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

June 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

12401 South 450 East, Building D-1, Salt Lake City, UT 84020

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 June 30, 2005, there were 673,212,337 shares of common stock outstanding.

PART I – FINANCIAL INFORMATION

Item 1.      Financial Statements

        The unaudited Financial Statements for the six months ended June 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

        As noted below, the future conduct of Golden Eagle’s business and its response to issues raised by third parties are dependent upon a number of factors, and there can be no assurance that Golden Eagle will be able to conduct its operations as contemplated. Certain statements contained in this report using the terms “may,” “expects to,” “projects,” “believes,” “projects,” or “estimates,” and other terms denoting future possibilities, are forward-looking statements within the meaning of Section 27(A) of the Securities Act of 1933 and Section 21(B) of the Securities and Exchange Act of 1934. The accuracy of these statements cannot be guaranteed as they are subject to a variety of risks that are beyond Golden Eagle’s ability to predict or control and which may cause actual results to differ materially from the projections or estimates contained herein. These risks include, but are not limited to, the risks described in this and our other reports, and the other risks associated with start-up mineral operations in Bolivia, and operations with insufficient liquidity and no historical profitability. Certain of our previous projections have proven to be incorrect, and in some cases materially so. In addition, risks associated with an investment in Golden Eagle’s common stock may be found below under “Quantitative and Qualitative Disclosures About Market Risk” as well as by reviewing our annual reports filed on Form 10-K (and the more detailed risk factors contained therein), quarterly reports filed on Form 10-Q and current reports filed on Form 8-K, available at www.sec.gov, as well as through our website, www.geii.com. It is important that each person reviewing this report understands the significant risks attendant to Golden Eagle’s operations and that of its subsidiaries. Golden Eagle disclaims any obligation to update any forward-looking statement made herein.

      Liquidity and capital resources

      Working capital situation.

        Through June 30, 2005 and subsequently, Golden Eagle has had significant working capital deficits exceeding $(1,879,000) at June 30, 2005 (as compared to a working capital deficit of approximately $(1,330,000) at December 31, 2004. During our current fiscal year, we have been obligated to finance our operations through private placements of our common stock to accredited investors and by extension of our payables for as long as our creditors will permit. During fiscal 2004, we were also able to provide some liquidity to our operations through the sale of gold. Nevertheless, this situation of continuing negative working capital and an inability to pay our bills as they become due has created difficulty for us in meeting our obligations and continuing our operations, and has resulted in our auditors issuing a going concern qualification in their report on our financial statements.

        As of June 30, 2005, we have a number of obligations outstanding including accounts payable to vendors, notes payable to related parties and non-related parties and accrued payroll. We are either current with all vendors or we are working closely with them on payment arrangements. Since the suspension of operations at Cangalli in June 2004, we have taken steps to reduce our cash expenditures to the minimum amount possible.

        At June 30, 2005, our working capital deficit increased (that is, our available working capital decreased) primarily as a result of increasing current liabilities, including:

1

        As is apparent from the foregoing discussion, many of our current obligations are past due, and the other party to the contracts could declare us to be in default. Consequently, our working capital situation remains the most critical issue facing us. We will continue our efforts to finance our working capital deficit, our negative cash flows from operations and investing activities through equity transactions with accredited investors and through long-term financing, although we can offer no assurance that we will be able to do so.

        All financing of our working capital deficit for the foreseeable future will need to come from the raising of cash through private placements with accredited investors, using shares of our common stock to pay for services, short and long term debt or other financing sources. Our ability to use our common stock for these financing activities is subject to significant regulation by state and federal authorities. Because of the many factors that are involved in determining whether an exemption from the registration requirements are available, we cannot offer any assurance that the transactions are exempt from registration, although we believe that they are. In addition, because of the current low price of our common stock, any use of our common stock to alleviate our working capital shortages will result in dilution to the other holders of shares of our common stock.

      Capital commitments.

        Golden Eagle has certain significant capital commitments. These commitments include:

2

        We also had a commitment to make $2 million in production expenditures for the Buen Futuro prospect by May 15, 2005. We believe that we have met this commitment with the acquisition of the Gold Bar mill and plant and other developmental expenditures. Following is a chart that sets out our contractual capital commitments discussed above:

3

        Clearly, maintaining our properties are high priorities for our cash expenditures and, therefore, we are obligated to prioritize our current capital requirements, leaving some creditors on a delayed-payment schedule while others are paid more currently.

