SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB(A)
Quarterly Report Pursuant to
Section 13 or 15(d) of the Securities
Exchange Act of 1934
- Amended -
For the period ended September 30, 1995
Commission file number 023726
GOLDEN EAGLE INTERNATIONAL, INC.
---------------------------------------------------
(Exact name of Registrant as specified in its charter)
Colorado 84-1116515
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(State of incorporation) (I.R.S. Employer
Identification No.)
4949 South Syracuse Street, Ste. #300, Denver, CO 80237
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 694-6101
--------------
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 the filing
requirements for at least the past 90 days.
Yes X No
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As of September 30, 1995, there were 37,478,605 outstanding shares of
common stock, par value $.0001.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
--------------------
The unaudited Financial Statements for the nine months ended September 30,
1995 are attached hereto. Please refer to pages F-1 through F-7.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
-----------------------------------------------------------------------
Results of Operations
The Company has had no revenues in this quarter. It incurred operating
expenses in the amount of $261,096 and incurred an operating loss of $261,096.
For the same period in 1994, the Company incurred operating expenses of $3,895
and had nominal revenue of $674 for an operating loss of $3,221. The increase of
operating expenses was a result of the Company being reactivated, and attempting
to investigate, negotiate and acquire mineral prospects, or interests therein.
The Company expects that these expenses will continue, and as well the Company
will incur promotional expenses, and legal and accounting fees. With its
reactivation, general and administrative expenses and salaries or consulting
fees will continue at an increased rate.
Net income (Loss) for the period was ($260,673) for a loss of ($.007) per
share as compared to net loss for the same period in 1994 of ($3,164) for a loss
of ($.001) per share.
Changes in Financial Conditions and Liquidity
The Company had no operating capital, but had liquid assets consisting of
marketable securities of $9,666 at period end. As of period end the Company had
$168,763 in total assets of which $77,990 consisted of loans receivable and
advances to an officer, and $78,000 in advances to Mineral Mountain Mining Co.
At year-end 1994, the Company had a total of $10,156 in assets, of which $10,000
was in advances to Mineral Mountain Mining. At period end, the Company had total
liabilities, all of which were current, of $313,974 compared to $85,298 at 1994
year end. Of the liabilities, $59,963 consisted of notes payable, and $213,088
consisted of accounts payable and overdrafts. Advances from officers and related
parties were $11,973 and payroll taxes were accrued of $29,000.
The Company had no cash at quarter end, and liquid assets consisting of
$9,666 in marketable securities, only.
The Company must rely upon advances from officers, borrowings, or equity
placements for future operating capital, for which there was no commitment at
period end.
2
<PAGE>
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
There is an active civil investigation of the Company and its officers by
the Denver Regional Office of the Securities and Exchange Commission into
violations of the Securities Act of 1933 and Securities Exchange Act of 1934.
There is no disposition at this date but it could result in SEC actions against
the Company and its officers, directors, or control shareholders for injunctive
relief and penalties.
Item 2. Changes in Securities
---------------------
None.
Item 3. Defaults upon Senior Securities
-------------------------------
None.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
None.
Item 5. Other Information
-----------------
None.
Item 6. Exhibits and Reports on Form 8-K:
---------------------------------
(a) The following are filed as Exhibits to this Quarterly Report. The
numbers refer to the Exhibit Table of Item 601 of Regulation S-K:
27.1 Financial Data Schedules
(b) Reports on Form 8-K filed during the nine months ended September 30,
1995 (incorporated by reference):
None.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has fully caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GOLDEN EAGLE INTERNATIONAL, INC.
(Registrant)
Dated: May 12, 1997 by: /S/ MARY A. ERICKSON
-----------------------------------
Mary A. Erickson, Secretary
4
<PAGE>
- --------------------------------------------------------------------------------
Golden Eagle International, Inc.
(A Development Stage Company)
Financial Statements
Table of Contents
================================================================================
PAGE
----
Balance Sheet F-1
Statement of Operations F-2
Statement of Cash Flows F-3
Statement of Changes in Stockholders' Equity (Deficit) F-4
Notes to Financial Statements F-5
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Golden Eagle International, Inc.
