SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

(Mark One)

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

June 30, 2007

[ ] 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

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

[ X ] Yes [ ] No

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

[ ] Yes [ X ] No

At June 30, 2007 there were 789,999,990 shares of common stock outstanding.

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

The unaudited Financial Statements for the six months ended June 30, 2007 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-QSB and our Annual Report on Form 10-KSB for our fiscal year ended December 31, 2006. 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; (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; and (j) should our shareholders not approve of an increase in our authorized shares, we will have no shares available for our business needs and we may be subject to a lawsuit by our Series B Contingent Convertible Preferred Stock shareholders for their inability to convert their Series B Shares into shares of our common stock, which could force us into bankruptcy or otherwise adversely effect our business, operating results, financial condition, cash flows and ability to service our indebtedness.

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 (when we were in production on those claims from our fourth quarter of 2002 through our second quarter of 2004) and to acquire and maintain our other prospects, in addition to allowing us to meet 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.

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:

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Assets.

As of June 30, 2007, we had total net assets of $6,161,543 compared to total assets of $5,501,402 as of December 31, 2006. These assets include current assets, such as cash and prepaid expenses. Our current assets increased to $555,262 as of June 30, 2007 from $21,625 as of December 31, 2006. This $533,637 increase was the result of an increase in cash of $533,036 to $534,463 as of June 30, 2007 compared to $1,427 as of December 31, 2006. Prepaid expenses increased by $601 to $20,799 at June 30, 2007, from $20,198 at December 31, 2006.

Capital Expenditures and Requirements

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

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

Costs to maintain our properties have higher priority than 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. In the event that we have to negotiate additional extensions, there is no assurance that we will successful in doing so. Historically, we have financed our capital requirements through the sale of our gold production, which ceased in May 2004, and through short-term loans from affiliates and non-affiliates, as well as from private placement of our securities to accredited investors. There is no assurance that we will be successful in financing our operations. Ultimately, our ability to finance our operations will be dependent on our ability to generate additional positive cash flow from operations in amounts sufficient to support all of our financial obligations. We have attempted, and will continue to attempt, to develop new grant and funding sources from United States, Canada, and overseas government agencies, private lenders, and financial institutions. We may also conduct negotiations with other mining companies regarding a possible merger or joint ventures to obtain economies of scale and access to capital markets.

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In the past we have generated funding through the private placement sale of restricted stock to accredited investors and through loans. We have now reached our authorized share limit of 800,000,000 shares. Any additional share issuances or sales will require the approval of additional authorized shares by shareholder vote at a shareholders’ meeting. We can offer no assurances that we will be able to increase the number of authorized shares. Failure to increase our authorized shares will limit our ability to raise additional capital. We may, however, continue to receive loans to meet our operating requirements as we have done to date, but there can be no assurances that this will be the case. Although we have preferred shares available for issue, we also can offer no assurances that we will be able to obtain authorization from our existing shareholders to increase our authorized common shares, which would limit our ability to raise capital through the issuance of preferred shares or additional common shares.

Derivative liability

We issued 1,988,599 shares of Series B preferred stock on December 29, 2006 in exchange for debt. During the first quarter of 2007, we issued 461,301 shares of Series B preferred stock for cash from investors and 12,103 shares of Series B preferred stock to 9 employees for services. During the second quarter of 2007 we issued 963,960 shares of Series B preferred stock for cash and for the conversion of debt. A total of 3,425,963 shares of Series B preferred stock have been issued as of June 30, 2007. This preferred stock has conversion rights that allow the holders to convert each Series B preferred share into 250 restricted shares of our common stock if and when there are common shares available to convert. As there are currently no common shares available to convert, and we can offer no assurances as to when and if there will be shares to convert, we have classified these preferred shares as a derivative liability of $3,425,963, 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 the date of issuance ranged from $.008 per share to $.027 per share. If the Series B preferred shares were converted on that same date they would have had a conversion value of $.004 per common share. 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 $6,390,645. As there is no time limit or period designated for the conversion of the preferred shares, the entire amount of the beneficial conversion is taken in the year incurred. The total amount of the derivative liability is $9,816,608. If and when these preferred shares are converted into common stock the entire amount of the derivative liability of $9,816,608 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. The breakdown of the derivative liability is as follows;

Equity

Stockholders equity declined to ($4,589,094) as of June 30, 2007 from $720,486 as of December 31, 2006. This decline was primarily due to 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 prior to June 30, 2007 total stockholders’ equity would have been $5,227,514 for the period ending June 30, 2007.

