Advantego Corp - Quarter Report: 2011 June (Form 10-Q)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
|
[X]
|
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for quarter period ended
|
June 30, 2011
|
[ ]
|
|
Transition report pursuant to 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 of incorporation) | (IRS Employer Identification No.) |
9653 South 700 East, Salt Lake City, UT 84070
(Address of principal executive offices) (Zip Code)
Golden Eagle's telephone number, including area code: (801) 619-9320
____________________________________
Former Address if Changed Since Last Report
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.
[ X ] Yes [ ] No
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).
[X] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer and “smaller reporting company” in rule 12b-2 of the Exchange Act.
Large accelerated filer |_| Accelerated filer |_|
Non-accelerated filer |_| Smaller reporting company |X|
1
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
|_| Yes |X| No
At August 15, 2011, there were 14,525,044 shares of Company common stock outstanding.
2
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
The unaudited Financial Statements for the three and six months ended June 30, 2011 are attached hereto and incorporated by reference herein. Please refer to pages F-1 through F-10 following the signature page.
Item 2. Management's discussion and analysis of financial condition and results of operations
Throughout this Quarterly Report on Form 10-Q Golden Eagle International, Inc. is referred to as “we”, “our”, “us”, the “Company” and “Golden Eagle.”
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Because we want to provide you with more meaningful and useful information, this Quarterly Report on Form 10-Q contains certain “forward-looking statements” (as such term is defined in Section 21E of the Securities Exchange Act of 1934, as amended). These statements reflect our current expectations regarding our possible future results of operations, performance and achievements. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, regulations of the Securities and Exchange Commission and common law.
Wherever possible, we have tried to identify these forward-looking statements by using words such as “anticipate,” “believe,” “estimate,” “expect,” “plan,” “intend,” and similar expressions. These statements reflect our current beliefs and are based on information currently available to us. Accordingly, these statements are subject to certain risks, uncertainties, and contingencies, including those set forth under the heading “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2010, which could cause our actual results, performance, or achievements to differ materially from those expressed in, or implied by, such statements. Readers are cautioned that forward-looking statements are not guarantees of future performance and that actual results or developments may differ materially from those expressed or implied in the forward-looking statements.
We are under no duty to update any of these forward-looking statements after the date of this report. You should not place undue reliance on these forward-looking statements.
Overview; Plan of Operations
The following discussion should be read in conjunction with our financial statements and related notes appearing elsewhere in this Form 10-Q and our Annual Report on Form 10-K for our fiscal year ended December 31, 2010.
A. U.S. Assets and Operations
The Gold Bar Mill.
In 2004, we purchased the 3,500 to 4,500 ton-per-day (“tpd”) Gold Bar CIP gold mill (the “Gold Bar Mill”) located 25 miles northwest of Eureka, Nevada. Initially, our plan was to disassemble the Gold Bar Mill and transport it to Bolivia to be reconstructed on our former A Zone project in eastern Bolivia. However, for various reasons we determined that the best course of action with regards to the Gold Bar Mill was to leave it in place and explore other options related to the mill in Nevada. The Gold Bar Mill was not in operation when we acquired it, and it has not been in operation during our period of ownership. At the present time, the Gold Bar Mill is our only significant capital asset
We are exploring and considering various alternatives with respect to the Gold Bar Mill. Among the options we are considering are:
3
|
|
-
|
A merger or an outright sale either for cash or stock and other consideration contingent upon identifying a suitable buyer.
|
|
|
-
|
Rehabilitating the Gold Bar Mill for toll refining which is defined as processing ore through our mill for a fixed fee or toll that is produced by a third-party mining company from its mine on its current site, although we do not have the capital resources to do so;
|
|
|
-
|
Engaging in a joint venture or other strategic transaction with other parties that may be able to produce ore from their mines and wish to utilize the mill.
|
Although we have engaged in general discussions with certain third parties regarding certain possibilities with respect to the Gold Bar Mill, to date we have not taken any definitive steps that would result in either the Gold Bar Mill being put into operation, sold, or otherwise monetized for the Company’s benefit.
Due to the revocation of the PCAOB registration of our prior auditor and the resultant impact on its audit opinion for the year ended December 31, 2009, we are not currently able to engage in any transaction with respect to the Gold Bar Mill which requires approval of our shareholders or for which shareholder approval would be requested by the Board of Directors. Under Colorado law, shareholder approval would be required for mergers and for the sale of all or substantially all of the Company’s assets not in the ordinary course of business, and for certain other significant corporate actions.
