SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-KSB

(Mark One)

[ X] Annual report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for fiscal year ended

December 31, 2006

[      ] 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 the Company as specified in its charter)

9661 South 700 East, Salt Lake City, Utah 84070
        (Address of principal executive offices) (Zip Code)

        The Company’s telephone number, including area code: (801) 619-9320

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

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

Check whether the issuer (1) 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 Company was required to file such reports), and (2) has been subject to the filing requirements for at least the past 90 days. [ X ] Yes [ ] No

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of the Company’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ]

Our revenues for the most recent fiscal year $0

Aggregate market value of the voting stock held by non-affiliates of Golden Eagle International, Inc. as of April 13, 2007: was approximately $17,189,298. This estimate is based on the last sale price per share of $.026 on April 16, 2007 and 661,126,831 shares estimated to be held by non-affiliates.

The following documents are incorporated hereunder by reference: (1) Any annual report to security holders — None; (2) Any proxy or information statement — None; (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933 — None.

TABLE OF CONTENTS

PART I

PART II

PART III

PART IV

Forward-Looking Statements

This Annual Report on Form 10-KSB, including our “Management’s Discussion of Results of Operations” on page 44, contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause the results of Golden Eagle International, Inc. (hereafter referred to below as “we”, “our” or “us”) to differ materially from those expressed or implied by such forward-looking statements. The words or phrases “would be,” “will allow,” “intends to,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” or similar expressions are intended to identify “forward-looking statements.” Our operations are subject to significant risks and uncertainties, including but not limited to certain risk factors, which are described in more detail under “Risk Factors” beginning on page 16. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements, including any projections of revenue, gross margin, expenses, earnings or losses from operations, synergies or other financial items, any statements of management’s plans, strategies and objectives for future operations, and any statement concerning developments, plans, or performance. Unless otherwise required by applicable law, we do not undertake, and we specifically disclaim any obligation to update, any forward-looking statements to reflect occurrences, developments, unanticipated events or circumstances after the date of such statement.

PART 1

Item 1. Business

(a) General

FILING STATUS

As of December 31, 2006 we determined that we no longer met the conditions for filing under Regulation S-K and therefore this report is filed under Regulation S-B. We believe that we qualify for S-B filing status because we have met the following conditions for the past two years;

5 (a)(1) How We Are Organized

We were formed as a Colorado corporation on July 21, 1988 as Beneficial Capital Financial Services Corp. On February 2, 1995, our name was changed to Golden Eagle International, Inc. Our subsidiaries are:

(a)(2) Business Overview

Our corporate headquarters are in Salt Lake City, Utah

We are engaged in minerals industry operations in Bolivia through our Bolivian based wholly owned subsidiary, Golden Eagle International, Inc. (Bolivia). We have acquired the following mineral prospects in Bolivia:

Additionally we own the following gold processing and milling plant

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None of our prospects are currently in the production stage. Our production operations ceased on our Cangalli property in June 2004 as a result of a local farmers’ strike and certain legal issues with which we are not associated. Our Precambrian B and C Zone prospects are in the development stage and our Buen Futuro prospect is in the exploration stage.

For the years ended December 31, 2006 and 2005 , we reported net losses of $4,275,892 and $2,038,534, respectively. Our financial results over the past two years have been impacted by the shutdown of our production operations as discussed in more detail under Item 7 in connection with our financial results for the years ended December 31, 2006 and 2005.

This map shows the location of our prospects and properties.

The mining measures we use in this report reflect accepted Bolivian mining weights and measures such as grams, troy ounces, and metric tonnes that are not commonly used in the United States. We will use these Bolivian based measures throughout this report. All references to “ounces” will be to troy ounces whether or not so specified; all references to tonnes will be to metric tonnes, whether or not so specified. The following conversion chart compares Bolivian measures to United States commonly used weights.

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(a)(3) Business Development

Our current strategy is to further develop the potential of the A Zone of our Buen Futuro gold and copper project in eastern Bolivia during 2007. In February 2007, we entered into an agreement with a major independent mining and engineering firm, Washington Group International, Inc. (www.wgint.com), to perform the necessary due diligence work to advise us regarding our feasibility studies. Additionally, we may engage this engineering firm to determine if our Gold Bar mill and plant should be moved to our A Zone Buen Futuro project in eastern Bolivia, or if a new mill and plant should be built on site. During this period we will also begin securing final environmental permitting and any additional surface land acquisitions that may be required.

During 2006, we also performed exploration and feasibility work on the gold prospects of the B and C Zones of our Precambrian properties in eastern Bolivia. These zones are located approximately 3.2 miles from the A Zone of our Buen Futuro project. Additionally, we built and operated a pilot plant on the C Zone, which we have used to refine the metallurgical process on the mineralized material in the zone. Once feasibility work and pilot plant operations are completed, and if the final results are positive and we have obtained adequate financing, we intend to implement the recommended mine plan, construct the recommended recovery circuit, and enter into operations by mid to late 2007.

Finally, we intend to continue our efforts to resolve issues impeding the development of our Cangalli mine; however, we will not recommence operations at the Cangalli mine until we begin operations on our eastern Bolivian Precambrian properties All of our plans are contingent upon receiving an estimated $11.5 million of financing. We may, however, continue with a portion of these plans if funds are available, as detailed below:

To accomplish our strategy we intend to accomplish the steps in our Plan of Operations, which are detailed in Part II, Item 6, (c).

(b) Description of Business

(b)(1) Principal products

We have produced only a single product, gold metal, which we extracted from our Cangalli mining claims from September 2002 through June 2004, and small quantities of gold prior to September 2002. Our revenues prior to 2005 from operations have been derived solely from the sale of that gold. Although our Buen Futuro prospect has copper and gold mineralization, we have only produced a small amount of gold of negligible value from our C Zone pilot operations during the fourth quarter of 2006 and the first quarter of 2007. We generated no revenues from gold or copper production during 2005 and 2006.

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Gold

During 2006 and 2005, we had no sales of gold. Gold production and sales prior to 2005 totaled 9,720 troy ounces as reflected in the chart below titled, “Activities at our Cangalli claims to generate production.”

Gold Uses. Gold has two main categories of use: (a) product fabrication; and (b) investment. Fabricated gold has a variety of end uses, including jewelry, electronics, dentistry, industrial and decorative uses, medals, medallions, and official coins. Gold investors buy gold bullion, official coins and high-karat jewelry, and make equity investments in gold and precious metal exploration/production companies. .

Copper

To date we have not produced any copper. However, our exploration efforts at Buen Futuro indicate the potential of a commercially significant amount of copper in the mineralized material found there.

Activities at our Cangalli claims to generate production

The following table sets forth our gold production history from our Cangalli claims, which has been our only source of revenue to date:

Gold inventory is stated on the balance sheet at the lower of average cost or net realizable value. As of December 31, 2006 and 2005, we held no gold in inventory.

Gold production from our Cangalli claims ceased in June 2004 because of a local farmers’ strike and then because of legal issues that arose regarding parties not associated with us. We cannot guarantee that production will ever recommence at our Cangalli gold mine, or that we will ever further explore or work our Cangalli or Tipuani Valley mining claims.

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(b)(2) Distribution methods.

Gold previously produced in Bolivia was primarily sold into the Bolivian gold market and subsequently on the international market. We anticipate that if we are able to again produce gold that it will be sold into both the Bolivian and international markets. If we are able to commence copper production, we anticipate that our product will be distributed to international markets through Brazil, Chile and Peru.

(b)(3)     Status of publicly announced products or services.

We have not publicly announced any products or services; our business has been limited to conducting minerals exploration.

(b)(4) Competitive business conditions.

The gold and copper mining business is extremely competitive. Our competitors have substantially greater financial, technological, and human resources, and therefore greater potential to conduct successful mining operations and generate revenues.

(b)(5) Sources and availability of raw materials.

As of December 31, 2006, we required no significant raw materials. When we have conducted mining operations in Bolivia in the past, those operations have required significant quantities of mining equipment and supplies. Such items are often in short supply and deliveries are occasionally impeded by severe weather, political strife, such as road blockades by the Bolivian Central Workers Union, the National Farmers Organization, or other organized groups, and primitive road conditions. Nevertheless, to date, we were always able to meet our requirements. If we are able to bring our Buen Futuro operation into production we will require a large amount of electrical power and certain chemicals, which we will need to source in the region and which may be in short supply.

(b)(6)     Dependence on one or a few major customers.

Our potential customers consist of consumers through the domestic Bolivian and international spot gold and copper markets, and an active gold and copper market in Bolivia and internationally for the jewelry industry. As a result, should we be successful in bringing any of our prospects into gold and copper production, we do not believe that we will be dependent upon any single customer or even a few major customers.

(b)(7)     Importance and duration and effect of patents, trademarks, licenses, franchises and concessions.

We have no patents, trademarks, licenses or franchises that are material to our business. However, we do have mining claims that have been granted to us from the national Bolivian government, which are discussed below under Item 2 – Properties.

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(b)(8) Need for governmental approval.

In Bolivia, the mining industry is subject to government approval, including mining, environmental and other activities that require permitting: harvesting of lumber for mine timbers; clearing of forested areas for the construction of open pit mines, mills and tailings impoundments; transport and storage of explosives; and the transport and storage of hazardous substances and chemicals. We currently have a conditional use permit for the operation of a pilot plant on our C Zone gold project. If we are able to move to a full production plant, we will be required to obtain additional permitting that may be both time consuming and expensive. While we believe that we can obtain the required permits to operate both in the B and C Zones, as well as on our Buen Futuro A Zone property, we can offer no assurances that the required permits will be forthcoming, or forthcoming in a timely manner.

Our Gold Bar mill and plant located outside of Eureka, Nevada is currently inactive. If we were to commence a toll processing operation at Gold Bar, we would be required to obtain numerous permits from both the Federal government and the State of Nevada, which would be time consuming and expensive. We cannot assure that any such permits would be forthcoming, or forthcoming in a timely manner, even if we did decide to commence operations at Gold Bar.

(b)(9)     Effect of existing or probable governmental regulations.

During late 2006 and early 2007, Bolivia’s current administration expressed a desire to increase the Complimentary Mining Tax (“Mining Tax”), or minerals severance tax, on all minerals and metals mined in Bolivia. The current Bolivian Mining Tax is assessed at the time of sale or export of the mineral and is based on a sliding scale derived from the quote for a particular mineral on the international markets over any 15-day period. Every 15 days the Ministry of Mining and Metallurgy in Bolivia certifies the price at which each mineral should be taxed. Bolivia’s current Mining Tax is reasonable by world standards. The Mining Tax is then deductible from the company’s Net Profits Tax (25% on net profits after all deductions have been taken) at the end of a company’s fiscal year. We believe, but cannot assure, that an increase in the Mining Tax is unlikely in the foreseeable future due to the public reaction from the Bolivian mining community to the administration’s proposed increase. The current commentary in Bolivia is that any increase has been indefinitely suspended.

The current administration has also expressed a desire to increase the annual claim fees paid each year in mining patents for mining concessions in Bolivia. In addition, the administration has expressed a desire to change Bolivia’s mining law to require work to improve mining concessions as a requirement to maintaining those concessions. Currently, under Bolivian mining law, if a mining concession holder pays annual claim fees for patents there is no additional work requirement. We believe that these changes will not take place in the near future due to the public reaction from the Bolivian mining community to the administration’s proposed changes to the Bolivian Mining Code.

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(b)(10) Research and development expenditures.

We have never assumed any research and development expenses since our inception. We have not engaged in, and do not intend to engage in, any research and development activities.

(b)(11)     Effect of compliance with federal, state, and local provisions for the protection of the environment.

We are not engaged in significant operations within the United States other than our ownership of the Gold Bar mill and plant located 25 miles northwest of Eureka, Nevada, which, as of December 31, 2006, was idle. We do not own the ground on which this plant sits. The purchase agreement we entered into when we purchased the plant requires the previous owner of the plant and the current landowner, Atlas Precious Metals, Inc., to perform any required environmental remediation on the site. We do not believe that we have any liability for environmental clean up on this site or on any other site within the United States.

In Bolivia, we engage in an industry that is historically subject to extensive, time consuming, and expensive compliance with environmental law. Because we have limited financial resources as well as limited personnel, there is no assurance that we will be able to comply with environmental laws in Bolivia; however, to date, we believe that we have complied with all environmental laws in Bolivia.

We are also required to maintain environmental permits to explore, operate pilot operations, mine, process ore and create processing waste impoundments. From September 30, 2002 through March 2003, we mined in Cangalli on the basis of conditional use permits. In March 2003, we received our permanent environmental permits, which we intend to maintain in good standing. We are required to provide the Bolivian Vice Ministry of the Environment and Natural Resources with ongoing information regarding the environmental impact of our operations. In addition, we have retained an engineering firm to monitor our Bolivian based subsidiary’s compliance with environmental laws in Bolivia and to produce any necessary reporting and filing. Our ability to continue our mining activities depends on our compliance with Bolivian law and with the conditions of our environmental permitting.

We have also secured permits from the Departmental Prefecture (State Government) for the exploration of our C Zone gold prospect and for the operation of a pilot recovery plant on our C Zone. We are applying to the Bolivian Vice Ministry of the Environment and Natural Resources for our full environmental operating permit for expanding our pilot operations to full commercial operations within 2007.

As part of our process to commence gold and copper mining operations at our Buen Futuro A Zone, we have retained an international engineering firm to evaluate our feasibility study and to provide feedback on our exploration, metallurgy, mine plan, and permitting efforts. We are currently working with this firm and awaiting their findings regarding our projected operations at the A Zone so that we can apply for the necessary environmental permits to commence mining and milling operations; however, there is no assurance that our permits will be forthcoming, or forthcoming in a timely manner.

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We believe that our environmental permitting related efforts to adhere to applicable Bolivia regulations and procedures will result in the required permits being issued in a timely manner.

