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, 2001

                                       OR

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

                         Commission File Number 0-18616
                         ------------------------------

                             ST. GEORGE METALS, INC.
             (Exact name of registrant as specified in its charter)

            Nevada                                              88-0227915
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

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

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

       Registrant's telephone number, including area code: (804) 272-9020
                         ------------------------------

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X  No
                                             ---   ---
         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

         As of March 31, 2001, 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 the last reported trade date.


<PAGE>

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


Significant Developments During Year Ended January 31, 2001

         During the year ended January 31, 2001, 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, 1999 and 2000, 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, 2001,
$78,000 remained available under the cash bond. In prior years, in order to
permit the Company to pay its independent contractor for reclamation work
completed but not funded under its cash bond, a shareholder of the Company
advanced funds to the contractor. These advances have been recorded on the
Company's books as shareholder advances, which will be repaid as further
releases from the cash bond are authorized. At January 31, 2001, shareholder
advances totaled $527,000, a decrease of $25,000 from the $552,000 outstanding
at January 31, 2000.

Other Matters

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

         While it was engaged in active exploration and development operations,
the Company relied almost exclusively upon independent contractors and
consultants to provide equipment, geological, technical and professional and


                                      -2-
<PAGE>

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, 2000
and 2001, the Company had no employees.

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

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

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

Dean Mine Property

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

         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, 2001 was $78,000.

AMAX/Draco Properties

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

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

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

         As previously reported, in August 1998, the Company concluded an
agreement with Triband Resources U.S. Inc. for the sub-lease of various
properties, including 63 claim blocks in the AMAX/Draco property. Upon execution
of the agreement with Triband, the Company received an initial cash payment of
$15,000; an additional $15,000 was paid on the first anniversary; and $25,000
was paid on the second anniversary and is payable 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.

         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.


                                      -3-
<PAGE>

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

         None.

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

         None.
                                     PART II

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

         Until March 2000, the Company's common stock was quoted on the
over-the-counter bulletin board trading system. Subsequent to March 2000, the
Company's common stock has been quoted in The Pink Sheets, which is a
privately-owned, centralized quotation service that collects and publishes
market maker quotes for OTC securities in real time.

         The reported high and low bid prices for the Company's common stock on
the bulletin board over-the-counter trading system operated by the NASD (Symbol:
SGGM) for the fiscal year ended January 31, 2000, and for the first quarter of
fiscal 2001, and the high and low quotations as reported thereafter by The Pink
Sheets, were as follows:*

                                      Fiscal Year ended January 31,
                                     2000                        2001
                           -----------------------      ----------------------
                           High Bid        Low Bid      High Bid       Low Bid

     First Quarter        $   0.001       $ 0.0001        0.001           N/A
     Second Quarter           0.001         0.0001        0.010           N/A
     Third Quarter           0.0001         0.0001        0.010           N/A
     Fourth Quarter          0.0001         0.0001        0.010           N/A
---------------
*        The trading information listed in this table may not be representative
         because trades of Company Common Stock are sporadic and no trades were
         reported during some months in the periods shown.

         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, 2001, there were approximately 720 shareholders of
record, holding an aggregate of 14,487,159 shares of Common Stock outstanding.

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

                                      -4-
<PAGE>



Item 6.   Management's Discussion and Analysis of Financial Condition and
-------------------------------------------------------------------------
          Results of Operations
          ---------------------


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

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

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

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

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

(b)      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 than 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.

(c)      Liquidity and Capital Resources at Year End January 31, 2001
         ------------------------------------------------------------

         The Company had no material liquidity or capital resources at year end,
         January 31, 2001. At that date, the Company had current assets of
         $3,000 and current liabilities of $5.9 million. Current liabilities
         include $5.3 million of accrued interest payable which is in arrears. A
         substantial portion of the Company's current liabilities and other
         indebtedness is owed to related parties. The Company obtained no new
         financing (other than through one payment under an option agreement for
         the sale of certain capital assets) during the twelve-month period
         ended January 31, 2001. The Company continues to seek to satisfy its
         trade creditors and other operational expenses other than through a


                                      -5-
<PAGE>

         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, 2001.