In the event we enter into a joint venture, refurbish, or operate the Gold Bar Mill on our own we would require the infusion of a significant amount of additional capital. Bringing the Gold Bar Mill back into operation would require a significant commitment both in terms of time and financial resources as we would need to take actions such as applying for various permits and constructing a new tailings impoundment facility for disposal. Therefore, it is not likely that the Company will be able to rehabilitate the Gold Bar Mill on its own, and the more likely scenario for the Gold Bar Mill will involve it being sold to a third party or otherwise rehabilitated and operated by a third party. Even if we are able to bring the Gold Bar Mill back into operation, larger mining companies providing similar services with greater financial resources in the area may affect our ability to attract toll refining partners or customers. Moreover, as a result of certain agreements previously entered into by the Company, we are required to pay a commission or fee if we are able to complete certain strategic transactions involving the Gold Bar Mill, such as its sale or transfer to a third party. We have an obligation to pay an officer of the company 3% of the value we receive from such a transaction as part of his employment agreement. Additionally, we may enter into other agreements which may require us to pay a percentage of the transaction value as a fee for arranging the possible sale or transfer of our Gold Bar Mill.
Although the Company is not currently involved in active business operations, because of the significant value of the Gold Bar Mill, the Company does not believe it is a shell company as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”).
B. Bolivia
As part of the sale of our Bolivian operations during 2010, we received a 3% net smelter royalty on all minerals produced from the properties which may be sold, up to $3 million. The net smelter royalty will be on a quarterly basis if and when mineral production is achieved from the mining concessions previously owned by the Bolivian subsidiary, and will likely be subject to compliance with Bolivian law regarding the expatriation of capital. Through June 30, 2011, we have not received any payment or accrual of any obligations under the net smelter return.
|
C.
|
Cash and Marketable Securities
|
On August 20, 2010, we entered into a settlement agreement (the “YNG settlement”) with Yukon-Nevada Gold Corp. and its subsidiary, Queenstake Resources USA, Inc. (“Queenstake,” collectively referred to in this report as “YNG”), to settle all claims in the lawsuit among the parties filed in the Fourth Judicial District Court of Nevada, Elko County (Queenstake Resources USA, Inc. v. Golden Eagle International, Inc. v. Yukon-Nevada Gold Corp, et al., CV-C-09-544). This litigation arose from what we believed was YNG’s wrongful termination of a Mill Operating Agreement to operate the Jerritt Canyon Mill, a 4,000 tpd gold processing mill located near Elko, Nevada. A stipulation among the parties to dismiss the lawsuit with prejudice was filed with the court and each party bore its own costs and attorneys’ fees.
4
Pursuant to the settlement with YNG, we received a total cash payment of $3,467,152 and were issued 2,000,000 shares of YNG common stock. During the quarter ended June 30, 2011 we sold 140,000 YNG shares for $68,685, resulting in our ownership at June 30, 2011 of 1,860,000 YNG shares. The market price of YNG stock declined to $0.43 per share as of June 30, 2011 (as compared to the $0.576 per share valuation at the date of the settlement). We expect to sell the shares over time as market conditions permit and as necessary to allow us to meet our financial obligations. We have an obligation to a third party and one of our officers to pay that third party and officer a total of 8% of the value of the YNG stock we currently hold as we sell those shares. The accounts payable disclosed in our financial statements include this obligation. Although the YNG common stock we acquired as part of the YNG settlement constitutes a significant asset on our balance sheet at December 31, 2010, the Company does not does not intend to engage in, and does not to believe it is engaged in the business of investing or reinvesting in, holding, or trading securities of other companies. Instead (as noted above) the Company is focused on executing upon business opportunities with respect to its primary asset – the Gold Bar Mill.
Liquidity and capital resources
Until the completion of the YNG settlement described above, our working capital deficit and lack of liquidity for at least the preceding five years limited our ability to fund our operations and fully pursue our business plan. The YNG settlement and the sale of our Bolivian assets resulted in our ability to repay our current obligations and created a significant amount of positive working capital. The following table sets forth our working capital position at June 30, 2011 as compared to December 31, 2010.
|
June 30, 2011
|
December 31, 2010
|
|||||||
|
Cash and cash equivalents
|
$ | 383,366 | $ | 1,670,949 | ||||
|
Marketable securities*
|
799,800 | 1,738,000 | ||||||
|
Prepaid expenses
|
1,100 | 1,100 | ||||||
|
Accounts receivable
|
9,514 | - | ||||||
|
Current Assets
|
1,193,780 | 3,410,049 | ||||||
|
Current Liabilities
|
(283,639 | ) | (1,241,453 | ) | ||||
|
Working Capital
|
$ | 910,141 | $ | 2,168,596 | ||||
* We held 2,000,000 YNG shares (valued at $0.87 per share) at December 31, 2010, and 1,860,000 YNG shares (valued at $0.43 per share) at June 30, 2011.
Our current liabilities as of June 30, 2011 totaled $283,639. This represents a significant decrease in our current liabilities from December 31, 2010 which totaled $1,241,453. During the six months ended June 30, 2011 we satisfied debt obligations of approximately $451,410 and paid $480,101 of accrued interest associated with certain Company obligations. Primarily as result of the satisfaction of these debt obligations and our continuing use of our cash resources to fund our limited operations (which resulted in a loss for the six months ended June 30, 2011 of $(515,626), our working capital decreased at June 30, 2011 by approximately $1,264,035 from December 31, 2010. The statement of cash flows indicates that this derived from a use of $969,858 in operating activities and $386,410 in financing activities, offset in small part by $68,685 received from the sale of the YNG shares.
