Golden Eagle International Inc – ‘8-A12G/A’ on 6/22/00

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Amendment to Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G/A    Form 8-A Amendment No. 4                               3     13K 
 2: EX-3.1      Restated Articles of Incorporation                     5     13K 
 3: EX-3.2      Amended Bylaws                                        11     44K 

8-A12G/A   —   Form 8-A Amendment No. 4
Document Table of Contents

8-A12G/A
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 Amendment No. 4
on FORM 8-A to
Registration Statement on Form 10-SB

 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
 PURSUANT TO SECTION 12(b) OR (g) OF THE
                                   SECURITIES EXCHANGE ACT OF 1934

GOLDEN EAGLE INTERNATIONAL, INC.
--------------------------------
 (Name of small business issuer as specified in its charter)

Colorado                         0-23726                         84-1116515     
--------                     ---------------                     ----------     
State of                     Commission File                    IRS Employer    
Incorporation                    Number                       Identification No.

 12401 South 450 East, Building D2, Suite A,
Salt Lake City, Utah 80402
 -------------------------------------------
Address of principal executive offices

801-619-9320
------------
 Telephone number, including
 Area code

Securities to be registered pursuant to Section 12(b) of the Act:           NONE
   Title of each class to be so registered:                       not applicable
   Name of each exchange on which each class is to be registered: not applicable

If this form relates to the registration of a class of securities pursuant to   
Section 12(b) of the Exchange Act and is effective pursuant to General          
Instruction A.(c), check the following box. [ ]                                 

If this form relates to the registration of a class of securities pursuant to   
Section 12(g) of the Exchange Act and is effective pursuant to General          
Instruction A.(d), check the following box. [XX]                                

Securities Act registration statement file number to which this form relates:   
Not Applicable                                                                  

Securities to be registered pursuant to Section 12(g) of the Act:               

 $.0001 par value Common Stock
 -----------------------------
(Title of class)

8-A12G/A
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Item 1.           Description of Registrant's Securities to be Registered.      
            --------------------------------------------------------

The aggregate number of shares of capital stock that Golden Eagle     
International is authorized to issue is Eight Hundred and Ten Million           
(810,000,000) shares, which consist of:                                         

     -    Eight Hundred Million (800,000,000) shares of Common Stock, all of one
class and all with a par value of $.0001; and               

 -    Ten Million (10,000,000) shares of Preferred Stock, all with a par
value of $.01 per share                                     

   150,181,280 shares of Common Stock are outstanding as of May 15, 2000. No
shares of Preferred Stock are outstanding. The Preferred Stock is not registered
under the Securities Exchange Act of 1934. The Common Stock was originally      
registered under the Securities Exchange Act of 1934 in June 1994 when its      
registration statement on Form 10-SB became effective. This Form 8-A            
registration statement amends the previous Form 10-SB registration statement.   

    Common Stock All shares of Common Stock have equal voting rights and, when
validly issued and outstanding, are entitled to one vote per share in all       
matters voted upon by the shareholders. The shares of Common Stock have no      
preemptive rights, subscription, conversion or redemption rights and may be     
issued only as fully-paid and nonassessable shares. Cumulative voting in the    
election of directors is not permitted, which means that the holders of a       
majority of the issued and outstanding shares of Common Stock represented at any
meeting at which a quorum is present will be able to elect the entire Board of  
Directors if they so choose and, in such event, the holders of the remaining    
shares of Common Stock will not be able to elect any directors.                 

     In the event of liquidation of Golden Eagle International, each shareholder
is entitled to receive a proportionate share of Golden Eagle International's    
assets available for distribution to shareholders after payment of liabilities  
and after distribution in full of preferential amounts, if any, to be           
distributed to holders of the Preferred Stock. All shares of Golden Eagle       
International's Common Stock issued and outstanding are fully-paid and          
nonassessable.                                                                  

     Holders of the Common Stock are entitled to share pro-rata in dividends and
distributions with respect to the Common Stock, as and if declared by the Board 
of Directors out of funds legally available, therefor, after requirements with  
respect to preferential dividends, and other matters relating to the Preferred  
Stock, if any, have been met.                                                   

   Golden Eagle International has not paid any dividends on its Common Stock
and intends to retain earnings, if any, to finance the development and expansion
of its business. Future divided policy is subject to the discretion of the Board
of Directors and will depend upon a number of factors, including future         
earnings, capital requirements and the financial condition of Golden Eagle      
International.                                                                  

8-A12G/A
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    Preferred Stock. Shares of Preferred Stock may be issued from time to time
in one or mores series as may be determined by the Board of Directors. The      
voting powers and preferences, the relative rights of each such series and the  
qualifications, limitations and restrictions thereof shall be established the   
Board of Directors, except that no holder of Preferred Stock shall have         
preemptive rights. No shares of any series of Preferred stock are currently     
outstanding.                                                                    

Item 2.   Exhibits                                                              
--------                                                    

        List below all exhibits filed as a part of the registration statement.

3.1             Restated Articles of Incorporation                              
3.2             Amended Bylaws                                                  

 SIGNATURE

   Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.                      

June 8, 2000                                Golden Eagle International, Inc.    

                               By: /s/ Terry C. Turner
                                                --------------------------------
                                          Terry C. Turner, President

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12G/A’ Filing		Date		First		Last			Other Filings
Filed on:		6/22/00
		6/8/00		3
		5/15/00		2					10QSB
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