(A Development Stage Company)
Balance Sheet
============================================================================================================
September 30,
1995 December 31,
(Unaudited) 1994
- ------------------------------------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
<S> <C> <C>
Cash $ -- $ 156
Marketable securities 9,666 --
Loan receivable 25,000 --
Advances to officer 52,990 --
- -------------------------------------------------------------------------------------------------------------
Total current assets 87,656 156
- -------------------------------------------------------------------------------------------------------------
OFFICE EQUIPMENT 3,476 --
Less accumulated depreciation (369) --
- -------------------------------------------------------------------------------------------------------------
3,107 --
- -------------------------------------------------------------------------------------------------------------
OTHER ASSETS
Advances to Mineral Mountain Mining Co. 78,000 10,000
- -------------------------------------------------------------------------------------------------------------
$ 168,763 $ 10,156
=============================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Notes payable $ 59,963 $ --
Advances from officer and related party 11,973 44,107
Accounts payable and bank overdraft 213,038 41,191
Accrued payroll taxes and interest 29,000 --
- -------------------------------------------------------------------------------------------------------------
Total current liabilities 313,974 85,298
- -------------------------------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, par value $.01 per share;
shares authorized 10,000,000; none issued -- --
Common stock, par value $.0001 per share; authorized
800,000,000 shares; issued and outstanding 36,678,605
and 25,617,355 shares, respectively 3,748 2,562
Common stock issuable, 257,500 shares 55,600 --
Additional paid-in capital 491,598 130,435
Receivable from stockholder (25,000) (25,000)
Deficit accumulated during the development stage (671,157) (183,139)
- -------------------------------------------------------------------------------------------------------------
Total stockholders' (deficit) (145,211) (75,142)
- -------------------------------------------------------------------------------------------------------------
$ 168,763 $ 10,156
=============================================================================================================
F-1
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Golden Eagle International, Inc.
(A Development Stage Company)
Statement of Operations
(Unaudited)
===================================================================================================================================
July 21, 1988
Three Months Ended Nine Months Ended (Inception)
September 30, September 30, Through
--------------------------- ------------------------- September 30,
1995 1994 1995 1994 1995
- -----------------------------------------------------------------------------------------------------------------------------------
REVENUE
<S> <C> <C> <C> <C> <C>
Interest from loans $ -- $ 674 $ -- $ 899 $ 11,727
Commissions -- -- -- -- 6,708
Other -- -- -- -- 3,681
- -----------------------------------------------------------------------------------------------------------------------------------
Total revenue -- 674 -- 899 22,116
- -----------------------------------------------------------------------------------------------------------------------------------
OPERATING EXPENSES 261,096 3,895 491,921 30,353 769,296
OPERATING (LOSS) (261,096) (3,221) (491,921) (29,454) (747,180)
OTHER INCOME (EXPENSE)
Unrealized gain on marketable securities 3,222 -- 9,666 -- 9,666
Gain (loss) on sale of investments -- -- -- (1,757) 95,503
Loss on retirement of equipment -- -- -- -- (1,314)
Interest expense (2,799) -- (5,763) -- (24,258)
Interest income -- 57 -- 259 1,726
- -----------------------------------------------------------------------------------------------------------------------------------
Total other income (expense) 423 57 3,903 (1,498) 81,323
- -----------------------------------------------------------------------------------------------------------------------------------
NET INCOME (LOSS) $ (260,673) $ (3,164) $ (488,018) $ (30,952) $ (665,857)
===================================================================================================================================
EARNINGS (LOSS) PER SHARE $ (.007) $ (.001) $ (.017) $ (.006) $ (.121)
===================================================================================================================================
WEIGHTED AVERAGE
SHARES OUTSTANDING 35,546,471 5,242,500 28,036,388 5,242,500 5,481,558
===================================================================================================================================
F-2
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Golden Eagle International, Inc.