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Results of Operations

The following sets forth certain information regarding our results of operations for the three and six month periods ending June 30, 2007 compared with the same period in 2006

(a) Three Months Ended June 30, 2007/Three Months Ended June 30, 2006

Revenues. During the three months ended June 30, 2007 and June 30, 2006, we had revenues of $0.

Operating Loss.  Operating losses decreased by $229,356 or 40% to $345,229 for the three months ended June 30, 2007, from $574,585 for the three months ended June 30, 2006.  The decreased loss was primarily due to decrease in our general and administrative expenses.

Exploration and Development Expenses. Exploration and development costs decreased by $5,661 or 15.2% to $31,621 for the three months ended June 30, 2007, from $37,282 for the comparable 2006 period.  Exploration and development costs decreased as a result of the movement from exploration on the C Zone and operation of the pilot plant to commencement of construction on a production plant for which certain costs have been capitalized.

General & Administrative Expenses. General and administrative expense decreased by $221,841 or 40.9% to $ 302,218 for the three months ended June 30, 2007 from $524,059 during the three months ended June 30, 2006.  The decrease in our general administrative expense is primarily attributable to a $98,076 decrease in legal expenses, a $30,000 in accrued salary forgiveness by our Chief Executive Officer, and certain costs that have been capitalized as part of the construction of our C Zone production plant.

Depreciation and Depletion Expenses.  Depreciation and depletion decreased by $1,854 or 14% to $11,390 during the three months ended June 30, 2007 from $13,244 during the same period in 2006.  This decrease was due to the sale and disposal of machinery and equipment and the full depreciation of other assets. 

Interest Expense.  Interest expense for the three-month period ended June 30, 2007 decreased by $23,742 or 53.3% to $20,833 from $44,575 during the same 2006 period.  The decrease was due to the conversion of $1,988,598 of debt and accrued interest to Series B preferred stock during the fourth quarter of 2006, which no longer accrued interest.

Financing costs. During the three month period ended June 30, 2007, we incurred financing costs on the issuance of preferred stock in the amount of $3,407,049. This expense was the result of the sale of 27,000 shares of our Series B preferred stock at a price of $1.00 per share to one person and the conversion of $936,959.88 in debt and accrued interest held by an entity into 936,960 of our Series B shares.  Each Series B share is convertible into 250 shares of our common stock or an aggregate of 240,989,970 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, which reflects a converted cost of $.004 per common share. As this conversion rate was less than the market price on the date of conversion, the difference between the conversion price and market price is multiplied by the number of converted shares with the total being expensed as a financing cost. 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. We are not obligated to allow conversion of the Series B shares until we have sufficient authorized common shares to allow for the conversion, if ever. As there are 4,500,000 shares of Series B convertible stock authorized if we issue any additional Series B preferred stock at a conversion price less than market on the day of issuance we will incur additional financing costs.

Net Loss.  Net loss for the three-month period ended June 30, 2007 increased by $3,158,711 or 515% to $3,771,781 from $613,070 during the same 2006 period.  The increase was due to non-cash financing costs related to the issuance of Series B Convertible Preferred stock Without the inclusion of financing costs, net loss would have decreased by $248,338 or 40.1% to $364,732 during the three-month period ended June 30, 2007 from $613,070 compared to the same period in 2006.

(b) Six Months Ended June 30, 2007/Six Months Ended June 30, 2006

Revenues. During the six months ended June 30, 2007 and June 30, 2006, we had revenues of $0.

Operating Loss.  Operating losses decreased by $186,991 or 17.6% to $877,674 for the six months ended June 30, 2007, from $1,064,665 for the six months ended June 30, 2006.  The decreased loss was primarily due to decrease in general and administrative expenses.