                                    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        73    Director                           1989

Fred G. Pollard           82    Director                           1993

C. B. Robertson III       65    Director; Chairman of the Board    1993
                                effective September 1, 1993
---------------

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

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


                               Executive Officers

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

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

Harrison Nesbit, II           Treasurer                                 1995


                                      -6-
<PAGE>

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

Section 16(a) Beneficial Ownership Reporting Compliance

         The Company is registered pursuant to Section 12 of the Securities
Exchange Act of 1934. As a result, Section 16(a) of the Exchange Act requires
directors and executive officers, and any persons holding more than 10% of the
Company's Common Stock, to report their initial ownership of the Company's
equity securities and any subsequent changes in that ownership to the Securities
and Exchange Commission ("SEC"). The Company is required to disclose in the
Annual Report on Form 10-KSB or in the proxy statement for the annual meeting
any failure to file a required report by its due date during the fiscal year
ended January 31, 2001. 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, 2001.

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, 2001, 2000 and 1999 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>       <C>          <C>         <C>         <C>
C.B. Robertson(2)             2001      $    0    --           --          --          --
  Chairman of the Board       2000      $    0    --           --          --          --
  and acting CEO              1999      $    0    --           --          --          --
</TABLE>

(1)       No stock options were granted in the fiscal years ending January 31,
          1999, 2000 or 2001.

(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, 2001 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, 2001 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, 2001 by (i) each person believed to
be the beneficial owner of, directly or indirectly, or to control or direct, as
of January 31, 2001, more than five percent of the outstanding shares of Common
Stock, (ii) each director and officer named in the Summary Compensation Table
(See "Executive Compensation") and (iii) all officers and directors as a group.

                                      -7-
<PAGE>
<TABLE>
<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 East Cary Street
Richmond, Virginia  23219

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

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.



                                      -8-
<PAGE>

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

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

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

(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, 2001. During the fiscal year ended January 31, 2001, the Company repaid
$25,000 of shareholder advances to Mr. Robertson, reducing the balance owed to
$527,000. At the present time the Company's executive office in Richmond,
Virginia, is maintained in the office of Mr. Robertson. The Company does not
reimburse Mr. Robertson any portion of his lease expense but has reimbursed him
from time to time for certain telephone and other operating expenses incurred in
connection with the Company's business.

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

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

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

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

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

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

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

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

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



                                      -9-
<PAGE>

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

               10.33(6)       Form of Operations Advance.

               10.34(6)       Form of Gold Delivery Contract.

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

               10.39(8)       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 Quarterly Report on Form 10-Q, for
        the fiscal quarter ended October 31, 1992, as amended and incorporated
        herein by reference to such filing.
(3)     Filed as an exhibit to the Company's Quarterly Report on Form 10-Q, for
        the fiscal quarter ended July 31, 1992, as amended and incorporated
        herein by reference to such filing.
(4)     Filed as an exhibit to the Company's current report on Form 8-K, dated
        June 15, 1992.
(5)     Filed as an exhibit to the Company's Quarterly Report on Form 10-Q, for
        the fiscal quarter ended July 31, 1994, as amended and incorporated
        herein by reference to such filing.
(6)     Filed as an exhibit to the Company's Annual Report on Form 10-K for
        fiscal year ended January 31, 1995, as amended and incorporated herein
        by reference to such filing.
(7)     Filed as an exhibit to the Company's Annual Report on Form 10-KSB, for
        fiscal year ended January 31, 1997 and incorporated herein by reference
        to such filing.
(8)     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).


                                      -10-
<PAGE>

                                   SIGNATURES

         In accordance with the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

                                   ST. GEORGE METALS, INC.