(A Development Stage Company)
Statement of Cash Flows
(Unaudited)
===================================================================================================================
July 21, 1988
Nine Months Ended (Inception)
September 30, Through
--------------------------- September 30,
1995 1994 1995
- -------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C> <C>
Net income (loss) $(488,018) $ (30,952) $(665,857)
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Stock issued and issuable for services 84,600 -- 87,694
Unrealized gain on marketable securities (9,666) -- (9,666)
Depreciation and amortization 369 603 3,183
Loss (gain) on sale of investments -- 1,757 (95,503)
Loss on retirement of equipment -- -- 1,314
Fair value of officer salary expensed -- -- 20,000
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities 200,847 575 242,038
Notes receivable and accrued interest -- (210) --
- -------------------------------------------------------------------------------------------------------------------
Net cash flows (used for) operating activities (211,868) (28,227) (416,797)
- -------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Advances to Mineral Mountain Mining Co. (68,000) -- (78,000)
Loan to fianacial advisor (25,000) -- (25,000)
Purchase of equipment (3,476) (100) (7,504)
Proceeds from investment sales -- 56,621 154,791
Purchase of investment securities -- (58,378) (59,478)
Purchase of subsidiary (net of cash acquired) -- -- (2,700)
- -------------------------------------------------------------------------------------------------------------------
Net cash flows from (used for) investing activities (96,476) (1,857) (17,891)
- -------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from officer and related party 95,443 -- 195,454
Repayments of advances from officer and related party (155,567) (53,570) (203,458)
Issuance of notes payable 59,963 -- 59,963
Common stock issued and issuable 346,744 7,922 442,544
Stock offering costs (38,395) -- (59,815)
- -------------------------------------------------------------------------------------------------------------------
Net cash flows from financing activities 308,188 (45,648) 434,688
- -------------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH (156) (75,732) --
CASH - BEGINNING OF PERIOD 156 81,157 --
- -------------------------------------------------------------------------------------------------------------------
CASH - END OF PERIOD $ -- $ 5,425 $ --
===================================================================================================================
F-3
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
Golden Eagle International, Inc.
(A Development Stage Company)
Statement of Stockholders' Equity (Deficit)
================================================================================================================================
Common Stock Common Additional
-------------------- Stock Paid-in Note Accumulated
Shares Amount Issuable Capital Receivable Deficit Total
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Inception July 21, 1988 -- $ -- $ -- $ -- $ -- $ -- $ --
Issuance of common stock:
June 1, 1989 for cash at
$.00006 per share 1,666,665 167 -- (67) -- -- 100
June 30, 1990 for cash at
$.03 per share 300,000 30 -- 8,970 -- -- 9,000
July 3, 1990 for cash at
$.003 per share 366,665 37 -- 1,063 -- -- 1,100
50,000 to 1 stock split -- -- -- 4,900 -- -- 4,900
January and March 1991 for cash
at $.30074 per share from
stock offering 268,335 27 -- 59,253 -- -- 59,280
November 1, 1993 - deficit of
acquired subsidiary -- -- -- -- -- (5,300) (5,300)
Acquisition of subsidiary -- -- -- 2,600 -- -- 2,600
Fair value of officer salary -- -- -- 20,000 -- -- 20,000
Net loss for the periods -- -- -- -- -- (58,485) (58,485)
- --------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1993 2,601,665 261 -- 96,719 -- (63,785) 33,195
November 7, 1994, convert debt
to equity at $.003 per share 2,640,760 264 -- 7,659 -- -- 7,923
November 8, 1994 - at $.00125
per share:
Note receivable from affiliate 20,000,000 2,000 -- 23,000 (25,000) -- --
Financial services 2,100,000 210 -- 2,415 -- -- 2,625
Legal services 375,000 37 -- 432 -- -- 469
Net loss for the year -- -- -- -- -- (119,354) (119,354)
- --------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1994,
previously reported 27,717,425 2,772 -- 130,225 (25,000) (183,139) (75,142)
Correct prior year shares
reported as issued (2,100,070) (210) -- 210 -- -- --
- --------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1994,
corrected 25,617,355 2,562 -- 130,435 (25,000) (183,139) (75,142)
Unaudited:
Issued for cash ($.01 to
$.05 per share), less
$38,395 stock issuance costs 10,052,250 1,005 -- 157,344 -- -- 158,349
Issued for services ($.07
and $.10 per share) 1,009,000 101 -- 78,899 -- -- 79,000
Convert notes payable
($.15625 per share) 800,000 80 -- 124,920 (25,000) -- 100,000
Payment of note by affiliate -- -- -- -- 25,000 -- 25,000
Issuable for cash
($.282 per share),
177,500 shares -- -- 50,000 -- -- -- 50,000
Issuable for services
($.07 per share),
80,000 shares -- -- 5,600 -- -- -- 5,600
Net loss for the period -- -- -- -- -- (488,018) (488,018)
- --------------------------------------------------------------------------------------------------------------------------------
Balance at September 30, 1995,
unaudited 37,478,605 $3,748 $ 55,600 $491,598 $(25,000) (671,157) $(145,211)
================================================================================================================================
F-4
See accompanying notes.
