GOLDEN EAGLE INTERNATIONAL INC
NT 10-Q, 1998-11-16
FINANCE SERVICES
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                   UNITED STATES                           SEC FILE NUMBER      
        SECURITIES AND EXCHANGE COMMISSION                    000-23726
              Washington, D.C. 20549                 ---------------------------
                                                     ---------------------------
                    FORM 12b-25                             CUSIP NUMBER        
                                                            380961-10-2
            NOTIFICATION OF LATE FILING              ---------------------------
                                                                                
                                                     
                   (Check One):
[ ] Form 10-KSB  [ ] Form 20-F   [ ] Form 11-K   [X] Form 10-QSB  [ ] Form N-SAR

                  FOR PERIOD ENDED:   September 30, 1998
                                      ------------------

                  [ ] Transition Report on Form 10-KSB
                  [ ] Transition Report on Form 20-F
                  [ ] Transition Report on Form 11-K
                  [ ] Transition Report on Form 10-QSB
                  [ ] Transition Report on Form N-SAR

For the Transition Period Ended: 
                                -----------------------------------------------

Read Instruction (on back page) Before Preparing Form.  Please Print or Type.

         Nothing in this form shall be  construed  to imply that the  Commission
has verified any information contained herein.

         If the  notification  relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:

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

PART I - REGISTRANT INFORMATION

Golden Eagle International, Inc.
- --------------------------------------------------------------------------------
Full Name of Registrant

N/A
- --------------------------------------------------------------------------------
Former Name if Applicable

4949 S. Syracuse St., Ste. 300
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)

Denver, CO  80237
- --------------------------------------------------------------------------------
City, State and Zip Code


<PAGE>




PART II - RULES 12b-25(b) and (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

         (a)        The reasons  described in  reasonable  detail in Part III of
                    this  form  could  not be  eliminated  without  unreasonable
                    effort or expense;

[ ]      (b)        The subject annual report,  semi-annual  report,  transition
                    report on Form 10-KSB,  Form 20-F, Form 11-K or Form N- SAR,
                    or portion thereof, will be filed on or before the fifteenth
                    calendar  day  following  the  prescribed  due date;  or the
                    subject  quarterly  report  of  transition  report  on  Form
                    10-QSB,  or portion  thereof  will be filed on or before the
                    fifth calendar day following the prescribed due date; and

         (c)        The accountant's statement or other exhibit required by Rule
                    12b-25(c) has been attached if applicable.


PART III - NARRATIVE

State below in  reasonable  detail the reasons why the Form  10-KSB,  Form 20-F,
Form 11-K, Form 10-QSB, Form N-SAR, or the transition report or portion thereof,
could not be filed within the  prescribed  time period.  (Attach extra sheets if
needed.)

Difficulty in obtaining information from Bolivian subsidiary in a timely manner.

PART IV - OTHER INFORMATION

         (1)  Name and telephone  number of person to contact in regard to this
notification:

     Mary A. Erickson                 303                   694-6101
- --------------------------------------------------------------------------------
           (Name)                 (Area Code)          (Telephone Number)

                                  -2-

<PAGE>

         (2) Have all other periodic  reports required under Section 13 or 15(d)
of the Securities  Exchange Act of 1934 or Section 30 of the Investment  Company
Act of 1940 during the preceding 12 months (or for such shorter) period that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s).

                  [ ] Yes  [X] No

10-QSB for periods ending 3-31-98 and 6-30-98.

         (3) Is it  anticipated  that  any  significant  change  in  results  of
operations  from the  corresponding  period  for the last  fiscal  year  will be
reflected by the  earnings  statements  to be included in the subject  report or
portion thereof?

                  [ ] Yes  [X] No

         If  so,  attach  an  explanation  of  the  anticipated   change,   both
narratively and  quantitatively,  and, if  appropriate,  state the reasons why a
reasonable estimate of the results cannot be made.

Management  estimates  operating losses in excess of $1,000,000 for the 3 months
ended  9-30-98,  which  compares  to an  operating  loss  of  $787,134  for  the
corresponding  period in 1997.  Management  estimates operating losses for the 9
months  ended  9-30-98 to be in excess of  $3,000,000,  compared to an operating
loss of $3,839,348 for the corresponding period in 1997.

                        Golden Eagle International, Inc.
                   ------------------------------------------
                  (Name of Registrant as specified in charter)

has caused this notification  to be  signed  on its  behalf  by the undersigned 
hereunto duly authorized.


Date:   November 16, 1998                   By: /s/  Mary A. Erickson
        -----------------                       --------------------------------
                                                Mary A. Erickson
                                                

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.


                               ATTENTION

       Intentional misstatements or omissions of fact constitute
           Federal Criminal Violations (See 18 U.S.C. 1001).




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