Dated:  April 27, 2001             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>                             <C>
/s/ C. B. Robertson, III                   Chairman of the Board           April 27, 2001
------------------------------------       and Director (Principal
C. B. Robertson, III                       Executive Officer)

* /s/ Harrison Nesbit, II                  Treasurer (Principal            April 27, 2001
------------------------------------       Financial and
Harrison Nesbit, II                        Accounting Officer)

* /s/ Harrison Nesbit II                   Director                        April 27, 2001
------------------------------------
Harrison Nesbit II

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


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

                                      -11-
<PAGE>

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

                            JANUARY 31, 2001 AND 2000

                      (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, 2001 AND 2000

                          (EXPRESSED IN THOUSANDS OF U.S. DOLLARS)
<CAPTION>
                                                             2001                  2000
                                                           --------             ---------
<S>                                                        <C>                  <C>
         ASSETS
CURRENT
     Cash                                                  $      3             $       6

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

     TOTAL                                                 $     81             $      84
                                                           --------             ---------

         LIABILITIES
CURRENT
     Advances from shareholders                                 527                   552
     Accrued interest payable                                 5,253                 4,218
     Accrued mineral interests reclamation costs                 90                    90
                                                           --------             ---------
                                                              5,870                 4,860

LONG TERM-DEBT
     Other                                                    1,888                 1,888
     Related parties                                          5,003                 5,057
                                                           --------             ---------

     TOTAL LIABILITIES                                       12,761                11,805
                                                           --------             ---------

         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           (23,914)              (22,955)
                                                           --------             ---------
                                                            (12,680)              (11,721)
                                                           --------             ---------
     TOTAL                                                 $     81             $      84
                                                           --------             ---------
</TABLE>

                             PREPARED BY MANAGEMENT

    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

                                            F-2
<PAGE>
<TABLE>

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

                                                    UNAUDITED
                                          STATEMENT OF LOSS AND DEFICIT
                                  FOR THE YEARS ENDED JANUARY 31, 2001 AND 2000
                                    (EXPRESSED IN THOUSANDS OF U.S. DOLLARS)
<CAPTION>

                                                        CUMULATIVE                      YEARS ENDED
                                                        JANUARY 31,                     JANUARY 31,
                                                           2001                  2001                  2000
                                                       -----------           -----------             ----------
<S>                                                    <C>                   <C>                     <C>
REVENUE
     Option fees and other                             $       135           $        25             $       15
                                                       -----------           -----------             ----------

ADMINISTRATIVE COSTS
     Related party administration charges              $       377           $                       $
     Related party fees                                        611
     General and administrative                                762                     7                      6
     Interest                                                5,587                   981                    847
     Reclamation and other costs                               464                                          (58)
     Professional fees                                       1,194                     1                     10
     Salaries and benefits                                     892
     Shareholder information                                   239
     Loss on disposal of agreement receivables                  22
     Fees and recoveries                                      (247)                    -                      -
                                                       ------------          -----------             ----------

     TOTAL ADMINISTRATIVE COSTS                              9,901                   989                    805
                                                       -----------           -----------             ----------

LOSS BEFORE WRITE DOWN OF MINERAL
     INTEREST                                                9,766                   964                    790

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

NET LOSS BEFORE
     INTEREST INCOME                                        24,360                   964                    790

INTEREST INCOME                                                446                     5                      3
                                                       -----------           -----------             ----------

NET LOSS                                               $    23,914                   959                    787
                                                       -----------

DEFICIT BEGINNING OF PERIOD                                                       22,955                 22,168
                                                                             -----------             ----------

DEFICIT END OF PERIOD                                                        $    23,914             $   22,955
                                                                             -----------             ----------

BASIC LOSS PER SHARE
     IN U.S. DOLLARS                                                         $       .07             $      .06

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

                                             PREPARED BY MANAGEMENT

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

                                                      F-3
<PAGE>
<TABLE>
                                            ST. GEORGE METALS, INC.
                                         (A DEVELOPMENT STAGE COMPANY)
                                                   UNAUDITED
                                            STATEMENTS OF CASH FLOWS
                                 FOR THE YEARS ENDED JANUARY 31, 2001 AND 2000

