIABILITIES                                                            11,805                11,020
                                                                                --------             ---------

         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                                (22,955)              (22,168)
                                                                                ---------              --------
                                                                                 (11,721)              (10,934)
                                                                                ---------              --------
     TOTAL                                                                      $     84              $     86
                                                                                --------             ---------

                                             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, 2000 AND 1999
                                      (EXPRESSED IN THOUSANDS OF U.S. DOLLARS)

                                                           CUMULATIVE                       YEARS ENDED
                                                           JANUARY 31,                      JANUARY 31,
                                                              2000                  2000                  1999
                                                              ----                  ----                  ----
REVENUE
     Option fees and other                             $       110           $        15             $           65
                                                       -----------           -----------             --------------

ADMINISTRATIVE COSTS
     Related party administration charges              $       377           $                       $
     Related party fees                                        611
     General and administrative                                755                     6                         8
     Interest                                                4,606                   847                       717
     Reclamation and other costs                               464                   (58)                      159
     Professional fees                                       1,193                    10                        29
     Salaries and benefits                                     892
     Shareholder information                                   239
     Loss on disposal of agreement receivables                  22
     Fees and recoveries                                      (247)                    -                         -
                                                       ------------          -----------             -------------

     TOTAL ADMINISTRATIVE COSTS                              8,912                   805                       913
                                                       -----------           -----------             -------------

LOSS BEFORE WRITE DOWN OF MINERAL
     INTEREST                                                8,802                   790                       848

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

NET LOSS BEFORE
     INTEREST INCOME                                        23,396                   790                       848

INTEREST INCOME                                                441                     3                         8
                                                       -----------           -----------             -------------

NET LOSS                                               $    22,955                   787                       840
                                                       -----------           -----------             -------------

DEFICIT BEGINNING OF PERIOD                                                       22,168                    21.328
                                                                             -----------             -------------

DEFICIT END OF PERIOD                                                        $    22,955             $      22,168
                                                                             -----------             -------------

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

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

                                                        F-3
<PAGE>
                             ST. GEORGE METALS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                    UNAUDITED
                            STATEMENTS OF CASH FLOWS
                  FOR THE YEARS ENDED JANUARY 31, 2000 AND 1999

                    (EXPRESSED IN THOUSANDS OF U.S. DOLLARS)

                                                         CUMULATIVE                         YEARS ENDED
                                                         JANUARY 31,                        JANUARY 31,
                                                            2000                    2000                1999
                                                            ----                    ----                ----
FUNDS PROVIDED (USED) BY OPERATING
     ACTIVITIES
     Net recovery (loss) for the period                   $(22,955)             $   (787)            $    (840)

     WRITE DOWN OF MINERAL INTEREST                         15,086                     -                     -

     CHANGES IN OTHER NON-CASH
         WORKING CAPITAL ITEMS                               4,860                   785                   856
                                                          --------              --------             ---------
                                                            (3,009)                   (2)                   16
                                                          --------              --------             ---------

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)
                                                          ---------             --------             ----------
                                                            18,179                     -                   (54)
                                                          ---------             --------             ----------

INVESTING ACTIVITIES
     Reclamation deposits                                      (78)                    2                    40
     Mineral interest (recovery)                           (15,086)                    -                     -
                                                          --------              --------             ---------
                                                           (15,164)                    2                    40
                                                          --------              --------             ---------

INCREASE IN CASH                                                 6                     0                     2
CASH BALANCE BEGINNING OF PERIOD                                 -                     6                     4
                                                          --------              --------             ---------
CASH BALANCE END OF PERIOD                                $      6              $      6             $       6
                                                          --------              --------             ---------



                                             PREPARED BY MANAGEMENT

                   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

                                                      F-4
</TABLE>

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

                        NOTES TO THE FINANCIAL STATEMENTS
                                    UNAUDITED

                            JANUARY 31, 2000 AND 1999

                           (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, 2000 and 1999,  the  Company's  liabilities  exceeded
         total assets by $11,721,000 and $10,934,000,  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.



                                      F-5
<PAGE>

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  mineral  interests
                  were written down to a nominal amount. As of January 31, 1997,
                  the Company's retained mineral interests were reduced to zero.



                                      F-6
<PAGE>

         (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
                                              2000                  1999
                                              ----                  ----

         Reclamation deposits               $78,000               $80,000
                                            =======               =======

         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
         time as the approved reclamation program has been completed. During the
         year ended  January 31, 2000 and 1999,  the State of Nevada  authorized
         the release of $-0- and  $40,000,  respectively,  from the  reclamation
         deposits as reclamation work was performed.



                                      F-7
<PAGE>

5.       FUNDS PROVIDED (USED BY) OTHER NON-CASH WORKING CAPITAL ITEMS
<TABLE>
<CAPTION>
                                          Cumulative to              Years Ended
                                            January 31,              January 31,
                                               2000            2000                1999
                                               ----            ----                ----

<S>                                         <C>               <C>                <C>
         Accounts payable                   $       --        $(52,032)          $(147,022)
         Accrued interest payable
              - Term notes and advances      4,217,545         846,766             770,365
         Accrued mineral interests
              reclamation costs                 90,000                             (10,000)
         Advances from shareholder             551,910         (10,000)            242,000
                                            ----------        --------            --------

                                            $4,859,455        $784,734            $855,343
                                            ==========        ========            ========
</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, 2000,  accrued interest on shareholder  advances
         was $63,641 for the year, and total accrued  interest as of January 31,
         2000, was $169,038.


                                      F-8
<PAGE>

7.       LONG-TERM DEBT
<TABLE>
                                                                       2000                 1999
                                                                       ----                 ----
<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                 781,260

         (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           $   6,945,603
</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, 2000 and 1999.

         (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, 2000, the equivalent value of the


                                      F-9
<PAGE>

                gold obligation was $781,260, a reduction from the prior year of
                $-0- to  reflect  changes  in the price of gold.  Related  party
                interest charges for the fiscal years ended January 31, 2000 and
                1999 include  provisions of $(-0-) and $(53,740),  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,  2000 and 1999.  In 1993,  the Company  made
                interest  payments of $120,290.  Interest  payable as at January
                31, 2000 is summarized as follows:

                                      F-10
<PAGE>

                                     Third            Related
Year Ended                          Parties           Parties            Total
----------                          -------           -------            -----

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                $  1,409,841     $   2,638,666      4,048,507

Accrued on Shareholder Advances                                         169,038
                                                                  -------------
                                                                     $4,217,545

                  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:  2001 - $Nil;  2002 - $Nil;  2003 -
                  $Nil; 2004 - $Nil; 2005 - $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,  2000,  tax  losses  of  approximately   $22,947,000  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:  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; 2013 - $893,000; 2014 - $840,000 and 2015 - $787,000.

         No income  taxes  were paid or payable  by the  Company  during the two
         fiscal years ending January 31, 2000.

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   authorized  common  shares.  The  shares  are


                                      F-12
<PAGE>

                  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>
<TABLE>

         (b)      Issued Capital
                                                                   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)





                                      F-14
<PAGE>

         (b)      Issued Capital (continued)
                                                                       Price
                                                                     Per Share       Shares           Consideration
                                                                     ---------       ------           -------------

                  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