SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[ X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for quarter period ended

September 30, 2005

[ ] Transition report under 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 Golden Eagle as specified in its charter)

9661 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

Check whether the issuer (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 issuer 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 is an accelerated filer as dined in Rule 12b-2 of the Exchange Act

[ ] Yes [ X ] No

At September 30, 2005, there were 702,807,849 shares of common stock outstanding. At November 10, 2005 there were 705,807,849 shares of common stock outstanding.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

The unaudited Financial Statements for the nine months ended September 30, 2005 are attached hereto and by reference incorporated herein. Please refer to pages F-1 through F-8 following the signature page.

Item 2. Management’s discussion and analysis of financial condition and results of operations

Forward-looking statements and risks

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, 2004. The terms “the Company,” “we,” “our” or “us” refer to Golden Eagle International, Inc. This discussion contains forward-looking statements based on our current expectations, assumptions, and estimates. The words or phrases “believe,” “expect,” “may,” “anticipates,” or similar expressions are intended to identify “forward-looking statements.” Actual results could differ materially from those projected in the forward-looking statements as a result of a number of risks and uncertainties pertaining to our business, including: (a) possible future disruptions of mining operations at our Cangalli mine and the possibility that we may be required to move the mine and plant to an alternate location in order to resume production, which may cause material disruptions in our operations and negatively effect our potential revenues; (b) volatility of gold and copper prices on the commodity markets may negatively effect our potential revenues; (c) because our common stock is a penny stock and we lack an established market for our securities, you may have difficulty selling your securities and our common stock is subject to price volatility; (d) we are subject to environmental risks that may lead to additional costs; (e) our international operations, including Bolivia and potentially elsewhere in South America, are subject to risks of political instability, civil unrest and insurrection , which may cause disruptions or termination of our operations; (f) because our productive assets primarily consist of our Cangalli gold mine in Bolivia, should its gold mining operations be negatively affected , our operations generally as well as our potential revenues will be negatively affected; (g) if we are unable to obtain debt or equity financing, we will be unable to proceed with our operational plan; (h) we may be dependent upon third parties to conduct certain aspects of our mining operations, including our business, mining and processing plans; (i) there is substantial doubt about our ability to continue as a going concern; and (j) our ability to generate future revenues is dependent upon our ability to commence mining operations at our Buen Futuro prospect, which requires a minimum $10 million investment; and/or our ability to re-commence operations at our Cangalli mine, which will require settlement of the dispute between the UCL and the Bolivian Government as well as meeting startup costs of $500,000 to $1,000,000, all of which will require financing we may be unable to secure.

Overview

Should we receive adequate financing, we intend to meet our land acquisition, mining claim, and other payments, acquire mining and processing equipment for our Buen Futuro gold and copper prospect, and resume our mining operations at our Cangalli mine or in the Tipuani Gold District. Our business model has attempted, and will continue to attempt, to develop revenue from the sale of gold, copper and other minerals, which is dependent upon adequate financing and successful mining operations.

Uncertainties and Trends

Our possible revenues are dependent now, and in the future, upon the following factors:            

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Capital Expenditures and Requirements

We have material capital commitments that will require us to obtain adequate financing to meet our obligations and are subject to risks of default and forfeiture of property and mining claim rights. The occurrence of any such risks will negatively effect our operations and potential revenues. These commitments are:

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The following chart summarizes our contractual capital commitments as discussed above:

Costs to maintain our properties have higher priority then other current capital requirements, which have led to some of our creditors being on a delayed-payment schedule.

Should we be unable to obtain third party funding in excess of $7,000,000, it is unlikely we will be able to meet the above commitments over the next 3-year period, which will necessitate our attempting to negotiate additional extensions with our creditors, which there is no assurance we will successful in doing. Historically we have financed our capital requirements through the sale of our gold production, which ceased in May 2004, and through short-term loans from affiliates and non-affiliates, as well as from private placement of our securities to accredited investors. There is no assurance that we will be successful in financing our operations. Ultimately, our ability to finance our operations will be dependent on our ability to generate additional positive cash flow from operations in amounts sufficient to support all of our financial obligations. We have attempted, and will continue to attempt, to develop new grant and funding sources from United States, Canada, and overseas government agencies, private lenders, and financial institutions. We will also conduct negotiations with other mining companies regarding a possible merger or joint ventures to obtain economies of scale and access to capital markets.