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
Golden Eagle International, Inc.
(A Development Stage Company)
Notes to Financial Statements
================================================================================
Note A - General
Golden Eagle International, Inc. (a development stage company, the
"Company"), was incorporated in Colorado July 21, 1988. The Company is to engage
in the business of acquiring, developing, and operating gold, silver and other
precious mineral properties. Activities of the Company since November 1994 have
been primarily devoted to organizational matters and identification of precious
mineral properties considered for acquisition.
The accompanying unaudited condensed financial statements have been
prepared in accordance with the instructions to Form 10-QSB and do not include
all of the information and notes required by generally accepted accounting
principles for complete financial statements. In the opinion of Management, all
material adjustments, consisting of only normal recurring adjustments considered
necessary for a fair presentation, have been included. These statements should
be read in conjunction with the financial statements and notes thereto included
in the Company's Form 10-KSB for the year ended December 31, 1994.
During the annual audit of the December 31, 1995 financial statements,
certain errors were discovered which overstated the Company's stockholders'
deficit as of September 30, 1995 by $323,448. Accordingly, adjustments have been
made to the accompanying September 30, 1995 financial statements to correct the
errors.
The results of operations for the three months and nine months ended
September 30, 1995 are not necessarily indicative of the results for the
remainder of 1995.
Note B - Earnings (Loss) Per Share
Earnings (loss) per share of common stock are computed using the weighted
average number of shares outstanding during each period plus common equivalent
shares (in periods in which they have a dilutive effect). Weighted average
shares include common shares issuable from the date they became issuable.
Note C - Note Payable
During the quarter ended September 30, 1995, the Company borrowed $9,963
from a bank pursuant to an unsecured promissory note payable with interest at
17.75%, due October 15, 1996.
During the nine months ended September 30, 1995, the Company borrowed
$50,000 from an individual pursuant to a 15% note payable, due July 5, 1995, and
upon demand in the event of default. The note is personally guaranteed by the
former President (and husband of the Secretary) and 200,000 shares of common
stock of the Company.
F - 5
<PAGE>
- --------------------------------------------------------------------------------
Golden Eagle International, Inc.
(A Development Stage Company)
Notes to Financial Statements
================================================================================
Note D - Common Stock
During the nine months ended September 30, 1995, the Company issued
10,052,250 shares of common stock to two individuals for gross total cash
proceeds of $196,744 (approximately $.01 to $.05 per share), less stock issuance
costs of $38,395, resulting in net proceeds of $158,349; also, on January 25,
1995, 309,000 shares of common stock were issued to a corporation for consulting
services valued at $30,000 (approximately $.10 per share) and in August 1995,
700,000 shares were issued for services valued at $49,000 ($.07 per share). In
addition, during the nine months ended September 30, 1995, an additional 177,500
shares became issuable for $50,000 cash received ($.282 per share); and 80,000
shares became issuable to a cousin of the former President of the Company for
services valued at $5,600 ($.07 per share).