(b)(12) Employees.

At December 31, 2006, we directly employed 35 full-time employees, as follows: (a) three in our head offices in Salt Lake City, Utah; and (b) seven in our administrative offices in Santa Cruz, Bolivia; and (c) 24 at Ascension de Guarayos, which are primarily involved in the exploration of the B and C zones and preparing infrastructure for the Buen Futuro A Zone and B and C Zone projects. We also have one employee engaged in security at our Cangalli mine site.

(c) Reports to security holders

(c)(1) Annual report.

We are not required to deliver an annual report to security holders and we will not be distributing an annual report, except in connection with our proxy statement

(c)(2) Filings.

We file all required reports with the SEC including Forms 10-KSB, 10-QSB and Forms 8-K as required.

(c)(3) Available information

We are a Colorado corporation with our principal executive offices located at 9661 South 700 East, Salt Lake City, Utah 84070. Our telephone number is: (801) 619-9320. Our fax number is: (801) 619-1747. Our website address is www.geii.com. We file our annual, quarterly, and current reports with the Securities and Exchange Commission (SEC), copies of which are available on our website or from the SEC free of charge at www.sec.gov. The public may also read and copy any materials, which we have filed with the SEC at the SEC’s Public Reference Room at 450 Fifth Street N.W., Washington, D.C. 20549. Information on the Public Reference Room may be obtained by calling: 1-800-SEC-0330. Our Code of Business Conduct and Ethics is also available on our website or by faxing a request to us at: (801) 619-1747.

(d) Risk Factors

The following risks and uncertainties, along with other information contained in this Form 10-KSB, should be carefully considered by anyone considering an investment in our securities. The occurrence of any of the following risks could negatively affect our business, financial condition and operating results.

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(d)(1) FINANCIAL RISKS

Our history of losses and working capital shortages has resulted in our auditor issuing an opinion on our financial statements indicating substantial doubt about our ability to continue as a going concern. We have incurred substantial losses of $48,374,340 since our inception. Additionally, we had negative working capital of $782,095 as of December 31, 2006. Our continued operations are dependent upon receiving significant financing. On the basis of the foregoing, our auditors have substantial doubt as of December 31, 2006 and 2005 about our ability to continue as a going concern.

Should we be successful in mining gold and copper, our revenues may be negatively affected by price volatility of those metals. Metals prices are subject to extreme price volatility, including gold and copper, as evidenced by charts (a) and (b) below:

(a)     Gold Price. The following table presents the annual high, low and average afternoon fixing prices over the past ten years, expressed in U.S. dollars, for gold per troy ounce on the London Metals Exchange:

Source of Data: Kitco and Reuters.

On April 16, 2007, the afternoon fixing price for gold on the London Metals Exchange was $690.00 per ounce.

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(b)     Copper. The volatility of the copper market is illustrated by the following table, which shows the dollar per pound equivalent of the high, low and average prices of high-grade copper on the London Metal Exchange and COMEX in each of the last ten years.

Source of Data: London Metal Exchange and COMEX

On April 16, 2007, the closing spot price of high-grade copper on the London Metal Exchange was equivalent to $3.53 per pound.

Metals prices are subject to factors that are beyond our control, including speculation, political and economic conditions, and inflation. Should gold and copper prices experience downward price trends, our revenues and potential profitability will be negatively affected.

Our continued operations are dependent upon receiving adequate financing.
Our primary operational goals of developing our Bolivian mining properties in the Precambrian shield, namely the B and C Zones and the Buen Futuro A Zone, will require substantial debt or equity financing; however, there is no assurance that we will be successful in receiving adequate financing. Should we fail to receive adequate financing, any possible revenue generating operations will be significantly delayed and we will be subject to increasing losses.

Historically, cash shortages have negatively affected our ability to explore and develop our properties.
From approximately November 1997 to present, we have experienced significant cash shortages. We have been able to meet our financial obligations only through equity and debt financing. We may continue to experience cash shortages, which will cause delays in development of our prospects and any possible revenue generating operations, and will otherwise negatively affect our financial condition.

We have significant debt obligations and accounts payable that we may be unable to meet and/or may negatively affect our operations.
At December 31, 2006, we have debt obligations totaling $803,720, consisting of: (a)$327,184 in accounts payable and accrued expenses; (b) other notes payable in the amount of $32,002; (c) a note payable to a former director and officers for $151,900; (d) a debenture payable in the amount of $249,000 and (e) accrued interest payable of $43,634. Should we be unable to meet these debt obligations, our operations may be adversely affected.

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(d)(2) OPERATIONS, DEVELOPMENT, AND MINING RELATED RISKS

Our future success is dependent upon our existing management.

Our future success is dependent upon the continued participation of our current management who provide us with the key technical and management aspects of our operations, including: (a) Terry C. Turner, our Chairman of the Board, President and Chief Executive Officer; (b) Harlan McSpadden (Mac) Delozier, a Director and our Vice President for Bolivian Administration; and (c) Tracy A. Madsen, our Vice President for US Administration and our Chief Financial Officer. (d) Dr. Michael H. Biste, our Chief Consulting Geologist; Hugo Aparicio, our Project Superintendent and Chief Mining Engineer. We have not obtained any key man life insurance for any of these personnel. Should we lose the services of any of these personnel, our operations may be negatively affected.

Our operations in Bolivia are subject to inherent risks including:

The occurrence of any of these risks could negatively affect our operations, including delays or stoppages in our mining, exploration, and development work, negatively affect our financial condition, or negatively affect the viability of our assets in Bolivia.

(d)(3) LEGAL, MARKET, AND REGULATORY RISKS

Our minority shareholders exercise little control over our corporate affairs.
Our officers and directors acting together will have the ability to substantially influence matters submitted to shareholders for approval, including election of directors or a merger, consolidation or sale of our assets; as a result, our minority shareholders may have little or no influence in the outcome of such matters. Additionally, our Board of Directors has the right to authorize the issuance of “blank check” preferred stock with such designations, rights and preferences, as they may determine. As such, our Board of Directors may issue and has in fact issued shares of preferred stock with such rights and preferences without shareholder approval, which could adversely affect the voting power or other rights of our common stock holders. Additionally, such preferred stock issuances could have the effect of discouraging, delaying or preventing a change in our control.

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We have indemnified our officers and directors to the full extent permitted by Colorado law, which could negatively affect our financial condition.
Our Articles of Incorporation and Bylaws provide for indemnification of our officers and directors to the full extent permitted by Colorado law. As a result of this indemnification, we may be required to pay judgments, fines, and expenses incurred by an officer or director, as a result of actions or proceedings against them. Funds or our securities paid in satisfaction of judgments, fines or expenses would likely be funds that we would need for our operations and for the exploration and development of our properties. Accordingly, such payments pertaining to claims against our officers and directors may negatively affect our operations, financial condition, and/or further dilute the value of our securities.

Our issuances of shares in the past have caused substantial dilution to the value of our common stock and will continue to do so in the future.
During our past three fiscal years, we have raised capital to finance our operations and acquisitions. We have raised this capital by selling substantial shares of our common stock and issuing shares in connection with convertible debentures. Additionally, we have issued shares in connection with the acquisition of our properties. At the end of 2006, and during the first quarter of 2007, we also issued shares of Series B convertible preferred stock, which are convertible into our common stock. The issuances of these securities are dilutive to the value of our securities, especially since many of these securities were issued below the then-current market prices. Since our operations are currently dependent upon raising additional funds through debt or equity financing, future issuances will further dilute the value of our securities. We currently have no additional shares of common stock to issue, however, we may hold a shareholder vote in which we may increase the number of shares available to issue the outstanding common shares to allow us to continue to raise additional funds and to permit us to convert the preferred shares outstanding into common shares. This action will further dilute the shareholdings of the existing shareholders.

The public market for our common stock is extremely volatile, both as to price and volume, and may continue to be volatile in the future.
During 2006, our common stock has been volatile as to price and volume. Significant operating losses, the shutdown of our operations at our Cangalli claim in June of 2004, our failure to recommence gold production, political instability in Bolivia, and other factors may have contributed to the volatility of our shares. There is no assurance that the volatile nature of our stock as to price and volume will not continue in the future.

We face substantial governmental regulation.
Our business in Bolivia is subject to extensive regulation pertaining to the development of our prospects and possible production, environmental regulation, labor standards, mine safety and others. Should we fail to abide by these regulations, are operations may be subject to fines or restrictions on activities pertaining to our prospects and properties in Bolivia, which may negatively effect our ability to conduct our operations.

We have not developed independent corporate governance.
At the present time we have only one independent director, Alvaro Riveros. Additionally, currently we have no audit or compensation committees. Our lack of independence and independent controls over our corporate affairs may negatively affect our ability to comply with applicable securities regulations, conduct oversight of our operations, and may result in potential or actual conflicts of interest between our officers, directors and our shareholders.

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Item 2. Our Properties

As described in Item 1, Business, we own mining concessions in Bolivia that we believe are prospectively valuable for mineral operations. We also own an idle mill and mineral processing plant 25 miles northwest of Eureka, Nevada. These properties include:

(a) The Precambrian properties.

In June of 2001, we acquired four mining claims in Bolivia’s Precambrian Shield with a total acreage of approximately 125,000 acres, as well as the existing reports on the area, for 10 million shares of our common restricted stock then valued at $300,000 ($0.03 per share). These shares were issued to persons who were not United States citizens or residents for investment purposes in accordance with exemptions from registration found in Section 4(2) and 4(6) of the Securities Act of 1933, and Regulation S.

We pay $57,000 per year to the Bolivian government in mining patent fees (mining claims fees) for our Precambrian properties. The Bolivian Mining Code provides that these annual government claims fees are the only obligation that we have in order to maintain our rights over these properties in perpetuity.

Our geologists explored these prospects and found them to be highly prospective for extensive near surface gold mineralization and deeper mineralized Volcanogenic Massive Sulphides (“VMS”) systems containing gold and copper.

(b) Buen Futuro claim

In June 2003, we purchased the Buen Futuro claim, and all technical information that had been generated about the property, from Celia Calla de Arraya, a Bolivian, and her son-in-law, Dr. Michael H. Biste, a geologist who has worked extensively in the area. We then amended the purchase contract in December 2003 and March 2005. The terms of the acquisition included a 3% net smelter return, payments of $250,000 cash and 1,065,960 shares of our restricted common stock with a total value of $175,000. As of December 31, 2006, we have made all required payments under the contract with the exception of $6,500 in penalty interest that we intend to pay during the second quarter of 2007. , We have complied either partially or fully to additional obligations under this agreement, including:

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There is no assurance that claims will not be brought against us in connection with this agreement or that we will have sufficient financial resources to comply with these and other obligations under this agreement.

There are no other stated penalties for failure to comply with these commitments. We estimate that the initial build-out of the gold plant on the Buen Futuro A Zone, and other infrastructure improvements, will require a capital investment of approximately $10,000,000.

The Buen Futuro mining claim is located squarely in the center of our 125,000-acre landholding in a geological area within eastern Bolivia known as the “Precambrian Shield.” This area, which resulted during a geological time known as the Precambrian Era, is located 180 miles north of Santa Cruz, Bolivia, and 11 miles east of the town of Ascension de Guarayos. The Buen Futuro claim consists of 2,500 acres and contains three well-identified gold/copper ore bodies. We exercised our rights to purchase the Buen Futuro property in June 2003. A private contract and recorded public contract were signed and filed with the Superintendency of Mines of the Department of Santa Cruz on December 12, 2003.

The Buen Futuro mineral deposits are found in a gold oxide layer commencing at the surface with ranges to depths of 130 to 200 feet. Immediately beneath this surface oxide layer is a supergene, or copper-enriched layer, extending from the bottom of the gold oxide zone to a depth of 320 feet, sitting on top of a mineralization system that is known as a strata-bound (VMS). Based on data gathered through a combined 44,000 feet of auger, reverse circulation and diamond core drilling, as well as 8 miles of trenching, we estimate 4.36 million tonnes of mineralized material in the gold oxide layer with a gold grade of 1.23 g/t for a total of 172,000 troy ounces; and 6.5 million tonnes in the copper-enriched supergene layer with a copper grade of 1.85% for a total of 120,000 fine tonnes (265 million pounds) of copper. Particular note should be made that mineralized material is not the equivalent of proven and probable reserves, and the area tested is less than one-half of one percent of our landholding in eastern Bolivia.

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Based on Dr. Michael Biste’s study, as detailed below, we believe that the Buen Futuro gold/copper deposits, surrounded by our Precambrian claims, are just part of a much larger trend of VMS clusters that run both north and south within our total landholding of 136,500 acres. A study was carried out on the larger trend by Dr.Biste, our Chief Consulting Geologist, who is an expert on the Precambrian geology of eastern Bolivia. The exploration data resulted from the northern part of our Dos Piyos claim, and the southwest portion of the Cobra claim. Both properties cover the northern part of the Ascension Gold-Copper Trend and the investigated ground comprised 23 square miles. Dr. Biste prepared a remote sensing study consisting of an interpretation of satellite images, aerial photographs, and open file airborne magnetic and radiometric data. He further reexamined historic reconnaissance exploration data of the two claims and applied modern computer based methods for an integrated data interpretation. In addition, Dr. Biste used the results of geological mapping over 44 linear miles, magnetic ground surveys of over 9 miles and soil sampling over a distance of 18 miles, as well as Horizontal Loop Electromagnetic (HLEM) data along two extensive test lines. Despite the wide line spacing of 0.6 miles, Dr. Biste was able to identify a geological setting with characteristics very similar to the host rock of the Buen Futuro VMS mineralization. Buen Futuro is located 12 miles southwest of the investigated area. The HLEM survey so far has confirmed three parallel striking conductors, which Dr. Biste believes represent a primary VMS mineralization that is covered by an oxide layer at least 30 meters deep. The lateritic soil at the surface carries geochemically anomalous values for gold, copper and zinc. Our summary study covers 3.6 miles of the Trend and the remote sensing data shows that the favorable VMS lithology strikes further to the northeast. We consider these findings to be a significant step toward identifying new gold-copper mineralization similar to the Buen Futuro ore bodies. Dr. Biste believes that fieldwork will continue to demonstrate that the Ascension Gold-Copper Trend is now likely to extend over at least 21 linear miles within our Precambrian properties.

