SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

June 30, 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 Golden Eagle as specified in its charter)

9661 South 700 East, Salt Lake City, UT 84070

(Address of principal executive offices) (Zip Code)

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

Former Address if Changed Since Last Report

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.

[ X ] Yes [ ] No

Indicate by check mark whether the registrant is an accelerated filer as dined in Rule 12b-2 of the Exchange Act

[ ] Yes [ X ] No

At August 11, 2006, there were 789,999,990 shares of common stock outstanding.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

The unaudited Financial Statements for the six months ended June 30, 2006 are attached hereto and by reference incorporated herein. Please refer to pages F-1 through F-8 following the signature page.

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

Forward-looking statements and risks

The following discussion should be read in conjunction with our financial statements and related notes appearing elsewhere in this Form 10-Q and our Annual Report on Form 10-K for our fiscal year ended December 31, 2005. The terms “the Company,” “we,” “our,” or “us” refer to Golden Eagle International, Inc. This discussion contains forward-looking statements based on our current expectations, assumptions, and estimates. The words or phrases “believe,” “expect,” “may,” “anticipates,” or similar expressions are intended to identify “forward-looking statements.” Actual results could differ materially from those projected in the forward-looking statements as a result of a number of risks and uncertainties pertaining to our business, including: (a) volatility of gold and copper prices on the commodity markets may negatively effect our potential revenues; (b) because our common stock is a penny stock and we lack an established market for our securities, you may have difficulty selling your securities; (c) our common stock is subject to price volatility; (d) we are subject to environmental risks that may lead to additional costs and disruptions in our operations; (e) our international operations, including Bolivia and potentially elsewhere in South America, are subject to risks of political instability, civil unrest and insurrection , which may cause disruptions or termination of our operations; (f) if we are unable to obtain debt or equity financing, we will be unable to proceed with our operational plan and recommence mining operations; (g) we may be dependent upon mining related third parties; (h) there is substantial doubt about our ability to continue as a going concern; and (i) our ability to generate future revenues is dependent upon our ability to commence mining operations at our Buen Futuro prospect, which requires a minimum $10 million investment.

Overview

Should we receive adequate financing, we intend over the next twelve months to meet our land acquisition, mining claim, and other payments and acquire mining and processing equipment for our Buen Futuro gold and copper prospect. Our business model has attempted, and will continue to attempt to recommence successful mining operations and develop revenue from the sale of gold, copper and other minerals, which are dependent upon adequate financing.

Uncertainties and Trends

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

Capital Expenditures and Requirements

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

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

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

Should we be unable to obtain third party funding in excess of $10,000,000, it is unlikely we will be able to meet the above commitments over the next 3-year period and move the Gold Bar Mill and plant and commence mining at Buen Futuro, which will necessitate our attempting to negotiate additional extensions with our creditors, which there is no assurance we will successful in doing. Historically, we have financed our capital requirements through the sale of our gold production, which ceased in May 2004, and through short-term loans from affiliates and non-affiliates, as well as from private placement of our securities to accredited investors. There is no assurance that we will be successful in financing our operations. Ultimately, our ability to finance our operations will be dependent on our ability to generate positive cash flow from operations in amounts sufficient to support all of our financial obligations. We have attempted, and will continue to attempt, to develop new grant and funding sources from United States, Canada, and overseas government agencies, private lenders, and financial institutions. We will also conduct negotiations with other mining companies regarding a possible merger or joint ventures to obtain economies of scale and access to capital markets.

Recent Accounting Pronouncements

        In March 2005, the Financial Accounting Standards Board (“FASB”) ratified Emerging Issues Task Force Issue No. 04-06 (“EITF 04-06”), “Accounting for Stripping Costs Incurred during Production in the Mining Industry.” EITF 04-06 addresses the accounting for stripping costs incurred during the production phase of a mine and refers to these costs as variable production costs that should be included as a component of inventory to be recognized in Costs applicable to sales in the same period as the revenue from the sale of inventory. As a result, capitalization of post-production stripping costs is appropriate only to the extent product inventory exists at the end of a reporting period. The guidance requires application through recognition of a cumulative effect adjustment to opening retained earnings in the period of adoption, with no charge to current earnings for prior periods. We will adopt this standard at which time we have commenced mining operations and have stripping costs.

        In December 2004, the FASB issued SFAS No. 123(R), “Share-Based Payment”. Which revised SFAS No. 123, “Accounting for Stock Based Compensation” and superseded APB Opinion 25, “Accounting for Stock Issued to Employees” and its related implementation guidance. S FAS 123(R), requires measurement and recording in the financial statements of the costs of employee services received in exchange for an award of equity instruments based on the grant-date fair market value of the award, recognized over the period during which an employee is required to provide services in exchange for such a reward. We have adopted this pronouncement.