5
Because we have no continuing active business operations, we have no revenues from operations and our on-going cash flow commitments are related primarily to our office lease, salaries, accounting and legal expenses associated with maintaining our status as a company reporting under the Exchange Act. Inasmuch as we have no revenues other than nominal amounts of interest, we can expect our working capital and available cash to continue to decrease as we pay our corporate obligations. We have no prospects at the current time of generating any revenues from operations. Although we expect to be able to use our cash on hand and the proceeds from potential sales of our marketable securities to be sufficient to satisfy our basic corporate needs during fiscal 2011, such resources are not sufficient to allow us to engage in any significant operations at the Gold Bar Mill or elsewhere.
We expect to continue to focus our efforts on identifying and executing upon a strategic transaction with respect to the Gold Bar Mill. However, to date we have not been able to execute upon such a transaction or otherwise engage in any revenue producing activities with respect to the Gold Bar Mill.
Capital Structure
As a result of the issuance of common stock in exchange for outstanding preferred stock and debentures that occurred in June 2011, our capital structure changed significantly at June 30, 2011 as compared to December 31, 2010, as reflected in the following table:
|
June 30, 2011
|
December 31, 2010
|
|||||||
|
Authorized Capital
|
(shares)
|
(shares)
|
||||||
|
Common Stock
|
2,000,000,000 | 2,000,000,000 | ||||||
|
Preferred Stock
|
10,000,000 | 10,000,000 | ||||||
|
Series A
|
3,500,000 | 3,500,000 | ||||||
|
Series B
|
4,500,000 | 4,500,000 | ||||||
|
Series C
|
1 | 1 | ||||||
|
Series D
|
999,000 | 999,000 | ||||||
|
Remaining undesignated
|
1,000,999 | 1,000,999 | ||||||
|
Outstanding Capital
|
||||||||
|
Common Stock
|
14,525,044 | 9,335,445 | ||||||
|
Preferred Stock
|
||||||||
|
Series A
|
- | - | ||||||
|
Series B
|
80,000 | 80,000 | ||||||
|
Series C
|
- | 1 | ||||||
|
Series D
|
- | 568,886 | ||||||
Additionally, at December 31, 2010, we had outstanding debentures and notes payable (totaling $509,952 in principal amount) that were convertible into 1,154,444 shares of our common stock outstanding (not including interest payable). During June 2011, we issued 1,344,660 shares of our restricted common stock to certain debenture holders in satisfaction of the principal and interest accrued on the debenture, leaving outstanding debentures and notes payable ($65,000 in principal amount and $19,115 accrued interest) that are convertible into 61,890 shares of our common stock (including interest payable).
Results of Operations
Three and Six Months Ended June 30, 2011
The following sets forth certain information regarding our results of operations for the three and six-month period ended June 30, 2011, compared with the same period in 2010.
Revenue and Production Costs. We had no revenues from operations during the three or six-months ended June 30, 2011. Further, due to the disposal of our Bolivian assets and the settlement with YNG we reclassified all prior activities to discontinued operations for the 2010 period presented in this report.
6
General and administrative expenses. General and administrative expenses for the three-month period ended June 30, 2011 increased by $26,208 to $210,623 from $209,679 during the same 2010 period. General and administrative expenses for the six-month period ended June 30, 2011 increased by $28,803 to $439,253 from $410,450 during the same 2010 period. The increase was the result of increased wages and expenses related to issues resulting from the Public Company Accounting Oversight Board’s revocation of the registration of our former auditor and the resulting requirements to amend our Form 10-K and deal with certain other accounting issues related thereto.
Interest Expense. Interest expense for the three-month period ended June 30, 2011, decreased by $138,648 to $10,139, from $148,787 during the same 2010 period. Interest expense for the six-month period ended June 30, 2011 decreased by $154,067 to $48,253 from $202,320 during the same 2010 period. The decrease was primarily the result of the payoff of debt with the proceeds from our legal settlement with YNG. We anticipate that interest expense will continue to decline as a result of additional debt reductions, in particular the payoff of debt that was accruing penalty interest.
Loss on sale of securities. During the three-month period ended June 30, 2011 we sold 140,000 shares of YNG common stock at prices ranging from $.50 per share to $.47 per share. The sale of shares resulted in a loss of $12,016 during the period. We generated net cash of $68,685 from the sale of these shares.
Loss on discontinued operations. Net loss on discontinued operations was $0 for the six-month period ending June 30, 2011 versus ($318,826) for the six-months ended June 30, 2010. This decrease was the result of the sale of our Bolivian operations which were running at a deficit at the time of sale.