We believe that our current landholding in the Ascension Gold-Copper Trend provides us with several important opportunities for future development; however, such opportunities are contingent upon our ability to raise the needed development capital either through operations, equity funding, debt financing or by entering into joint venture relationships. We own the underlying mineral rights on the Buen Futuro project through the purchase of mineral concession rights that had been granted by the Bolivian government. Continuation of this concession requires an annual patent fee of $2,174. However, we had to purchase the surface land rights before we could actually begin to disturb the surface with mining and development activities. We have purchased 585 acres of surface rights covering the areas that we intend to mine in the Buen Futuro A Zone, as well as all areas necessary for the location of our mill, recovery plant, fresh water ponds, tailings impoundments and mine camp site. As other surface rights become necessary, we expect to acquire those rights under reasonable terms also.

(c) Cobra claim

On December 22, 2003, we completed the acquisition of the Cobra claim, an additional 22,500 acres of prime ground in the Ascension Gold-Copper Trend in eastern Bolivia’s Precambrian Shield. The Cobra claim has proven positive for VMS deposits containing gold and copper, as well as near-surface gold oxide deposits. Induced polarization (IP) and Horizontal Loop Electromagnetic (HLEM) surveys, both of which are scientific tools that measure magnetic fields and are used by geologists to identify possible mineralization within the earth, as well as scout auger drilling, which is essentially a threaded drill that brings samples from a relatively shallow depth to the surface for sampling, have yielded positive results in an area extending to the northeast of our previous 111,500-acre landholding. Our total landholding in the Precambrian Shield after this acquisition was 136,500 acres.

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We secured the Cobra claim through a Bolivian mining petition and paid initial claims fees of $10,000. To maintain the property in perpetuity, we must pay annual concession patent fees to the Bolivian government of $9,800.

Total patent fees on all of our Precambrian Shield Claims for 2007 are estimated to total $56,989. After 2007, these annual patent fees will increase to $102,063 in order to maintain all of our Precambrian concessions.

(d)(1) The Cangalli claims

In October 1995, we began reviewing potential mining opportunities in Bolivia. Thereafter, we conducted a site visit to the Tipuani Gold Mining District, which is approximately 62 miles north of the Bolivian capital of La Paz. Our representatives traveled to the town of Cangalli, approximately two kilometers down river from the town of Tipuani, a well-known gold mining center in Bolivia. We hired an independent geologist to evaluate the Cangalli area. This geologist reported that the area merited further study and was highly prospective for sizeable gold deposits. Based on this favorable report, along with other pre-existing reports on the Tipuani/Cangalli area, in January 1996, through one of our now-inactive subsidiaries, we entered into an agreement with United Cangalli Gold Mining Cooperative, Ltd. (“United Gold Mining Cooperative”), a Bolivian cooperative consisting of 118 members. We operated under this agreement from the date of its signing through July 2, 2002.

On July 2, 2002, we purchased 100% of all right, title and interest in and to the mining concessions comprising the Cangalli claims. In total, we purchased 5,125 acres. This purchase completely freed our Cangalli properties from any royalty whatsoever. We paid $300,000 in cash, 3,944,500 shares of our restricted common stock valued at $0.10 per share, and assumed $175,000 of United Gold Mining Cooperative’s existing debt payable by us over the course of 4 years. The United Gold Mining Cooperative debt has been paid. We also agreed in a separate lease agreement to lease the use of the 1,000-foot deep Cangalli shaft back to the United Gold Mining Cooperative for a period of 99 years, with a 10% gross royalty on gold production back to us, so that the United Gold Mining Cooperative members not working for us could remain involved in gold mining in their own community.

The United Gold Mining Cooperative leadership distributed 35,000 shares of our common stock to each of their members. This distribution was accomplished in accordance with the provisions of Regulation S. During 2003, we issued the United Gold Mining Cooperative an additional 133,000 shares of our common stock valued at $22,610 to satisfy additional claims.

We paid one-time transfer taxes of $9,000 in the purchase. We also pay $4,512 per year to the Bolivian government in mining patent concession fees. The Bolivian Mining Code provides that these annual government claims fees are our only obligation necessary to our rights over the Cangalli claims in perpetuity.

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(d)(2) Production from our Cangalli mine

On September 30, 2002, we commenced operations at our Cangalli gold mine at the rate of 1,000 tonnes per day from our open pit operation. By November 2002, we had increased our production capacity to 2,000 tonnes per day. By the end of the fourth quarter, December 31, 2002, we had processed 92,700 tonnes of ore, and had recovered 43,847 grams, or 1,410 troy ounces, of gold.

On February 10, 2003, we announced the conversion from our open pit operations to more cost-effective underground block caving from our interior mine while maintaining a production capacity of 2,000 tonnes per day.

In July 2003, we completed construction of our 3,500 tonne per day plant and began processing material at an increased rate. We had projected that once we had reached 3,500 tonnes per day on a sustained basis, our Cangalli gold operation would reach and surpass the break even point, and would enter into a sustained positive cash flow.

On June 25, 2004, we temporarily ceased mining operations at our Cangalli mine and plant as a result of road blockades by local citizens protesting various government policies in Caranavi, Bolivia, a town half way between La Paz and our Cangalli mine. The roadblocks prevented the delivery of needed supplies and materials to the mine for operations. The same blockade, approximately 80 miles from Cangalli, also hampered operations of the power sub-station in Guanay, Bolivia. This sub-station provides electricity to our Cangalli operation, and the power failures halted all mining and processing activities.

During June 2004, before the strike issues were settled, we ceased gold mining operations at our Cangalli property also as a result of issues that arose among the United Gold Mining Cooperative that had sold us a 5,000-acre mining concession, and FENCOMIN, the Bolivian governmental regulator of cooperatives, as well as other Bolivian regulators. The legal issues involving the United Gold Mining Cooperative had nothing whatsoever to do with us, but created an insecure atmosphere at our Cangalli gold mine and raised serious questions about whether formal intervention would occur and substantially hamper operations.

We cannot assure that operations will ever recommence at on our Cangalli or Tipuani Valley properties.

(e)     Gold Bar mill and plant

On June 18, 2004, we entered into a purchase agreement with Atlas Precious Metals, Inc. for the purchase of the Gold Bar mill and gold recovery plant located 25 miles northwest of Eureka, Nevada. In exchange for the Gold Bar mill and plant, we issued 30,000,000 shares of our restricted common stock to Atlas Precious Metals for this mill and plant. The shares were valued at $.12 per share based on the closing price of the stock on the closing date or an aggregate shares value of $3,600,000. Upon raising the necessary capital, we have always intended to dismantle, ship and re-erect this plant on our Buen Futuro A Zone site in eastern Bolivia. We are further evaluating our plans with respect to our Gold Bar mill. We estimate the time to dismantle the plant, transport it to Bolivia and re-erect it on our Buen Futuro claim will be approximately eight months to one year from the time we raise the necessary financing. We estimate an approximate $3.5 million cost to dismantle, ship and re-erect the plant on our Buen Futuro claim. However, we are also reviewing the possibility of rehabilitating the Gold Bar mill on its current site and using it for toll processing of gold ore from neighboring ore bodies. Presently, within a 50-mile radius of the Gold Bar mill there are a number of identified and proven oxide gold deposits that could be subjected to milling and gold recovery through the Gold Bar mill and plant. The status of the Gold Bar mill will be indeterminate until we have had an opportunity to evaluate more information about the possibilities that are currently being presented.

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Prior to completing the purchase of the Gold Bar mill, we received a fairness opinion prepared by H.E. Dunham & Associates. The opinion from H.E. Dunham & Associates determined the economic fairness of the Gold Bar mill transaction to our shareholders. The report estimated a replacement value on the Gold Bar mill and plant at $12 million. This report also provided an estimated cost to build a similar-sized new gold and copper recovery plant with its associated new equipment, engineering and construction costs at between $45 million and $50 million. The report also included three comparable acquisition transactions of similar size and capacity, which were used as comparison to our acquisition of the Gold Bar mill and plant. These included the Carr Fork facility located at Tooele, Utah, which sold for $7.0 million and the Quintana facility, located at Truth or Consequences, New Mexico, which sold for $8.5 million to OK Tedi Mining Company in 1986 dollars; while the 4,000 tonne per day Paradise Peak Gold Facility located at Gabbs, Nevada is currently on the market for $18 million. The report stated that the “acquisition of the Gold Bar Mill is most beneficial to us at a “good price.” Finally, H.E. Dunham & Associates expressed the opinion that the “transaction is economically fair to Golden Eagle International, Inc., Atlas and their shareholders.” Atlas offered to sell the Gold Bar plant to us, at what we believed was a discounted price, as a result of its desire to participate in the mining of gold and copper at Buen Futuro. The Gold Bar plant was suited to our needs and was not at the time processing ore from the Gold Bar mine.

In accordance with the original Asset Purchase Agreement between Atlas and us, we agreed to move all Gold Bar assets of the property located near Eureka, Nevada within twelve months from the date of the agreement; however, it was apparent that we would not be able to remove the assets by this date, and 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. While we believed that Atlas did not intend to terminate the agreement, such termination would force return of the assets, and we could not guarantee that Atlas would not exercise its termination rights. Consequently, on May 19, 2005 we completed an amended asset purchase agreement with Atlas which no longer required us to remove t the Gold Bar Mill and plant from the site within a specified time period, but required us to issue an additional purchase price of 20,000,000 shares of our restricted common stock at $.019 per share or a total of $380,000, which we so issued.

We are presently evaluating the status of Gold Bar. In addition to our plans to relocate the Gold Bar mill and plant to our Buen Futuro project, we are also investigating the possibility of restarting the Gold Bar mill and plant on its current site outside of Eureka, Nevada or the possibility of selling the plant to raise money for future investment at Buen Futuro. While we have not made a decision concerning Gold Bar, there is no guarantee that we could obtain the financing to commence a tolling project at its current location, which we estimate to be between $500,000 and $1,000,000 to rehabilitate the mill; a substantial, but yet undetermined amount to create a suitable tailings impoundment; the necessary permitting from state and federal agencies; and whether we would be able to obtain the necessary customers to ensure a successful operation. We also cannot guarantee that if we choose to sell the plant that we will be able to find a buyer or recover our costs in the project. While Atlas Precious Metals continues to own the property on which the plant stands and has allowed us sufficient time to remove our equipment, we can also offer no guarantee that they will not sell the property to a buyer that will request that we sell the mill or remove it from its current location.

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(f) Office leases

On August 1, 2005, we moved our executive offices in Salt Lake City, Utah to 9661 South 700 East, Salt Lake City, Utah 84070. This suite of offices consists of four executive offices, reception space, filing areas and copy and faxing facilities and our suitable for our needs. We pay $1,451 per month on a three-year, renewable lease.  Although the lease expires in July 2008, we are allowed to terminate the lease at the end of one year for a $2,790 penalty and at the end of year two for a $1,395 penalty. July 31, 2007 will be the end of this two-year period.

We also lease 150 square meters of office space in Santa Cruz, Bolivia, which we consider our Bolivian headquarters. This lease, which expires June 30, 2007, is for $500 per month.

Our operating subsidiary, Golden Eagle International Inc. Bolivia, owns the mining and processing equipment, which is located on the Cangalli claim under its control, or at its warehouse in Santa Cruz, Bolivia.

Item 3. Legal proceedings

On September 1, 2006, our Chief Executive Officer, Terry C. Turner, as the Plaintiff in a federal district court action, filed an action against us, Kevin K. Pfeffer, H.E. Dunham, and William A. Jacobs (“the Defendants”) in the United States District Court for the District of Utah (“the Court”), Terry C. Turner v. Golden Eagle International, Inc., Kevin K. Pfeffer, H.E. Dunham and William A. Jacobs, Civil Action No.2:06-cv-00738-TC (D. Utah; 2006). The Complaint sought a temporary restraining order enjoining the Defendants in the action, until such time as a preliminary injunction hearing may be held, from the following:  (a) publishing a proposed Form 8-K pertaining to the August 24, 2006 meeting of the Board of Directors; (b) preventing Defendants from violating Regulation FD and the disclosure of insider information; (c) preventing Defendants from further breaches of their fiduciary duty to Golden Eagle; (d) preventing Defendants from breaching Golden Eagle’s Code of Ethics; (e) holding a Board of Directors meeting on September 4, 2006, or any date thereafter;  and (f) publishing disparaging, slanderous, libelous or defamatory comments regarding Plaintiff.  At the Court’s request, the Defendants agreed not to file the Form 8-K or hold a scheduled Board of Director’s meeting on September 4, 2006 until a hearing on Plaintiff’s motion for a temporary restraining order could be heard on September 5, 2006.  On September 5, 2006, such hearing was held and the Court denied Plaintiff’s motion for temporary restraining order since Plaintiff had achieved the purposes of his motion for such an order. 

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On September 12, 2006, the Plaintiff filed a motion voluntarily dismissing us as a defendant; on September 13, 2006, the Court granted Plaintiff’s motion and dismissed us from the lawsuit. On October 10, 2006 Plaintiff ‘s motion was granted by the Court to voluntarily dismiss Defendants H.E. Dunham and William A. Jacobs from the lawsuit. The case was subsequently dismissed without prejudice on March 30, 2007.

We are not aware of any other legal action pending or threatened against us.