Results of Operations

The following sets forth certain information regarding our results of operations for the three months ending June 30, 2006 compared with the same period in 2005

(b) Three Months Ended June 30, 2006/Three Months Ended June 30, 2005

Revenues.     During the three months ended June 30, 2006 and June 30, 2005, we had revenues of $0.

Operating Loss.  Operating losses increased by $62,398 or 12% to $574,585 for the three months ended June 30, 2006, from $512,187 for the three months ended June 30, 2005.  The increase was primarily due to: (1) increased legal fees, (2) loss on the disposition of assets, (3) property taxes on the Gold Bar plant and equipment; and (4) costs associated with returning our aircraft to the US for future sale. These items are discussed in greater detail below. If these extraordinary expenses had not occurred during the second quarter of 2006 our operating loss would have decreased as we decreased our general and administrative expenses through tighter cost controls.

Exploration and Development Expenses. Exploration and development costs decreased by $154,838 or 80.6% to $37,282 for the three months ended June 30, 2006 from $192,120 for the comparable 2005 period.  The decrease in exploration and development expenses is attributable to elimination of the exploration and development at the Cangalli concession.  Buen Futuro also saw a decrease in exploration and development costs during the second quarter 2006; however, we anticipate that exploration costs will increase during the third quarter of 2006 since we have commenced exploration activities on the B and C anomalies at Buen Futuro.

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General & Administrative Expenses. General and administrative expense increased by $222,683 or 73.9% to $524,059 for the three months ended June 30, 2006 from $301,376 during the three months ended June 30, 2005.  The increase in our general administrative expense is primarily attributable to the following: (1) Increased legal expenses in connection with payment of S-8 shares of common stock, which resulted in a larger cost than if we had paid in cash. We have prepaid our legal expenses through October of 2006 although we expensed these costs during the second quarter of 2006. We also incurred legal fees relating to a proposed shareholders meeting. Total legal fees during the second quarter 2006 were $140,195. (2) We recognized a loss on the sale of assets in Bolivia as we exchanged certain items of equipment located at Cangalli for payment on the subrogated debt, which we owed. The loss on the sale of assets totaled $55,779 during the second quarter of 2006. (3) We incurred additional property taxes on the Gold Bar mill and plant equipment of $15,448 during the second quarter of 2006. This was in addition to the $15,936 paid during the first quarter of 2006. The additional property taxes resulted when we were notified that outstanding property taxes were due from the previous owners of the plant. These taxes are included in accounts payable and will be paid during 2007. (4) We incurred additional costs related to our aircraft in the amount of $44,765 during the second quarter relating to the return to the US and re-certification of our Mooney aircraft in preparation for its sale as well as costs to reconcile the amount owed to the note holder on the aircraft. The additional expense incurred from the one-time items listed above during the second quarter 2006 was $256,187. If these items were removed, general and administrative expenses during the quarter would have declined to $267,872. This reduction was the result of reduced wages and tighter cost controls.

Depreciation and Depletion Expenses.  Depreciation and depletion decreased by $5,477 or 29.1% to $13,244 during the three months ended June 30, 2006 from $18,691 during the same 2005 period.  This decrease was due to the reduction of machinery and equipment and the full depreciation of other assets. 

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Interest Expense.  Interest expense for the three-month period ended June 30, 2006 increased by $10,179 or 29.6% to $44,575 from $34,396 during the same 2005 period.  The increase was due to the addition of $153,000 to other notes payable and a $249,000 debenture payable as well as penalty interest related to the Buen Futuro contract payable. 

Net Loss.  Net loss for the three-month period ended June 30, 2006 increased by $71,258 or 13.1%% to $613,070 from $541,812 during the same 2005 period.  The increase was due to the extraordinary expenses in general and administration partially offset by the decrease in exploration and development costs.

(b) Six Months Ended June 30, 2006/Six Months Ended June 30, 2005

Revenues. During the six months ended June 30, 2006 and June 30, 2005, we had revenues of $0.

Operating Loss.  Operating losses decreased by $110,428 or 9.4% to $1,064,665 for the six months ended June 30, 2006, from $1,175,093 for the six months ended June 30, 2005.  The decrease in operating loss was primarily due to a decrease in exploration and development costs offset by an increase in general and administrative expenses.

Exploration and Development Expenses. Exploration and development costs decreased by $231,138 or 64.2% to $128,817 for the six months ended June 30, 2006 from $359,955 during the same 2005 period.  The decrease in exploration and development expenses is attributable to elimination of the exploration and development at the Cangalli concession.  Buen Futuro also saw a decrease in exploration and development costs during the first two quarters of 2006 We anticipate that exploration and development expenses will increase during the third quarter as we commence detailed exploration efforts on the B & C anomalies at Buen Futuro.