Off balance sheet arrangements
None
Critical Accounting Policies
There were no accounting standards adopted during the three months ended June 30, 2011 that had a material impact on our consolidated financial statements. Based on our current operations, our management believes there are no significant accounting policies that require significant judgment or estimation.
Item 4. Controls and procedures
Our management, with the participation of our principal executive officer and our principal financial officer has evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of June 30, 2011 (the end of the period covered by this report). Based on that evaluation, our principal executive officer and our principal financial officer have concluded that, because of the material weakness identified in our disclosure controls described in our annual report for the year ended December 31, 2010 on Form 10-K, our disclosure controls and procedures were not effective as of June 30, 2011. Due to a lack of financial resources, we are not able to, and do not intend to, immediately take any action to remediate the material weaknesses identified.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
7
There were no changes in our internal control over financial reporting during the quarter ended June 30, 2011, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal proceedings
We are not currently a party to any on-going litigation that is likely to have a material impact on our financial position, results of operations, or cash flows.
Item 1A Risk Factors.
There have been no material changes to the information included in risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2010.
Item 2. Unregistered sales of equity securities and use of proceeds.
We issued the following shares of our common stock during the quarter ended June 30, 2011, or subsequently, that have not been previously reported on Form 10-K, 10-Q or 8-K.
|
1.
|
On June 13, 2011, we issued 1,251,316 shares of our restricted common stock to the Dewey Williams Profit Sharing Plan & Trust for the conversion of a debenture. Principal and accrued interest totaled $62,566. The issuance was completed at a price of $0.05 per share in accordance with the terms of the debenture. We relied on the exemptions from registration provided in Sections 3(a)(9), 4(2) and 4(5) of the Securities Act of 1933, as amended (the “Securities Act”) for this issuance because the issuance was an exchange with an existing security holder, did not involve a public offering and was made without general solicitation or advertising. The investor previously represented to us that he is an “accredited investor”, and that he acquired the debenture for investment purposes only and not with a view to, or for resale in connection with, any distribution thereof.
|
|
2.
|
On June 13, 2011, we issued 22,077 shares of our restricted common stock to Dewey Williams for the conversion of a debenture. Principal and accrued interest totaled $3,312. The issuance was completed at a price of $0.15 per share in accordance with the terms of the debenture. We relied on the exemptions from registration provided in Sections 3(a)(9), 4(2) and 4(5) of the Securities Act for this issuance because the issuance was an exchange with an existing security holder, did not involve a public offering and was made without general solicitation or advertising. The investor previously represented to us that he is an “accredited investor”, and that he acquired the debenture for investment purposes only and not with a view to, or for resale in connection with, any distribution thereof.
|
|
3.
|
On June 27, 2011, we issued 975,493 shares of our restricted common stock to Golden Eagle Mineral Holdings, Inc. in exchange for one share of our Series C Preferred Stock value at $975,493. The issuance was completed at a price of $0.75 per share in accordance with the terms of the Series C Preferred Stock. We relied on the exemptions from registration provided in Sections 3(a)(9), 4(2) and 4(5) of the Securities Act for this issuance because the issuance was an exchange with an existing security holder, did not involve a public offering and was made without general solicitation or advertising. The investor previously represented to us that he is an “accredited investor”, and that it acquired the Series C Preferred Stock for investment purposes only and not with a view to, or for resale in connection with, any distribution thereof.
|
|
4.
|
On June 27, 2011, we issued 1,124,775 shares of our restricted common stock to Jose Edmundo Arauz in exchange for 224,955 shares of our Series D Preferred Stock value at $224,955. The issuance was completed at a price of $0.20 per share in accordance with the terms of the Series D Preferred Stock. We relied on the exemptions from registration provided in Sections 3(a)(9), 4(2) and 4(5) of the Securities Act for this issuance because the issuance was an exchange with an existing security holder, did not involve a public offering and was made without general solicitation or advertising. The investor previously represented to us that he is an “accredited investor”, and that it acquired the Series D Preferred Stock for investment purposes only and not with a view to, or for resale in connection with, any distribution thereof. Further, because this issuance was made to a non-U.S. person we also relied on Regulation S for this issuance.
|
8
|
5.
|
On June 27, 2011, we issued 1,244,965 shares of our restricted common stock to Golden Eagle Mineral Holdings, Inc. in exchange for 248,931 shares of our Series D Preferred Stock value at $248,993. The issuance was completed at a price of $0.20 per share in accordance with the terms of the Series D Preferred Stock. We relied on the exemptions from registration provided in Sections 3(a)(9), 4(2) and 4(5) of the Securities Act for this issuance because the issuance was an exchange with an existing security holder, did not involve a public offering and was made without general solicitation or advertising. The investor previously represented to us that he is an “accredited investor”, and that it acquired the Series D Preferred Stock for investment purposes only and not with a view to, or for resale in connection with, any distribution thereof.
|
|
6.