Item 4. Submission of matters to a vote of security holders

No matters have been submitted to a vote of security holders, through the solicitation of proxies or otherwise, during our fiscal year ended December 31, 2006.

PART II

Item 5. Market for our common equity, related stockholder matters, and issuer purchases of equity securities

(a) Market information

Our common stock is quoted on the Over-the-Counter (“OTC”) Bulletin Board under the trading symbol “MYNG.”

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The following table shows the high and low bid for our common stock during the last two years and the current fiscal year. These prices represent inter-dealer prices, without retail mark-up, markdown, or commission, and may not represent actual transactions, and were derived from Knobias at www.knobias.com:

(b) Holders

As of December 31, 2006, there were approximately 1,194 shareholders of record of our common stock based on information we received from our transfer agent. This number does not include an undeterminable number of beneficial holders who own their shares through broker-dealers, nominees, and otherwise. We are authorized to issue 800,000,000 common shares; as of December 31, 2006, we had issued 789,999,990 shares. In addition, we are authorized to issue 10,000,000 preferred shares. Of this amount, 3.5 million are designated as Series A shares, none of which have been issued. On December 29, 2006, 4,500,000 of our preferred shares were designated as Series B preferred shares. Also on December 29, 2006, 1,988,588 shares of Series B preferred shares were issued to four entities as described in section (e) below.

(c) Dividends

We have never paid a cash dividend on our common stock or on our preferred stock and have no present intention to declare or pay cash dividends on our common or preferred stock in the foreseeable future. We intend to retain any earnings that we may realize in the foreseeable future to finance our expanding operations. Future dividends, if any, will depend on earnings, financing requirements and other factors.

(d)     Securities authorized for issuance under equity compensation plans

During 2005, we adopted the 2005 Employees and Consultants Stock Compensation Plan as reflected in the following table as of December 31, 2006. Our directors, officers and affiliates cannot participate in this plan. As discussed below, we have compensated our officers and directors with stock options and stock bonuses, but those are ad hoc determinations made by our board of directors and are not pursuant to any plan. These ad hoc grants have not been submitted to the shareholders for approval.

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(e)(1)     Unregistered sales of equity securities and use of proceeds

During 2006, we issued 30,004,879 shares of restricted common stock to accredited investors in exchange for $287,341 at prices that ranged from $.0075 to $.013. We also issued 12,308,063 shares for services valued at $242,276 at prices that ranged from $.012 to $.0145. We also issued 2,999,530 shares for exploration and development valued at $80,750 at prices that ranged from $.0177 to $.0343. We relied upon Sections 4(2) and 4(6) of the Securities Act of 1933, as amended (“Securities Act”) for the offer and sale. We believed that Sections 4(2) and 4(6) were available because the offer and sale did not involve a public offering, there was no general solicitation or general advertising involved in the offer or sale and the purchaser was an accredited investor. All of these transactions were described individually in greater detail in previous filings.

(e)(2)     Preferred Stock   The following reflects issuances of our Contingent Convertible Series B Preferred stock during 2006.

(e)(3)     Description of Agreements with the Series B Holders

Since 1997, we have entered into loan agreements (“the Loan Agreements”) (as described below) with Dewey L. Williams and The Dewey L. Williams Profit Sharing Plan and Trust; Lone Star Equity Group, LLC; Mary A. Erickson; the Betty Jane Seydler Trust/Herbert M. Seydler, Jr. Trust; and Golden Eagle Mineral Holdings, Inc. (collectively referred to as “the Lenders”). We used the proceeds from these loans for working capital and general corporate expenses. Because we were in default or imminent default of our obligations to the Lenders and were unable to pay the amounts due, it was necessary for us to re-negotiate our payment obligations. At the time of our negotiations, we had insufficient common stock authorized to offer shares of our common stock to the Lenders; as a result, they agreed to accept Series B Contingent Convertible Preferred Shares in exchange for an aggregate amount of $1,988,598 that we owed to them. Each Series B preferred share was valued at one dollar ($1.00).

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Accordingly, on December 29, 2006 we entered into four separate Series B Contingent Convertible Preferred Stock Subscription Agreements (“Subscription Agreement” or “Subscription Agreements”) with the Lenders, which obligate us to issue an aggregate of 1,988,599 shares of the Series B Shares in exchange for the amounts that we then owed to the Lenders. The Subscription Agreements terminate the loan agreements and debt obligations to the now Series B Holders according to the conditions set forth in the Series B Certificate of Designation. The Series B Certificate of Designation requires us to use our best efforts to amend our Articles of Incorporation to increase our authorized common shares so that the Series B Holders can convert their Series B Shares into shares of our common stock. Our agreements with the Series B Holders also require us to use our best efforts to increase our authorized common stock so that the Series B Holders can convert their Series B Shares into shares of our common stock at a ratio of two hundred fifty (250) common shares for every one (1) Series B Share held should they desire to do so. The certificates representing the Series B Shares, as well as the shares of common stock issuable upon conversion of the Series B Shares, will be restricted securities and certificates representing the shares will bear a restrictive legend. Each Series B Holder is entitled to two hundred fifty (250) votes per Series B Share for matters presented to a vote of our common stockholders. Additionally, if we amend our Articles of Incorporation to increase our authorized common stock, each Series B Share will be convertible into two hundred fifty (250) shares of our common stock. Our agreements with each Series B Holder, which was formerly one of our lenders, are discussed below.

We relied upon Sections 4(2) and 4(6) of the Securities Act of 1933, as amended (“Securities Act”) for the offer and sale. We believed that Sections 4(2) and 4(6) were available because the offer and sale did not involve a public offering, there was no general solicitation or general advertising involved in the offer or sale and the purchaser was an accredited investor. We placed restrictive legends on the certificates representing these securities stating that the securities were not registered under the Securities Act and are subject to restrictions on their transferability and resale.

Loan agreements converted to Series B convertible preferred stock:

Dewey L. Williams and The Dewey L. Williams Profit Sharing Plan and Trust
On August 16, 2006, we entered into a Convertible Promissory Note with Dewey L. Williams and The Dewey L. Williams Profit Sharing Plan and Trust (collectively the “Williams Group”), whereby we borrowed the principal sum of $28,000 with an interest rate of ten percent (10%) per annum. This loan was due three (3) months from the date of the note on November 16, 2006. From November 16, 2006 until December 29, 2006, we were in default of our loan obligation to the Williams Group.

As of December 29, 2006, we were indebted to the Williams Group in the amount of $28,898.83, $28,000 of which was principal and $898.83 of which was interest. On December 29, 2006, in accordance with our Subscription Agreement with the Williams Group, we agreed to issue 28,899 Series B Shares to the Williams Group in exchange for our indebtedness in the amount of $28,898.83 to the Williams Group.

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Mary A. Erickson
On or about October 11, 1999, we entered into a verbal loan agreement with Mary A. Erickson, whereby we owed her unpaid salary with the principal sum of $23,204.20 at a rate of eight percent (8%) per annum. There was no due date in connection with this verbal loan agreement.

As of December 29, 2006, we owed Ms. Erickson $25,959.65, $23,204.20 of which was principal and $2,755.45 of which was interest. On December 29, 2006, in accordance with the terms of our Subscription Agreement with Ms. Erickson, we agreed to issue 25,960 Series B Shares to Ms. Erickson in exchange for the $25,959.65 that we owed to her.

Lone Star Equity Group, LLC
We entered into the following promissory note agreements with Loan Star Equity Group, LLC (“Lone Star”), whereby we borrowed a total principal sum of $657,000 at a rate of eight percent (8%) per annum, all such principal and interest of which was due and payable on December 31, 2006: (a) March 24, 2006 agreement for a principal sum of $153,000; (b) May 1, 2006 agreement for a principal sum of $200,000; (c) August 20, 2006 agreement for a principal sum of $70,000; (d) October 3, 2006 agreement for a principal sum of $65,000; (e) October 6, 2006 agreement for a principal sum of $60,000; (f) November 3, 2006 agreement for a principal sum of $30,000; (g) November 29, 2006 agreement for a principal sum of $40,000; and (h) December 5, 2006 agreement for a principal sum of $39,000.

As of December 29, 2006, we owed Lone Star $682,649.94, $657,000 of which was principal and $25,649.94 of which was interest. On December 29, 2006, in accordance with the terms of our Subscription Agreement with Lone Star, we agreed to issue 682,650 Series B Shares in exchange for the $682,649.94 that we owed to Lone Star.

Golden Eagle Mineral Holdings, Inc.
Betty Jane Seydler Trust/Herbert M. Seydler, Jr. Trust
Frost Bank
On March 13, 1997, we entered into a $1,000,000 promissory note with Frost National Bank located in Houston, Texas. This promissory note was renewed, modified and extended on a yearly basis and we continued to pay interest on this note on an annual basis through June 29, 2004. On June 29, 2004, we executed an Extension, Modification and Renewal of Promissory note with Frost National Bank in the amount of $995,623.66. This note had an interest rate of prime plus three percent (3%) with an initial rate of seven percent (7%) per annum and was due on or before December 28, 2004. On December 28, 2004, this note was assigned to the Herbert M. Seydler Jr. Trust and the Betty Jane Seydler Trusts (collectively “the Seydler Trust”), who were guarantors of the Frost Bank note. The new note of $995,373 carried a fixed interest rate of eight and one half percent (8.5%) per annum and matured on December 29, 2005. The terms of this note required us to make quarterly principal reductions of $250,000 prior to maturity, which we were unable to pay. On December 30, 2005, we were in default on this note. The default conditions required a default interest rate of eighteen percent (18%) per annum. On September 11, 2006, the Seydler Trust note was acquired by Golden Eagle Mineral Holdings, Inc., a non-affiliated party, and we then owed Golden Eagle Mineral Holdings, Inc. $1,251,089.78, $995,623.66 of which was principal and $255,466.12 of which was accrued interest. On December 29, 2006, we agreed to issue 1,251,090 Series B Shares in exchange for the $1,251,089.78 that we owed to Golden Eagle Mineral Holdings, Inc.

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(e)(4)     Issuances of Series B preferred stock after our year-end of December 31, 2006

On February 5, 2007, seven difference accredited investors purchased 300,000 shares of our Contingent Convertible Series B Preferred shares for a total of $300,000.

On February 6, 2007, we sold 83,401 Contingent Convertible Series B Preferred shares to Dewey Williams, at $1.00 per share or an aggregate of $83,401.

On February 6, 2007, we granted 12,103 Contingent Convertible Series B Preferred shares to nine key employees (eight in Bolivia and one in the U.S.) that were neither officers nor directors, as a retention bonus at $1.00 per share or an aggregate of $12,103.

On March 27, 2007, we sold 30,000 Contingent Convertible Series B Preferred shares to Steve Olsen at $1.00 per share or an aggregate of $30,000.

On March 28, 2007, we sold 25,000 Contingent Convertible Series B Preferred shares to Joseph Smith at $1.00 per share or an aggregate of $25,000.

On March 30, 2007, we sold 25,000 Contingent Convertible Series B Preferred shares to Stuart Rubin at $1.00 per share or an aggregate of $25,000.

In every case above we relied upon Sections 4(2) and 4(6) of the Securities Act for the offer and sale. In one case we also relied on Regulation S promulgated under the Securities Act regarding non-residents of the United States. We believed that Sections 4(2) and 4(6) were available because the offer and sale did not involve a public offering, there was no general solicitation or general advertising involved in the offer or sale and the purchaser was an accredited investor. Our reliance on Regulation S was based on the fact that some of the purchasers were non-residents of the United States. We placed restrictive legends on the certificates representing these securities stating that the securities were not registered under the Securities Act and are subject to restrictions on their transferability and resale and that no common shares, at the time of sale, were available for conversion.

(f)     Purchases of equity securities by the issuer and affiliated purchasers

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(1)     Eileen Shipes, our former Chairman’s wife, received restricted common shares through an engineering contract with Western States Engineering, a company Mr. Shipes controls. Western States Engineering provided feasibility studies and engineering work related to the dismantling, transportation and shipment of the Gold Bar mill and plant from Eureka, Nevada to our Buen Futuro property. On May 5, 2006, Mr. Shipes resigned as Chairman of the Board of Directors and as a Director.

(2)     Tracy A. Madsen, our Chief Financial Officer, was granted 1,726,092 shares of S-8 stock on August 11, 2006 per his employment agreement and in lieu of a cash payment. The shares were valued at $.0131 per share, the closing price on the date of the grant. On August 15, 2006 Mr. Madsen resigned his position as Chief Financial Officer, Vice President of US Administration, Corporate Secretary and Treasurer. On November 14, 2006 Mr. Madsen was reappointed to these same positions.

Item 6. Management’s discussion and analysis of financial condition and results of operations

Overview
We are engaged in minerals industry related operations in Bolivia and seek to generate revenues, income and cash flows from the sale of gold and copper. We have generated no revenues since approximately November 2004. Since inception, our operations have been severely impacted from a lack of working capital and financing. Additionally, our operations have experienced additional cost and time delays due to the remote location of our Bolivian properties and our headquarters being more than 4,000 miles from our corporate offices.

From our inception, we have not been profitable. We have financed our operations through debt and equity placements to accredited investors. These placements have diluted the interests of our existing shareholders, but have allowed us to continue the development necessary to commence and continue our production at our Cangalli claims and to acquire and maintain our other prospects, in addition to allowing us to complete our administrative obligations. We have at times encountered difficulties in meeting our obligations to pay our bills timely. We currently have various obligations that are past due. We have paid most of our bills through the present through equity and debt financing, with the exception of currently due obligations.

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The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and notes thereto.

(a) Liquidity and capital resources – 2006 and 2005

(a)(1) Continuing working capital deficit

Our working capital deficit for at least the past five years has limited our ability to expand our operations and pursue our business plan. The following table sets forth our continuing working capital at December 31, 2006 and 2005.

