-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DX1Jiv3MmtwDs5qTY5gvDZAXpUe3fNiVeRH3k8CZd0/xRTYeZStm4cmTC3FuOX/f g1NMmDBD2pO5r/47gU6XKw== 0001023175-03-000015.txt : 20030214 0001023175-03-000015.hdr.sgml : 20030214 20030214154401 ACCESSION NUMBER: 0001023175-03-000015 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDEN EAGLE INTERNATIONAL INC CENTRAL INDEX KEY: 0000869531 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 841116515 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-46768 FILM NUMBER: 03567575 BUSINESS ADDRESS: STREET 1: 12401 SOUTH 450 EAST STREET 2: BLDG D2 SUITE A CITY: SALT LAKE CITY STATE: UT ZIP: 84020 BUSINESS PHONE: 8016199320 MAIL ADDRESS: STREET 1: 12401 SOUTH 450 EAST STREET 2: BLDG D2 SUITE A CITY: SALT LAKE CITY STATE: UT ZIP: 84020 FORMER COMPANY: FORMER CONFORMED NAME: BENEFICIAL CAPITAL FINANCIAL SERVICES CORP DATE OF NAME CHANGE: 19940329 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TURNER TERRY C CENTRAL INDEX KEY: 0001072821 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 4949 S SYRACUSE STREET STREET 2: SUITE 300 CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 3036946101 MAIL ADDRESS: STREET 1: 4949 S SYRACUSE STREET STREET 2: SUITE 300 CITY: DENVER STATE: CO ZIP: 80237 SC 13D 1 turner13d.txt SCHEDULE 13D CUSIP No. 380961 10 2 Page 1 0f 6 ______________________________________________________________________________ OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response 11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Golden Eagle International, Inc. - -------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.0001 par value - ---------------------------------------------------------------------------- (Title of Class of Securities) 380961 10 2 ----------------------------------------------------- (CUSIP Number) Terry C. Turner 12401 South 450 East, Building D1, Salt Lake City, UT 84020 (801) 619-9320 - ---------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 30, 2002 ------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. SCHEDULE 13D CUSIP No. 380961 10 2 Page 2 0f 6 ______________________________________________________________________________ Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes) SCHEDULE 13D CUSIP No. 380961 10 2 Page 3 0f 6 ______________________________________________________________________________ 1 NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Terry C. Turner ______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] ______________________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________________ 4 SOURCE OF FUNDS* OO ______________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America ______________________________________________________________________________ NUMBER OF | 7 | SOLE VOTING POWER SHARES 10,000,000 shares BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER EACH -0- shares REPORTING PERSON | 9 | SOLE DISPOSITIVE POWER WITH 21,413,043 shares (includes 11,413,043 shares underlying options) | 10 | SHARED DISPOSITIVE POWER -0- shares ______________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,413,043 shares (includes 11,413,043 shares underlying options) ______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ] ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 380961 10 2 Page 4 0f 6 ______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9% ______________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IN ______________________________________________________________________________ Item 1. Security and Issuer This Statement relates to the Common Stock, $0.0001 par value per share (the "Shares") of Golden Eagle International, Inc., a Colorado corporation (the "Company"). The principal executive offices of the Company are located at 12401 South 450 East, Building D1, Salt Lake City, UT 84020. Item 2. Identity and Background The identity and business address of the reporting person is Terry C. Turner, 12401 South 450 East, Building D1, Salt Lake City, UT 84020. The reporting person is the President and a Director of the Company. The reporting person has not been convicted in a criminal proceeding of the nature described in Item 2(d) of Schedule 13D in the last five years. The reporting person has not been a party to a civil proceeding of the nature described in Item 2(e) of Schedule 13D in the last five years. The reporting person is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration This Schedule 13D reports the following transactions: Securities Amount/Source of Funds - --------------------- ------------------------------------------------------ Options to acquire The options were granted by the Company's Board 10,000,000 shares of Directors in November 1998. The options of common stock vested were exercisable upon the date of the grant at a price of $0.16 per share through November 1, 2001. The options were held by the reporting person for investment purposes and expired on November 1, 2001. SCHEDULE 13D CUSIP No. 380961 10 2 Page 5 0f 6 ______________________________________________________________________________ Options to acquire The options were granted by the Company's Board of 5,000,000 shares of Directors in November 1998. The options vested and common stock became exercisable on November 1, 1999 as a result of the reporting person's continued employment with the Company on such date. The options were exercisable at a price of $0.16 per share through November 1, 2001. The options were held by the reporting person for investment purposes and expired on November 1, 2001. Options to acquire The options were granted by the Company's Board of 25,000,000 shares of Directors on March 20, 2002. The options vested as of common stock the date of the grant and are exercisable at $0.075 per share through March 20, 2003. The options are held by the reporting person for investment purposes. 10,000,000 shares of On December 30, 2002, the reporting person exercised common stock options to purchase 13,586,957 shares of common stock at an exercise price of $.075 per share. The reporting person surrendered 3,586,957 of the underlying shares at $.284 per share to accomplish the exercise, which resulted in the reporting person obtaining 10,000,000 shares of common stock at the conclusion of the transaction. The shares are held by the reporting person for investment purposes and the reporting person continues to hold options to acquire 11,413,043 shares of common stock. Item 4. Purpose of Transaction See Item 3, above. Item 5. Interest in the Securities of the Issuer The reporting person's aggregate interest and percentage of common stock of the Company equals 21,413,043 shares (including 11,413,043 shares underlying options) and 9% respectively. The shares described below are the only interest the reporting person has in the Company's common stock. Options to acquire The options were granted by the Board of Directors 11,413,043 shares on March 20, 2002. The options vested as of the date of common stock of the grant and are exercisable at $0.075 per share through March 20, 2003. The options are held by the reporting person for investment purposes. SCHEDULE 13D CUSIP No. 380961 10 2 Page 6 0f 6 ______________________________________________________________________________ 10,000,000 shares of On December 30, 2002, the reporting person exercised common stock options to purchase 13,586,957 shares of common stock at an exercise price of $.075 per share. The reporting person surrendered 3,586,957 of the underlying shares at $.284 per share to accomplish the exercise, which resulted in the reporting person obtaining 10,000,000 shares of common stock at the conclusion of the transaction. The shares are held by the reporting person for investment purposes. The reporting person has no sole voting power, shared voting power, sole dispositive power or shared dispositive power over any securities of the Company except the shares of Common Stock and the options described above. The reporting person has not effected any transactions in the Company's common stock in the past 60 days other than the transaction described above in the table in Item 3. Item 6. Contract, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer None Item 7. Material to be Filed as Exhibits Not Applicable Signature: After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: 02/14/03 By: /s/ Terry C. Turner ______________________________ Terry C. Turner ATTENTION: Intentional misstatements or omissions of fact constitute federal criminal violations. (See 18USC1001) -----END PRIVACY-ENHANCED MESSAGE-----