        Without third party funding in excess of $7,000,000, it is unlikely we will be able to meet the foregoing commitments through the end of 2005. Unless we obtain the necessary funding, we will continue to be dependent on our ability to negotiate various accommodations from our existing creditors and others to extend payment obligations. Although we have been successful in doing so in the past, we cannot offer any assurance that we will be able to continue to do so in the future. 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 occasionally from non-affiliates, as well as from private placement of our securities to accredited investors. (See, Part II, Item 2, “Unregistered Sales of Equity Securities and Use of Proceeds””). During the first two quarters of 2005, we raised $261,000 from the sale of 15,850,502 shares of our common stock to accredited investors pursuant to exemptions from the securities registration requirements. We cannot offer any assurance that we will continue to be successful in being able to finance any significant part of our operations from third parties.

        Our ability to finance our operations will, in the end, be dependent on our ability to generate additional positive cash flow from operations in amounts sufficient to support all of our financial obligations, of which there can be no assurance.

        We also are working to develop new grant and funding sources, which may include funding from the US Trade Development Agency (TDA), the Export-Import Bank (EXIM Bank), the Overseas Private Investment Corporation (OPIC) and the Andean Development Fund located in Caracas, Venezuela (CAF). In August 2004, we applied for debt financing for our Buen Futuro project with OPIC and CAF, both of which have expressed an interest in financing projects in Bolivia. We have been informed by OPIC that it will require a completion guarantee for the entire amount of the loan prior to moving forward on our loan request. We are currently working with several different sources in order to obtain a completion guarantee acceptable to OPIC or CAF. We are also continuing our financing efforts with other government and private lenders in the U.S. and Canada as well. While we cannot guarantee that any potential financing source will provide financing for our Buen Futuro project, we are optimistic about the prospects for such financing.

4

      Revenues from our Bolivian operations.

        We have had no revenues from our Bolivian operations since June 2004 when we were forced to cease production from our Cangalli prospect because of a local farmer’s strike and then because of legal issues not associated with our operations. We have no assurance when, if ever, we will be able to recommence production from the Cangalli prospect and, therefore, we have concluded that our previously reported reserves for the Cangalli property should be written off.

        Although we have reported mineral reserves for our Buen Futuro prospect, we are currently unable to pursue production from these claims because of a lack of financing. 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.

      Assets

         As of June 30, 2005, we had total assets of $6,387,630 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 $202,014 as of June 30, 2005 from $186,191 as of December 31, 2004. The increase was the result of a reduction in cash of $14,353, which was used to pay expenses and an increase in prepaid expenses of $88,203.

⁽¹⁾     Fixed assets include mining equipment of $1,429,176, which increased by $134,773 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.

⁽²⁾     Additionally, as of December 31, 2004 we reclassified the Gold Bar mill and plant, which we had purchased in June 2004 from property and equipment to other assets in the amount of the purchase price of $3,600,000. The reclassification was a result of a clause in the sales agreement which allows Atlas Precious Metals (Atlas), the seller of the plant, to reverse the sale of the Gold Bar mill and plant and return the stock if we have not removed the plant from the property outside of Eureka Nevada within twelve months from the date of the agreement. Should we fail to remove the assets by this date, Atlas had the right to either allow us to store the assets on site or terminate the agreement and return the purchase price to us. As a result of the possibility of the termination of the agreement, we reclassified the $3,600,000 purchase price from property and equipment to a non-operating non-current asset section. We also reclassified the $3,600,000 that we issued in stock from the additional paid in capital to a mezzanine liability section. On June 17, 2005 we entered into an amended asset purchase agreement with Atlas wherein any obligation by us to remove the Gold Bar mill and plant within a specified period of time was removed and Atlas may no longer unwind the sale of the mill and plant. As consideration for entering into an amended agreement, we paid Atlas 20,000,000 shares of restricted common stock valued at $380,000. This cost was capitalized as part of the acquisition cost of the mill and plant. As a result of this agreement we reclassified the Gold Bar mill and plant as a fixed asset and reclassified the stock issued for the plant as additional paid in capital from the liability account, “redeemable common stock”.

5

      Stockholders’ equity.

        As of June 30, 2005, our stockholders’ equity was $4,306,604 as compared to ($1,385,872) as of December 31, 2004. The $5,692,476 net increase in stockholders’ equity was primarily the result of the reclassification of the stock 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.

      Results of Operations

        The following sets forth certain information regarding Golden Eagle’s results of operations during the six months ending June 30, 2005 compared with the same period in 2004.