Our current assets decreased by $201,743 or 90% from $223,368 as of December 31, 2005 to $21,625 for the comparable 2006 period. The decrease was due to a $28,718 decrease in cash and a $171,598 decrease in prepaid expenses.

Our working capital deficit decreased by $689,314 or 47% to $782,095 as of December 31, 2006 from $1,471,409 for the comparable 2005 period, primarily due to the reduction in current liabilities. Accounts payable decreased from $306,329 on December 31, 2005 to $298,128 on December 31, 2006. Accrued expenses decreased to $29,056 for the year ended December 31, 2006 from $93,125. Accounts payable and accrued expenses decreased as a result of our reduction of expenses and the payment of outstanding bills. We also finished making the final payments for the purchase of our Buen Futuro property in eastern Bolivia, which caused the current portion of contract payable to decrease to $0 as of December 31, 2006, from $40,000 on December 31, 2005. The largest decrease in current liabilities was the result of the elimination of $987,589 in other debt that was classified as a current liability and was converted to preferred stock and recorded as a derivative liability as of December 31, 2006, the details of which are discussed in Part II, Item 5(e) of this report. Related party debt increased to $151,900 as of December 31, 2006 from $135,000 on December 31, 2005. This debt results from loans from some of our officers and directors. The largest portion of this debt is a note in the amount of $135,000 payable to Kevin Pfeffer, one of our former directors. On December 19, 2006 Mr. Pfeffer made a demand that this note, plus any accrued interest, be paid in full no later than January 12, 2007. As of the date of this filing we have not repaid this note and we are unsure when we will repay this note. Current liabilities did increase by $249,000 as a convertible debenture that matures on May 2, 2007 was reclassified as a current liability from a long-term liability as of December 31, 2006. Accrued interest declined to $43,634 as of December 31, 2006, from $100,731 as of December 31, 2005. The decrease was primarily the conversion of accrued interest on other notes payable for preferred stock with the transaction discussed above.

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We also owe past-due salary obligations to our president, Terry C. Turner. During 2006, Mr. Turner waived $60,000 of his salary accrual that was past due. On December 31, 2006, 2005, 2004, 2003 and 2001, Mr. Turner waived $ 60,000, $60,000, $60,000, $36,457 and $443,772 respectively of accrued salary without receiving any consideration from us. We continue to owe Mr. Turner $336,783 in back salary; however, he has agreed that this liability bears no interest. A note receivable from Mr. Turner in the amount of $336,783 that resulted during a period that we were unable to consistently pay Mr. Turner’s salary and he relied on irregular loans from us offsets this liability. That loan arrangement pre-dated the passage of the Sarbanes-Oxley Act. The receivable from Mr. Turner and payable to Mr. Turner are netted out to a zero balance and do not appear on our balance sheet.

Our working capital deficit during 2006 was also affected by the receipt and related expenditure of more than $287,340 from the sale of our common stock to accredited investors. These funds permitted us to cover other short-term obligations and reduced our working capital deficit.

We continue to focus on conserving cash, setting priorities for our most important obligations and seeking other means to pay or defer any obligations as necessary as a result of our continuing working capital deficit.

(a)(2) Property and equipment

During 2006, we decreased our property and equipment net of depreciation and impairment by $626,643 or 10% to $5,479,776 at December 31, 2006 as compared to $6,106,419 at December 31, 2005. Mining equipment decreased by $404,318 to $978,703 as of December 31, 2006 from $1,383,021 as of December 31, 2005. The majority of this decrease came from the exchange of $161,446 in mining equipment located at Cangalli, Bolivia to the United Cangalli Gold Mining Cooperative in exchange for elimination of $71,113 in debt we owed to the cooperative. This equipment had a book value of $122,320 and we booked a loss on the sale of assets in the amount of $46,320. We were required by the cooperative to pay off this debt prior to removing any of our equipment from the Cangalli mine site. We believed that this was the best course of action to take in order to remove and protect additional equipment that we owned that was located at the Cangalli mine. Following this agreement, we were able to remove the remaining machinery and equipment from the site and we also eliminated $71,113 in debt. Additionally, we sold some other equipment during the year to raise cash necessary to meet certain obligations. We also returned our company aircraft to the United States from Bolivia and sold it to the holder of the note on the aircraft for $61,100. The note was reduced by this amount. A detail of our fixed assets is the following;

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The increase in accumulated depreciation, depletion and impairment during 2006 is attributed primarily to an impairment in the amount of $286,867 of the remaining property acquisition costs of our Cangalli mine site as a result of our inability to recommence operations at that mine. This impairment is in addition to the $1,165,603 impairment that we took in 2002 and 2004 as a result of issues that arose among the United Cangalli Gold Mining Cooperative that had sold us a 5,000-acre mining concession, and FENCOMIN, the Bolivian governmental regulator of cooperatives, as well as other Bolivian regulators. These legal disputes, while unrelated to us, created an insecure atmosphere at our Cangalli gold mine and raised serious questions about whether formal intervention would occur and substantially hamper operations. While we continue to maintain our claims and may one day recommence mining and processing operations at Cangalli, we can offer no assurance as to when or if we may be able to begin mining and processing ore at Cangalli. We believe that our best course of action is to put our efforts and financial resources into developing our Precambrian properties in eastern Bolivia prior to ever attempting to recommence operations at Cangalli. Furthermore, because we do not have a precise time frame for returning to Cangalli, and we cannot guarantee that we will ever be able to recommence operations at our Cangalli mine, we concluded that the most conservative course of action on an accounting basis was to fully impair all acquisition costs and capitalized development costs of our Cangalli property. A graphical illustration of our impairment is as follows:

(a)(3) Capital commitments

Our capital commitments are set out below:

(a)(4) Derivative liability

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As discussed in Part II , Item 5(e), we issued 1,988,598 shares of Series B preferred stock on December 29, 2006 in exchange for debt. This preferred stock has conversion rights that allow the holders to convert each Series B preferred share into 250 common restricted shares if and when there are common shares available in which to convert. As there are currently no common shares in which to convert, and we can offer no assurances as to when and if there will be shares in which to convert, we have classified these preferred shares as a derivative liability rather than equity. Additionally, the preferred shares conversion rate was at a discount on the date the preferred shares were issued. The market price on December 29, 2006 for our common shares was $.008. If the Series B preferred shares were converted on that same date they would have had a conversion value of $.004 per common share, or a 50% discount to the current market price. As this resulted in a beneficial conversion to the market rate for the Series B preferred shares, the accounting rules of beneficial conversion applied. As a result, we are required to expense the difference between the conversion price and the market price as a financing expense. The offsetting entry is also carried as a derivative liability in the amount of $1,988,598. As there is no time limit or period designated for the preferred shares, the entire amount of the beneficial conversion is taken in the year incurred. The total amount of the derivative liability incurred during 2006 is $3,977,196. If and when these preferred shares are converted into common stock the entire amount of the derivative liability of $3,977,196 will be transferred to equity and will increase the amount of our stockholders’ equity. Additionally, if during 2007, or beyond, any of the remaining 4,500,000 Series B preferred shares are sold, a similar derivative liability will be incurred until which time they are converted into common shares and transferred to equity.

(a)(5) Equity

Stockholders equity declined to $720,485 as of December 31, 2006 from $4,386,011 as of December 31, 2005. The primary reason for the decline was the classification of the issuance of Series B preferred stock and the resulting financing cost as a derivative liability. Should common shares become available at some point for the conversion of the preferred shares, the derivative liability would be reclassified as additional paid-in capital. Had the conversion occurred in 2006 total stockholders’ equity would have been $4,697,681 or a $311,670 increase over total stockholders’ equity as of December 31, 2005.

(a)(6) Off-balance sheet arrangements.

We do not have any off-balance sheet financial arrangements.

(a)(7) Results of operations.

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The following sets forth certain information regarding our results of operations as of December 31, 2006 and 2005.

Our operations have resulted in significant losses and negative cash flow from operations during approximately the past five years as we have invested in exploration on our mining concessions, and in property acquisitions.

Revenue.     During both 2006 and 2005, our revenues were $0. We have generated no revenues from mine production since 2004 as a result of the shutdown of our Cangalli mine during that year. We anticipate that we will generate some production revenues through the sale of gold if we are able to bring our production plant on-line in our C Zone on our Precambrian properties in eastern Bolivia.

Production costs. Production costs remained $0 during 2006 and 2005 compared to $979,419 in 2004. The elimination of production costs in 2005 was the result of the continued cessation of mining operations at Cangalli.

Exploration & development. Exploration and mine development costs decreased by $171,138, or 39%, to $262,820 during 2006 from $433,958 during 2005 The decrease in 2006 was the result of reduced exploration at our Buen Futuro A Zone project and the completion of the consulting contract with Western States Engineering relating to the dismantling, shipment and re-erection of the Gold Bar mill and plant on our Buen Futuro site. We did accomplish extensive exploration work on our B and C Zones during 2006 as we brought a pilot plant on-line at the C Zone, however these increases were offset by the significant decrease in engineering costs. The majority of our exploration and development costs during 2005 were focused on our Buen Futuro concession and preparation to move the Gold Bar mill and plant. We anticipate that during 2007 our exploration and development costs will increase as we continue to develop the B and C Zones and take the C Zone into full production. We also anticipate increased exploration costs on our Buen Futuro A Zone project as we perform additional exploration work on the site in order to complete a bankable feasibility study. We currently do not have funds available to complete these projects and we cannot guarantee we will be able to raise additional funds either through the issuance of equity or debt financing. .

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General and administrative expenses. Our general and administrative expenses decreased by $151,517, or 10%, to $1,293,741 during 2006 from $1,445,258 during 2005. We attribute the continual decrease in our general and administrative expenses to an ongoing cost control effort and to the reduction in support staff as a result of the shut down of the Cangalli mine. While we will continue our efforts to reduce these expenses, they may increase if we commence construction and operation of C Zone production plant and continued exploration and development of our Buen Futuro A Zone project.

Legal expenses in 2006 increased to $236,535 from $95,543 in 2005. The increase in legal fees during 2006 was the result of issuing our common stock for the payment of legal fees, which was discounted and resulted in a higher payment, as well as legal fees for the preparation and filing of a preliminary proxy statement in anticipation of holding our annual Shareholders’ Meeting, and for our involvement in a lawsuit discussed elsewhere in this report in Part II, Item 3.

Accounting expenses in 2006 declined to $56,521 from $79,638 in 2005. During 2005, we changed auditors to Chisholm, Bierwolf and Nilson located in Salt Lake City, Utah.

Depreciation and depletion. Depreciation and depletion decreased to $54,032 in 2006 from $73,542 in 2005. The decrease in 2006 was the result the decrease in the amount of equipment being depreciated through the sale of equipment for cash and for the exchange of debt as previously described in Part II, Item 6, (a)(2).

Operating expenses. During 2006, our operating expenses decreased by $342,164 or 18% to $1,610,594 from $1,952,758 for 2005. The decrease was the result of a reduction of staff and an overall decrease in general and administrative expenses and exploration and development expenses as well as the elimination of production costs related to our Cangalli shutdown.

Interest expense. Interest expense during 2006 increased to $294,953 from $130,270 during 2005. The increase during 2006 was the result of additional borrowings to cover capital commitments, exploration, development and overhead. We also experienced an increase in interest expense, as nearly $1,000,000 in debt, which we owed to an unaffiliated lender, was purchased by a third party. This third party required us to pay the default rate on the note of 18% for almost all of 2006. This note as well as most other borrowings and accrued interest totaling $1,988,598 was converted to Series B preferred stock on December 29, 2006. A detailed description of this transaction can be found in Part II, Item 5 (e). We anticipate that our 2007 interest expense will be significantly lower as a result of the conversion of most of our outstanding debt to Series B preferred shares which carry no interest.

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Loss on sale of fixed assets. During 2006 we experienced a loss on sale of fixed assets in the amount of $109,495. These sales were for the purpose of raising funds for working capital and for the exchange of debt as described in Part II, Item 5 and Item 6(a)(2). While we do not anticipate the sale of additional equipment during 2007, we may sell some equipment that is not necessary for our current mining plan. We are also considering the sale of the Gold Bar mill and plant after determining if we will send it to eastern Bolivia for re-erection on our Buen Futuro A Zone project. A sale of Gold Bar during 2007 may either result in a loss on the sale of assets or a gain depending on the final sales price. As we currently do not have any offers we cannot determine if a sale will take place or at what price a sale could be consummated.

Asset impairment. During 2006, we incurred an impairment expense of $286,867 on the remaining amount of our Cangalli property’s capitalized acquisition value. This was in addition to the $912,404 impairment that we incurred in 2002 and 2004 on this property and its capitalized improvements. A more detailed description of this impairment can be found in Part II, Item 6(a)(2). As the Cangalli property is fully depreciated and we anticipate that we will commence production on our Precambrian properties if we are able to obtain financing, we do not anticipate additional impairment expense in 2007.

Financing costs. During 2006, we incurred financing costs on the issuance of preferred stock in the amount of $1,988,598. This expense was the result of the issuance of Series B preferred stock to debt holders with a conversion rate less than the market price on the date of issuance. A more complete description of this transaction can be found in Part II, Item 6(a)(4), Derivative Liability. As there are 4,500,000 shares of Series B convertible stock authorized and since we have during the first quarter of 2007 exchange shares of Series B convertible stock for cash for operations, we anticipate that during 2007 there will be additional financing costs incurred as the underlying common shares to which our preferred shares could be converted would be at a discount to the market price of our common shares. The Series B preferred shares carry a conversion provision, which allows each Series B preferred share to be converted into 250 restricted common shares. While we currently have no common shares available in which to convert the Series B preferred shares, if and when shares are available and the conversion takes place, the derivative liability created by the financing costs will be converted to equity.