General & Administrative Expenses. General and administrative expense increased by $129,889 or 16.7% to $907,429 for the six months ended June 30, 2006 from $777,540 during the six months ended June 30, 2005.  The increase in our general administrative expense is primarily attributable to the one-time factors detailed in the three-month results above. Deducting these one-time expenses would have resulted in general and administrative expenses of $651,242 or a $126,298 decrease. This decrease was the result of a reduction in salaries, rent, telephone and travel,. and a general across the board decrease in expenses in most categories as a result of implementing cost controls following the shut down of the Cangalli operation. 

Depreciation and Depletion Expenses.  Depreciation and depletion decreased by $9,179 or 24.47% to $28,419 during the six months ended June 30, 2006 from $37,598 during the same period of 2005.  This decrease was due to the reduction of machinery and equipment and the full depreciation of other assets. 

Interest Expense.  Interest expense for the six-month period ended June 30, 2006 increased by $25,743 or 42.2% to $86,751 from $61,008 during the same period in 2005.  The increase was due to the addition of $153,000 to other notes payable and a $249,000 debenture payable as well as penalty interest related to the Buen Futuro contract payable. 

Net Loss.  Net loss for the six-month period ended June 30, 2006 decreased by $116,947 or 9.5% to $1,113,233 from $1,230,180 during the same 2005 period.  The decrease was due to the decrease in exploration and development costs, which was partially offset by an increase in general and administrative expenses due to extraordinary expenses during the second quarter of 2006. 

Liquidity and capital resources

Our auditors have issued a going concern opinion on our audited financial statements for the fiscal year ended December 31, 2005 as we had a significant working capital deficit as of December 31 2005 and we had substantial losses since our inception. These and other matters raise substantial doubt about our ability to continue as a going concern. We cannot continue to satisfy our current cash requirements for a period of twelve months through our existing capital. We anticipate total operating expenditures of approximately $1,970,000 pending adequate financing over the next twelve months, in the following areas:

Our current cash balance of $136,850 as of June 30, 2006 will satisfy our cash requirements for approximately two months. If necessary, we intend to raise additional cash by means of equity and or debt financing. We have substantial commitments as summarized under our Capital Commitments and Requirements Section that are subject to risks of default and forfeiture of property and mining rights. If we are unable to meet our obligations, or negotiate satisfactory arrangements, we may have to liquidate our business and undertake any or all the steps outlined below.

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

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

No Revenues from our Bolivian operations.

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

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

Assets.

As of June 30, 2006, we had total assets of $6,113,096 compared to total assets of $6,329,787 as of December 31, 2005. These assets include current assets, such as cash and prepaid expenses. Our current assets increased to $233,175 as of June 30, 2006 from $223,368 as of December 31, 2005. This $9,807 increase was the result of an increase in cash of $106,705, which is intended to be used primarily for B & C zone development at Buen Futuro. Prepaid expenses were $96,325 at June 30, 2006, from $193,223 at December 31, 2005. The $96,898 or 50% decrease in prepaid expenses resulted from a decrease in S-8 stock that was issued to pay Bolivian employees that had not been distributed as of the period end. An offsetting entry appears in accounts payable for these wages.

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Stockholder’s Equity.

As of June 30, 2006, our stockholders’ equity was $3,847,984 as compared to $4,386,011 as of December 31, 2005. The $538,027 net decrease in stockholders’ equity was primarily the result of net loss incurred during the period.

Plan of Operations

Our current strategy is to further develop the potential of our Buen Futuro gold and copper project in eastern Bolivia during 2006 by carrying out a program of in-fill drilling, performing additional metallurgical studies, securing final environmental permitting, and improving and finalizing our feasibility work performed there to date. We also intend to finish our exploration and feasibility work on the gold deposits 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, by September of 2006. Once that feasibility work is completed, and if it is positive, we intend to implement the recommended mine plan, to construct the recommended recovery circuit and enter into operations during the third quarter of 2006. In addition, we intend to complete the necessary exploration and feasibility work on our Rio Mojos gold project in western Bolivia by April 2007 and determine our best course of action there. Moreover, we intend to implement the results of our feasibility work by carrying out a well defined mine plan and constructing the most appropriate milling and mineral recovery facilities on these two projects. Finally, we intend to continue our efforts to resolve those issues impeding the development of our Cangalli mine. All of the foregoing, and related plans stated below, are contingent upon receiving an estimated $10 million of financing as detailed immediately below:

To accomplish our strategy we intend to:

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

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

Impact of inflation and changing prices

We have not experienced any material impact from the effects of inflation during the last three annual operating periods, 2003, 2004 or 2005, or during the first six months of 2006.

Off balance sheet arrangements

None.