        During the first six months of 2005, we did not generate any revenues from gold sales as a result of the shut down of our Cangalli operation and the previous sale of all gold held in inventory. During the first two quarters of 2004 we generated $900,986 in revenues from gold sales with production costs of $528,542 and production taxes of $88,046. While we hope to one day recommence mining operations at the Cangalli mine we cannot guarantee that we will be able to do so. In order to recommence operations we would need to settle the dispute between the UCL and the Bolivian Government as well as incur startup costs of $300,000 to $400,000, which we currently do not have.

        Exploration and development costs increased to $359,954 during the six months ended June 30, 2005, compared to $201,770 during the same period in 2004. The increase in exploration and development costs during 2005 was directly related to our efforts to prepare the Buen Futuro concession for mining, additional geologic surveying and engineering costs related to the teardown, shipment and re-erection of the Gold Bar mill and plant on our Buen Futuro concession.

6

        General administrative expenses decreased to $777,540 during the first six months of 2005 from $890,220 during the first six months of 2004. General and administrative expenses have decreased during the first six months of 2005 as the result of strict cost controls and reduced staff following the shutdown of the Cangalli operation. General and administrative expenses would have decreased further during the first six months of 2005 however, we included as general and administrative expenses certain ongoing costs from Cangalli that were classified as production costs during the same period of 2004. As there was no production during the first quarter of 2005 these costs could not be classified as production costs. These costs totaled $53,112 during the first six months of 2005. Officers and directors did not receive any compensation during the quarter ended June 30, 2005, however, officer salaries were accrued and are included in general and administrative expenses.

        Depreciation and depletion decreased to $37,598 during the first six months of 2005 from $168,833 during the same period 2004. The decrease was due to the fact that the remaining Cangalli mine development costs and a portion of the Cangalli property costs and equipment were impaired as of December 31,2004 and were no longer subject to depletion and depreciation. Certain machinery and equipment was also not depreciated during the period as a result of the shutdown of Cangalli operations and the fact that the equipment did not incur any wear.

        Interest expense during the first six months of 2005 decreased to $61,008 from $89,043 during the first six months of 2004. This decrease was due to the conversion of two notes payable to our common stock during the fourth quarter 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.

        We did generate other income in the amount of approximately $5,900 during the second quarter 2005. These funds are 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 and 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.

        We generated a net loss for the first six months of 2005 of ($1,230,180), compared to a net loss during the same period in 2004 of ($1,065,180). This increased net loss is the result of no revenue earned during the two quarters and an increase in exploration and development expenses relating to the Buen Futuro concession.

        We do not expect to gain profitability (if ever) until we are able to achieve production at our Buen Futuro prospect. Even if we resume production at our Cangalli prospect (which cannot be assured), we will not achieve corporate profitability since the production will not likely be sufficient to offset our corporate-wide expenses. Even when we were in production, the profitability of the Cangalli operation was not sufficient to offset other corporate losses. We will not be able to move toward production at either prospect without obtaining a significant amount of additional financing necessary not only to make the expenditures necessary to commence production operations, but also funds necessary to repay our past due obligations. As described above, we cannot offer any assurance that we will be able to achieve the necessary financing.

      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 working capital that may become available:

7

        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. We have successfully raised needed capital in the past; however, we cannot assure we will be successful in raising capital through a secondary offering, private placements or debt financing.

        In order to assist in financing our planned operations, we continue to seek joint venture partners or other industry participants who would be interested in joining with us in the development of our Tipuani Gold District or Precambrian prospects. We cannot, however, offer any assurance that any potential joint-venture partners will be interested in evaluating these prospects or in negotiating a relationship with us on reasonable or acceptable terms. Any industry participant who may choose to enter into a joint venture with Golden Eagle would likely initially require a significant interest in the project in exchange for the necessary investment.

        In summary, we do not have sufficient liquidity or all of the necessary capital resources to carry out any substantial portion of our objectives as set out above. There is no assurance that we will be able to accomplish all of our objectives as stated above. Our current financial and other challenges, together with the risks associated with exploring for and mining gold in Bolivia, and the current price volatility of gold, all combine and may make it more difficult for us to raise much needed funds on reasonable terms.