Net loss. Our net loss for 2006 was ($4,275,892) compared to ($2,038,534) in 2005, resulting in a basic per-share loss of $(.01) in 2006, $(.00) in 2005 based on weighted average shares outstanding — basic of 774,969,305 and 651,870,057 respectively. On a fully diluted basis the net loss per share was $(.01) in 2006 and $(.00) in 2005 based on weighted average shares outstanding – diluted of 789,055,466 and 651,870,057 respectively. The difference in the basic shares outstanding and the diluted shares outstanding results form the issuance of preferred shares as discussed in Part II, Item 5, (e)(3).

Since commencing operations, our general, administrative and other costs have exceeded the resources we have generated through operations. As described above in “Liquidity and Capital Resources,” we have been dependent on loans from affiliated and unaffiliated parties, and debt/equity financing, to meet our working capital obligations and to finance our continuing operating losses. Our current lack of production further complicates our ability to raise cash from these sources. There can be no assurance that we will be able to continue to finance our operating losses in such a manner. We have, however, been able to raise additional funds in the past and we believe that we will be able to do so in the future.

(a)(8) Cash flow

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We have been able to meet our working capital obligations and cover our net loss through the issuance of stock for cash and services as referenced above in Part II (e). By deducting certain other non-cash expenses, we achieved net cash flows from operating activities of ($1,175,901) in 2006 and ($850,154) in 2005. We also invested $72,889 in property and equipment and received $236,838 during 2006 and invested $93,352 in 2005 in additional property, plant and equipment. Net cash flows provided by our financing activities totaled $983,234 in 2006 and $922,071 in 2005. Cash decreased to $1,427 as of December 31, 2006 from $30,145 in 2005.

We have used our equity to acquire property, raise cash necessary to pay expenses, payment for services in lieu of cash payments for services and to repay indebtedness. Our ability to continue to use our equity for those purposes is dependent on the price and trading volume of our common stock, both of which are volatile, and our ability to comply with federal and applicable state securities laws. At present, we do not have any common shares available for sale and we are only offering Series B preferred shares to accredited investors.

From time-to-time, as necessary, our officers have deferred collection of their salaries and have advanced funds to us on a short-term basis to conserve our cash for other purposes. We have also negotiated with certain debt holders to accept equipment for outstanding debt or to convert debt to preferred stock, including:

Although we have been successful in obtaining funds to date, there can be no assurance that we will be able to continue to be successful in doing so. Our ability to finance our operations will, in the end, be dependent on our ability to generate cash flow from operations, of which there can be no assurance.

(b) Special non-cash impact due to options

No options have been issued during the past three years. No options are currently outstanding.

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(c) Plan of operations

Our current strategy is to further develop the potential of the A Zone of our Buen Futuro gold and copper project in eastern Bolivia during 2007. We are pursuing this development by obtaining third party advice regarding our feasibility and exploration studies by a major independent mining and engineering firm. In February 2007 we entered into an agreement with Washington Group International, Inc. (www.wgint.com) to carry out the necessary due diligence work to advise us regarding our feasibility studies. We may ask this engineering firm to determine if our Gold Bar mill and plant should be moved to our A Zone Buen Futuro project in eastern Bolivia, or if a new mill and plant should be built on site. During this period we will also begin securing final environmental permitting and any additional surface land acquisitions that may be required.

During 2006, we have also been performing exploration and feasibility work on the gold mineralization of the B and C Zones of our Precambrian properties in eastern Bolivia, which are located approximately 3.2 miles from the A Zone of our Buen Futuro project. Additionally, we built and operated a pilot plant on the C zone, which we have used to refine the metallurgical process on the mineralization in the zone. Once feasibility work and pilot plant operations are completed, and if the final results are positive, we intend to implement the recommended mine plan, to construct the recommended recovery circuit and enter into operations by mid to late 2007.

Finally, we intend to maintain our Cangalli and Tipuani Valley properties. However, no efforts will be made to recommence operations at the Cangalli mine in the foreseeable future. All of our efforts and financial resources are focused on developing our Precambrian properties in eastern Bolivia.

All of the foregoing, and related plans stated below, are contingent upon receiving an estimated $11.5 million of financing. We may, however, continue with some of these plans as funds are available which are detailed as follows:

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To accomplish our strategy we intend to:

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(d) Impact of inflation and changing prices

We have not experienced any impact from the effects of inflation during the last two operating periods: 2005 or 2006. Bolivian inflation, while astronomical at points during the early 1980‘s, has been relatively stable, at less than 10% since 1985, during the last two years has been less than 4% per annum, and is projected to be less than 3% in 2007.

(e) Accounting policies

(e)(1) Critical accounting policies

In accordance with Emerging Issues Task Force No. 98-5, Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios, and No. 00-27, Application of Issue No. 98-5 to Certain Convertible Instruments, we recognize the value of conversion rights attached to convertible debt or preferred stock. These rights give the debt or preferred stock holder the ability to convert the instruments into common stock at a price per share that is less than the trading price to the public on the day the transaction occurs. The beneficial value is calculated as the market price of the common stock at the commitment date in excess of the conversion rate of the instruments and related accruing interest or dividends is recorded as a discount to the related debt (increase in preferred dividends for preferred stock) and addition to additional paid in capital. Debt discount is amortized over the remaining outstanding period of related debt.

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.

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 that 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. We continually review our assets to determine if their value has become clouded or impaired. We will impair an asset if the present value of the cash flow or the current market value of the asset does not exceed the value carried on the balance sheet.

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To the extent that 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 bases subject to depletion expense are calculated on a formula based on the number of tonnes of ore that are expected to be mined against the total tonnes in proven and probable reserves and extrapolated to the number of tonnes 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.

(e)(2) Effect of new accounting pronouncements

In February 2006, the FASB issued SFAS No.155, Accounting for Certain Hybrid Financial Instruments an Amendment of FASB Statements No. 133 and 140. This statement amends FASB No. 133, Accounting for Derivative Instruments and Hedging Activities and No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. This statement resolves issues addressed in Statement 133 Implementation Issued No. D1, “Application of Statement 133 to Beneficial Interests in Securitized Financial Assets.” The adoption of SFAS No. 155 did not have an impact on our consolidated financial statements.

In March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of Financial Assets and Amendment of FASB Statement 140. This statement amends FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, with respect to the accounting for separately recognized servicing assets and servicing liabilities. The adoption of SFAS No. 156 did not have an impact on our consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair measurements. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those years. The adoption of SFAS 157 did not have an impact on our consolidated financial statements

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In September 2006, the FASB issued SFAS No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans and Amendment of FASB Statements No 87, 88, 106 and 132(R). This statement improves financial reporting by requiring an employer to recognize the over funded or under funded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not for profit organization. The adoption of SFAS No. 158 did not have an impact on our consolidated financial statements.

Item 7. Financial statements and supplementary data

Please refer to pages F-1 through F-20.

Item 8. Changes in and disagreements with accountants on accounting and financial disclosure

Gordon, Hughes & Banks, LLP. Gordon, Hughes & Banks, LLP, Certified Public Accountants and Consultants, resigned as our auditors on July 20, 2005. On July 20, 2005, our Board of Directors appointed Chisholm, Bierwolf & Nilson, LLC, Certified Public Accounts, of Bountiful, Utah, as our new auditors.

There were no disagreements with our accountants and auditors on any matters of accounting principles, practices or financial statement disclosures during 2005 and 2006 through the present.

Item 8A. Controls and procedures

Our Chief Executive Officer and Chief Financial Officer evaluated our disclosure controls and procedures on December 31, 2006 as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in connection with our filing of our annual report on Form 10-KSB for the year ended December 31, 2006.

Changes in internal controls. There were no significant changes in our internal controls or in other factors that could significantly affect these internal controls subsequent to the date of their evaluation.

Item 8B Other information

We have disclosed all information required to be disclosed in a report on Form 8-K during the fourth quarter of the year covered by this report and subsequent to year-end.

PART III

Item 9. Directors and executive officers of the Company and compliance with Section 16(a) of the Exchange Act

(a) Identification of directors and executive officers

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The following table sets forth certain information concerning our directors and executive officers (including of our subsidiaries) as of March 31, 2006. (* Only these people continue to hold the stated positions as of the filing of this report):

(1)     Director, President of Golden Eagle International, Inc. (Bolivia).

(2)     Vice President of Golden Eagle International, Inc. (Bolivia).

(3)     Mr. Madsen resigned as our Corporate Secretary/Treasurer, Vice President for U.S. Administration and Chief Financial Officer on August 15, 2006. On November 14, 2006, Mr. Madsen was reappointed to the same positions that he held prior to his resignation. Executive officers are elected at annual meetings of the shareholders or are appointed by the board of directors. Each such officer holds office for one year or until a successor has been duly appointed, elected and qualified or until death, resignation or removal.

No arrangement exists between any of the above officers and directors pursuant to which any one of those persons was elected to such office or position.

Directors hold office until the next meeting of shareholders and until a successor is elected and qualified, or until their resignation. We have not held an annual meeting of our shareholders for more than the past five years.

Business experience

A brief summary of the business experience of each person who is currently one of our officers or directors, and such person’s service with us, is as follows:

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Terry C. Turner, Chairman of the Board of Directors, President and Chief Executive Officer. Our Board of Directors appointed Mr. Turner to the board and as our President and Chief Executive Officer on February 14, 1997. In 1977, Mr. Turner received a B.A. in Political Science and a B.A. in Spanish from the University of Utah. He received his Juris Doctorate in 1980 from Brigham Young University. He is a member of the Utah State Bar Association and admitted to practice law in the State and Federal Courts of Utah, the 10th Circuit Court of Appeals and the United States Supreme Court. Mr. Turner is also a member of the District of Columbia Bar, the American Bar Association, the Inter-American Bar Association and the International Bar Association. In addition, he is a member of the Bolivian College of Lawyers (Bolivian Bar Association) and the State Bar Association of the State (Department) of La Paz, Bolivia, and is the first and only American attorney admitted to practice law in Bolivia. From 1980-1983, Mr. Turner was a partner in Day, Barney and Tycksen, Attorneys, in Salt Lake City, Utah, with practice emphasis in mining and natural resources, international law, business, and litigation. From 1983 to 1989, Mr. Turner was President of High Andes Mining Co., La Paz, Bolivia. From 1989 to 1991, he was General Counsel to Panworld Minerals International, Inc., a public company with mineral prospects in South America. From 1991 to 1993, Mr. Turner was General Counsel to Tipuani Development Company, S.A., La Paz, Bolivia a gold dredging company. From 1993 to 1995, he was Vice President and General Counsel to Minas del Glaciar, S.A., La Paz, Bolivia, which was a mineral exploration company. From 1995 to 1997, Mr. Turner was in private practice in La Paz, Bolivia. From 1995 to November 2002, when he resigned those positions, Mr. Turner served as President and a Director of Bolivian Copper Chemical Company, S.A., a private Bolivian copper exploration and mining company located in La Paz, Bolivia. During the entire period of 1983 through 1997, Mr. Turner was affiliated with and “of counsel” to Cordero and Cordero, a La Paz, Bolivia law firm, dealing with mining and international law. From January 1996, until his appointment with us in February 1997, Mr. Turner was our corporate counsel in Bolivia. Mr. Turner was awarded the Medal of Civic Merit by the Prefect (Governor) of the State of La Paz, Bolivia, during 1997 for his work in promoting investment in the Bolivian mining industry, and for his contribution to the progress within the La Paz state. The Medal of Civic Merit is the highest honor that can be awarded by the state government in Bolivia. Mr. Turner was also named by the National Register to its Who’s Who of international attorneys and mining executives for 2003.

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Alvaro Riveros, Director, was appointed as a member of our Board of Directors on January 5, 2004. Mr. Riveros received a Master’s Degree in Electromechanical Engineering from the Werner Siemens School of Engineering in Stuttgart, Germany. He is a registered engineer in Bolivia whose firm, EDICOM, carried out the electromechanical engineering, design and installation for our Cangalli gold recovery plant and mine. EDICOM specializes in electromechanical engineering, design and installation work in mines, mineral recovery plants and smelters in Bolivia, and Mr. Riveros was its president from 2002 to his appointment on our board. Prior to that time, Mr. Riveros was appointed Vice Minister of Industry and Commerce in the Ministry of Economic Development from 2000 to 2002. He was appointed Vice Minister of Natural Resources in the Ministry of Agriculture from 1998 to 2000. From 1997 to 1998, he served as Vice Minister of Planning in the Ministry of Sustainable Development and the Environment. From 1989 through 1997, Mr. Riveros was president of Ximena Gold Mines, Ltd., a gold mining company with hard rock mines at the headwaters of the Tipuani River in Bolivia. Earlier in his career, he had previously served as EDICOM’s president from 1978 to 1988. He was appointed Special Technical Advisor to the President of Venezuela from 1975 to 1978. From 1972 through 1975, he served as Director of Industrial Safety for the Ministry of Labor in Bolivia. Mr. Riveros also worked for Siemens as a project engineer in Venezuela and supervised large industrial projects in Brazil and Bolivia between 1965 and 1972.

Harlan M. (Mac) Delozier II, Director, was appointed to the position of our Administrative Vice President for Bolivian Administration on March 1, 1997. Mr. Delozier is a 1966 graduate of Oklahoma State University, where he received B.A. degrees in Political Science, Foreign Language and History. He served in the Peace Corps in Bolivia from 1966-1971 and was a cattle rancher in Beni, Bolivia from 1972-1990. From 1976 to 1980 he was a representative of Homeline/Textron in Bolivia, and from 1980-1981 was manager of gold mining operations for Kerani, in the Murillo Province, La Paz, Bolivia. From 1981 to 1985, Mr. Delozier was the purchasing agent for the U.S. Embassy Commissary in La Paz, Bolivia and was an exporter for leather products to Chile and Peru from 1986-1988. From 1989 until 1997, Mr. Delozier was an international sales representative for Toyota, Chevrolet, and Hyundai in Bolivia. From May 1997 to November 2002, when he resigned his position, Mr. Delozier also served as Executive Vice President of Bolivian Copper Chemical Company, S.A., a Bolivian copper exploration and mining company located in La Paz, Bolivia.