Critical Accounting Policies

In August 2001, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 143, Accounting for Asset Retirement Obligations. SFAS No. 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The provisions of SFAS No. 143 are effective for fiscal years beginning after June 15, 2002. We have evaluated the impact of this statement and have adopted this standard. To date we have not taken any expenses based on this policy; however, we anticipate we will in the future.

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We have adopted SFAS 144, “Accounting for the Impairment and Disposal of Long-Lived Assets,” which requires long-lived assets held and used to be reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. We review for the impairment of long-lived assets whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. An impairment loss would be recognized when the estimated future cash flows are less than the carrying amount of the asset and would be calculated based on discounted cash flows.

Stock based compensation from time to time we issue shares of common stock as payment for services to consultants and employees. Any stock issued for this purpose is priced and accounted for at the actual closing market price on the day of issue. The total number of shares issued times the closing stock price is booked as an expense.

Non-cash impact of share-for-share options exchange; Our Board of Directors may occasionally grant options to our officers. The vesting period for options granted is one year and a non-cash option expense is booked at the time the options are granted. At the time options are exercised, the grantee may exercise shares in a like-kind, share-for-share exchange for net stock issued to them at the market price of the stock on the date of the transaction. The price is multiplied by the total net number of shares that are received to come up with the compensation expense.

Mineral exploration costs are expensed as incurred. Mine infrastructure development costs incurred prior to establishing proven and probably reserves are expensed. When it has been determined a mineral property can be economically developed, the costs incurred to develop such property, including costs to further delineate the ore body and remove overburden to initially expose the ore body, are capitalized as incurred and are amortized using the units-of-production (“UOP”) method over the estimated life of the ore body based on estimated recoverable ounces mined from proven and probable reserves. If no mineable ore body is discovered, such costs are expensed.

To the extent development costs benefit the entire ore body, they are amortized over the estimated life of the ore body. Costs incurred to access specific ore blocks or areas that only provide benefit over the life of that area are amortized over the estimated life of that specific area. The capitalized cost basis, subject to depletion expense, are calculated on a formula based on the number of tons of ore that are expected to be mined against the total tons in proven and probable reserves and extrapolated to the number of tons in the area of influence of the mine.

Mineral interests and other intangible assets include acquired mineral rights and royalty interests in production, development and exploration stage properties. The amount capitalized related to a mineral or royalty interest represents its fair value at the time it was acquired.

Results of Operations

The following sets forth certain information regarding our results of operations: (a) during the nine months ending September 30, 2005 compared with the same period in 2004; and, (b) during the 3-month period ended September 30, 2005 compared with the 3-month period ended September 30, 2004.

(a)Nine Months Ended September 30, 2005/Nine Months Ended September 30, 2004

Revenues.     During the nine months ended September 30, 2005, we had no revenues compared to revenues of $1,129,023 for the nine months ended September 30, 2004, representing a 100% decrease in our revenues. Our prior revenue for the nine months ended September 30, 2004 was derived from gold production and the sale of gold held in inventory. The 100% revenue decrease is attributed to the shut down of our Cangalli operation.

Operating Loss. Operating losses decreased by $355,703 or 18.5% to $1,572,651 for the nine months ended September 30, 2005 from $1,928,354 for the nine months ended September 30, 2004. The decrease in operating loss was primarily due to the decrease in general and administrative expenses and exploration and development costs following the suspension of operations at Cangalli and the implementation of cost controls.  We also saw a significant decrease in depreciation and depletion primarily related to the impairment during the fourth quarter 2004 of our capitalized development and acquisition costs at Cangalli. 

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General & Administrative Expenses. General and administrative expense decreased by $405,223 or  27.4% to $1,076,233 for the nine months ended September 30, 2005 from $1,481,456 during the comparable 2004 period. The decrease in our general administrative expense is primarily attributable to the cost controls and staff reductions that we implemented following the shutdown of the Cangalli operation. Additionally, directors did not receive any compensation during the quarter ended September 30, 2005, and officers received only a small portion of their salaries. Officer and other non-paid salaries were accrued and are included in general and administrative expenses. Accrued salaries totaled $202,100 at the end of the quarter.

Exploration and Development Expenses. Exploration and development costs decreased by $152,767 or 26.2% to $429,898 for the nine months ended September 30, 2005 from $582,665 during the same period in 2004. While we continued to expend funds on the development of our Buen Futuro concession for additional geological surveying and engineering costs related to the dismantling, shipment and re-erection of the Gold Bar mill and plant on our Buen Futuro concession, such amount spent was $152,767 less than the amount spent during the same period in 2004 when we were developing two projects.

