Here's another 50 million:
Form 8-K for GOLDEN EAGLE INTERNATIONAL INC
--------------------------------------------------------------------------------
10-Feb-2005
Material Impairment, Sale of Equity, Non Reliance on Prev Financia
Item 2.06 Material Impairments
This Item should be cross-referenced with the disclosure made in Item
7.01 , Regulation FD.
Section 3 - Securities Trading Markets
Item 3.02 Unregistered Sales of Equity Securities
On February 8, 2005, we issued 50 million shares of our restricted common stock to one accredited investor pursuant to the terms of a settlement agreement in a case filed against the Company in the District Court for Denver City and County, Geiger v. Golden Eagle International, Inc. and Ronald A. Knittle, Civ. No. 03CV9390. Pursuant to the terms of the settlement agreement, the parties expect to file a stipulated motion to dismiss the case with prejudice in the near future.
The following sets forth the information required by Item 701 in connection with these transactions:
(a) The transaction was initiated with the execution of settlement documents on January 5, 2005, but could not be completed until a Fairness Hearing was held in the District Court for Denver City and County on February 3, 2005 for the approval of the settlement reached between the parties in Geiger v. Golden Eagle International, Inc. and Ronald A. Knittle, Civ. No. 03CV9390.
(b) There was no placement agent or underwriter for this transaction.
(c) The total offering price was $2,050,000 on the date the settlement agreement was executed by the parties. No underwriting discounts or commissions were paid.
(d) We relied on the exemption from registration provided by Section 3(a)(10) under the Securities Act of 1933 for this transaction.
We did not engage in any public advertising or general solicitation in connection with this transaction. We provided the accredited investor with disclosure of all aspects of our business, including providing the accredited investor with our reports filed with the Securities and Exchange Commission, our press releases, access to our auditors, and other financial, business, and corporate information. Based on our investigation, we believe that this accredited investor obtained all information regarding Golden Eagle International, Inc. he requested, received answers to all questions he posed, and otherwise understood the risks of accepting our securities for investment purposes.
(e) Our restricted common stock is not convertible or exchangeable. We have no registration obligation with respect to the shares of restricted common stock issued.
. . .
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
Section 5 - Corporate Governance and Management
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.
Section 6 - [Reserved]
Section 7 - Regulation FD
Item 9.01 Financial Statements and Exhibits
10.1 Settlement and Release Agreement in Geiger v. Golden Eagle International, Inc. and Ronald A. Knittle, Civ. No. 03CV9390 (District Court for Denver City and County), dated January 5, 2005.
10.2 Stock Purchase Agreement in Geiger v. Golden Eagle International, Inc. and Ronald A. Knittle, Civ. No. 03CV9390 (District Court for Denver City and County), dated January 5, 2005.
