Colorado
|
84-1116515
|
|
(State of incorporation)
|
(IRS Employer Identification No.)
|
|
1 Park Plaza, Suite 600
Irvine, CA
|
92614
|
|
(Address of principal executive office)
|
(Zip Code)
|
Large accelerated filer
|
☐ |
Non-accelerated filer
|
☐ | (Do not check if a smaller reporting company) | |
Accelerated filer
|
☐ |
Smaller reporting company
|
☒ |
●
|
Mark Bogani resigned as an officer and director of the Company;
|
|
●
|
Frank Grey resigned as the Company's Secretary and Treasurer;
|
|
●
|
Tracy Madsen resigned as a director of the Company;
|
|
●
|
Robert Ferguson became a director of the Company and the Company's Chief Executive Officer;
|
|
●
|
Fred Popke became a director of the Company and the Company's Vice President, Secretary and Treasurer; and
|
|
●
|
John J. Carvelli and Barry Adnams became directors of the Company.
|
2013
|
Low
|
High
|
||||||
First Quarter
|
$
|
0.01
|
$
|
0.04
|
||||
Second Quarter
|
$
|
0.01
|
$
|
0.03
|
||||
Third Quarter
|
$
|
0.01
|
$
|
0.03
|
||||
Fourth Quarter
|
$
|
0.01
|
$
|
0.01
|
||||
2014
|
Low
|
High
|
||||||
First Quarter
|
$
|
0.01
|
$
|
0.02
|
||||
Second Quarter
|
$
|
0.01
|
$
|
0.01
|
||||
Third Quarter
|
$
|
0.01
|
$
|
0.01
|
||||
Fourth Quarter
|
$
|
0.01
|
$
|
0.01
|
Increase (I) or
|
||||
Item
|
Decrease (D)
|
Reason
|
||
|
||||
General and Administrative
|
D |
|
We recorded a decrease in General and Administrative expenses of $50,056 as a result of the cessation of all business activities other than company maintenance and attempts to sell the Gold Bar Mill. Office expenses were shared with other organizations. Professional fees decreased by $20,700 due to the Company suspending its SEC filings during 2014. Payroll taxes and management insurance benefits decreased by $6,642 and $8,914, respectively, due to the absence of wages as explained below.
|
|
Wages | D |
During 2013 our CFO was terminated, although he continued to serve as the Company's sole officer on a part-time consulting basis. He earned wages and severance pay totaling $350,000 during 2013 according to his compensation arrangement. The Company had no employees during 2014, and thus no wages.
|
||
Loss on sale of securities | D | All marketing securities we owned were sold during 2014 and prior years. No marketing securities were hled or sold during 2014. | ||
Impairment Loss
|
D |
|
We recorded an impairment loss in 2013. No additional impairment was recorded during 2014.
|
|
2014
|
2013
|
|||||||
Cash provided by (used in) operations
|
$
|
(41,350
|
)
|
$
|
(163,444
|
)
|
||
Proceeds from sale of marketable securities
|
---
|
93,841
|
||||||
Loan from related party
|
51,000
|
65,000
|
Name
|
Age
|
Position
|
||
Robert W. Ferguson
|
65
|
Chief Executive Officer and a Director
|
||
Fred Popke
|
57
|
Vice President, Secretary, Treasurer and Director
|
||
Frank Grey
|
63
|
Principal Financial and Accounting Officer and a Director
|
||
John J. Carvelli
|
54
|
Director
|
Name
|
Reason
|
|
Robert W. Ferguson
|
Management experience and experience in raising capital
|
|
Fred Popke
|
Management experience and experience in software development
|
|
Frank Grey
|
Experience in raising capital
|
|
John J. Carvelli
|
Management experience
|
Name and
Principal Position
|
Fiscal
Year
|
Salary(1)
|
Bonus(2)
|
Stock
Awards(3)
|
Option(4)
|
Other Annual
Compensation(5)
|
Total
($)
|
|||||||||||||
Tracy A. Madsen,
|
2014
|
--
|
--
|
--
|
--
|
-
|
--
|
|||||||||||||
Chief Executive Officer
|
2013
|
$ |
83,333
|
$ |
1,000
|
--
|
--
|
$ |
266,667
|
$ |
351,000
|
(1)
|
The dollar value of base salary (cash and non-cash) earned.
|
(2)
|
The dollar value of bonus (cash and non-cash) earned.
|
(3)
|
The value of the shares of restricted stock issued as compensation for services computed in accordance with ASC 718 on the date of grant.
|
(4)
|
The value of all stock options computed in accordance with ASC 718 on the date of grant.
|
(5)
|
All other compensation received that could not be properly reported in any other column of the table. In this case, Mr. Madsen received a note payable for $266,667 in lieu of severance pay.
|
●
|
Terry C. Turner resigned as a Director;
|
|
●
|
Tracy A. Madsen resigned as an Officer;
|
|
●
|
Mark A. Bogani was appointed as our President and Chief Executive Officer; and
|
|
●
|
Philip F. (Frank) Grey was appointed as our Chief Financial Officer, Chief Accounting Officer, Secretary and Treasurer, and as a Director.
|
●
|
Mark Bogani resigned as an officer and director of the Company;
|
|
●
|
Frank Grey resigned as the Company's Secretary and Treasurer;
|
|
●
|
Tracy Madsen resigned as a director of the Company;
|
|
●
|
Robert Ferguson became a director of the Company and the Company's Chief Executive Officer;
|
|
●
|
Fred Popke became a director of the Company and the Company's Vice President, Secretary and Treasurer; and
|
|
●
|
John J. Carvelli and Barry Adnams became directors of the Company.
|
|
Projected
|
Percent of time to be devoted
|
|||||||
Name
|
Compensation
|
to the Company's business
|
|||||||
Robert W. Ferguson
|
$
|
75,000
|
95
|
%
|
|||||
Fred Popke
|
$
|
75,000
|
95
|
%
|
|||||
Philip F. (Frank) Grey
|
$
|
10,000
|
20
|
%
|
Name and Address
|
Number of Shares
|
Percent of Class
|
||||||
Robert W. Ferguson
|
51,166,000
|
32
|
%
|
|||||
1 Park Plaza, Suite 600
|
||||||||
Irvine, CA 92614
|
||||||||
Fred Popke
|
52,445,150
|
32.8
|
%
|
|||||
1 Park Plaza, Suite 600
|
||||||||
Irvine, CA 92614
|
||||||||
Philip F. (Frank) Grey
|
--
|
--
|
||||||
2114 Ridge Plaza Dr.
|
||||||||
Castle Rock, CO 80108
|
||||||||
John J. Carvelli
|
--
|
--
|
||||||
450 Vista Roma
|
||||||||
Newport Beach, CA 92660
|
Mark Bogani
|
15,186,939
|
(1)
|
9.5
|
%
|
||||
3934 Platte Ave.
|
||||||||
Sedalia, CO 80135
|
||||||||
All Officers and Directors
|
103,611,150
|
64.8
|
%
|
|||||
as a group (4 persons)
|
(1)
|
Shares are registered in the name of Gulf Coast Capital, LLC, a company controlled by Mr. Bogani.