Depreciation and Depletion Expenses. Depreciation and depletion decreased by $159,545 or 70.6% to $66,520 during the nine months ended September 30, 2005 from $226,065 during the same period of 2004. This decrease was due to: (a) the remaining Cangalli mine development costs and a portion of the Cangalli property costs and equipment being impaired as of December 31, 2004 and thereafter no longer subject to depletion and depreciation; and (b) certain other machinery and equipment not being subject to depreciation as a result of the shutdown of the Cangalli operations and because the equipment did not incur any wear.

Production Expenses. Production expense decreased by $643,614 or 100% to $0 during the nine months ended September 30, 2005 from $643,613 during the same period of 2004. This decrease was due to the shutdown of our Cangalli operations.

Production Taxes Expense. Production taxes expense decreased by $123,577 or 100% to $0 during the nine months ended September 30, 2005 from $123,577 during the same period of 2004. This decrease was due to the shutdown of our Cangalli operations.

Interest Expense. Interest expense for the nine-month period ended September 30, 2005 decreased $33,933 or 24.7 % to $103,561 from $137,494 during the same period in 2004. The decrease is attributable to the conversion of two notes payable to our common stock during the fourth quarter of 2004. Additional notes payable were entered into during the quarter to unaffiliated stockholders and certain officers and directors. Interest was accrued and expensed on these notes.

Net Loss. Net loss for the nine-month period ended September 30, 2005 decreased by $396,679 or 19.2 % to $1,668,437 from $2,065,116 for the same 2004 period. While the net loss decreased primarily from the decrease in general and administrative expenses and exploration and development expenses, no revenue was earned during the three quarters and accordingly production costs were eliminated.

We generated other income in the amount of approximately $7,775 during the first nine months of 2005. These funds were generated from the sale of certain surplus items from the Gold Bar mill and plant. These were items that we do not intend to move to Bolivia or use in our future operations. In addition, these items were not included in the valuation of the plant; as such, we do not believe they materially affect the total value of the plant. We plan to continue to sell surplus material as it is available and as we find credible buyers.

Should we achieve production at our Buen Futuro prospect, such production will not likely be sufficient to offset our corporate-wide expenses. We will be unable to move toward production of either prospect without obtaining a significant amount of additional financing to meet production operation expenses and to repay our past due obligations.

(b) Three Months Ended September 30, 2005/Three Months Ended September 30, 2004

Revenues.   During the three months ended September 30, 2005, we had revenues of $0 compared to $228,037 of revenues for the three months ended September 30, 2004 representing a 100% decrease in our revenues.  The 100% revenue decrease is attributed to the shut down of our Cangalli operation. 

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Operating Loss.  Operating losses decreased by $554,370 or 58.2% to $397,559 for the three months ended September 30, 2005 from $951,929 for the three months ended September 30, 2004.  The decrease in operating loss was primarily due to a decrease in general and administrative expenses, exploration and development costs, depreciation and the elimination of production costs and production taxes as a result of the shut down of the Cangalli operation.

General & Administrative Expenses. General and administrative expense decreased by $292,543 or 49% to $298,693 for the three months ended September 30, 2005 from $591,236 during the three months ended September 30, 2004.  The decrease in our general administrative expense is primarily attributable  to a reduction in wages, legal fees, rent, public relations, stock issued for services and a general across the board decrease in expenses in most categories as a result of implementing cost controls following the shut down of the Cangalli operation. 

Exploration and Development Expenses. Exploration and development costs decreased by $310,951 or 81.6% to $69,944 for the three months ended September 30, 2005 from $380,895 during the same period in 2004.  The decrease in exploration and development expenses is attributable to elimination of exploration and development at the Cangalli concession.  Buen Futuro also saw a decrease in exploration and development costs during the third quarter 2005; however, development and engineering work at the site continued at a slower pace.

Depreciation and Depletion Expenses.  Depreciation and depletion decreased by $28,310 or 49.5% to $28,922 during the three months ended September 30, 2005 from $57,232 during the same period of 2004.  This decrease was due to the impairment during the fourth quarter 2004 of the majority of the capitalized costs pertaining to the Cangalli operation.  As the assets have been impaired there was no additional depletion of these costs required. 