Exploration and Development Expenses. Exploration and development costs increased by $57,188 or 44.4% to $186,005 for the six months ended June 30, 2007, from $128,817 for the comparable 2006 period.  Exploration and development costs increased as a result of the operation of our pilot plant on the C Zone, which we are currently expanding into a full production recovery plant to process ore from our B and C Zones. We also paid $125,000 during the quarter ended March 31, 2007 in connection with a contract with Washington Group International, Inc. for the evaluation of our Buen Futuro Resource and Reserve Report.

General & Administrative Expenses. General and administrative expense decreased by $234,369 or 25.9% to $ 673,060 for the six months ended June 30, 2007 from $907,429 during the six months ended June 30, 2006.  The decrease in our general administrative expense is primarily attributable to a $98,076 decrease in legal expenses, a $30,000 in accrued salary forgiveness by our Chief Executive Officer, and certain costs that have been capitalized as part of the construction of our C Zone production plant.

Depreciation and Depletion Expenses.  Depreciation and depletion decreased by $9,810 or 34.5% to $18,609 during the six months ended June 30, 2007 from $28,419 during the same period in 2006.  This decrease was due to the sale and disposal of machinery and equipment and the full depreciation of other assets. 

Interest Expense.  Interest expense for the six month period ended June 30, 2007 decreased by $54,445 or 62.8% to $32,306 from $86,751 during the same 2006 period.  The decrease was due to the conversion of $1,988,598 of debt and accrued interest to Series B preferred stock during the fourth quarter of 2006.

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Financing costs. During the six month period ended June 30, 2007, we incurred financing costs on the issuance of preferred stock in the amount of $4,402,048. During the first three months of 2007 we sold 461,301 shares of our Series B preferred stock at a price of $1.00 per share to 11 persons and entities and issued 12,103 shares at a price of $1.00 per share to nine employees for a total of 473,404 Series B shares.  During the second three-month period of 2007 we sold 27,000 shares of our Series B preferred stock at a price of $1.00 per share to one person and we converted $936,959.88 in debt and accrued interest held by an entity into 936,960 of our Series B shares.  Each Series B share is convertible into 250 shares of our common stock or an aggregate of 118,351,043 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, which reflects a converted cost of $.004 per common share. As this conversion rate was less than the market price on the date of conversion, the difference between the conversion price and market price is multiplied by the number of converted shares with the total being expensed as a financing cost. 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. We are not obligated to allow conversion of the Series B shares until we have sufficient authorized common shares to allow for the conversion, if ever. As there are 4,500,000 shares of Series B convertible stock authorized if we issue any additional Series B preferred stock at a conversion price less than market on the day of issuance we will incur additional financing costs.

Net Loss.  Net loss for the six-month period ended June 30, 2007 increased by $4,196,347 or 377% to $5,309,580 from $1,113,233 during the same 2006 period.  The increase was due to non-cash financing costs related to the issuance of Series B Convertible Preferred stock and an increase in exploration and development costs related to our Buen Futuro A Zone Property and our B &C Zones exploration and pilot plant. Without the inclusion of financing costs, net loss would have decreased by $235,559 or 21.2% to $877,674 during the six-month period ended June 30, 2007 compared to $1,113,233 for the six month period ended June 30, 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, 2006 as we had a significant working capital deficit as of December 31 2006 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 $2,500,000 pending adequate financing over the next twelve months, in the following areas:

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Our current cash balance of $534,463 as of June 30, 2007 will satisfy our cash requirements for approximately three months as the majority of the cash on hand is reserved for the construction of our C Zone processing plant. If necessary, we intend to raise additional cash by means of debt and equity 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. At the date of this filing, we have not contemplated seeking any protection in bankruptcy and have always been able to resolve our pending liabilities satisfactorily. However, we cannot guarantee that this will always be the case in the future.

We do not know and cannot determine which, if any, of these actions we will be forced to take. f 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 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.

