SECURITIES AND EXCHANGE COMMISSION
Washington, DC
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: SEPTEMBER 25, 1998
GOLDEN EAGLE INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Colorado 0-23726 84-1116515
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(State of other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
4949 South Syracuse Street, Suite 300, Denver, Colorado 80237
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 694-6101
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Item 5. Other Events
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Golden Eagle International, Inc. (referred to herein as "Golden Eagle" or
the "Company") has terminated the services of Michael A. Littman, Esq., as its
corporate counsel, and has retained the firm of Norton * Lidstone, LLC to
represent it in general corporate matters as the Company may from time-to-time
request.
By Form 8-Ks reporting events of July 7, 1998 and July 24, 1998, Golden
Eagle International, Inc. reported concerns regarding the accuracy and
completeness of an independent consultant's report prepared for Golden Eagle in
May 1998, entitled "Technical Geological and Sampling Report: Resources and
Reserves on the Gold Deposits at Cangalli, Bolivia" by Guido Paravicini, M.A.,
Eng. As a result of subsequent internal review of the Paravicini report,
management of Golden Eagle has concluded that the techniques used by Mr.
Paravicini were insufficient to justify the calculations made, and the term
"reserves" may be an inaccurate characterization of the mineralization found on
the Golden Eagle properties in the Cangalli district. Based on the information
that Mr. Paravicini and others have developed regarding the Cangalli district in
general and the Company's properties in specific, management still believes that
there is significant gold mineralization within the Company's properties.
As a result of the foregoing, the Company now has material reservations
regarding the May 1998 report by its independent consultant, Mr. Paravicini.
Management is continuing to analyze the Paravicini report and other available
information regarding the Cangalli property. Management's initial conclusion is
that the Company has focused on too broad an area within the property and
believes that a greater likelihood of success can be realized were Golden Eagle
to focus on a smaller target area for more extensive sampling and analysis. The
additional work contemplated by the Company will require a significant amount of
additional financing; currently the Company does not have such financing in
place, and there can be no assurance that it will be able to obtain such
financing on reasonable terms, if at all. The Company's ability to conduct its
future operations remains subject to the other risks which have been previously
disclosed, including the inexperience of management in large open-pit and
high-volume mining operations, the Company's lack of historical profitability
and historical working capital shortages, risks attendant with operations in
isolated regions of Bolivia, price and currency fluctuations, environmental
issues, and the concentration of the Company's efforts on a single property.
Management's plan of operations for the Company is focused on two different
areas:
first, management is making every effort to bring the Company into
full compliance with each of its legal and contractual obligations. This
will include (without limitation) filing all reports required under the
Securities Exchange Act of 1934, as amended, and to meet the Company's
contractual obligations to file a registration statement allowing the
convertible debenture holders to resell the shares underlying the
debentures and to repay its indebtedness in accordance with the terms of
such indebtedness; and
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second, management desires to commence operations on Golden Eagle's
Cangalli property with a narrower focus as described above, using an
independent consultant of international reputation to substantiate the
economic mineability of the property, if possible (of which there can be no
assurance).
The Company and its management are making every effort to pursue this plan
of operations and expects to continue to do so over the next several months at a
minimum. Although management has exerted its best efforts to meet each of the
Company's obligations, in many cases management was prevented from doing so by
circumstances which were not within their control. The Company's management has
served for more than the past year without receiving any significant
compensation; the principal shareholders of the Company have advanced funds and
have guaranteed loans to the Company to provide the necessary working capital.
There can be no assurance that these shareholders, or any other person, will
continue to be willing to advance funds to allow the Company to carry out its
plan of operations. Without such funds, the Company's ability to continue its
operations on any basis is in doubt.
On May 7, 1998, the SEC filed a civil action (SEC vs. Golden Eagle
International, Inc., No. 98-Z-1020 [D. Colo.]) against Registrant; Registrant's
former president, Ron Knittle (resigned in May of 1996); Registrant's current
secretary/treasurer and a director, Mary Erickson; Registrant's former public
relations firm (which had not performed work for Registrant since before May
1996); and two individuals, regarding acts which had occurred between 1994 and
mid-1996. Among the allegations made in the SEC's complaint were that Registrant
and the individuals involved had issued press releases which were false and
misleading in an attempt to hype the value of the Registrant's stock. As a
result of the May 22, 1998, press release, the staff of the SEC's Central
Regional Office has advised the Company that it is contemplating a
recommendation to the full Commission that it amend the pending civil action to
include other violations which allegedly may have resulted from the May 22, 1998
press release. The Company and its management are continuing to discuss the
resolution of these issues with the staff of the Securities and Exchange
Commission, but have denied any wrongdoing which may be actionable under the
federal securities laws.
As noted, the future conduct of the business of the Company and its
response to issues raised by third parties are dependent upon a number of
factors, and there can be no assurance that Golden Eagle will be able to conduct
its operations as contemplated. Certain statements contained in this report
using the terms "may," "expects to," and other terms denoting future
possibilities, are forward-looking statements. The accuracy of these statements
cannot be guaranteed as they are subject to a variety of risks which are beyond
the Company's ability to predict or control and which may cause actual results
to differ materially from the projections or estimates contained herein. These
risks include, but are not limited to, the risks described above, and the other
risks associated with start-up mineral exploration operations, and the
operations of a company with insufficient liquidity and no historical
profitability. It is important that each person reviewing this report
understands the significant risks attendant to the operations of the Company and
its subsidiaries. As noted, the future conduct of the business of the Company
and its subsidiaries is dependent upon a number of factors, and there can be no
assurance that any of these companies will be able to conduct its operations as
contemplated herein. The Company disclaims any obligation to update any
forward-looking statement made herein.
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SIGNATURES
Pursuant to the requirements 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.
Date: September 25, 1998 Golden Eagle International, Inc.
By: /s/ Terry C. Turner
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Terry C. Turner, President
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