Item 3. Quantitative and qualitative disclosures about market risk

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

Item 4. Controls and procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, we carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Principal Financial and Accounting Officer. Following this inspection, these officers concluded that the Company’s disclosure controls and procedures are effective as of June 30, 2006, the end of the period covered by this report. There have been no changes in our internal controls or in other factors, which have materially affected, or are reasonably likely to materially affect, internal controls subsequent to the date we carried out the evaluation.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in the Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s Chief Executive Officer and the Company’s Principal Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

There have been no changes to our internal control over financial reporting during the past quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal proceedings

There are no pending or threatened legal proceedings against us.

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

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On April 4, 2006, we sold 2,150,000 shares of our common stock to Dewey Williams at $0.012 per share or an aggregate of $25,800. 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 the securities issued to Dewey Williams stating that the securities were not registered under the Securities Act and are subject to restrictions on their transferability and resale.

On April 6, 2006, we sold 925,000 shares of our common stock to Sabrina Martinez, our employee, at $0.012 per share or an aggregate of $11,100. We relied upon Sections 4(2) and 4(6) of the 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 the securities issued to Sabrina Martinez stating that the securities were not registered under the Securities Act and are subject to restrictions on their transferability and resale.

On May 19, 2006, we sold 20,000,000 shares of our common stock to Alan Cockley at $0.010 per share or an aggregate of $200,000. We relied upon Sections 4(2) and 4(6) of the 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 the securities issued to Alan Cockley stating that the securities were not registered under the Securities Act and are subject to restrictions on their transferability and resale.

On June 2, 2006, we sold 2,000,000 shares of our common stock to Dewey Williams at $0.010 per share or an aggregate of $20,000. We relied upon Sections 4(2) and 4(6) of the 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 the securities issued to Dewey Williams stating that the securities were not registered under the Securities Act and are subject to restrictions on their transferability and resale.

Item 3. Defaults Upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Security Holders

No matters have been submitted to a vote of our security holders during the quarter ended June 30, 2006.

Item 5. Other Information:

Political Developments in Bolivia

On May 1, 2006 President Evo Morales of Bolivia nationalized Bolivia’s oil and natural gas industry ordering foreign energy companies to send their supplies to the state-owned energy company for industrialization. President Morales warned that companies who rejected the decree would have to leave Bolivia.

We believe that the May 1, 2006 nationalization of the Bolivian oil and natural gas industry should not affect our ownership and development of gold and copper mining projects in Bolivia. In a statement released by the Bolivian government, the Minister of Mining and Metallurgy, Walter Villaroel, stated, “The mining policy does not contemplate nationalization, and even less the incorporation of private companies.”

We believe that Bolivia’s national government has repeatedly expressed its support for private mining companies and that recent events bearing on the natural gas industry will not affect our gold and copper projects. We are moving forward in a careful and deliberate manner with our strategy for developing our Bolivian mining projects and pending adequate financing we still believe that with the current prices for gold and copper our projects can produce value for our shareholders. While we do not believe that our properties in Bolivia will be nationalized, perceptions that they may be nationalized may lead to difficulties in raising required financing.

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Change in Directors and Chairman of the Board of Directors

On May 5, 2006, H. Roy Shipes resigned as the Chairman of our Board of Directors. On the same date, Terry C. Turner, one of our directors and our Chief Executive Officer and President, was elected as our Chairman. On May 9, 2006, H.E. “Gene” Dunham was appointed to serve as one of our directors. On July 27, 2006, William A. Jacobs was appointed to serve as one of our directors.

Shareholders Meeting

We anticipate holding our annual shareholders’ meeting by the end of fiscal year 2006.

Item 6. Exhibits:

Exhibits required by Item 601 of Regulation SK

SIGNATURES

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

GOLDEN EAGLE INTERNATIONAL, INC.
(Golden Eagle)

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

I, Terry C. Turner, certify that:

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

I, Tracy A. Madsen , certify that:

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EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTIONS 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Golden Eagle International, Inc. (“the Company”) on Form 10-Q for the period ended June 30, 2006, as filed with the Securities and Exchange Commission on the date hereof (“the Report”), I, Terry C. Turner, President and Principal Executive Officer, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

Date: August 14, 2006

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EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTIONS 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Golden Eagle International, Inc. (“the Company”) on Form 10-Q for the period ended June 30, 2006, as filed with the Securities and Exchange Commission on the date hereof (“the Report”), I, Tracy A. Madsen, Principal Financial Officer, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

Date: August 14, 2006

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The footnotes are an integral part of these financial statements
F-1

The footnotes are an integral part of these financial statements
F-2

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

Golden Eagle International, Inc.

Notes to Condensed Consolidated Financial Statements
(Unaudited)

F-4

F-5

F-6

F-7

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