We have yet to produce revenues from our Precambrian properties in eastern Bolivia or our Buen Futuro prospect found in those properties. On October 31, 2006, we began preliminary pilot operations on our C Zone gold deposit on our Precambrian claims in eastern Bolivia. The operation is processing gold bearing material from our C Zone exploration program in order to determine the size of the mineralization and to refine the processes and metallurgy required to expand into production. On June 19, 2007 we announced that we had received a total of $853,000 on our loan agreement with Golden Eagle Mineral Holding, Inc. (“GEMH”) for the funding necessary to expand the Company’s C Zone pilot gold plant into a full-scale production plant. We intend to use the loan proceeds to incrementally expand from its pilot operations up to a production capacity of five hundred cubic meters (approximately 1,000+ tonnes) per day on our C Zone gold project in eastern Bolivia and to cover other corporate obligations and expenses. On June 27, 2007 these loan proceeds were converted into our Series B preferred shares.

Recent Accounting Pronouncements

In February 2006, the Financial Accounting Standards Board (“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.

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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

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.

In February 2007, the FASB issued SFAS No. 159, the fair value option for financial assets and financial liabilites-including an ammendment of FASB statement No. 115. This statement's objective is to improve financial reporting by providing the Company with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This statement is expected to expand the use of fair value measurement, which is consistent with the FASB's long-term measurement objective for accounting for financial instruments. The adoption of SFAS 159 did not have an impact on the Company's financial statements.

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 engineering, mining and geological 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., an international engineering, construction, and management company, to carry out the necessary due diligence work to advise us regarding our Resource and Reserve Report. 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 2007, we have also been performing exploration and feasibility work on the gold mineralization of the C Zone 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. We have commenced construction of a full production processing plant based on the results from our exploration efforts.

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:

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 two annual operating periods or during the first six months of 2007.

Off balance sheet arrangements

None

Item 3. 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 our 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 our disclosure controls and procedures are effective as of June 30, 2007, 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 our 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 our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and our Chief Financial Officer , 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

Turner v. Golden Eagle, Pfeffer, et al: On September 1, 2006, our Chief Executive Officer, Terry C. Turner, as the Plaintiff in a federal district court action, filed a lawsuit 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 us; (d) preventing Defendants from breaching our 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.

On April 11, 2007, as part of our auditor’s confirmation process, our auditor received correspondence from Kevin K. Pfeffer, a former member of our board of directors, threatening to bring a legal action against us and our Chief Executive Officer, Terry C. Turner, for having paid a portion of our existing debt with shares of our Series B preferred stock.  Additionally, Mr. Pfeffer threatened us that he would ask a bankruptcy court to appoint a trustee to force repayment of funds that he loaned to us and legal fees that he expended in the action discussed above; however, in that same correspondence, Mr. Pfeffer states that he would accept preferred stock as payment for all funds owed to him.  We do not believe that Mr. Pfeffer’s claims have any merit or that we could be forced into bankruptcy by the actions that Mr. Pfeffer has threatened against us; however, in the event of any such action that Mr. Pfeffer may take, we would zealously defend ourselves and our Chief Executive Officer against any claims.  Additionally, we would consider counterclaims against Mr. Pfeffer regarding his conduct while serving as a member of our board of directors.

Golden Eagle International, Inc. v. John and Jane Does 1-10, et al: Subsequent to the end of the second quarter, on July 26, 2007, we filed an action in the Federal District Court for the Central District of Utah entitled: Golden Eagle International, Inc. v. John and Jane Does 1-10, aka pseudonyms: “Ann Warren,” “ann_483,” “msbunny2211,” “asyouwishalways,” “markgeorgethe3rd,” “lehrerpj,” “slaphappy25,” “bluebird77-7” and others, Civil Action No. 2:07-CV-00540-TC (D. Utah; 2007). Our suit alleges that Defendants John and Jane Doe 1-10, aka the listed pseudonyms, as well as others to be discovered, are anonymous posters on Yahoo! and Raging Bull’s Internet message boards regarding us (which boards and posters often refer to us by using its trading symbol on the OTC Bulletin Board, “MYNG”), who have maliciously authored and posted outrageous, manipulative, deceptive, denigrating, disparaging, untrue, indecent, obscene, profane, defamatory and libelous comments regarding us, and our officers, for unlawful and tortious purposes. The suit further alleges causes of action which include: a) disparagement, libel and defamation; b) tortious interference with business relations; c) deceptive and manipulative market practices in violation of Section 10b of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated by the SEC; and civil conspiracy. We seek injunctive relief from the Federal Court, as well as consequential and punitive damages. Subpoenas have been served in the case and an in-depth investigation into the identities of the individuals behind the pseudonyms is underway. We, and others, have begun objecting to Yahoo!, Raging Bull and other Internet hosts of message boards regarding every post that contains outrageous, manipulative, deceptive, denigrating, disparaging, untrue, indecent, obscene, profane, defamatory and libelous statements regarding us and our officers that have been posted solely for unlawful and tortious purposes. It is our position that these statements violate the terms of service of Internet message boards and are calculated to deceptively manipulate our markets and maliciously affect our business interests.