|
Name and Address
|
Number of Shares (1)
|
Percent of Class
|
||||||
Steve Olson
|
30,000
|
13
|
%
|
|||||
30-4 Woodland Hills Drive
|
||||||||
Southgate, Kentucky 41071
|
||||||||
Joseph Smith
|
25,000
|
10
|
%
|
|||||
725 College Terrace
|
||||||||
Niagara Falls, NY 14305
|
||||||||
Stuart Rubin
|
25,000
|
10
|
%
|
|||||
5876 N.W. 54th Circle
|
||||||||
Coral Springs, FL 33067
|
||||||||
Gulf Coast Capital, LLC (2)
|
160,000
|
67
|
%
|
|||||
901 Venetia Bay Blvd., Suite 350
|
||||||||
Venice, FL 34285-8041
|
(1)
|
Each Series B preferred share is convertible into one-half of a share of the Company's common stock. However, each Series B share is entitled to 250 votes on any matter submitted to the Company's shareholders. In contrast, each outstanding share of the Company's common stock is entitled to one vote per share. Since the number of votes to which the Series B shares are entitled is disproportionate to the number of common shares issuable upon the conversion of the Series B shares, bringing the voting rights of the Series B preferred shares in line with the Company's common stock is considered advisable. Accordingly, we plan to call a special meeting of the Company's shareholders to approve an amendment to the Series B preferred shares such that each Series B preferred share will be entitled to one vote per share on any matter submitted to the Company's shareholders.
|
(2)
|
Gulf Coast Capital is controlled by Mark Bogani, an officer and a director of the Company.
|
Number of
|
||||
Name
|
Shares Received
|
|||
Robert W. Ferguson
|
51,166,000
|
|||
Fred Popke
|
51,166,000
|
2014
|
2013
|
|||||||
|
||||||||
Audit Fees
|
$
|
--
|
$
|
19,796
|
||||
Audit-Related Fees
|
$
|
--
|
$
|
--
|
||||
Tax Fees
|
$
|
--
|
$
|
--
|
Exhibit
|
||
Number
|
Description
|
|
3.1
|
Articles of Incorporation. (1)
|
|
3.1.2
|
Certificate of Designation for the Series B Preferred Stock. (2)
|
|
3.1.3
|
Articles of Amendment (3)
|
|
(1)
|
Incorporated by reference from our registration statement on Form 10-SB that became effective June 17, 1994.
|
(2)
|
Incorporated by reference from our 8-K report dated December 29, 2006.
|
(3)
|
Incorporated by reference from our 8-K report dated September 14, 2007.
|
Golden Eagle International, Inc.
|
||||||||
Balance Sheets
|
||||||||
As of December 31, 2014 and 2013
|
||||||||
2014
|
2013
|
|||||||
ASSETS
|
||||||||
CURRENT ASSETS
|
||||||||
Cash and cash equivalents
|
$
|
12,987
|
$
|
3,337
|
||||
Prepaid expenses
|
1,100
|
1,100
|
||||||
Total current assets
|
14,087
|
4,437
|
||||||
PROPERTY AND EQUIPMENT
|
||||||||
Plant and mill - idle
|
350,000
|
350,000
|
||||||
Total property and equipment
|
350,000
|
350,000
|
||||||
Total Assets
|
$
|
364,087
|
$
|
354,437
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
CURRENT LIABILITIES
|
||||||||
Accounts payable
|
$
|
9,214
|
$
|
11,639
|
||||
Accounts payable - related parties
|
|
43,062
|
|
29,706
|
||||
Notes payable - related parties
|
732,667
|
681,667
|
||||||
Accrued interest payable - related parties
|
70,958
|
34,107
|
||||||
Total current liabilities
|
855,901
|
757,119
|
||||||
Total Liabilities
|
855,901
|
757,119
|
||||||
STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
Preferred stock, par value $.01 per share; 10,000,000 shares authorized,
|
||||||||
80,000 issued and outstanding
|
800
|
800
|
||||||
Common stock, par value $.0001 per share; 2,000,000,000 authorized shares;
|
||||||||
23,366,328 issued and outstanding shares
|
2,336
|
2,336
|
||||||
Additional paid-in capital
|
64,602,865
|
64,602,865
|
||||||
Accumulated (deficit)
|
(65,097,815
|
)
|
(65,008,683
|
)
|
||||
Total stockholders' equity (deficit)
|
(491,814
|
)
|
(402,682
|
)
|
||||
Total Liabilities and Stockholder's Equity (Deficit)
|
$
|
364,087
|
$
|
354,437
|
Golden Eagle International, Inc. | ||||||||
Statements of Operations and Other Comprehensive Income (Loss)
|
||||||||
For the Years Ended December 31, 2014 and 2013
|
||||||||
2014
|
2013
|
|||||||
REVENUES
|
$
|
-
|
$
|
-
|
||||
OPERATING EXPENSES
|
||||||||
Other general and administrative
|
52,281
|
102,337
|
||||||
Wages
|
-
|
351,000
|
||||||
Total operating expenses
|
52,281
|
453,337
|
||||||
OPERATING (LOSS)
|
(52,281
|
)
|
(453,337
|
)
|
||||
OTHER INCOME (EXPENSE)
|
||||||||
Impairment loss
|
|
-
|
(3,630,000
|
)
|
||||
Interest expense
|
(36,851
|
)
|
(26,580
|
)
|
||||
Loss on sale of securities
|
-
|
(283,266
|
)
|
|||||
Total other income (expense)
|
(36,851
|
)
|
(3,939,846
|
)
|
||||
Loss before income taxes
|
(89,132
|
)
|
(4,393,183
|
)
|
||||
Income taxes
|
-
|
-
|
||||||
NET LOSS ON CONTINUING OPERATIONS
|
(89,132
|
)
|
(4,393,183
|
)
|
||||
NET LOSS
|
(89,132
|
)
|
(4,393,183
|
)
|
||||
Basic and diluted gain (loss) per share on continuing operations
|
$
|
(0.00
|
)
|
$
|
(0.19
|
)
|
||
Weighted average shares outstanding - basic and diluted
|
23,366,328
|
23,366,328
|
||||||
OTHER COMPREHENSIVE INCOME
|
||||||||
Unrealized gain on securities
|
-
|
263,189
|
||||||
NET COMPREHENSIVE INCOME (LOSS)
|
$
|
(89,132
|
)
|
$
|
(4,129,994
|
)
|
Golden Eagle International, Inc.