|
On June 27, 2011, we issued 375,000 shares of our restricted common stock to Robert Chramosta in exchange for 75,000 shares of our Series D Preferred Stock value at $75,000. The issuance was completed at a price of $0.20 per share in accordance with the terms of the Series D Preferred Stock. We relied on the exemptions from registration provided in Sections 3(a)(9), 4(2) and 4(6) of the Securities Act for this issuance because the issuance was an exchange with an existing security holder, did not involve a public offering and was made without general solicitation or advertising. The investor previously represented to us that he is an “accredited investor”, and that it acquired the Series D Preferred Stock for investment purposes only and not with a view to, or for resale in connection with, any distribution thereof.
|
|
7.
|
On June 27, 2011, we issued 100,000 shares of our restricted common stock to Lone Star Equity Group, LLC in exchange for 20,000 shares of our Series D Preferred Stock value at $20,000. The issuance was completed at a price of $0.20 per share in accordance with the terms of the Series D Preferred Stock. We relied on the exemptions from registration provided in Sections 3(a)(9), 4(2) and 4(6) of the Securities Act for this issuance because the issuance was an exchange with an existing security holder, did not involve a public offering and was made without general solicitation or advertising. The investor previously represented to us that he is an “accredited investor”, and that it acquired the Series D Preferred Stock for investment purposes only and not with a view to, or for resale in connection with, any distribution thereof.
|
|
8.
|
On June 30, 2011, we issued 71,267 shares of our restricted common stock to Richard Newberg for the conversion of a debenture. Principal and accrued interest totaled $14,491. The issuance was completed at a price of $0.2033 per share in accordance with the terms of the debenture. We relied on the exemptions from registration provided in Sections 3(a)(9), 4(2) and 4(6) of the Securities Act for this issuance because the issuance was an exchange with an existing security holder, did not involve a public offering and was made without general solicitation or advertising. The investor previously represented to us that he is an “accredited investor”, and that he acquired the debenture for investment purposes only and not with a view to, or for resale in connection with, any distribution thereof.
|
Item 3. Defaults Upon Senior Securities
None.
Item 4. Reserved
Item 5. Other Information
As reported in the Company’s current report on Form 8-K dated April 8, 2011 (as amended), on April 8, 2011, the Public Company Accounting Oversight Board (“PCAOB”) issued an order permanently revoking the registration of Chisholm, Bierwolf, Nilson & Morrill, LLC (“Chisholm”), the accountants which had audited the financial statements of Golden Eagle International, Inc. (“GEII”) for the year ended December 31, 2009 and prior years. As a result of the revocation, the 2009 audit report filed by Chisholm as a part of GEII’s annual report on Form 10-K for the 2010 fiscal year (and in prior reports for prior years) is no longer effective. The Company is considering whether to reaudit those financial statements.
9
Item 6. Exhibits:
Exhibits required by Item 601 of Regulation S-K:
31. Certifications pursuant to Rule 13a-14(a)
31.1 Certification of the Chief Executive Officer
31.2 Certification of the Chief Financial Officer
32. Certifications pursuant to 18 U.S.C. §1350.
32.1 Certification of the Chief Executive Officer
32.2 Certification of the Chief Financial Officer
10
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Golden Eagle has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GOLDEN EAGLE INTERNATIONAL, INC. | |
| (Golden Eagle) | |
| August 15, 2011 | /s/ Terry C. Turner |
| Terry C. Turner | |
|
President and Principal Executive Officer
|
|
| August 15, 2011 | /s/ Tracy A. Madsen |
| Tracy A. Madsen | |
|
Principal Accounting Officer
|
11
|
Golden Eagle International, Inc.