Production Expenses. Production expense decreased by $115,072 or 100% to $0 during the three months ended September 30, 2005 from $115,072 during the same period of 2004.  This decrease was due to the suspension of the Cangalli mining operations during the second quarter 2004.  Because there was no production during the third quarter 2005 there were no production costs.  Costs directly associated with the mine at Cangalli that were incurred during the third quarter 2005 were treated as general and administrative expenses since there was no production.

Production Taxes Expense.  Production taxes expense decreased by $38,531 or 100% to $0 during the three months ended September 30, 2005 from $35,531 during the same period of 2004.    As there was no production during the quarter, no production taxes were incurred. 

Interest Expense.  Interest expense for the three-month period ended September 30, 2005 decreased $5,898 or 12.2% to $42,553 from $48,451 during the same period in 2004.  The decrease was due to the payoff of two notes payable during the fourth quarter 2004 with our common stock as the notes were paid off, interest was no longer accrued. 

Net Loss.  Net loss for the three-month period ended September 30, 2005 decreased by $561,678 or 56.2% to $438,258 from $999,936 for the same 2004 period.  The decrease was due to a decrease in all cost categories.  Following the shutdown of operations at Cangalli we have not incurred production costs and we have been successful at decreasing on general and administrative expenses.

Liquidity and capital resources

Our auditors have issued a going concern opinion on our audited financial statements for the fiscal year ended December 31, 2004 as we had a significant working capital deficit as of December 31 2004 and we had substantial losses since our inception. These and other matters raise substantial doubt about our ability to continue as a going concern. We cannot continue to satisfy our current cash requirements for a period of twelve months through our existing capital. We anticipate total operating expenditures of approximately $1,870,000 over the next twelve months, in the following areas:

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Our current cash balance of $94,000 as of November 11, 2005 will satisfy our cash requirements for less than one month. If necessary, we intend to raise additional cash by means of equity and or debt financing. We have substantial commitments as summarized under our Capital Commitments and Requirements Section that are subject to risks of default and forfeiture of property and mining rights. If we are unable to meet our obligations, or negotiate satisfactory arrangements, we may have to liquidate our business and undertake any or all the steps outlined below.

If we have any liabilities that we are unable to satisfy and we qualify for protection under the U.S. Bankruptcy Code, we may voluntarily file for reorganization under Chapter 11 or liquidation under Chapter 7. Our creditors may also file a Chapter 7 or Chapter 11 bankruptcy action against us. If our creditors or we file for Chapter 7 or Chapter 11 bankruptcy, our creditors will take priority over our stockholders. If we fail to file for bankruptcy under Chapter 7 or Chapter 11 and we have creditors; such creditors may institute proceedings against us seeking forfeiture of our assets, if any.

We do not know and cannot determine which, if any, of these actions we will be forced to take. If any of these foregoing events occur, you could lose your entire investment in our shares.

No Revenues from our Bolivian operations.

We have had no revenues from our Bolivian operations since June 2004. We were forced to cease production from our Cangalli prospect because of a local farmer’s strike and legal issues not associated with our operations that resulted from the UCL’s failure to comply with Bolivian labor law, which impacted negatively on the quiet enjoyment of our mining rights. We have no assurance when, if ever, we will be able to recommence production from the Cangalli prospect; accordingly, we have determined that we will no longer claim previously reported reserves for the Cangalli property.

We have yet to produce revenues from our Precambrian properties in eastern Bolivia or our Buen Futuro prospect found in those properties.

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Assets.

As of September 30, 2005, we had total assets of $6,350,054 compared to total assets of $5,893,057 as of December 31, 2004. These assets include current assets, such as cash and prepaid expenses. Our current assets increased to $222,460 as of September 30, 2005 from $186,191 as of December 31, 2004. The increase was the result of a reduction in cash of $10,880, which was used to pay expenses and an offsetting increase in prepaid expenses of $47,149 to $181,760 at September 30, 2005, from 134,611 at December 31, 2004. The increase in prepaid expenses resulted from a decrease in tax credits in Bolivia as these credits were applied to current taxes. This was offset by S-8 stock that was issued to pay Bolivian employees that had not been distributed as of the period end. An offsetting entry appears in accounts payable for these wages.