|
||||||||
Statements of Cash Flows
|
||||||||
For the Years Ended December 31, 2014 and 2013
|
||||||||
2014
|
2013
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net income (loss)
|
$
|
(89,132
|
)
|
$
|
(4,393,183
|
)
|
||
Adjustments to reconcile net income (loss) to net cash (used) by operating activities:
|
||||||||
Non-cash compensation
|
-
|
266,667
|
||||||
Loss on sale of marketable securities
|
-
|
283,266
|
||||||
Impairment loss
|
-
|
3,630,000
|
||||||
Changes in operating assets and liabilities
|
||||||||
Increase (decrease) in accounts payable
|
(2,425
|
) |
3,430
|
|||||
Increase in accounts payable - related parties
|
13,356 | 19,796 | ||||||
Increase in accrued interest - related parties
|
36,851
|
26,580
|
||||||
|
||||||||
Net cash flows (used by) operating activities
|
(41,350
|
)
|
(163,444
|
)
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Proceeds from sale of marketable securities
|
-
|
93,841
|
||||||
Net cash flows provided by investing activities
|
-
|
93,841
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Proceeds from notes payable from a related party
|
51,000
|
65,000
|
||||||
Net cash flows (used in) provided by financing activities
|
51,000
|
65,000
|
||||||
NET CHANGE IN CASH
|
9,650
|
(4,603
|
)
|
|||||
CASH - BEGINNING OF PERIOD
|
3,337
|
7,940
|
||||||
CASH - END OF PERIOD
|
$
|
12,987
|
$
|
3,337
|
||||
SUPPLEMENTAL CASH FLOW INFORMATION
|
||||||||
Non-cash investing and financing activities
|
$ |
-
|
$ |
-
|
||||
Cash paid for
|
||||||||
Interest
|
$
|
-
|
$
|
-
|
||||
Income taxes
|
$ |
-
|
$ |
-
|
Golden Eagle International, Inc.
|
||||||||||||||||||||||||||||||||
Statement of Changes in Stockholders' Equity (Deficit) & Comprehensive Income (Loss)
|
||||||||||||||||||||||||||||||||
For the Period December 31, 2012 through December 31, 2014
|
||||||||||||||||||||||||||||||||
Additional
|
Comprehensive
|
|||||||||||||||||||||||||||||||
Preferred Stock
|
Common Stock
|
Paid-in
|
Accumulated
|
Income
|
||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
(Deficit)
|
(Loss)
|
Total
|
|||||||||||||||||||||||||
Balance at December 31, 2012
|
80,000
|
$
|
800
|
23,366,328
|
$
|
2,336
|
$
|
64,602,865
|
$
|
(60,615,500
|
)
|
$
|
(263,189
|
)
|
$
|
3,727,312
|
||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
(4,393,183
|
)
|
-
|
(4,393,183
|
)
|
||||||||||||||||||||||
Other comprehensive income
|
-
|
-
|
-
|
-
|
-
|
-
|
263,189
|
263,189
|
||||||||||||||||||||||||
Balance at December 31, 2013
|
80,000
|
$
|
800
|
23,366,328
|
$
|
2,336
|
$
|
64,602,865
|
$
|
(65,008,683
|
)
|
-
|
$
|
(402,682
|
)
|
|||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
(89,132
|
)
|
-
|
(89,132
|
)
|
||||||||||||||||||||||
Other comprehensive income
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||
Balance at December 31, 2014
|
80,000
|
$
|
800
|
23,366,328
|
$
|
2,336
|
$
|
64,602,865
|
$
|
(65,097,815
|
)
|
-
|
$
|
(491,814
|
)
|
Mining equipment
|
7-8 years
|
Vehicles
|
5 years
|
Office equipment
|
4-10 years
|
2014
|
2013
|
|||||||
Basic shares outstanding
|
23,366,328
|
23,366,328
|
||||||
Series B preferred stock
|
40,000
|
40,000
|
||||||
Total
|
23,406,328
|
23,406,328
|
Note payable to Terry Turner with an interest rate of 5% that matured on July 27, 2013 and is collateralized by the Gold Bar Mill. This note was entered into on July 27, 2012 in lieu of a severance payment due to Mr. Turner in accordance with his employment agreement. On August 31, 2016, the Company and Mr. Turner agreed to satisfy principal and interest with proceeds from the sale of the Gold Bar Mill. In consideration of this concession, Mr. Turner was issued 1,000 shares of the Company's common stock. As of December 31, 2014 and 2013, there was $42,527 and $25,027, respectively, in accrued interest outstanding on this note. On December 30, 2016, this note and the Gold Bar Mill were transferred to a subsidiary we created in October 2016 that was subsequently spun off, as explained in Note G.
|
$
|
350,000
|
$
|
350,000
|
||||
Note payable to Tracy Madsen with an interest rate of 5% that matured on August 12, 2014 and is collateralized by the Gold Bar Mill. This note was entered into on August 12, 2013 in lieu of a severance payment due to Mr. Madsen in accordance with his employment agreement. On August 31, 2016, the Company and Mr. Madsen agreed to satisfy principal and interest with proceeds from the sale of the Gold Bar Mill. In consideration of this concession, Mr. Madsen was issued 1,000 shares of the Company's common stock. As of December 31, 2014 and 2013, there was $21,114 and $7,781, respectively, in accrued interest outstanding on this note. On December 30, 2016, this note and the Gold Bar Mill were transferred to a subsidiary we created in October 2016 that was subsequently spun off, as explained in Note G.
|
$
|
266,667
|
$
|
266,667
|
||||
Uncollateralized Notes Payable to Gulf Coast Capital with an interest rate of 5% that were issued on August 2, 2013 and October 22, 2014, and are due on demand. As of December 31, 2014 and 2013, there was $4,602 and $1,299, respectively, in accrued interest outstanding.