Tracy A. Madsen was appointed as Corporate Secretary/Treasurer and Chief Financial Officer (CFO) on February 13, 2003. On November 12, 2003 he was also appointed Vice President US Administration. Mr. Madsen received a B.A. in Finance from Boise State University, and an MBA from the University of Nevada Las Vegas. Mr. Madsen has broad financial and executive experience. From 1987 to 1990, he worked as a branch manager for First Interstate Bank of Nevada. In 1990, and through 1996, Mr. Madsen became Vice President and CFO of Venada Aviation, Inc. During that same period, Mr. Madsen served as President and Chairman of the Board of three subsidiaries of Venada: Arena Aviation, Inc., Lancelot Leasing, Inc. and Camelot Aviation Corporation. From 1996 to 2002, Mr. Madsen served as the CFO of a group of five aviation-related corporations: Tracer Corporation; Trace Air International, Inc.; Trade Air.com, Inc. and Tracer Aviation Services Canada. He was also an officer and a partner of Miami Holdings, Inc. a commercial aircraft wheel and brake overhaul facility.

H. Roy Shipes, Chairman of the Board of Directors (resigned). Mr. Shipes was appointed to our Board of Directors on June 14, 2005 and elected Chairman of the Board on July 19, 2005 and resigned on May 5, 2006. Mr. Shipes worked as a smelter engineer and operation foreman for Phelps Dodge Corporation from 1972 to 1975. He served as vice president and general manager of operations for Southern Peru Copper Corporation, one of the largest copper producers in the world, between 1975 and 1985. He also served as the Chief Executive Officer and general manager of Ok Tedi Mining Ltd. in Papua New Guinea, where he developed one of the largest copper mines in the world without outside contractors, saving shareholders over $500 million between 1985 and 1987. Mr. Shipes founded and operated seven mining and mine services companies, including American Pacific Mining Company, AmPac Mining Southwest, Arimetco International, Suramco Metals, Transoceanic Trading Company, Western Gold Resources and Western Chemicals. All of these companies have been sold successfully to other mining interests from 1987 to the present. He founded Western States Engineering to develop various mining projects and Western Capital Group to fund those projects. Mr Shipes is currently Chief Executive Officer, President and Chairman of the Board of Atlas Precious Metals, Inc. and American International Trading Company, Inc. based in Tucson, Arizona. Both of those companies have extensive operations in Bolivia, including tin, lead, zinc, silver and smelter operations.

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H.E.     Gene Dunham, Director (resigned), was appointed as a director on May 10, 2006 and resigned on September 21, 2006. Mr. Dunham has thirty-five years of mining experience in base and precious metals production, engineering and project development management around the world. He has had a distinguished career with major global natural resource companies: Rio Tinto, Plc.; Phelps Dodge Corporation; Suramco Inc.; Anglo American Plc.; De Beers, Ltd.; Anglo Gold Plc.; Perez Companc Corporation and Atlas Precious Metals, Inc. Additionally, Mr. Dunham has extensive experience in the acquisition, financing and development of projects in Bolivia, North America, South America, Europe, Africa, Australia, New Guinea, and Asia Pacific.

William A. Jacobs, Director (resigned), was appointed as a board member on July 31, 2006 and resigned on October 4, 2006. Mr. Jacobs graduated with a degree in mechanical engineering from the Missouri School of Mines and has over forty years of experience in project development and the management of major projects in the mining, manufacturing and chemical industries. His distinguished career in engineering and management has included association with global companies, such as General Motors, Ford, Mattel and Monsanto, and managing projects throughout the United States, Canada, Asia and Mexico. Additionally, since 1995 Mr. Jacobs has been part-owner and project manager for ABK Services, LLC of Tucson, Arizona, a firm engaged in the design and manufacture of process equipment for the mining industry, as well as other engineering projects.

Kevin K. Pfeffer, Director (resigned), Mr. Pfeffer was appointed as a member of our Board of Directors on January 23, 2003 and resigned on December 4, 2006. Mr. Pfeffer received a B.A. in Economics in 1982, and an MBA in Finance and Marketing in 1984, both from the University of Chicago. From 1985 through 1995, Mr. Pfeffer worked for Fannie Mae in Washington, D.C., as the Director of Public Finance, negotiating, structuring and closing structured financings involving income-producing real estate. Mr. Pfeffer closed approximately $4 billion in financing transactions. From 1995 through 1998, Mr. Pfeffer was a Senior Vice President at the merchant banking affiliate of Zurich Insurance and Credit Suisse First Boston, located in New York, New York. Mr. Pfeffer was responsible for the merchant bank’s reinsurance syndications involving mortgage and derivative securities. Mr. Pfeffer retired in 1998 to manage his own investments as a private investor in real estate and public company equities.

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None of our directors is a director of another company having securities registered under Section 12 of the Securities Exchange Act of 1934 or a company registered under the Investment Company Act of 1940 with the exception of H. Roy Shipes, our Chairman of the Board (resigned), has since September 7, 2001 been the Chairman of the Board and since June 2, 2004 the Chief Executive Officer of Atlas Minerals, Inc., a Securities and Exchange Commission reporting company.

(b) Identification of significant employees

We have no significant employees other than the officers named above.

(c) Family relationships

No family relationships exist among the officers and directors.

(d) Involvement in certain legal proceedings

On September 1, 2006, our CEO, Terry C. Turner (“the Plaintiff”) filed an action against us, Kevin K. Pfeffer, H.E. Dunham, and William A. Jacobs (“the Defendants”) in the United States District Court for the District of Utah (“the Court”), Terry C. Turner v. Golden Eagle International, Inc., Kevin K. Pfeffer, H.E. Dunham and William A. Jacobs, Civil Action No.2:06-cv-00738-TC (D. Utah: 2006).  The Complaint sought a temporary restraining order enjoining Defendants, until such time as a preliminary injunction hearing may be held, from the following:  (a) publishing a proposed Form 8-K pertaining to the August 24, 2006 meeting of the Board of Directors; (b) preventing Defendants from violating Regulation FD and the disclosure of insider information; (c) preventing Defendants from further breaches of their fiduciary duty to Golden Eagle; (d) preventing Defendants from breaching Golden Eagle’s Code of Ethics; (e) holding a Board of Directors meeting on September 4, 2006, or any date thereafter;  and (f) publishing disparaging, slanderous, libelous or defamatory comments regarding Plaintiff.  At the Court’s request, the Defendants agreed not to file the Form 8-K or hold a scheduled Board of Director’s meeting on September 4, 2006 until a hearing on Plaintiff’s motion for temporary restraining order could be heard on September 5, 2006.  On September 5, 2006, such hearing was held and the Court denied Plaintiff’s motion for temporary restraining order since Plaintiff had achieved the purposes of his motion for such an order. 

On September 12, 2006 the Plaintiff filed a motion voluntarily dismissing Golden Eagle as a defendant; on September 13, 2006, the Court granted Plaintiff’s motion and dismissed Golden Eagle from the lawsuit. The Court postponed a Preliminary Injunction hearing on September 13, 2006 since many of the issues addressed in Plaintiff’s Complaint had been resolved; however, Plaintiff may seek a Preliminary Injunction hearing from the Court at a later date.

On October 10, 2006 Plaintiff’s motion was granted by the Court to voluntarily dismiss Defendants H.E. Dunham and William A. Jacobs from the lawsuit. The case was subsequently dismissed without prejudice on March 30, 2007.

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        None of our executive officers or directors has been involved in or is subject to any of the following legal proceedings:

1.     A petition under the Federal bankruptcy laws or any state insolvency law that was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

2.     No such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

3.     No such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities: Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; engaging in any type of business practice; or engaging in any activity in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

4.     No such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity; or

5.     No such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated.

6.     No such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

As a result of a civil action settled in 1999, we consented to the issuance of an injunction not to violate certain securities laws in the future. We were not assessed any civil or monetary penalty. None of our current management was party to the settlement or is subject to the injunction.

(e)     Audit committee financial expert and Identification of Audit committee

        We do not have an audit committee or an audit committee financial expert.

(f)     Section 16(a) beneficial ownership reporting compliance

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Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership of our equity securities with the Securities and Exchange Commission. Officers, directors and greater-than-ten-percent shareholders are required by Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) filings.

Based solely on our review of Forms 3, 4 and 5 available to us and, where applicable, written representations from directors, officers and 10% stockholders that no form is required to be filed, we believe that no director, officer or beneficial owner of more than 10% of its common stock failed to file on a timely basis reports required pursuant to Section 16(a) of the Exchange Act with respect to fiscal year ended December 31, 2006.

(g)     Code of ethics

We adopted a Code of Ethics on March 23, 2004, that applies to our principal executive officer, principal financial officer, principal accounting officer or controlling persons, or persons performing similar functions. A copy of the Code was included as an exhibit to this annual report for the period ending December 31, 2003. In addition, our Code of Ethics is available on our web site at www.geii.com under the caption “Investor Relations: Code of Ethics.” A copy of our Code of Ethics is available to any person, without charge, by faxing a request to our Chief Financial Officer at our corporate offices at (801)619-1747.

The Code has not been amended since the filing.

Item 10. Executive compensation

(a) and (b) Summary compensation table

51

The following table sets forth information regarding compensation paid to our Chief Executive Officer for the years ended December 31, 2004, 2005 and 2006. No other person who currently one of our executive officers, with the exception of our Chief Financial Officer, earned salary and bonus compensation exceeding $100,000 during any of the last three years. The table below includes all compensation paid to them during the years stated.

(A)These bonus payments reflect non-cash debt forgiveness. At December 31, 2006, Mr. Turner owed us $336,783 in non-interest bearing loans he received from us prior to July 31, 2002; we also owed Mr. Turner $336,783 on a non-interest bearing basis as a result of salaries that accrued without payment during 1997 through 2001 (in excess of the $443,772 that Mr. Turner waived on December 31, 2001). During 2004, 2005 and 2006 Mr. Turner waived $60,000 of unpaid accrued salary each year. The board of directors has approved this arrangement on our behalf. There has been no material modification of the terms of either indebtedness since the enactment of Section 402 of the Sarbanes-Oxley Act of 2002.

(B)During June 2005, Mr. Turner voluntarily reduced his annual salary by 40% to $150,000 per year not including the cashless bonus described in footnote (A). Additionally, Mr. Turner deferred $53,667 of 2005 salary to be paid when sufficient funds are available. During 2006, Mr. Turner received his annual compensation of $150,000 plus $26,152 in accrued salary that was owed to him from 2005. As of December 31, 2006 Mr. Turner was owed $27,514 in accrued salary. Accrued salaries were expensed during 2005 and carried on the balance sheet under accounts payable.

(C) On November 12, 2003, Mr. Madsen was granted 250,000 shares of restricted stock in accordance with his employment agreement in lieu of a cash payment for services provided during 2003. Shares were valued at $.145 per share based on the closing price on the date of grant. These shares were issued on January 7, 2004. On March 30, 2005 he was granted 965,251 shares of restricted common stock in accordance with his employment agreement in lieu of a cash payment for services provided during 2004. Shares were valued at $.0258 per share based on the closing price on the date of the grant. On August 11, 2006 he was granted 1,726,092 shares of S-8 common stock in accordance with his employment agreement in lieu of a cash payment for services provided during 2005. Shares were valued at $.0131 per share based on the closing price of the stock on the date of the grant.

(D) In accordance with our long-standing policy of allowing spouses of our officers to accompany the officer on selected traveling assignments, we recorded an expense of $7,310 during 2004 and treated it as compensation to the employee.

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(E) Mr. Madsen’s annual salary is $91,000. During 2005 he deferred $16,833 of accrued salary to be paid when sufficient funds were available. During 2006 $9,249 of accrued salary was paid to him. As of December 31, 2006, 7,584 in-accrued salary was owed to him. Deferred salaries were expensed during 2005 and carried on the balance sheet under accounts payable.

(F) Mr. Madsen resigned as an officer on August 15, 2006 and was reappointed as an officer on November 14, 2006. During this period of time, we contracted with a company controlled by Mr. Madsen to provide accounting and administrative support. Total fees paid to Avcon services during 2006 were $22,755.

We have no plans that result in the payment or accrual for payment of any amounts to any executive officer in connection with his or her resignation, retirement, or other termination, or change of control or change in the executive officer’s responsibilities.

(c)     Options/SAR granted during year ended December 31, 2006

None

(d)     Aggregated option/SAR exercises and fiscal year-end option/SAR value table

None

(e)     Long term incentive plan — awards in last fiscal year

We have no long-term incentive plans.

(f)     Defined benefit or actuarial plan disclosure

Since October 1998, we have paid medical insurance premiums for our employees. We currently have no stock ownership or other profit sharing, defined benefit, actuarial, or pension plans, nor life insurance or any other benefit plan for our employees, but may adopt such plans in the future. We have no retirement plans and, therefore, have made no contributions to any such plan on behalf of the named officers.

(g)     Compensation of directors

We currently have three directors on our Board of Directors. Director’s fees were suspended in approximately June 2004 as a result of the shutdown of our production operations at our Cangalli prospect.

Alvaro Riveros received fees of $7,000 during 2006 reflecting additional services he provided to us as a consultant in Bolivia.

Terry C. Turner is our president and CEO and receives a salary for such duties as discussed above, but received no additional compensation as a director.

Harlan M. (Mac) Delozier is our Vice President for Bolivian Administration and receives salary for his duties and does not receive additional compensation as a director.

H.E. Gene Dunham, Director,served as a director between May 10, 2006 and September 21, 2006. He also served as our Vice President of Operations during this period. Mr. Dunham received compensation of $10,766 for his services.

