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

March 31, 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)

12401 South 450 East, Building D1, Salt Lake City, UT 84020

(Address of principal executive offices) (Zip Code)

        Golden Eagle’s telephone number, including area code: (801) 619-9320

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 March 31, 2005, there were 626,138,155 shares of common stock outstanding.

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TABLE OF CONTENTS

Part I- FINANCIAL INFORMATION

Part II - OTHER INFORMATION

Signatures                                                                                              2

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

        The unaudited Financial Statements for the three months ended March 31, 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.

Company classification properties and discussion

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. Although we have achieved production of gold in the past from our Cangalli prospect, none of our prospects have been in production since June 2004. As described in more detail below, we continue have significant working capital deficits, negative cash flow, and losses from operations and we are dependent on third party investment.

Liquidity and capital resources
Working capital situation

        Through March 31, 2005 and subsequently, Golden Eagle has had significant working capital deficits. Exceeding $(1,800,000) at March 31, 2005 (as compared to a working capital deficit of approximately $(1,330,000) at December 31, 2004. We have been able to finance a portion of our operations through private placement stock offerings and (during the first three quarters of 2004) 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 March 31, 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 we have taken steps to reduce our cash expenditures to the minimum amount possible.

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        At March 31, 2005, our working capital deficit increased (that is, our working capital decreased) primarily as a result of increasing current liabilities, including:

        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.

        In the past we have been able to use our revenues from gold production, which have exceeded the costs of extraction, as a means of reducing our working capital deficit. Since we have suspended operations at Cangalli and sold all gold remaining in inventory, we can no longer rely on gold revenue to help finance our working capital deficit. 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, the payment of stock for services, short and long term debt or other financing sources. Some of these sources will further dilute our shares of common stock.

Capital commitments

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

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        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 plant and other development expenditures. Following is a chart that sets out our contractual capital commitments discussed above:

        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 unpaid 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. Until we obtain the necessary funding, we are 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.

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         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 quarter of 2005, we raised $131,000 from the sale of 5,290,000 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.

        In an effort to obtain a significant amount of financing, we entered into an agreement with Polion do Brasil, S.A (Polion), a Brazilian investment group that had agreed to purchase 3,500,000 shares of our Series A convertible stock. We expected to commence receiving $350,000 per month for ten months from Polion commencing not later than April 1, 2005. We have not received any payments from Polion, and this failure has created additional liquidity problems for us. At this time, Polion continues to inform us that they intend to invest in us, but we consider the agreement to have expired and we are not relying the receipt of any funds from Polion. We will continue to work with Polion to enter into a new funding agreement but we can offer no assurances that we will be able to do so or, if we are able to enter into a new agreement, that Polion will advance funds in accordance with its agreement.

        We also are working to develop new grant and funding sources, which may include funding from the US Trade Development Agency, the Export Import Bank, the Overseas Private Investment Corporation and the Andean Development Fund (CAF). In August 2004, we applied for debt financing for our Buen Futuro project with the Andean Development Corporation located in Caracas, Venezuela, which has expressed a strong interest in financing projects in Bolivia. We are continuing our financing efforts with government and private lenders in the U.S. and Canada as well. While we cannot assure that any potential financing source will provide financing for our Buen Futuro project, we are optimistic about the prospects for such financing.

        Revenues from our Bolivian operations
Commencing in the fourth quarter of 2002 through June 2004, we obtained liquidity for our Bolivian operations through the production and then sale of gold from our Cangalli, Bolivia gold mine. The following table provides information about the cash this production has provided. We have used sales of our gold inventory to defray the costs of our Bolivian operations. We have extracted no gold since June 2004.

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* There is approximately a 2:1 density ratio, meaning that there are approximately two metric tons per cubic meter..

        Gold production from our Cangalli claims ceased in June 2004 because of a local farmers’ strike and then because of legal issues not associated with Golden Eagle. While we cannot guarantee that we will be able to reinitiate production from our Cangalli claims, we believe that at some point in the future we will be able to resolve this issue with the other unrelated parties, including the Bolivian regulating authorities and the United Cangalli Gold Mining Cooperative, Ltd. (“UCL”), a Bolivian cooperative from whom we purchased the Cangalli claims in 2002.

        Our ability to achieve maximum production and generate a positive cash flow is subject to a number of risks, certain of which are addressed below in the “Risk Factors” section of our annual report on Form 10-K dated December 31, 2004. Our ability to use our capital stock and other securities to raise working capital and to pay our indebtedness is subject to extensive federal and state regulation. Although we have exerted our best efforts to comply with all applicable regulations, there can be no assurances we have been able to do so. To the extent there may be any non-compliance we may incur certain liabilities. No such claims have, to our knowledge, been asserted to date.

Assets

         As of March 31, 2005, we had total assets of $5,879,573 compared to total assets of $5,893,057 as of December 31, 2004. These assets contain current assets including cash and prepaid expenses, which decreased to $54,466 as of March 31, 2005 from $186,191 as of December 31, 2004. The decrease was the result of a reduction in cash of $43,722, which was used to pay expenses, and a reduction in prepaid expenses of $88,203.