|
$
|
70,500
|
$
|
65,000
|
||||
|
||||||||
Uncollateralized Note Payable to Terry Turner with an interest rate of 5% that was issued on various dates during 2014 and matured on December 31, 2014. As of December 31, 2014, there was $1,275 in accrued interest outstanding on this note.
|
$
|
45,500
|
--
|
|||||
Total
|
$
|
732,667
|
$
|
681,667
|
|
2014
|
2013
|
||||||
Net loss carry forward
|
$
|
4,712,000
|
$
|
4,682,000
|
||||
Valuation allowance
|
(4,712,000
|
)
|
(4,682,000
|
) | ||||
|
$
|
--
|
$
|
--
|
|
2014
|
2013
|
||||||
Provision (benefit) at US statutory rate of 34%
|
$
|
30,000
|
$
|
(1,494,000
|
)
|
|||
Permanent differences
|
-
|
1,234,000
|
||||||
Increase (decrease) in valuation allowance
|
(30,000
|
)
|
260,000
|
|||||
Ending balance
|
$
|
-
|
$
|
-
|
Date
|
Amount
|
||||
3/20/14
|
$
|
20,000
|
|||
7/10/14
|
20,000
|
||||
12/11/14
|
5,500
|
||||
7/28/15
|
10,000
|
||||
11/30/15
|
16,112
|
(Assignment of Crown Law payable) | |||
Principal
|
71,612
|
||||
Interest
|
3,832
|
||||
Total
|
$
|
75,444
|
Date
|
Amount
|
||||
8/2/13
|
$
|
60,000
|
|||
10/7/13
|
5,000
|
||||
10/22/14
|
5,500
|
||||
10/30/15
|
(1,000
|
)
|
(converted to 160,000 shares of Series B preferred stock)
|
||
12/31/15
|
71,612
|
(received by assignment from Terry Turner) | |||
12/31/15
|
4,000
|
||||
Total Principal
|
145,112
|
||||
Interest
|
11,951
|
||||
Total
|
$
|
157,063
|
●
|
Mark Bogani resigned as an officer and director;
|
|
●
|
Frank Grey resigned as our Secretary and Treasurer;
|
|
●
|
Tracy Madsen resigned as a director;
|
|
●
|
Robert Ferguson became a director and our Chief Executive Officer;
|
|
●
|
Fred Popke became a director and our Vice President, Secretary and Treasurer; and
|
|
●
|
John J. Carvelli and Barry Adnams became directors.
|
GOLDEN EAGLE INTERNATIONAL, INC. | |||
Dated: July 27, 2017
|
By:
|
/s/ Robert W. Ferguson | |
Robert W. Ferguson
|
|||
Chief Executive Officer
|
Signature
|
Title
|
Date
|
||
/s/ Robert W. Ferguson
|
Chief Executive Officer and a Director
|
July 27, 2017
|
||
Robert W. Ferguson
|
||||
/s/ Philip F. (Frank) Grey
|
Principal Financial and Accounting Officer and a Director
|
July 27, 2017
|
||
Philip F. (Frank) Grey
|
||||
/s/ Fred Popke
|
Director
|
July 27, 2017
|
||
Fred Popke
|
||||
/s/ John J. Carvelli
|
Director
|
July 27, 2017
|
||
John J. Carvelli
|
1.
|
I have reviewed this Annual Report on Form 10-K 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 this 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 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.
|
Date: July 27, 2017
|
By:
|
/s/ Robert W. Ferguson |
|
|
Robert W. Ferguson
Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K 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 this 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 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.
|
Date: July 27, 2017
|
By:
|
/s/ Philip F. (Frank) Grey |
|
|
Philip F. (Frank) Grey
Principal Financial Officer
|
(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. §78m or §78o(d)); and
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: July 27, 2017
|
By:
|
/s/ Robert W. Ferguson |
|
|
Robert W. Ferguson
Chief Executive Officer
|
By:
|
/s/ Philip F. (Frank) Grey | |
|
|
Philip F. (Frank) Grey
Principal Financial Officer
|
Document and Entity Information - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2014 |
Jun. 30, 2014 |
|
Document and Entity Information: | ||
Entity Registrant Name | GOLDEN EAGLE INTERNATIONAL INC | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2014 | |
Trading Symbol | myng | |
Amendment Flag | false | |
Entity Central Index Key | 0000869531 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 23,366,328 | |
Entity Public Float | $ 120,000 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | No | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2014 | |
Document Fiscal Period Focus | FY |
Balance Sheets As of December 31, 2014 and 2013 - USD ($) |
Dec. 31, 2014 |
Dec. 31, 2013 |
---|---|---|
CURRENT ASSETS | ||
Cash and cash equivalents | $ 12,987 | $ 3,337 |
Prepaid expenses | 1,100 | 1,100 |
Total current assets | 14,087 | 4,437 |
PROPERTY AND EQUIPMENT | ||
Plant and mill - idle | 350,000 | 350,000 |
Total property and equipment | 350,000 | 350,000 |
Total Assets | 364,087 | 354,437 |
CURRENT LIABILITIES | ||
Accounts payable | 9,214 | 11,639 |
Accounts payable - related parties | 43,062 | 29,706 |
Notes payable - related parties | 732,667 | 681,667 |
Accrued interest payable - related parties | 70,958 | 34,107 |
Total current liabilities | 855,901 | 757,119 |
Total Liabilities | 855,901 | 757,119 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock | 800 | 800 |
Common stock | 2,336 | 2,336 |
Additional paid-in capital | 64,602,865 | 64,602,865 |
Accumulated (deficit) | (65,097,815) | (65,008,683) |
Total stockholders' equity (deficit) | (491,814) | (402,682) |
Total Liabilities and Stockholder's Equity (Deficit) | $ 364,087 | $ 354,437 |
Statement of Financial Position - Parenthetical - $ / shares |
Dec. 31, 2014 |
Dec. 31, 2013 |
---|---|---|
Statement of Financial Position | ||
Preferred Stock, Par Value | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 80,000 | 80,000 |
Preferred Stock, Shares Outstanding | 80,000 | 80,000 |
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 2,000,000,000 | 2,000,000,000 |
Common Stock, Shares Issued | 23,366,328 | 23,366,328 |
Common Stock, Shares Outstanding | 23,366,328 | 23,366,328 |
Statements of Operations and Other Comprehensive Income (Loss) For the Years Ended December 31, 2014 and 2013 - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2014 |
Dec. 31, 2013 |
|
OPERATING EXPENSES | ||
Other general and administrative | $ 52,281 | $ 102,337 |
Wages | 351,000 | |
Total operating expenses | 52,281 | 453,337 |
OPERATING (LOSS) | (52,281) | (453,337) |
OTHER INCOME (EXPENSE) | ||
Impairment loss | (3,630,000) | |
Interest expense | (36,851) | (26,580) |
Loss on sale of securities | (283,266) | |
Total other income (expense) | (36,851) | (3,939,846) |
Loss before income taxes | (89,132) | (4,393,183) |
NET LOSS ON CONTINUING OPERATIONS | (89,132) | (4,393,183) |
Net income (loss) | $ (89,132) | $ (4,393,183) |
Basic and diluted gain (loss) per share on continuing operations | $ (0.00) | $ (0.19) |