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

                                                         CUMULATIVE                      YEARS ENDED
                                                         JANUARY 31,                     JANUARY 31,
                                                            2001                  2001                  2000
                                                          ---------             --------             ---------
<S>                                                       <C>                   <C>                  <C>
FUNDS PROVIDED (USED) BY OPERATING
     ACTIVITIES
     Net recovery (loss) for the period                   $ (23,914)            $   (959)            $    (787)

     WRITE DOWN OF MINERAL INTEREST                          15,086                    -                     -

     CHANGES IN OTHER NON-CASH
         WORKING CAPITAL ITEMS                                5,870                1,010                   785
                                                          ---------             --------             ---------
                                                             (2,958)                 (51)                   (2)
                                                          ---------             --------             ---------

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

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

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

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

                                             PREPARED BY MANAGEMENT

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

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

                        NOTES TO THE FINANCIAL STATEMENTS
                                    UNAUDITED

                            JANUARY 31, 2001 AND 2000

                           (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, 2001 and 2000, the Company's liabilities exceeded
         total assets by $12,680,000 and $11,721,000, 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,


                                      F-5
<PAGE>
                             ST. GEORGE METALS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                        NOTES TO THE FINANCIAL STATEMENTS
                                    UNAUDITED

                            JANUARY 31, 2001 AND 2000

                           (EXPRESSED IN U.S. DOLLARS)


         gold delivery contracts and term notes for settlement of amounts at
         less than the face value of these debts. The estimate of reclamation
         costs has been accrued in the year end financial statements. See Note 4
         to the financial statements.

2.       ACCOUNTING POLICIES

         (a)      Accounting Principles

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

         (b)      Mineral Interests

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

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

                        NOTES TO THE FINANCIAL STATEMENTS
                                    UNAUDITED

                            JANUARY 31, 2001 AND 2000

                           (EXPRESSED IN U.S. DOLLARS)


         (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
                                            2001                  2000
                                            ----                  ----

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

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


                                      F-7
<PAGE>
                             ST. GEORGE METALS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                        NOTES TO THE FINANCIAL STATEMENTS
                                    UNAUDITED

                            JANUARY 31, 2001 AND 2000

                           (EXPRESSED IN U.S. DOLLARS)


         year ended January 31, 2001 and 2000, the State of Nevada authorized
         the release of $-0- and $-0-, respectively, from the reclamation
         deposits as reclamation work was performed.

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

<TABLE>
<CAPTION>
                                              Cumulative to                Years Ended
                                                January 31,                 January 31,
                                                   2001               2001                2000
                                                   ----               ----                ----

         <S>                                 <C>                  <C>               <C>
         Accounts payable                    $         -0-        $        -0-      $     (52,032)
         Accrued interest payable
              - Term notes and advances          5,252,941           1,035,396            846,766
         Accrued mineral interests
              reclamation costs                     90,000
         Advances from shareholder                 527,000             (25,000)          (10,000)
                                             -------------        -------------         ---------

                                             $   5,869,941        $  1,010,396           $784,734
                                             =============        ============           ========
</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, 2001, accrued interest on shareholder advances
         was $76,360 for the year, and total accrued interest as of January 31,
         2001, was $245,398.


                                      F-8
<PAGE>
                             ST. GEORGE METALS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                        NOTES TO THE FINANCIAL STATEMENTS
                                    UNAUDITED

                            JANUARY 31, 2001 AND 2000

                           (EXPRESSED IN U.S. DOLLARS)


7.       LONG-TERM DEBT
<TABLE>
<CAPTION>
                                                                      2001                 2000
                                                                      ----                 ----
         <S>                                                   <C>                     <C>
         (a)    Operations advances, non-interest bearing
                Third parties                                  $     587,343           $     587,343
                Related parties                                    1,277,000               1,277,000

         (b)    Gold delivery contracts - related parties            727,380                 781,260

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

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

                                                               $   6,891,723           $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, 2001 and 2000.