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        Fixed assets include mining equipment of $1,430,403, which increased by $136,000 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. 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, 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 has the right to either allow us to store the assets on site or terminate the agreement and return the purchase price to us. While we believe that Atlas does not intend to terminate the agreement, we cannot guarantee that they will not do so. We are currently negotiating with them to extend the date by which the assets must be removed, however we also cannot offer any assurances that we will be successful in reaching an agreement on extension. As a result of the possibility of the termination of the agreement, we have moved the $3,600,000 purchase price from property and equipment to a non-operating non-current asset section. We have also moved the $3,600,000 that we issued in stock from the additional paid in capital to a mezzanine liability section. If we are able to reach an agreement with Atlas to modify our agreement we will reclassify the $3,600,000 purchase price to property plant and equipment and the corresponding amount to the equity section of the balance sheet.

Stockholders’ equity

         As of March 31, 2005, our stockholders’ equity was $379,393 as compared to ($1,385,872) as of December 31, 2004. The $1,765,265 net increase in stockholders’ equity was primarily the result of $2,050,000 in common shares issued during the first quarter of 2005 as settlement of a lawsuit. The shares 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 three months ending March 31, 2005 compared with the same period in 2004.

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        During the first three 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 quarter of 2004 we generated $367,971 in revenues from gold sales with production costs of $205,735 and production taxes of $47,414. 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 incur startup costs of $300,000 to $400,000, which we currently do not have.

        Exploration and development costs increased to $167,834 during the three months ended March 31, 2005 compared to $72,925 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.

        General administrative expenses increased to $476,165 during the first three months of 2005 from $467,934 during the first nine months of 2004. We have instituted strict cost controls and reduced our staff following the shutdown of the Cangalli operation. However, general and administrative expenses increased during the first three months of 2005 as 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.

        Depreciation and depletion decreased to $18,907 during the first three months of 2005 from $100,251 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.

        Interest expense during the first three months of 2005 decreased to $26,612 from $44,010 during the first three 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.

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        We generated a net loss for the first three months of 2005 of ($688,367), compared to a net loss during the same period in 2004 of ($570,011). This increased net loss is the result of no revenue earned during the quarter and an increase in exploration and development expenses relating to the Buen Futuro concession.

        We do not expect to gain profitability until (if ever) 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:

        Since we currently have 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.

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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;

        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 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 three 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.

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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.

        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

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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 $379,393 on March 31, 2005 and $(1,385,872) on December 31, 2004, and have incurred substantial losses of ($42,753,281) 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 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, within the 90 days prior to the filing date of 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

        During 2004 we became party to a lawsuit filed in the District Court for the City and County of Denver, Colorado, entitled: Geiger v. Golden Eagle International, Inc. and Ronald A. Knittle, Civ. No. 03CV9390. The subject matter of that suit was stock transactions that took place at the end of 1995 and the beginning of 1996, which were authorized by Ronald A. Knittle, a former officer and director. The alleged acts that purportedly damaged the plaintiff took place prior to the appointment of any currently serving officer or director.

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        In order to avoid the uncertainty attendant with all litigation, we chose to settle with the plaintiff to ameliorate any potential finding of liability and a damages award. Pursuant to certain settlement terms the parties filed a stipulated motion to dismiss the case with prejudice. The settlement agreement was approved by the court on February 3, 2005. Subsequent to year-end 2004, on February 8, 2005, we issued 50 million shares of our restricted common stock to one accredited investor, the plaintiff, pursuant to the terms of the settlement agreement. The case was dismissed, with prejudice, on March 9, 2005.

        Under generally accepted accounting principles, we recognized an expense and a liability for the legal settlement at December 31, 2004 even though we did not enter into the final settlement until January 2005. We did not complete the settlement until February 2005 when we issued the shares to the plaintiff.

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

        During the three months ending March 31, 2005, we used our common stock for several purposes, including to raise capital, for services, and for settlement of a lawsuit:

        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 thereunder, 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.

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        The following chart gives the above information in graphic form:

Item 6. Exhibits:

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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.

GOLDEN EAGLE INTERNATIONAL, INC.

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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

In connection with the Quarterly Report of Golden Eagle International, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Terry C. Turner, President, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

    (1)        The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

    (2)        The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

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

In connection with the Quarterly Report of Golden Eagle International, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Tracy A. Madsen, Principal Financial Officer, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

    (1)        The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

    (2)        The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

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F-1

F-2

F-3

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

      Note A – Basis of Presentation

      Note B — Organization and Nature of Business

      Going Concern Considerations

F-4

      Reclassifications

      Note C – (Loss) Per Share

      Note D – Issuance of Common Stock

   Note E – Statement of Cash Flows Information and Supplemental Non-Cash Financing Activities

Cash paid for interest for the three months ended March 31, 2005 and 2004 was $7,649 and $25,189, respectively.

F-5

       Note F – Notes Payable

      Note G – Contract Payable

      Note H – Litigation

F-6

F-7