⁽¹⁾     Fixed assets include mining equipment of $1,386,282, which increased by $91,879 from $1,294,403 as a result of the purchase of mining equipment and parts for the startup of the Buen Futuro operation. The only other significant change in the foregoing was the change in accumulated depreciation, depletion, and impairment, because of increased depreciation through the passage of time.

Stockholders’ Equity.

As of September 30, 2005, our stockholders’ equity was $4,310,365 as compared to ($1,385,872) as of December 31, 2004. The $5,696,237 net increase in stockholders’ equity was primarily the result of reclassification of our stock that had been issued for the purchase of the Gold Bar mill and plant and $2,050,000 in common shares issued during the first quarter of 2005 as settlement of a lawsuit. The shares issued as settlement of the lawsuit were valued at $.041 per share based on market quotes at the date of settlement, February 7, 2005. The expense was accrued as a liability as of December 31, 2004 and reclassified as equity in the quarter ended March 31, 2005.

Plan of Operations

Given our working capital shortages and current world market conditions for commodities, we have set the following priorities for the use of any financing that we may receive:

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Since we currently have only a limited amount of cash on hand and a substantial working capital deficit, our ability to implement any or all of these planned strategies requires significant infusions of working and operating capital; however, we cannot assure we will be successful in raising capital through a secondary offering, private placements or debt financing to meet our cash needs.

In order to assist in financing our planned operations, we will continue to seek joint venture partners, as well as merger and acquisition candidates, or other industry participants who would enter into joint development efforts of our Tipuani Gold District or Precambrian prospects; however, there is no assurance that any potential joint-venture or merger partners will be interested in evaluating these prospects or in negotiating an agreement with us on reasonable or acceptable terms. .

Impact of inflation and changing prices

We have not experienced any material impact from the effects of inflation during the last three annual operating periods, 2002, 2003 or 2004, or during the first nine months of 2005. Bolivian inflation, while high at times during the early 1980‘s, has been relatively stable at less than 10% since 1985, and was 3.9% per annum during 2003. We have however, experienced a significant increase in diesel prices in the Tipuani Gold District that limited our ability to benefit from a joint venture mining operation that we entered into following the shut down of our Cangalli mine.

Off balance sheet arrangements

None

Item 3. Quantitative and qualitative disclosures about market risk

We do not have any market risk sensitive instruments. Since operations in Bolivia are in dollar denominated accounts, we do not believe that we have any material foreign currency risk. Our principal market risk is due to fluctuating gold and copper prices, which directly affect our revenues. The volatility of the market price for our shares directly impacts our ability to raise the capital we need to continue operations and to finance our operating losses. We managed the volatility of gold prices by holding some of our gold production for sale at a later time when we believe that prices will increase. We have not used futures contracts or other methods of hedging to protect ourselves from price fluctuations, and we have no intention of doing so in the near future.

Item 4. Controls and procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, we carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Principal Financial and Accounting Officer. Following this inspection, these officers concluded that the Company’s disclosure controls and procedures are effective as of September 30, 2005, the end of the period covered by this report. There have been no changes in our internal controls or in other factors which have materially affected, or are reasonably likely to materially affect, internal controls subsequent to the date we carried out the evaluation.

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Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in the Company 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 Company reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s Chief Executive Officer and the Company’s Principal Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

There have been no changes to our internal control over financial reporting during the past quarter 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

There are no pending or threatened legal proceedings against us.

Item 2. Unregistered sales of equity securities and use of proceeds

On July 5, 2005, we sold 1,000,000 shares of our common stock to Samuel Depe at $0.01 per share or an aggregate of $10,000. We relied upon Section 4(2) of the Securities Act of 1933, as amended (“Securities Act”) for the offer and sale. We believed that Section 4(2) was available because the offer and sale did not involve a public offering and there was no general solicitation or general advertising involved in the offer or sale. We placed restrictive legends on the certificates representing these securities issued to Samuel Depe stating that the securities were not registered under the Securities Act and are subject to restrictions on their transferability and resale.

On July 5, 2005, we sold 500,000 shares of our common stock to Donald Fox at $0.01 per share or an aggregate of $5,000. We relied upon Section 4(2) of the Securities Act for the offer and sale. We relied upon Section 4(2) of the Securities Act for the offer and sale. We believed that Section 4(2) was available because the offer and sale did not involve a public offering and there was no general solicitation or general advertising involved in the offer or sale. We placed restrictive legends on the certificates representing these securities issued to Donald Fox stating that the securities were not registered under the Securities Act and are subject to restrictions on their transferability and resale.