|
||||||||
|
Consolidated Balance Sheets
|
(Unaudited)
|
|||||||
|
June 30,
|
December 31,
|
|||||||
|
2011
|
2010
|
|||||||
|
|
|
|||||||
|
ASSETS
|
||||||||
|
CURRENT ASSETS
|
||||||||
|
Cash & cash equivalents
|
$ | 383,366 | $ | 1,670,949 | ||||
|
Marketable securities
|
799,800 | 1,738,000 | ||||||
|
Prepaid expenses
|
1,100 | 1,100 | ||||||
|
Accounts receivable
|
9,514 | - | ||||||
|
Total current assets
|
1,193,780 | 3,410,049 | ||||||
|
PROPERTY AND EQUIPMENT
|
||||||||
|
Plant and mill - idle
|
3,980,000 | 3,980,000 | ||||||
|
Office equipment
|
9,204 | 9,204 | ||||||
| 3,989,204 | 3,989,204 | |||||||
|
Less accumulated depreciation and impairment
|
(9,050 | ) | (8,948 | ) | ||||
|
Total property and equipment
|
3,980,154 | 3,980,256 | ||||||
|
Total Assets
|
$ | 5,173,934 | $ | 7,390,305 | ||||
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
|
CURRENT LIABILITIES
|
||||||||
|
Accounts payable and accrued expenses
|
$ | 199,524 | $ | 210,713 | ||||
|
Deferred wages
|
- | 51,782 | ||||||
|
Notes payable
|
15,000 | 401,410 | ||||||
|
Debentures (net)
|
50,000 | 108,542 | ||||||
|
Accrued interest payable
|
19,115 | 469,006 | ||||||
|
Total current liabilities
|
283,639 | 1,241,453 | ||||||
|
Common Stock payable
|
- | - | ||||||
|
Total Liabilities
|
283,639 | 1,241,453 | ||||||
|
Commitments and contingencies
|
- | - | ||||||
|
STOCKHOLDERS' EQUITY
|
||||||||
|
Preferred stock, par value $.01 per share; 10,000,000 shares authorized,
|
||||||||
|
40,000 and 648,887 issued and outstanding
|
800 | 6,489 | ||||||
|
Common stock, par value $.0001 per share; 2,000,000,000 authorized shares;
|
||||||||
|
14,525,044 and 9,335,445 issued and outstanding shares, respectively
|
1,452 | 934 | ||||||
|
Additional paid-in capital
|
64,292,073 | 64,172,272 | ||||||
|
Accumulated (deficit)
|
(59,132,469 | ) | (58,616,843 | ) | ||||
|
Accumulated other comprehensive income
|
(271,560 | ) | 586,000 | |||||
|
Total stockholders' equity
|
4,890,296 | 6,148,852 | ||||||
|
Total Liabilities and Stockholder's Equity
|
$ | 5,173,934 | $ | 7,390,305 | ||||
F-1
|
Golden Eagle International, Inc.
|
|||||||||||||||||
|
Consolidated Statements of Operations and Other Comprehensive Income (Unaudited)
|
|||||||||||||||||
|
For the Three and Six Months Ended
|
|
|
|||||||||||||||
| Three months ended | Six months ended | ||||||||||||||||
|
June 30,
|
June 30,
|
June 30,
|
June 30,
|
||||||||||||||
|
2011
|
2010
|
2011
|
2010
|
||||||||||||||
|
REVENUES
|
$ | - | $ | - | $ | - | $ | - | |||||||||
|
OPERATING EXPENSES
|
|||||||||||||||||
|
Exploration and development
|
5,906 | 13,297 | 9,544 | 21,522 | |||||||||||||
|
General and administration
|
209,679 | 183,471 | 439,253 | 410,450 | |||||||||||||
|
Depreciation and depletion
|
51 | 51 | 102 | 102 | |||||||||||||
|
Total operating expenses
|
215,636 | 196,819 | 448,899 | 432,074 | |||||||||||||
|
OPERATING (LOSS)
|
(215,636 | ) | (196,819 | ) | (448,899 | ) | (432,074 | ) | |||||||||
|
OTHER INCOME (EXPENSE)
|
|||||||||||||||||
|
Interest expense
|
(10,139 | ) | (148,787 | ) | (48,253 | ) | (202,320 | ) | |||||||||
|
Loss on sale of securities
|
(12,016 | ) | - | (12,016 | ) | - | |||||||||||
|
Accretion of note discount
|
- | - | (6,458 | ) | (23,208 | ) | |||||||||||
|
Total other (expense)
|
(22,155 | ) | (148,787 | ) | (66,727 | ) | (225,528 | ) | |||||||||
|
Loss before income taxes
|
(237,791 | ) | (345,606 | ) | (515,626 | ) | (657,602 | ) | |||||||||
|
Income taxes
|
- | - | - | - | |||||||||||||
|
NET LOSS ON CONTINUING OPERATIONS
|
(237,791 | ) | (345,606 | ) | (515,626 | ) | (657,602 | ) | |||||||||
|
DISCONTINUED OPERATIONS,NET OF TAX
|
|||||||||||||||||
|
Loss on discontinued operations (Bolivia) net of tax
|
- | - | - | (107,877 | ) | ||||||||||||
|
Loss discontinued operations (Nevada) net of tax
|
- | - | - | (202,688 | ) | ||||||||||||
|
Loss on sale of business unit (Bolivia) net of tax
|
- | - | - | (8,261 | ) | ||||||||||||
|
NET (LOSS ) ON DISCONTINUED OPERATIONS
|
- | - | - | (318,826 | ) | ||||||||||||
|
NET (LOSS)
|
$ | (237,791 | ) | $ | (345,606 | ) | $ | (515,626 | ) | $ | (976,428 | ) | |||||
|
Dividends for preferred shareholders
|
$ | - | $ | - | $ | - | $ | - | |||||||||
|
NET (LOSS) AVAILABLE FOR COMMON STOCK SHAREHOLDERS
|
$ | (237,791 | ) | $ | (345,606 | ) | $ | (515,626 | ) | $ | (976,428 | ) | |||||
|
Basic and diluted gain (loss) per share on continuing operations
|
$ | (0.02 | ) | $ | (0.06 | ) | $ | (0.05 | ) | $ | (0.21 | ) | |||||
|
Basic and diluted gain (loss) per share on discontinued operations
|
- | - | - | $ | (0.07 | ) | |||||||||||
|
Weighted average shares outstanding - basic
|
9,723,979 | 5,448,019 | 10,456,464 | 4,703,199 | |||||||||||||
|
OTHER COMPREHENSIVE INCOME
|
|||||||||||||||||
|
Unrealized (loss) on securities
|
(479,560 | ) | - | (857,560 | ) | - | |||||||||||
|
NET COMPREHENSIVE (LOSS)
|
$ | (717,351 | ) | $ | (345,606 | ) | $ | (1,373,186 | ) | $ | (976,428 | ) | |||||
F-2
|
Golden Eagle International, Inc.