Weighted average shares outstanding - basic and diluted | 23,366,328 | 23,366,328 |
OTHER COMPREHENSIVE INCOME | ||
Unrealized gain on securities | $ 263,189 | |
NET COMPREHENSIVE INCOME (LOSS) | $ (89,132) | $ (4,129,994) |
Statement of Changes in Stockholders' Equity (Deficit) & Comprehensive Income (Loss) For the Period December 31, 2012 through December 31, 2014 - USD ($) |
Total |
Preferred Stock |
Common Stock |
Additional Paid-in Capital |
Accumulated (Deficit) |
Comprehensive Income (Loss) |
---|---|---|---|---|---|---|
Balance, Value at Dec. 31, 2012 | $ 3,727,312 | $ 800 | $ 2,336 | $ 64,602,865 | $ (60,615,500) | $ (263,189) |
Balance, Shares at Dec. 31, 2012 | 80,000 | 23,366,328 | ||||
Net loss | (4,393,183) | (4,393,183) | ||||
Other comprehensive income | 263,189 | $ 263,189 | ||||
Balance, Value at Dec. 31, 2013 | $ (402,682) | $ 800 | $ 2,336 | 64,602,865 | (65,008,683) | |
Balance, Shares at Dec. 31, 2013 | 23,366,328 | 80,000 | 23,366,328 | |||
Net loss | $ (89,132) | (89,132) | ||||
Balance, Value at Dec. 31, 2014 | $ (491,814) | $ 800 | $ 2,336 | $ 64,602,865 | $ (65,097,815) | |
Balance, Shares at Dec. 31, 2014 | 23,366,328 | 80,000 | 23,366,328 |
Note A - Organization and Business |
12 Months Ended |
---|---|
Dec. 31, 2014 | |
Notes | |
Note A - Organization and Business | Note A Organization and Business
Organization and Nature of Business
Golden Eagle International, Inc. ("we," "us" or "Golden Eagle") was incorporated in Colorado on July 21, 1988. From late 2008 through June 2009, we were engaged in contract gold milling operations in the state of Nevada in the United States.
We have not had any business operations since we disposed of our wholly-owned subsidiary, Golden Eagle International, Inc. (Bolivia) in the first quarter of fiscal 2010. Prior to that time we had been involved in the business of minerals exploration and (prior to 2005) mining and milling operations in Bolivia through that subsidiary.
We currently own the Gold Bar Mill (the "Mill") in Eureka, Nevada which is not currently in operation and which will require a significant expenditure to rehabilitate should we choose to do so. Although we have been attempting to seek value for our investment in the Gold Bar Mill since its acquisition in 2004 and continue to do so, we have not been able to obtain the financing necessary to rehabilitate the Mill or enter into a joint venture or other business arrangement with respect to the Mill. The Mill is reported in our balance sheet at its expected net realizable value at December 31, 2014. On December 30, 2016, the Mill and its associated liabilities were transferred to a subsidiary we created in October 2016 and subsequently spun off, as explained in Note G.
Going Concern
The financial statements for the years ended December 31, 2014 and 2013 have been prepared on the going concern basis which assumes that adequate sources of financing will be obtained as required and that our assets will be realized and liabilities settled in the ordinary course of business. Accordingly, the financial statements do not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern. The Company has not yet achieved profitable operations, has accumulated losses of ($65,097,815) since its inception through December 31, 2014 and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company's ability to continue as a going concern. Should we be unable to sell the Gold Bar Mill or enter into a joint venture or merger arrangement with another party it is unlikely that we can continue as a going concern. In this event, we will seek to obtain other forms of debt or equity financing to remain a going concern. However, we can offer no assurances that we will be successful in these efforts. |
Note B - Summary of Significant Accounting Policies |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Note B - Summary of Significant Accounting Policies | Note B Summary of Significant Accounting Policies
Use of Estimates
Preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimates, and such differences may be material to the financial statements.
Concentration of Credit Risk
From time to time our cash balances, held at a major financial institution, exceed the federally insured limits of $250,000. Our management believes that the financial institution is financially sound and the risk of loss is low.
Fair Value of Financial Instruments
We use the established three-level valuation hierarchy for valuing and disclosing our financial instruments at fair value. The three levels are defined as follows:
Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.
The carrying amounts reported in the balance sheets for cash, receivables, and current liabilities are at cost which approximates their fair value due to their short-term nature.
As part of our August 2010 settlement with Queenstake Resources we obtained 2,000,000 shares of common stock of Queenstake's parent company, Yukon Nevada Gold Corp. ("YNG"). On October 9, 2012, Yukon Nevada Gold Corp. commenced trading on the Toronto Stock Exchange under the name Veris Gold Corp. with the symbol VG. On that same date, Veris Gold Corp. instituted a 10 for 1 reverse split of its common shares. All numbers for Veris Gold Corp./Yukon Nevada Gold Corp. in these financial statements are based on a post reverse price and quantity. In these financial statements Yukon Nevada Gold Corp./Veris Gold Corp. will be referred to as Veris Gold and or VG.
At December 31, 2014, we had sold all the shares of VG. Since the securities were classified as available for sale, we recognized realized gains/losses and declines in value of the securities deemed to be other than temporary in earnings. Unrealized gains/losses were recognized as a component of other comprehensive income. During the year ended December 31, 2013, we recognized an unrealized gain of $263,189 on our VG common stock holding, and a $283,266 loss on the sale of our entire investment in VG, resulting in $0 remaining unrealized gains/losses in accumulated other comprehensive income/loss at December 31, 2013.
Cash and Cash Equivalents
For the statement of cash flows, any liquid investments with a maturity of three months or less at the time of acquisition are considered to be cash equivalents.