53

Except as described herein, none of our officers or directors has been or is being paid any cash compensation, or is otherwise subject to any deferred compensation plan, bonus plan or any other arrangement and understanding whereby such person would obtain any cash compensation for his services for and on our behalf.

(h)     Employment contracts and termination of employment and change-in-control arrangements

We have an employment contract with Tracy Madsen, our Chief Financial Officer and Vice President for US Administration requiring us to issue him $25,000 in our stock for each year of his employment.

We also had an agreement with Harlan M. (Mac) Delozier, our Vice President for Bolivian Administration, to pay him a retention bonus of 300,000 shares of our stock between the years of 1997 and 2003. Thereafter, we had a verbal commitment to Mr. Delozier to pay him a retention bonus consistent with his position as Vice President requiring us to issue him $25,000 in our stock each year of his employment. This verbal commitment was ratified by the Board of Directors in December 2006. This bonus has not been paid and will be expensed when paid.

We have no other compensatory plan or arrangement with respect to any executive officer which plan or arrangement results or will result from the resignation, retirement or any other termination of such individual’s employment with us, or from a change in control of us or a change in the individual’s responsibilities following a change in control.

(i)     Report on repricing of options/SARs

Not applicable, as no options or SARs were repriced during the fiscal year ended December 31, 2006 or subsequently.

(j)     Additional information with respect to compensation committee interlocks and insider participation on compensation decisions

We do not currently have a compensation committee.

(k)     Board compensation committee report on executive compensation

We do not currently have a compensation committee and no compensation committee report on executive compensation was issued during 2006.

Item 11. Security ownership of certain beneficial owners and management

(a) and (b) Security ownership of certain beneficial owners and management

54

At December 31, 2006, and subsequently, we had only two classes of outstanding voting securities, our common stock (referred to herein as the “Common Stock”) and Series B Preferred Stock which is convertible into restricted common shares if and when common shares area available. Series B preferred shares have voting rights equivalent of the number of common shares into which the preferred shares may at some point be converted.

The following tables set forth information regarding the ownership of our outstanding common stock as of the filing of this report by: (a) each person known by management to own, beneficially or of record, more than five percent (5%) of our common stock; (b) each director; (c) each executive officer named in the Compensation Table set forth later in this report; and (d) all of our directors and executive officers as a group.

The following tables assume, based on our stock records, that there are 789,999,990 shares of our common stock, $.0001 par value, currently issued and outstanding, plus 10,000,000 shares reserved for the conversion of an outstanding debenture and 2,462,002 Series B Preferred Shares, $.01 par value, issued and outstanding. The Holders of the Series B Shares presently have the right to vote two hundred fifty (250) common shares for every one (1) Series B share held on all matters presented to the common stockholders. The Series B Holders are not required to convert their Series B shares into common stock prior to voting at any meeting of the shareholders or on any matter presented to the common shareholders. As indicated above, as of the filing of this report there are 2,462,002 Series B shares outstanding, which will result in 615,500,598 votes by the Series B Holders or 43.8 percent of the total shares of all classes entitled to vote on all matters presented to the common stockholders at any meeting. As such, an aggregate of 1,405,493,830 shares will be allowed to vote at our Shareholders’ Meeting as of the date of the date of the filing of this report. The chart below, in the column titled Percent of Fully Diluted Common Stock (After Conversion of Preferred Shares), is also indicative of the percentage of votes represented by the Series B Shares that are entitled to vote at the Special Meeting even prior to the Series B Shares being converted to shares of common stock.

55

(1)     Kevin Pfeffer resigned as our Director on December 4, 2006.

(2)     H. Roy Shipes, our former Chairman of the Board of Directors, is the President of Atlas Precious Metals, Inc., a Nevada corporation. Mr. Shipes resigned as Chairman of our Board of Directors on May 5, 2006.

(3)     Golden Eagle Mineral Holdings Inc. (“GEMH”), acquired 1,251,090 shares of our Series B preferred stock on December 29, 2007 through the conversion of $1,251,090 of debt and accrued interest.

(4)     Lone Star Equity Group, LLC (“Lone Star”), acquired 682,650 shares of our Series B preferred stock on December 29, 2007 through the conversion of $682,650 of debt and accrued interest. The following table sets forth information as of March 31, 2006, with respect to the ownership of the Common Stock for all directors, individually; all executive officers named in the compensation table; all executive officers and directors as a group; and all beneficial owners of more than five percent of the Common Stock.

56

As used in this section, the term beneficial ownership with respect to a security is defined by Rule 13d-3 under the Securities Exchange Act of 1934 as consisting of sole or shared voting power (including the power to vote or direct the vote) and/or sole or shared investment power (including the power to dispose or direct the disposition) with respect to the security through any contract, arrangement, understanding, relationship or otherwise.

(c) Changes in control

The holders of our Contingent Convertible Series B Preferred shares are entitled to 250 votes for each preferred share. If all Series B preferred shares were issued, the Series B preferred shareholders as a group would control 58.75% of our voting rights and if and when common stock became available the would be entitled to convert into 58.75% of the common shares.

(d)     Securities authorized for issuance under equity compensation plans

        See Item 5 above for this disclosure.

Item 12. Certain relationships and related transactions

(a)     Indebtedness

Accrued Compensation. During 1997 through 2001, we did not have the funds to pay salaries to our president, Terry C. Turner. As a result, his salary accrued unpaid through a portion of 2002 when we paid only $103,000 of the $200,000 owed to him during that year.

On December 31, 2001, Mr. Turner waived $443,772 of a total accrued balance of $990,012 owed to him. During 2002 and 2003, Mr. Turner waived an additional $36,457. During 2004, 2005 and 2006 Mr. Turner waived an additional $60,000 each year respectively of the amount owed to him. As of December 31, 2006 the total sum that we owed Mr. Turner was $336,783 in accrued compensation. Our indebtedness to Mr. Turner is non-interest bearing.

Advances to Mr. Turner. Because we were unable to pay him full salaries from 1997 through the first part of 2002, we assisted Mr. Turner with certain financial obligations and accounted for those payments as loans to him. At July 31, 2002 the total amount due to us from Mr. Turner was $579,021 on a non-interest bearing basis, and no further amounts have been advanced to him since that time, including since the enactment of Section 402 of the Sarbanes-Oxley Act of 2002 that prohibits personal loans to executives or any material modification thereof. There have been no material modifications in the terms of that loan since that date.

Repayment of Loan and Accrued Compensation. The Board of Directors determined that Mr. Turner would receive a $60,000 per year non-cash bonus that is used to pay down notes he owes to us. All repayments are made with after tax dollars. Mr. Turner in turn forgives the portion of the accrued salary that we owe to him in order to keep the note payable and the note receivable in balance. These reductions have occurred in 2005 and 2006 and are expected to continue until both the advances to Mr. Turner and the unpaid salary are reduced to zero. As of December 31, 2006 the total amount owed by Mr. Turner was $336,783 and equaled the amount that we owed to him. For purposes of the consolidated financial statements this note payable and note receivable are netted out to $0.

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Current Deferred Compensation. As of December 31, 2006 we owed the following officers accrued compensation that was deferred during 2005.

(b) Loans to Golden Eagle from affiliates

In addition, as described elsewhere in this Annual Report, Mr. Turner, our President/Chief Executive Officer, and other officers have advanced funds to us for operations in Bolivia and to cover overhead in the US.

Item 13. Exhibits

None

Item 14. Principal accountants fees and services

Our Board of Directors selected the independent accounting firm of Chisholm, Bierwolf & Nilson, LLC, Certified Public Accountants, with respect to the audit of our consolidated financial statements for the years ended December 31, 2006 and 2005. Our Bolivian Subsidiaries were audited by Pozo & Asociados S.R.L. an independent member of Baker Tilly International.

        Audit Fees. In connection with professional services rendered for the audit of our annual financial statements reported under Form 10-K for the year ended December 31, 2005 and the reviews of the second and third quarter 2005 financial statements included in our quarterly reports filed on Form 10-Q for that year, Chisholm Bierwolf & Nilson billed us fees in the aggregate amount of approximately $18,567. Total fees paid to Chisholm, Bierwolf & Nilson for the review of the quarterly financial statements included in reports filed under Form 10-Q for 2006 and for the audit of the 2006 financial statements reported under Form 10-KSB are estimated to be $30,000. In connection with professional services rendered for the audit of our annual financial statements reported under Form 10-K for the year ended December 31, 2005 and the reviews of the 2005 quarterly financial statements included in our quarterly reports filed on Form 10-Q for that year, Pozo & Asociados S.R.L. billed us fees in the aggregate amount of approximately $10,500. Total fees paid to Pozo & Asociados S.R.L. for the review of the quarterly financial statements included in reports filed under Form 10-Q for 2006 and for the audit of the 2006 financial statements reported under Form 10-K are estimated to be $10,800

58

        In connection with professional services rendered for the audit of our annual financial statements for the years ended December 31, 2005, Gordon Hughes & Banks billed us fees in the aggregate amount of approximately $5,000.

        Audit Related Fees. There were no fees billed in each of the last two fiscal years (ended December 31, 2006 and 2005) for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of our financial statements that are not reported under “Audit Fees”.

        Financial Information Systems Design and Implementation Fees. We did not pay any fees to Chisholm, Bierwolf & Nilson or Pozo & Asociados S.R.L. for professional services rendered for financial information systems design and implementation as that term is defined in Rule 2-01(c)(4)(ii) of Regulation S-X.

        Tax Fees. The aggregate fees billed in 2005 for professional services rendered by RSG Accounting Services for tax compliance, tax advice, and tax planning were approximately $2,750. The nature of the services for which these fees were received was preparation of tax returns. We estimate the fees to be charged By RSG Accounting Services for the preparation of our 2006 tax returns to be approximately $3,500.

        All Other Fees. During the fiscal years ended December 31, 2006 and 2005, there were no other fees paid Chisholm, Bierwolf & Nilson or Pozo & Asociados S.R.L. for any other auditing or accounting services.

Total Fees.

        Our Board of Directors has considered the information described in “Financial Information Systems Design and Implementation Fees” and “All Other Fees” above and believes that it is compatible with maintaining the principal accountant’s independence. In each case (commencing after August 1, 2002), the board of directors pre-approved all such services.

        Our principal accountant (through its full time employees) performed all work regarding the audit of our financial statements for the most recent two fiscal years.

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PART IV

Item 15. Exhibits and financial statement schedules

(a) Financial statements

60

(b) Exhibits

The following exhibits are filed with this Form 10-KSB or incorporated herein by the following references:

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Signatures.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Golden Eagle International, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Golden Eagle International, Inc. and in the capacities and on the dates indicated.

Exhibit 31.1 Section 302 Certification

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CERTIFICATION

I, Terry C. Turner, certify that:

63

Date: April 16, 2007

Exhibit 31.2 Section 302 Certification

CERTIFICATION

I, Tracy A. Madsen, certify that:

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Date: April 16, 2007

Exhibit 32.1 Section 906 Certification

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

Date: April 16, 2007

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EXHIBIT 32.2 Section 906 Certification

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

Date: April 16, 2007

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Golden Eagle International, Inc.

We have audited the accompanying consolidated balance sheet of Golden Eagle International, Inc. and subsdiaries as of December 31, 2006 and 2005 and the related consolidated statements of operations, stockholders’ equity and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We did not audit the financial statements of Golden Eagle Bolivia Mining, S.A., Golden Eagle International, Inc. (Bolivia) or Golden Eagle International (unincorporated) 93%, 100% and 100% owned subsidiaries, respectively, which statements reflect 30% and 24% of total consolidated assets as of December 31, 2006 and 2005 respectively. Those financial statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Golden Eagle Bolivia Mining, S.A., Golden Eagle International, Inc. (Bolivia) and Golden Eagle International (unincorporated) as of December 31, 2006 and is based solely on the report of the other auditors.

We conducted our audit in accordance with the standards of the PCAOB (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Golden Eagle International, Inc. and subsdiaries as of December 31, 2006 and 2005 and the results of its operations and cash flows for the year then ended in conformity with U.S. generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note A, the Company has negative working capital and has incurred substantial losses since its inception. The Company currently has no mineral production and requires significant additional financing to satisfy its outstanding obligations and resume and expand mining production. In addition, the Company’s ability to conduct operations remains subject to other risks, including operating in isolated regions of Bolivia and the concentration of operations in a single undeveloped area. Unless the Company successfully obtains suitable significant additional financing and can resume and expand its production, there is substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in those matters are also described in Note A. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Chisholm, Bierwolf & Nilson, LLC
Bountiful,UT
March 9, 2007

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders
Golden Eagle Bolivia Mining S.A.
Golden Eagle International, Inc. Bolivia
Golden Eagle International, Inc.

Salt Lake City, Utah

We have audited the accompanying consolidated balance sheets of Golden Eagle Bolivia Mining S.A., Golden Eagle International, Inc. Bolivia and Golden Eagle International as of December 31, 2006 and 2005 and the related consolidated statements of operations, cash flows and changes in stockholders’ equity (deficit) for the years ended December 31, 2006 and 2005. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the accompanying consolidated financial statements referred to above present fairly, in all material respects, the financial position of Golden Eagle Bolivia Mining S.A., Golden Eagle International, Inc. Bolivia and Golden Eagle International, Inc. at December 31, 2006 and 2005 and the results of its operations, changes in stockholders’ equity (deficit) and its cash flows for the years ended December 31, 2006 and 2005, in conformity with accounting principles generally accepted in the United States of America.

POZO & ASOCIADOS C.P.A. S.R.L.
NIT. 121611023
Lic. Aud. Enrique Pozo Balderrama
NIT. 271218014
MAT. PROF. Nº CAUB – 0040

La Paz, Bolivia
January 31, 2007

F-2

The footnotes are an integral part of these financial statements
F-3

The footnotes are an integral part of these financial statements
F-4