|
|||||||||||
|
Consolidated Statements of Cash Flows
|
|||||||||||
|
For the Six Months Ended (Unaudited)
|
|||||||||||
|
June, 30
|
June 30,
|
||||||||||
|
2011
|
2010
|
||||||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|||||||||||
|
Net (loss)
|
$ | (515,626 | ) | $ | (976,429 | ) | |||||
|
Adjustments to reconcile net (loss)
|
|||||||||||
|
to net cash (used) by operating activities:
|
|||||||||||
|
Officer compensation contributed
|
30,000 | - | |||||||||
|
Stock issued for services
|
4,200 | 140,197 | |||||||||
|
Stock issued for interest
|
15,368 | 54,196 | |||||||||
|
Bad debt expense
|
- | 202,688 | |||||||||
|
Depreciation
|
102 | 102 | |||||||||
|
Accretion of note discount
|
6,458 | 23,208 | |||||||||
|
Asset impairment
|
- | 54,763 | |||||||||
|
Stock based compensation
|
- | 8,726 | |||||||||
|
Loss on sale of marketable securities
|
12,016 | ||||||||||
|
Loss on disposition of asset
|
- | (8,261 | ) | ||||||||
|
Changes in operating assets and liabilities
|
|||||||||||
|
Decrease (increase) in accounts receivable
|
(9,514 | ) | 79,874 | ||||||||
|
Decrease (increase) in prepaid expense and other costs
|
- | 7,984 | |||||||||
|
Increase (decreasein related party payable
|
- | 25,000 | |||||||||
|
Increase (decrease) in deferred wages
|
(51,782 | ) | 144,253 | ||||||||
|
Increase (decrease) in accounts payable
|
(11,189 | ) | (63,491 | ) | |||||||
|
Increase (decrease) in accrued interest
|
(449,891 | ) | 141,974 | ||||||||
|
Net cash flows (used by) operating activities
|
(969,858 | ) | (165,216 | ) | |||||||
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|||||||||||
|
Proceeds from sale of marketable securities
|
68,685 | - | |||||||||
|
Investment in property and equipment
|
- | (24,113 | ) | ||||||||
|
Net cash flows used in investing activities
|
68,685 | (24,113 | ) | ||||||||
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|||||||||||
|
Borrowings from related parties
|
- | 61,050 | |||||||||
|
Repayments to related parties
|
- | (12,650 | ) | ||||||||
|
Proceeds from notes payable
|
- | 130,800 | |||||||||
|
Repayments of notes payable
|
(386,410 | ) | - | ||||||||
|
Proceeds from debentures
|
- | 13,000 | |||||||||
|
Net cash flows (used in) provided by financing activities
|
(386,410 | ) | 192,200 | ||||||||
|
NET INCREASE (DECREASE) IN CASH
|
(1,287,583 | ) | 2,871 | ||||||||
|
CASH - BEGINNING OF PERIOD
|
1,670,949 | 2,029 | |||||||||
|
CASH - END OF PERIOD
|
$ | 383,366 | $ | 4,900 | |||||||
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
|||||||||||
|
Non cash financing and investing activities (see note B)
|
|||||||||||
|
Preferred and common stock issued for debt
|
$ | 65,000 | $ | 275,105 | |||||||
|
Cash paid for
|
|||||||||||
|
Interest
|
$ | 464,733 | $ | 600 | |||||||
|
Income taxes
|
- | - | |||||||||
F-3
Golden Eagle International, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note A – Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of the Company are presented in accordance with the requirements for Form 10-Q and Article 8-03 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP’) have been condensed or omitted pursuant to such SEC rules and regulations. The accompanying financial statements are unaudited. However, in our opinion, the accompanying financial statements reflect all adjustments, consisting of only normal recurring adjustments, necessary for fair presentation. These financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2010.
The preparation of financial statements in accordance with accounting principles generally accepted in the United States (“US GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying footnotes. Our actual results could differ materially from these estimates. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Report and any documents incorporated herein by reference, as well as the Annual Report on Form 10-K for the year ended December 31, 2010.