Property, Equipment and Mineral Development
Property and equipment are recorded at cost. Maintenance and repair costs are charged to expense as incurred, and renewals and improvements that extend the useful life of assets are capitalized. Depreciation on property and equipment is computed using the straight-line method over the assets' estimated useful lives as follows:
At December 31, 2014 and 2013, our only property or equipment is the Gold Bar Mill located near Eureka, Nevada. The Mill has been idle since acquisition; therefore, no depreciation expense has been recognized.
Long-Lived Assets
We periodically review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment losses are recognized when the estimated future cash flows are less than the carrying amount of the asset calculated on discounted cash flow basis.
For the year ended December 31, 20014 we did not recognize any impairment charges. During 2013, we determined that the value of the Mill was less than the carrying amount of the Mill reflected in our Balance Sheet. As a result of unsuccessful attempts to sell the mill and based on valuation assessments from outside sources, the carrying amount of the Mill was reduced from acquisition cost of $3,980,000 to $350,000, and we recognized an impairment loss during 2013 of $3,630,000.
Stock Based Compensation
We measure stock-based compensation cost relative to the estimated fair value of the awards on the grant date using a Black Scholes options pricing model. We recognize the cost as the awards vest.
Income (Loss) Per Share
The computation of basic earnings (loss) per common share is based on the weighted average number of shares outstanding during each year.
The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the year plus the common stock equivalents as detailed in the following chart. In 2014 and 2013 the inclusion of these shares would have resulted in a weighted average shares fully diluted number that was anti-dilutive and as such they are excluded.
Stock equivalents consist of the following:
Fully diluted shares for the years ended December 31,
Income Taxes
Income taxes are accounted for under the liability method. Under the liability method, future tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the financial statements and their respective tax bases. Future tax assets and liabilities are measured using enacted or substantially enacted income tax rates expected to apply when the asset is realized or the liability settled.
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax law and rates on the date of enactment.
Effect of New Accounting Pronouncements
There are no recent accounting pronouncements that are expected to have a material impact on our financial position, results of operations or cash flows. |
Note C - Loans and Notes Payable - Related Parties |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note C - Loans and Notes Payable - Related Parties | Note C Loans and Notes Payable - Related Parties
We have related party debt obligations outstanding at December 31, 2014 and 2013 as follows:
|
Note D - Stockholders' Equity |
12 Months Ended |
---|---|
Dec. 31, 2014 | |
Notes | |
Note D - Stockholders' Equity | Note D Stockholders' Equity
Common Stock
During the two years ended December 31, 2014 and 2013 we did not issue any shares of common stock.
Preferred stock
Our Articles of Incorporation provide that we may issue up to 10,000,000 shares of various series of preferred stock. Subject to the requirements of the Colorado Business Corporation Act, the Board of Directors may issue the preferred stock in series with rights and preferences as the Board of Directors may determine appropriate, without shareholder approval. As of December 31, 2014 and 2013, 4,500,000 shares of our Series B Preferred Stock had been authorized for issuance, of which 80,000 were issued and outstanding. These 80,000 Series B shares are convertible into 40,000 common shares. |
Note E - Related Party Transactions |
12 Months Ended |
---|---|
Dec. 31, 2014 | |
Notes | |
Note E - Related Party Transactions | Note E Related Party Transactions
An entity controlled by Mark Bogani, a Director, has provided consulting services, as it relates to stock transfer services, in the amount of $6,125 (plus $1,440 in finance charges included in Interest Expense on the Statements of Operations) and $5,844 during the years ended December 31, 2014 and 2013, respectively. The amounts owing as at December 31, 2014 and 2013 were $13,159 (including $1,440 in accrued interest included in Accrued Interest Payable - Related Parties on the Balance Sheet) and $5,594, respectively.
We share certain office expenses with Crown Law Ltd, a law firm owned by Terry Turner our Chairman of the Board of Directors. Crown Law Ltd. deposits funds with us against which we apply their portion of rent, utilities and other expenses as we incur these expenses. As of December 31, 2014 we owed Crown Law Ltd. $17,343 which is included with our accounts payable - related parties on our financial statements.
As of August 2013, we contract with Avcon Services, a Company owned by Tracy Madsen, through which Mr. Madsen provides CFO services to the Company. We incurred $24,000 and $20,000 with Avcon during 2014 and 2013, respectively, of which $14,000 and $0 was owed to Avcon at December 31, 2014 and 2013, respectively.
See Note C for information concerning loans from Related Parties. |
Note F - Income Taxes |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note F - Income Taxes | Note F Income Taxes
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences, and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Deferred tax assets and valuation allowance at December 31, 2014 and 2013:
A provision for income taxes has not been made due to net operating loss carry-forwards of $13,858,643 and $13,769,511 at December 31, 2014 and 2013, respectively, which may be offset against future taxable income through 2032. No tax benefit has been reported in the financial statements.
The actual provision for income tax differs from the statutory U.S. federal income tax rate for the years ended December 31, 2014 and 2013, respectively, as follows:
Current accounting guidance requires the Company to provide a reconciliation of the beginning and ending amount of unrecognized tax impacts related to the sustainability of tax positions taken in current and prior periods.
As of December 31, 2014, the Company did not have any tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the next 12 months.
The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of December 31, 2014, and 2013, the Company had no accrued interest or penalties related to uncertain tax positions.
The tax years that remain subject to examination by major taxing jurisdictions are those for the years ended December 31, 2011 through the present. |
Note G - Subsequent Events |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Notes | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note G - Subsequent Events | Note G Subsequent Events
Stock Issuances
On October 30, 2015, we issued 160,000 shares of our Series B Preferred stock to Gulf Coat Capital, LLC in satisfaction of debt in the amount of $1,000. Gulf Coast Capital is controlled by Mark Bogani, who was our Chief Executive Officer between October 1, 2015 and October 8, 2016.
During August and September 2016, we sold 4,000,000 shares of our common stock, as well as warrants to purchase an additional 6,000,000 shares of our common stock, to a group of private investors for $100,000. The warrants are exercisable at prices between $0.05 and $0.20 per share at any time between June 30, 2017 and June 30, 2019.
On December 30, 2016, Gulf Coast Capital, LLC, a company controlled by Mark Bogani, one of our former officers and directors, converted a note in the principal amount of $115,000 into 4,600,000 shares of our common stock.
Notes Payable
Terry Turner lent (or was assigned) the Company the following:
These individual amounts had been accruing interest at 5%, and on December 31, 2015, the outstanding amounts were consolidated into a single convertible note also bearing interest at 5%. The note and accrued interest, or any portion thereof, were convertible at the option of Mr. Turner, into the Company's common stock at a fixed rate of $.025 per share through December 31, 2020. Also on December 31, 2015, the note was assigned to a related party Gulf Coast Capital, a company owned by the Company's then-officer/director, Mark Bogani.