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

During the first quarter of 2007, , we sold 461,301 shares of our Series B preferred stock at a price of $1.00 per share to 11 persons and entities and issued 12,103 shares at a price of $1.00 per share to nine employees for a total of 473,404 Series B shares.  Each Series B share is convertible into 250 shares of our common stock or an aggregate of 118,351,043 common shares.  We are not obligated to allow conversion of the Series B shares until we have sufficient authorized common shares to allow for the conversion, if ever. These sales were previously reported on Form 8-K on February 14, 2007 and Form 10-KSB/A on May 2, 2007.

On May 27, 2007, we sold 27,000 Series B Preferred Shares to Douglas Lapp at the price of $1.00 per share or aggregate cash proceeds of $27,000. Each Series B share is convertible into 250 shares of our common stock or an aggregate of 6,750,000 common shares.  We are not obligated to allow conversion of the Series B shares until we have sufficient authorized common shares to allow for the conversion, if ever.

During the course of 2007, we entered into 10 promissory notes with Golden Eagle Mineral Holding, Inc. totaling $936,959.88, including accrued interest, which were due on demand and accrued interest at 8% per annum. On June 27, 2007 Golden Eagle Mineral Holdings made demand on us for those notes; however, on that same date, Golden Eagle Mineral Holdings also agreed to convert its debt into shares of our Series B Contingent Convertible Preferred Stock. On June 27, 2007 we entered into a Series B Contingent Convertible Preferred Stock Subscription Agreement by which we exchanged our Series B preferred stock for $936,959.88 of our debt. Each Series B share is convertible into 250 shares of our common stock or an aggregate of 234,239,970 common shares.  We are not obligated to allow conversion of the Series B shares until we have sufficient authorized common shares to allow for the conversion, if ever.

13

We relied upon the exemption provided by Section (4) 2 of the Securities Act of 1933 for each of the Series B offers and Sales. We believed that Section 4(2) was available because the offer and sale did not involve a public offering. Certificates representing the Series B shares were marked with a legend setting forth the restrictions on transfer of the securities. As of the date of this filing, we are authorized to issue 10,000,000 shares of Preferred Stock with a par value of $.01 per Share. We have designated 4,500,000 of these as the Series B Shares, of which 3,425,963 shares are currently outstanding and held by twenty-four (24) holders (“the Series B Holders”). We are contractually obligated to use our best efforts to amend our articles of incorporation so that the Holders of the 3,425,963 shares of our Series B Preferred stock can convert their shares into an aggregate of 856,490,720 shares of our common stock, should they desire to do so. If and when additional common shares are available and if all Series B preferred shareholders, debenture holders, and convertible note holders convert to common shares we will have a total of 1,683,859,430 common shares outstanding.

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, 2007.

Item 5. Other Information:

Platinum Diversified Mining

On June 4, 2007 we announced that we had signed a non-binding Term Sheet with Platinum Diversified Mining Inc. (“PDM”) on June 2, 2007 for: (a) the sale of our Buen Futuro gold and copper project in eastern Bolivia; (b) a joint venture on our Precambrian Properties; and, (c) an option for the sale of our Gold Bar Mill. Under the agreement we would have been entitled to receive $13.5 million in cash and PDM securities as an initial payment and Gold Bar option fee; $31 million in cash and PDM securities as a production payment from the Buen Futuro project, if and when initiated, as well as warrants to purchase an additional $24 million of PDM stock, and other forms of consideration. In addition, we would have a 40% participation in the joint venture on the Precambrian Properties, to which PDM would contribute the first $5 million for exploration and development. Completion of the transaction was subject to the negotiation and execution of definitive agreements, satisfaction of the conditions set out in the non-binding Term Sheet, as well as other requirements.