In August and September 1995, a total of 800,000 shares of common stock
were issued a corporate investor for $125,000 ($.15625 per share), consisting of
conversion of $100,000 of short-term loans made the Company in August through
October 1995, and a $25,000 receivable which was subsequently paid in October
1995 and January 1996. The receivable is shown as a reduction of stockholders'
equity in the accompanying balance sheet.
In 1994, a total of 2,100,000 shares of common stock were reported as
issued to investment advisors for financial services totaling $2,625. These
shares were ultimately not issued by the Company. In addition, there were
cumulative stock differences between underlying stock records and the Company's
financial statements totaling 70 shares. As a result of the foregoing, issued
and outstanding shares of common stock as of December 31, 1994 in the
accompanying statement of stockholders' equity (deficit) have been reduced by
2,100,070 shares.
Note E - Related Party Transactions
During 1994, an officer of the Company (its Secretary and a Director)
advanced a total of $44,107 to the Company. During the nine months ended
September 30, 1995, the officer advanced additional sums totaling $83,470 and
was repaid $180,567 (which includes application of a $25,000 note receivable
owed the Company by a corporation wholly-owned by the officer, in connection
with the November 1994 reorganization). The advances are unsecured and due on
demand. During 1996, repayment of the advances was agreed to, providing for
interest at eight percent. As of September 30, 1995, a total outstanding balance
of $52,990 was owed the Company by the officer for repayments exceeding
advances.
During the nine months ended September 30, 1995, the parents of an officer
(its Secretary and a Director) advanced the Company $11,973. The advances are
unsecured and are due on demand. During 1996, repayment of the advances was
agreed to, providing for interest at twelve percent.
F - 6
<PAGE>
- --------------------------------------------------------------------------------
Golden Eagle International, Inc.
(A Development Stage Company)
Notes to Financial Statements
================================================================================
During the nine months ended September 30, 1995, the Company agreed to
issue 80,000 shares of common stock, valued at $.07 per share, to a cousin of
the former President for services. As of September 30, 1995, the shares had not
been issued, and are reflected in the accompanying financial statements as
issuable. The shares were issued in October 1996.
Note F -- Silver Bar Mining Prospect
During 1994, a corporation owned by the Secretary of the Company conducted
negotiations with Mineral Mountain Mining Co. (MMMC) to acquire a 46% equity
interest in MMMC, the owner of the Silver Bar Mine located near Apache Junction,
Arizona. As a result of the foregoing, a letter of intent was entered into with
MMMC. The rights and obligations pursuant to the letter of intent were assigned
to the Company. The purchase price of the 46% equity interest was to be $1.2
million cash and a $4.3 million loan at two percent over the prime rate. The
letter of intent also provides an option to acquire an additional four percent
equity in MMMC for nominal amounts upon certain conditions. In partial
performance and pursuant to the negotiations, the Company advanced $10,000 to
MMMC in 1994.
During the nine months ended September 30, 1995, the Company continued
negotiations with MMMC in attempts to conclude the stock purchase agreement,
advancing an additional $68,000 to MMMC (for cumulative total advances of
$78,000).
Principals of MMMC subsequently refused to execute or acknowledge the
agreement. On January 18, 1996, the Company filed suit against MMMC and two of
its principals for breach of the joint venture agreement. Litigation is subject
to many uncertainties and the Company is unable to predict the outcome of this
matter.
F - 7
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 0
<SECURITIES> 9,666
<RECEIVABLES> 25,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 87,656
<PP&E> 3,476
<DEPRECIATION> 369
<TOTAL-ASSETS> 168,763
<CURRENT-LIABILITIES> 313,974
<BONDS> 0
0
0
<COMMON> 3,748
<OTHER-SE> (148,959)
<TOTAL-LIABILITY-AND-EQUITY> 168,763
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 491,921
<OTHER-EXPENSES> (9,666)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,763
<INCOME-PRETAX> (488,018)
<INCOME-TAX> 0
<INCOME-CONTINUING> (488,018)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (488,018)
<EPS-PRIMARY> (.017)
<EPS-DILUTED> (.017)
</TABLE>