      Risk factors attendant to Golden Eagle’s operations

        Our operations are subject to significant risks and uncertainties. In making any investment decision regarding our common stock, any shareholder or potential investor should carefully consider the following significant factors and the other factors described in this quarterly report. The risks associated with an investment in our stock are set forth in more detail in our annual report on Form 10-K for the year ended December 31, 2004, and include, but are not limited to;

8

        Prospective investors and current shareholders should also be aware of the following potential developments with respect to our operations and the hurdles that we continue to face in successfully accomplishing our business objectives. As a result of foregoing factors, and those listed below, we have not yet produced gold or copper on a company-wide profitable basis.

      Impact of inflation and changing prices

        Golden Eagle has not experienced any material impact from the effects of inflation during the last three annual operating periods, 2002, 2003 or 2004, and was not impacted during the first six months of 2005. Bolivian inflation, while astronomical 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 which limited our ability to benefit from a joint venture mining operation that we entered into following the shut down of our Cangalli mine.

      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.

        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.

9

        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.

      Off balance sheet arrangements

      None

      Going concern considerations

        The financial statements accompanying this report have been presented assuming Golden Eagle will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We had stockholders’ equity of $4,306,604 on June 30, 2005 and $(1,385,872) on December 31, 2004, and have incurred substantial losses of ($43,295,094) since our inception and (as described above, significant working capital deficits). Unless Golden Eagle successfully obtains suitable significant additional financing arrangements, or begins generating sufficient revenues from its mining operations, there is substantial doubt about our ability to continue as a going concern. Our plans to address these matters include the use of private placements of our stock in reliance on exemptions to registration found in Sections 4(2) and 4(6) of the Securities Act of 1933, obtaining short-term loans, seeking suitable joint venture relationships, and (if we obtain the necessary financing, of which there can be no assurance) by commencing mining operations at other claims owned by us. Our financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

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, as of the end of the period covered by this report, 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. There have been no significant changes in the Company’s internal controls or in other factors, which could significantly affect internal controls subsequent to the date the Company carried out its evaluation.

        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 controls over financial reporting during the past quarter.

PART II – OTHER INFORMATION

Item 1.      Legal proceedings

10

        There are no pending or threatened legal proceedings except as disclosed in Golden Eagle’s Annual Report on Form 10-K for the year ended December 31, 2004.

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

        During the three months ending June 30, 2005, we used our common stock for several purposes, including to raise capital, for services, and for the amendment of an asset purchase agreement.

        These offers and sales were all accomplished pursuant to the exemptions from registration found in Sections 4(2) and 4(6) of the Securities Act of 1933, as amended, and the rules there under, without general advertising or other form of public solicitation. In some cases, the recipients of the shares were non-U.S. persons, and Regulation S was also applicable to the transaction. Each of the investors represented to us that they were accredited investors and that they acquired the securities for investment purposes only and without a view toward further distribution. The funds received from these investors were used to satisfy a portion of Golden Eagle’s working capital obligations associated with its exploration, evaluation, plant construction and mine development activities in Bolivia. There was no underwriter involved in these transactions, and no commissions or underwriting discounts were paid.

        The following chart gives the above information in graphic form:

11

Item 5.      Other Information:

Change of auditors

On July 20, 2005 we announced in an 8-K 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. We have authorized the former accountant to respond fully to the inquiries of the successor accountant concerning all financial accounting matters related to Golden Eagle International, Inc. On the same date, we announced the appointment of Chisholm, Bierwolf and Nilson, LLC as our new auditors.

Change in Classification of Properties

We own mineral prospects in Bolivia that we believe are prospectively valuable for mineral operations. These include:

      The Tipuani-Cangalli prospects, and

      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-KSB 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), it is no longer appropriate to describe the mineralization contained on the Cangalli prospect as “mineral reserves.”

12

        We continue to believe that the mineralization at the Buen Futuro prospect should be classified as reserves under SEC Guide 7 and industry literature even though we do not presently have the financial capability to put the Buen Futuro prospect into production. We have 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. We are continuing discussions with staff members of the Commission on this point.

Change in corporate offices

On July 28, 2005 we announced the change of address of our corporate offices from

12401 South 450 East, Building D-1Salt
Lake City, UT 84020

to our new offices located at;

9661 South 700 EastSalt
Lake City, UT 84070

All telephone numbers and e-mail addresses will remain the same.

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 will continue to serve as President and Chief Executive Officer.

Item 6.      Exhibits:

Exhibits required by Item 601 of Regulation SK

13

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)

14

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:

15

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

16

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

17

F-1

F-2

F-3

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

(Unaudited)

F-4

F-5

F-6