Gulf Coast Capital lent (or was assigned) the Company the following:
These individual amounts had been accruing interest at 5%, and on September 30, 2016, these and additional outstanding amounts were consolidated into a single convertible note totaling $160,583 bearing interest at 5%. The note and accrued interest, or any portion thereof, are convertible at the option of Gulf Coast Capital into the Company's common stock at a fixed rate of $.025 per share through December 31, 2020.
On December 31, 2015, the Company executed a Consolidated Convertible Promissory Note with Avcon Services, a company owned by Tracy Madsen. The principal amount of $30,500 represented an accumulation of monthly expenses incurred with Avcon during 2014 and 2015. Interest had been accruing at 5%, was to continue accruing until converted or repaid, and totaled $1,529 at December 31, 2015, resulting in total payable amount of $32,029. At the option of Mr. Madsen, the note and accrued interest, or any part thereof, are convertible into the Company's common stock at a fixed rate of $.025 per share through December 31, 2020.
On September 22, 2016, the Company received $50,000 from an unrelated party, and executed a Convertible Note, which bears interest at 6% and has a maturity date of September 22, 2017. At the option of the noteholder, the principal and accrued interest, in whole or in $100 portions, are convertible into the amount of principal plus accrued interest at the price of $.025 per share. With $0 accrued interest, this computes to 2,000,000 shares of the Company's common stock, which will increase ratably as interest accrues over time. Business Combination
On October 28, 2016, we acquired Advantego Technologies, Inc. ("Advantego") in exchange for 127,915,000 shares of our common stock. Advantego develops software products and related services which are designed to enable an organization to rapidly and cost effectively create a comprehensive promotional and marketing campaign using social media marketing, customer relationship management, and lead generation. Advantego is a California corporation formed on July 29, 2016. As of December 30, 2016, Advantego had not entered into any agreements to provide its services to any third parties and had not earned any revenue.
In connection with this acquisition, the following management changes took place on October 28, 2016:
Mark Bogani resigned as an officer and director; Frank Grey resigned as our Secretary and Treasurer; Tracy Madsen resigned as a director; Robert Ferguson became a director and our Chief Executive Officer; Fred Popke became a director and our Vice President, Secretary and Treasurer; and John J. Carvelli and Barry Adnams became directors.
Frank Grey remained as our Principal Financial and Accounting Officer and a director.
On December 30, 2016, we transferred the Gold Bar mill and its associated liabilities - consisting of severance pay notes payable plus accrued interest owed to former officers and directors Terry Turner and Tracy Madsen - to a wholly-owned subsidiary, Quove Corporation, which we formed on October 31, 2016. Also on December 30, 2016, we subsequently transferred the shares of the subsidiary to a trust. When permitted by the rules and regulations of the Securities and Exchange Commission, the shares will be distributed to our shareholders who owned eleven or more shares of our common stock at the close of business on October 27, 2016. Quove Corporation has not had any operations since its inception. |
Note A - Organization and Business: Organization and Nature of Business (Policies) |
12 Months Ended |
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Dec. 31, 2014 | |
Policies | |
Organization and Nature of Business | Organization and Nature of Business
Golden Eagle International, Inc. ("we," "us" or "Golden Eagle") was incorporated in Colorado on July 21, 1988. From late 2008 through June 2009, we were engaged in contract gold milling operations in the state of Nevada in the United States.
We have not had any business operations since we disposed of our wholly-owned subsidiary, Golden Eagle International, Inc. (Bolivia) in the first quarter of fiscal 2010. Prior to that time we had been involved in the business of minerals exploration and (prior to 2005) mining and milling operations in Bolivia through that subsidiary.
We currently own the Gold Bar Mill (the "Mill") in Eureka, Nevada which is not currently in operation and which will require a significant expenditure to rehabilitate should we choose to do so. Although we have been attempting to seek value for our investment in the Gold Bar Mill since its acquisition in 2004 and continue to do so, we have not been able to obtain the financing necessary to rehabilitate the Mill or enter into a joint venture or other business arrangement with respect to the Mill. The Mill is reported in our balance sheet at its expected net realizable value at December 31, 2014. On December 30, 2016, the Mill and its associated liabilities were transferred to a subsidiary we created in October 2016 and subsequently spun off, as explained in Note G. |
Note A - Organization and Business: Going Concern (Policies) |
12 Months Ended |
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Dec. 31, 2014 | |
Policies | |
Going Concern | Going Concern
The financial statements for the years ended December 31, 2014 and 2013 have been prepared on the going concern basis which assumes that adequate sources of financing will be obtained as required and that our assets will be realized and liabilities settled in the ordinary course of business. Accordingly, the financial statements do not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern. The Company has not yet achieved profitable operations, has accumulated losses of ($65,097,815) since its inception through December 31, 2014 and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company's ability to continue as a going concern. Should we be unable to sell the Gold Bar Mill or enter into a joint venture or merger arrangement with another party it is unlikely that we can continue as a going concern. In this event, we will seek to obtain other forms of debt or equity financing to remain a going concern. However, we can offer no assurances that we will be successful in these efforts. |
Note B - Summary of Significant Accounting Policies: Use of Estimates (Policies) |
12 Months Ended |
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Dec. 31, 2014 | |
Policies | |
Use of Estimates | Use of Estimates
Preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimates, and such differences may be material to the financial statements. |
Note B - Summary of Significant Accounting Policies: Concentration of Credit Risk (Policies) |
12 Months Ended |
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Dec. 31, 2014 | |
Policies | |
Concentration of Credit Risk | Concentration of Credit Risk
From time to time our cash balances, held at a major financial institution, exceed the federally insured limits of $250,000. Our management believes that the financial institution is financially sound and the risk of loss is low. |
Note B - Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies) |
12 Months Ended |
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Dec. 31, 2014 | |
Policies | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments
We use the established three-level valuation hierarchy for valuing and disclosing our financial instruments at fair value. The three levels are defined as follows:
Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.
The carrying amounts reported in the balance sheets for cash, receivables, and current liabilities are at cost which approximates their fair value due to their short-term nature.
As part of our August 2010 settlement with Queenstake Resources we obtained 2,000,000 shares of common stock of Queenstake's parent company, Yukon Nevada Gold Corp. ("YNG"). On October 9, 2012, Yukon Nevada Gold Corp. commenced trading on the Toronto Stock Exchange under the name Veris Gold Corp. with the symbol VG. On that same date, Veris Gold Corp. instituted a 10 for 1 reverse split of its common shares. All numbers for Veris Gold Corp./Yukon Nevada Gold Corp. in these financial statements are based on a post reverse price and quantity. In these financial statements Yukon Nevada Gold Corp./Veris Gold Corp. will be referred to as Veris Gold and or VG.
