0001127855-16-000622.txt : 20160505 0001127855-16-000622.hdr.sgml : 20160505 20160505152759 ACCESSION NUMBER: 0001127855-16-000622 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20160331 FILED AS OF DATE: 20160505 DATE AS OF CHANGE: 20160505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOLDEN EAGLE INTERNATIONAL INC CENTRAL INDEX KEY: 0000869531 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 841116515 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-23726 FILM NUMBER: 161623361 BUSINESS ADDRESS: STREET 1: 9653 SOUTH 700 EAST CITY: SANDY STATE: UT ZIP: 84070 BUSINESS PHONE: 8016199320 MAIL ADDRESS: STREET 1: 9653 SOUTH 700 EAST CITY: SANDY STATE: UT ZIP: 84070 FORMER COMPANY: FORMER CONFORMED NAME: BENEFICIAL CAPITAL FINANCIAL SERVICES CORP DATE OF NAME CHANGE: 19940329 10-Q 1 geii10q033116.htm GOLDEN EAGLE INTERNATIONAL 10Q, 03.31.16 geii10q033116.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

x Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act Of 1934

For the quarterly period ended March 31, 2016

o Transition Report Under Section 13 or 15(d) of the Securities Exchange Act Of 1934

For the transition period from _______________ to _______________

Commission File Number:    0-23726

GOLDEN EAGLE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
 
COLORADO 84-1116515
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
4628 S. Broadway
Englewood, CO 80113
 (Address of principal executive offices, including Zip Code)
 
720-600-9098
(Issuer’s telephone number, including area code)
 
9653 South 700 East, Salt Lake City, UT  84070
 (Former name or former address if changed since last report)
 
Check whether the issuer (1) has filed all reports required to be filed by section 13 or 15(d) of the Exchange Act during the past 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 o     No x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes o     No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 
Large accelerated filer
o
Accelerated filer
o
 
Non-accelerated filer
o
Smaller reporting company
x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes o     No x
 
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 23,376,688 shares of common stock as of May 3, 2016.
 
 
 
1
 
 
 
PART I
 
Pursuant to Rule 13a-13 (c) of the Securities and Exchange Commission, the information required by Part I of this report is not filed.

PART II

Item 6.  Exhibits

Exhibits

 
 
 
 
 
 
 
 
 
 
 
 

 
 
2
 
 
 
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.
 
 
  GOLDEN EAGLE INTERNATIONAL, INC.  
       
       
May 3, 2016
By:
/s/ Mark Bogani  
    Mark Bogani, Principal Executive Officer  
       
       
  By: /s/ Philip F. Grey  
    Philip F. Grey, Principal Financial Officer  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3 
EX-31 2 geiiexh31.htm GOLDEN EAGLE INTERNATIONAL 10Q, CERTIFICATION 302 geiiexh31.htm
EXHIBIT 31
 
 
CERTIFICATIONS
 
I, Mark Bogani, certify that;

1.           I have reviewed this quarterly report on Form 10-Q of Golden Eagle International, Inc.;

2.           Based on my knowledge, this report, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the report;

3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.           The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)           Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of condensed financial statements for external purposes in accordance with generally accepted accounting principles;

c)           Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)           Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.           The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)           All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
b)           Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
 
May 3, 2016
 By:  /s/ Mark Bogani  
    Mark Bogani,  
    Principal Executive Officer  
 
 

 
 
 
 
 
 
CERTIFICATIONS
 
I, Philip F. Grey, certify that;

1.           I have reviewed this quarterly report on Form 10-Q of Golden Eagle International, Inc.;

2.           Based on my knowledge, this report, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the report;

3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.           The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)           Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of condensed financial statements for external purposes in accordance with generally accepted accounting principles;

c)           Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)           Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.           The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)           All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
b)           Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
 
May 3, 2016
By:
/s/ Philip F. Grey  
    Philip F. Grey,  
    Principal Financial Officer  
 
 
 
EX-32 3 geiiexh32.htm GOLDEN EAGLE INTERNATIONAL 10Q, CERTIFICATION 906 geiiexh32.htm
EXHIBIT 32
 

In connection with the Quarterly Report of Golden Eagle International, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2016 as filed with the Securities and Exchange Commission (the “Report”), Mark Bogani, the Principal Executive Officer, and Philip F. Grey, the Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of their knowledge:

 
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
 
(2)
The information contained in the Report fairly presents, in all material respects the financial condition and results of operations of the Company.
 
 
May 3, 2016
By:
/s/ Mark Bogani  
   
Mark Bogani, Principal Executive Officer
  
       
       
  By: /s/ Philip F. Grey  
   
Philip F. Grey, Principal Financial Officer