On July 5, 2005, we sold 1,000,000 shares of our common stock to Dewey Williams at $0.01 per share or an aggregate of $10,000. We relied upon Section 4(2) of the Securities Act for the offer and sale. We relied upon Section 4(2) of the Securities Act for the offer and sale. We believed that Section 4(2) was available because the offer and sale did not involve a public offering and there was no general solicitation or general advertising involved in the offer or sale. We placed restrictive legends on the certificates representing these securities issued to Dewey Williams stating that the securities were not registered under the Securities Act and are subject to restrictions on their transferability and resale.

On July 5, 2005, we sold 5,200,000 shares of our common stock to the Williams PSPT, a trust, at $0.01 per share or an aggregate of $52,000. We relied upon Section 4(2) of the Securities Act for the offer and sale. We relied upon Section 4(2) of the Securities Act for the offer and sale. We believed that Section 4(2) was available because the offer and sale did not involve a public offering and there was no general solicitation or general advertising involved in the offer or sale. We placed restrictive legends on the certificates representing these securities issued to Williams PSPT stating that the securities were not registered under the Securities Act and are subject to restrictions on their transferability and resale.

On July 12, 2005, we sold 400,000 shares of our common stock to David Geoffroy at $0.01 per share or an aggregate of $4,000. We relied upon Section 4(2) of the Securities Act for the offer and sale. We relied upon Section 4(2) of the Securities Act for the offer and sale. We believed that Section 4(2) was available because the offer and sale did not involve a public offering and there was no general solicitation or general advertising involved in the offer or sale. We placed restrictive legends on the certificates representing these securities issued to David Geoffroy stating that the securities were not registered under the Securities Act and are subject to restrictions on their transferability and resale.

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On August 25, 2005, we sold 50,000 shares of our common stock to Harry Hall at $0.01 per share or an aggregate of $500. We relied upon Section 4(2) of the Securities Act for the offer and sale. We relied upon Section 4(2) of the Securities Act for the offer and sale. We believed that Section 4(2) was available because the offer and sale did not involve a public offering and there was no general solicitation or general advertising involved in the offer or sale. We placed restrictive legends on the certificates representing these securities issued to Harry Hall stating that the securities were not registered under the Securities Act and are subject to restrictions on their transferability and resale.

On September 13, 2005, we issued 200,000 shares of our common stock to Jack Woods at $0.012 per share or an aggregate of $2,400 for accrued and prepaid interest and in return for an extension of payment of funds we owe to Jack Woods in accordance with terms of a promissory note we have with Jack Woods. We relied upon Section 4(2) of the Securities Act for the offer and sale. We relied upon Section 4(2) of the Securities Act for the offer and sale. We believed that Section 4(2) was available because the offer and sale did not involve a public offering and there was no general solicitation or general advertising involved in the offer or sale. We placed restrictive legends on the certificates representing these securities issued to Jack Woods stating that the securities were not registered under the Securities Act and are subject to restrictions on their transferability and resale.

On September 15, 2005, we sold 3,000,000 shares of our common stock to Dewey Williams at $0.0075 per share or an aggregate of $22,500. We relied upon Section 4(2) of the Securities Act for the offer and sale. We relied upon Section 4(2) of the Securities Act for the offer and sale. We believed that Section 4(2) was available because the offer and sale did not involve a public offering and there was no general solicitation or general advertising involved in the offer or sale. We placed restrictive legends on the certificates representing these securities issued to Dewey Williams stating that the securities were not registered under the Securities Act and are subject to restrictions on their transferability and resale.

On September 15, 2005, we sold 2,500,000 shares of our common stock to Williams PSP&T, a trust, at $0.0075 per share or an aggregate of $18,750. We relied upon Section 4(2) of the Securities Act for the offer and sale. We relied upon Section 4(2) of the Securities Act for the offer and sale. We believed that Section 4(2) was available because the offer and sale did not involve a public offering and there was no general solicitation or general advertising involved in the offer or sale. We placed restrictive legends on the certificates representing these securities issued to Williams PSP&T stating that the securities were not registered under the Securities Act and are subject to restrictions on their transferability and resale.