Note B - Organization and Nature of Business
Organization and Nature of Business
As of June 30, 2011 our only significant capital asset is the Gold Bar Mill. During 2010, we disposed of our previous Bolivian activity and we settled litigation with Yukon-Nevada Gold and its subsidiary Queenstake Resources (collectively referred to as “YNG”) following YNG’s termination of the operating agreement for the Jerritt-Canyon Gold Bar Mill.
The Gold Bar Mill (“Mill”), our only remaining significant non-current asset, is currently idle and has been since we acquired it in 2004. We continue to monitor the Mill for impairment on a periodic basis or whenever circumstances arise that indicate the carrying amount of the Mill may not be recoverable. An impairment loss is recognized when the carrying value of the Mill exceeds the estimated undiscounted future cash flows. As of and through June 30, 2011 we have not recognized any impairment on the Mill.
Reclassifications
Due to the disposition of our Bolivian operations as well as the settlement of our contract dispute with Yukon Nevada Gold related to the operation of the Jerritt Canyon Mill we have made significant reclassification adjustments to the comparative 2010 financial information contained in this report. The significant reclassifications are as follows:
|
Results of Operations for the six months ended June 30, 2010 (in US $)
|
||||||||||||
|
As
Previously Reported
|
As
Reclassified
|
Change
|
||||||||||
|
OPERATING EXPENSES:
|
||||||||||||
|
Exploration and development
|
29,807 | 21,522 | (8,285 | ) | ||||||||
|
General and administrative
|
454,081 | 410,197 | (43,631 | ) | ||||||||
|
Bad debt
|
202,688 | - | (202,688 | ) | ||||||||
|
Loss on sale of asset
|
(8,261 | ) | - | (8,261 | ) | |||||||
|
Asset impairment
|
(54,763 | ) | - | (54,763 | ) | |||||||
|
Other, net
|
(1,198 | ) | - | (1,198 | ) | |||||||
|
Loss on discontinued operations (Bolivia)
|
- | (107,877 | ) | 107,877 | ||||||||
|
Loss on discontinued operations (Nevada)
|
- | (202,688 | ) | 202,688 | ||||||||
|
Loss on sale of business unit (Bolivia)
|
- | (8,261 | ) | 8,261 | ||||||||
The reclassifications did not impact our previously reported financial position, results of operations, or cash flows for the 2010 periods presented in this Form 10-Q.
F-4
Golden Eagle International, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note C –Loss Per Share
The computation of diluted earnings per common share is based on the weighted average number of shares outstanding as of June 30 of each year plus the common stock equivalents. The inclusion of these shares would have resulted in a weighted average shares fully diluted number that was anti-dilutive for 2011 and 2010 and as such they are excluded from the weighted average shares basic and diluted calculation.
Note D – Notes Payable
A summary of our notes payable as of June 30, 2011 and related changes for the six-months ended June 30, 2011 are as follows:
|
Type
|
Balance
January 1,
2011
|
Additions
|
Payments
and
Conversions
|
Beneficial
Conversion
Feature
Discount
|
Carrying
value at
June 30,
2011
|
Interest
accrued
|
||||||||||||||||||
|
Other notes payable (in default)
|
$ | 53,000 | $ | - | $ | (53,000 | ) | $ | - | $ | - | $ | - | |||||||||||
|
Other notes payable
|
348,410 | - | (333,410 | ) | - | 15,000 | 2,828 | |||||||||||||||||
|
Total other notes payable
|
$ | 401,410 | $ | - | $ | (386,410 | ) | $ | - | $ | 15,000 | $ | 2,828 | |||||||||||
|
Debentures
|
$ | 115,000 | $ | - | $ | (65,000 | ) | $ | - | $ | 50,000 | $ | 16,285 | |||||||||||
|
Total debt
|
$ | 509,952 | $ | - | $ | (451,410 | ) | $ | - | $ | 65,000 | $ | 19,114 | |||||||||||
|
During the six months ended June 30, 2011 and June 30, 2010 we recognized $48,253 and $202,320 of interest expense respectively. All of the above notes payable are classified as current.
|
Note E – Recent accounting pronouncements
There were no new accounting pronouncements issued that are expected to have a significant impact our financial position, results of operations, or cash flows.
F-5
Golden Eagle International, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note F – Marketable Securities
As part of our settlement with YNG, we received 2,000,000 restricted common shares of YNG with an initial fair value of $1,152,000 (utilizing the sale price quoted on the Toronto Stock Exchange of $.576 a Level 1 input). We have classified the shares as available for sale.
During the quarter ended June 30, 2011 we sold 140,000 shares of YNG stock at prices between $.50 and $.47 per share for proceeds totaling $68,685 at a realized loss of $12,016.
As of June 30, 2011 we had 1,860,000 shares available for sale. Subsequent adjustments to the fair value of the shares are reflected in the carrying amount as of the balance sheet date, and fluctuations in the fair value affect other comprehensive income. As of June 30, 2011, the market price for YNG shares was $.43.
F-6