At December 31, 2014, we had sold all the shares of VG. Since the securities were classified as available for sale, we recognized realized gains/losses and declines in value of the securities deemed to be other than temporary in earnings. Unrealized gains/losses were recognized as a component of other comprehensive income. During the year ended December 31, 2013, we recognized an unrealized gain of $263,189 on our VG common stock holding, and a $283,266 loss on the sale of our entire investment in VG, resulting in $0 remaining unrealized gains/losses in accumulated other comprehensive income/loss at December 31, 2013. |
Note B - Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies) |
12 Months Ended |
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Dec. 31, 2014 | |
Policies | |
Cash and Cash Equivalents | Cash and Cash Equivalents
For the statement of cash flows, any liquid investments with a maturity of three months or less at the time of acquisition are considered to be cash equivalents. |
Note B - Summary of Significant Accounting Policies: Property, Equipment and Mineral Development (Policies) |
12 Months Ended | ||||||
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Dec. 31, 2014 | |||||||
Policies | |||||||
Property, Equipment and Mineral Development | Property, Equipment and Mineral Development
Property and equipment are recorded at cost. Maintenance and repair costs are charged to expense as incurred, and renewals and improvements that extend the useful life of assets are capitalized. Depreciation on property and equipment is computed using the straight-line method over the assets' estimated useful lives as follows:
At December 31, 2014 and 2013, our only property or equipment is the Gold Bar Mill located near Eureka, Nevada. The Mill has been idle since acquisition; therefore, no depreciation expense has been recognized. |
Note B - Summary of Significant Accounting Policies: Long-lived Assets (Policies) |
12 Months Ended |
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Dec. 31, 2014 | |
Policies | |
Long-lived Assets | Long-Lived Assets
We periodically review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment losses are recognized when the estimated future cash flows are less than the carrying amount of the asset calculated on discounted cash flow basis.
For the year ended December 31, 20014 we did not recognize any impairment charges. During 2013, we determined that the value of the Mill was less than the carrying amount of the Mill reflected in our Balance Sheet. As a result of unsuccessful attempts to sell the mill and based on valuation assessments from outside sources, the carrying amount of the Mill was reduced from acquisition cost of $3,980,000 to $350,000, and we recognized an impairment loss during 2013 of $3,630,000. |
Note B - Summary of Significant Accounting Policies: Stock Based Compensation (Policies) |
12 Months Ended |
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Dec. 31, 2014 | |
Policies | |
Stock Based Compensation | Stock Based Compensation
We measure stock-based compensation cost relative to the estimated fair value of the awards on the grant date using a Black Scholes options pricing model. We recognize the cost as the awards vest. |
Note B - Summary of Significant Accounting Policies: Income (Loss) Per Share (Policies) |
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Income (Loss) Per Share | Income (Loss) Per Share
The computation of basic earnings (loss) per common share is based on the weighted average number of shares outstanding during each year.
The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the year plus the common stock equivalents as detailed in the following chart. In 2014 and 2013 the inclusion of these shares would have resulted in a weighted average shares fully diluted number that was anti-dilutive and as such they are excluded.
Stock equivalents consist of the following:
Fully diluted shares for the years ended December 31,
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Note B - Summary of Significant Accounting Policies: Income Taxes (Policies) |
12 Months Ended |
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Dec. 31, 2014 | |
Policies | |
Income Taxes | Income Taxes
Income taxes are accounted for under the liability method. Under the liability method, future tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the financial statements and their respective tax bases. Future tax assets and liabilities are measured using enacted or substantially enacted income tax rates expected to apply when the asset is realized or the liability settled.
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax law and rates on the date of enactment. |
Note B - Summary of Significant Accounting Policies: Effect of New Accounting Pronouncements (Policies) |
12 Months Ended |
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Dec. 31, 2014 | |
Policies | |
Effect of New Accounting Pronouncements | Effect of New Accounting Pronouncements
There are no recent accounting pronouncements that are expected to have a material impact on our financial position, results of operations or cash flows. |
Note B - Summary of Significant Accounting Policies: Income (Loss) Per Share: Schedule of Earnings Per Share, Diluted, by Common Class, Including Two Class Method (Tables) |
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Schedule of Earnings Per Share, Diluted, by Common Class, Including Two Class Method |
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Note C - Loans and Notes Payable - Related Parties: Schedule of Related Party Transactions (Tables) |
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Dec. 31, 2014 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Schedule of Related Party Transactions |
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Note F - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables) |
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Schedule of Deferred Tax Assets and Liabilities |
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Note F - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables) |
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Tables/Schedules | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Effective Income Tax Rate Reconciliation |
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Note G - Subsequent Events: Schedule of Debt (Tables) |
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Schedule of Debt |
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Note G - Subsequent Events: Convertible Debt (Tables) |
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Convertible Debt |
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Note A - Organization and Business: Going Concern (Details) - USD ($) |
Dec. 31, 2014 |
Dec. 31, 2013 |
---|---|---|
Details | ||
Accumulated (deficit) | $ (65,097,815) | $ (65,008,683) |
Note B - Summary of Significant Accounting Policies: Long-lived Assets (Details) |
12 Months Ended |
---|---|
Dec. 31, 2013
USD ($)
| |
Details | |
Impairment loss | $ 3,630,000 |
Note D - Stockholders' Equity (Details) - shares |
Dec. 31, 2014 |
Dec. 31, 2013 |
---|---|---|
Details | ||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Outstanding | 80,000 | 80,000 |
Note E - Related Party Transactions (Details) - USD ($) |
12 Months Ended | |
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Dec. 31, 2014 |
Dec. 31, 2013 |
|
Details | ||
Professional and Contract Services Expense | $ 6,125 | $ 5,844 |
Accrued Professional Fees, Current | 13,159 | 5,594 |
Due to Affiliate, Current | 17,343 | |
Increase (Decrease) in Due to Related Parties | 24,000 | 20,000 |
Due to Related Parties, Current | $ 14,000 | $ 0 |
Note F - Income Taxes (Details) - USD ($) |
Dec. 31, 2014 |
Dec. 31, 2013 |
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Details | ||
Operating Loss Carryforwards | $ 13,858,643 | $ 13,769,511 |
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