         (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, 2001, the equivalent value of the
                gold obligation was $727,380, a reduction from the prior year of


                                      F-9
<PAGE>
                             ST. GEORGE METALS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                        NOTES TO THE FINANCIAL STATEMENTS
                                    UNAUDITED

                            JANUARY 31, 2001 AND 2000

                           (EXPRESSED IN U.S. DOLLARS)


                $53,880 to reflect changes in the price of gold. Related party
                interest charges for the fiscal years ended January 31, 2001 and
                2000 include provisions of $53,880 and $(-0-), 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, 2001 and 2000. In 1993, the Company made
                interest payments of $120,290. Interest payable as at January
                31, 2001 is summarized as follows:

                                      F-10
<PAGE>
<TABLE>
                             ST. GEORGE METALS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                        NOTES TO THE FINANCIAL STATEMENTS
                                    UNAUDITED

                            JANUARY 31, 2001 AND 2000

                           (EXPRESSED IN U.S. DOLLARS)

<CAPTION>
                                        Third                Related
Year Ended                             Parties               Parties                Total
----------                             -------               -------                -----

<S>                                      <C>                   <C>                <C>
January 31, 2001                         $297,301              $661,735           $959,036
January 31, 2000                          272,527               510,598            783,125
January 31, 1999                          250,220               468,803            719,023
January 31, 1998                          222,833               416,939            639,772
January 31, 1997                          197,682               369,718            567,400
January 31, 1996                          182,181               340,727            522,908
January 31, 1995                          142,950               267,357            410,307
January 31, 1994                          110,473               206,613            317,086
January 31, 1993                           30,975                57,911             88,886
Total Accrued Interest
                                     ------------         -------------      -------------
     on Term Notes                   $  1,707,142         $   3,300,401      $   5,007,543

Accrued on Shareholder Advances                                                    245,398
                                                                             -------------
                                                                             $   5,252,941
</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: 2002 - $Nil; 2003 - $Nil; 2004 -
                  $Nil; 2005 - $Nil; 2006 - $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>
                             ST. GEORGE METALS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                        NOTES TO THE FINANCIAL STATEMENTS
                                    UNAUDITED

                            JANUARY 31, 2001 AND 2000

                           (EXPRESSED IN U.S. DOLLARS)


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, 2001, tax losses of approximately $23,864,000 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; 2015 - $787,000; and
         $959,000 - 2016.

         No income taxes were paid or payable by the Company during the two
         fiscal years ending January 31, 2001.

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


                                      F-12
<PAGE>
                             ST. GEORGE METALS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                        NOTES TO THE FINANCIAL STATEMENTS
                                    UNAUDITED

                            JANUARY 31, 2001 AND 2000

                           (EXPRESSED IN U.S. DOLLARS)


                  ratio, subject to shareholder authorization of an increase in
                  the Company's authorized common shares. The shares are
                  currently convertible at the option of the holder in the
                  ratios of 4,000 common shares for each Series A and 10 common
                  shares for each Series B preferred share. The conversion
                  ratios for Series A and B are subject to adjustments in the
                  event of subsequent issues of shares or convertible debt for
                  consideration less than $.25 and $.30 per common share,
                  respectively.

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


                                      F-13
<PAGE>
<TABLE>
                             ST. GEORGE METALS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                        NOTES TO THE FINANCIAL STATEMENTS
                                    UNAUDITED

                            JANUARY 31, 2001 AND 2000

                           (EXPRESSED IN U.S. DOLLARS)


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

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

</TABLE>



                                      F-14
<PAGE>
<TABLE>
                             ST. GEORGE METALS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                        NOTES TO THE FINANCIAL STATEMENTS
                                    UNAUDITED

                            JANUARY 31, 2001 AND 2000

                           (EXPRESSED IN U.S. DOLLARS)


         (b)      Issued Capital (continued)
<CAPTION>
                                                                       Price
                                                                     Per Share       Shares           Consideration
                                                                     ---------       ------           -------------
                  <S>                                                <C>             <C>                <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)      Conversion of Operating Advances

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

11.      SEGMENTED INFORMATION

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




                                      F-15