On September 15, 2005, we sold 2,709,406 shares of our common stock to the Williams Roth IRA, at $0.0075 per share or an aggregate of $20,320. We relied upon Section 4(2) of the Securities Act for the offer and sale. We relied upon Section 4(2) of the Securities Act for the offer and sale. We believed that Section 4(2) was available because the offer and sale did not involve a public offering and there was no general solicitation or general advertising involved in the offer or sale. We placed restrictive legends on the certificates representing these securities issued to Roth Williams stating that the securities were not registered under the Securities Act and are subject to restrictions on their transferability and resale.

On September 30, 2005, we sold 2,000,000 shares of our common stock to Stewart Rubin, at $0.0075 per share or an aggregate of $15,000. We relied upon Section 4(2) of the Securities Act for the offer and sale. We relied upon Section 4(2) of the Securities Act for the offer and sale. We believed that Section 4(2) was available because the offer and sale did not involve a public offering and there was no general solicitation or general advertising involved in the offer or sale. We placed restrictive legends on the certificates representing these securities issued to Stewart Rubin stating that the securities were not registered under the Securities Act and are subject to restrictions on their transferability and resale.

Item 5. Other Information:

Change of Auditors

On July 20, 2005, we filed a Form 8-K reporting the resignation of our audit firm, Gordon, Hughes & Banks. During our two most recent fiscal years, and the subsequent interim period preceding such resignation, there were no disagreements with the former accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of the former accountant, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report. On the same date we announced the appointment of Chisholm, Bierwolf and Nilson, LLC as our new auditors.

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Change in Classification of Properties

We own mineral prospects in Bolivia that we believe are prospectively valuable for mineral operations, including: (a) The Tipuani-Cangalli prospects; and (b) The Precambrian Shield properties.

These prospects are described in more detail in our Form 10-K report for the year ended December 31, 2004. Our Form 10-K reports mineral reserves for the Cangalli prospect included in the Tipuani-Cangalli properties and the Buen Futuro prospect included in our Precambrian Shield properties.

Although we had produced gold from our Cangalli properties through June 2004, we were forced to curtail our operations because of a farmer’s strike and then because of legal issues not associated with our operations, as described in more detail in our Form 10-K. We had expected that we would be permitted to recommence production, but inasmuch as we have been unable to recommence production for more than a year, we have determined that as of June 30, 2005, that it is no longer appropriate to describe the mineralization contained on the Cangalli prospect as “mineral reserves.”

In addition, in February of 2004 we announced estimated mineral reserves on our Buen Futuro prospect in eastern Bolivia. A component of that reserve estimation pursuant to Securities and Exchange Commission Industry Guide 7 was that a mineral reserve is “that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination.” We have determined that in connection with our Securities and Exchange Commission reporting obligations, we will no longer estimate proven and probable gold and copper reserves on our Buen Futuro prospect until it is economically feasible for us to project with a high degree of certainty when we will be able to extract or produce those reserves based on our ability to finance such operations. We cannot offer any assurance when, if ever, we will obtain the necessary financing to complete the development of the Buen Futuro prospect which will enable us to commence production.

During the third quarter we received an inquiry from the Securities and Exchange Commission questioning the validity of continuing to classify the mineralization on the Buen Futuro prospect as reserves due to the perception that our resource and reserve report on this prospect may not reach the level of a feasibility report.

Change in Corporate Offices

On July 28, 2005 we announced the change of address of our corporate offices from12401 South 450 East, Building D-1, Salt Lake City, UT 84020 to our new offices located at:

9661 South 700 EastSalt
Lake City, UT 84070

Change in Directors and Chairman of the Board of Directors

On July 1, 2005 Max Staheli resigned from our board of directors. On July 18, 2005, H. Roy Shipes was appointed Chairman of our Board of Directors. Terry C. Turner, our former Chairman of the Board, will continue to serve as a member of the Board of Directors, President and Chief Executive Officer.

Item 6. Exhibits:

Exhibits required by Item 601 of Regulation SK

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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.

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Exhibit 31.1
CERTIFICATION PURSUANT TO
SECURITIES EXCHANGE ACT OF 1934: RULES 13a-14, 13a-15, 15d-14, and 15d-15
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Terry C. Turner, certify that:

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Exhibit 31.2
CERTIFICATION PURSUANT TO
SECURITIES EXCHANGE ACT OF 1934: RULES 13a-14, 13a-15, 15d-14, and 15d-15
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Tracy A. Madsen, certify that:

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EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

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F-1

F-2

F-3

Golden Eagle International, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

F-4

F-5

F-6

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