On June 27, 2007, we announced that we had received a Notice of Termination of Term Sheet from Platinum Diversified Mining Inc. (“PDM”). PDM indicated that the location of Golden Eagle’s A Zone Buen Futuro project presented obstacles to the possibility for shareholder approval. We consider this transaction to be fully terminated and we now intend to develop our properties as specified in our Plan of Operations detailed above.

Political Developments in Bolivia

On May 1, 2007 Bolivian President Evo Morales signed Presidential Decree 29117 assuring that all mining concessions existing at the time of that Decree will be respected and will remain in effect, including our 136,500-acre Precambrian landholding in eastern Bolivia. That landholding also hosts our smaller C Zone eluvial gold project on which we have operated a pilot recovery plant for the past 7 months testing the mineralized material within the C Zone. The Presidential Decree 29117 of May 1, 2007 also designated all unclaimed mineral resources within the national territory as a Mining Fiscal Reserve to be administered by Bolivia’s national mining company, COMIBOL. As indicated above, this portion of the decree does not interfere in any respect with any mining concession existing at the time of the decree, and in fact reinforces those privately held rights as inviolable.

Shareholders Meeting

We will hold a Special Shareholders’ Meeting on September 14, 2007 and have filed our Definitive Proxy Statement on August 6, 2007 on the SEC’s EDGAR website found at www.sec.gov, as well as having mailed our Notice of a Special Meeting of Shareholders, Proxy Statement and Proxy Solicitation to our shareholders.

14

Item 6. Exhibits:

Exhibits required by Item 601 of Regulation SB

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)

15

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:

16

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

I, Tracy A. Madsen, certify that:

17

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-QSB for the period ended June 30, 2007, 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:

Date: August 16, 2007

/s/ Terry C. Turner

Terry C. Turner
President and Principal Executive Officer

18

EXHIBIT 32.2

CERTIFICATION PURSUANT TO18
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-QSB for the period ended June 30, 2007, 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:

Date: August 16, 2007

/s/ Tracy A. Madsen

Tracy A. Madsen
Principal Financial Officer

19

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)

Note A – Basis of Presentation

The accompanying financial statements are unaudited. However, in our opinion, the accompanying financial statements reflect all adjustments, consisting of only normal recurring adjustments, necessary for fair presentation. Interim results of operations are not necessarily indicative of results for the full year. These financial statements should be read in conjunction with our Annual Report on Form 10-KSB for the year ended December 31, 2006.

Except for the historical information contained in this Form 10-QSB, this Form contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed in this Report. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Report and any documents incorporated herein by reference, as well as the Annual Report on Form 10-KSB for the year ended December 31, 2006.

Note B — Organization and Nature of Business

For a complete description of our mineral prospects and the organization and nature of our business, please see our Form 10-KSB for the year ended December 31, 2006.

Going Concern Considerations

The 2006 audit opinion included an explanatory paragraph from our auditors indicating a substantial doubt about our ability to continue as a going concern. The accompanying financial statements have been presented assuming Golden Eagle will continue as a going concern, which contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. We had a working capital deficit as of June 30, 2007 and have incurred substantial losses since our inception. We presently have no production having suspended operations at the Cangalli mine. We have been operating a pilot processing plant on our C Zone property in eastern Bolivia’s Precambrian Shield. The purpose of the pilot plant is to process gold bearing ore obtained from our exploration of our C Zone project and to refine our recovery processes. On June 19, 2007 we announced that we had received a total of $853,000 of the $1,000,000 loan commitment from Golden Eagle Mineral Holding, Inc. (“GEMH”) for the funding necessary to expand the Company’s C Zone pilot gold plant into a full-scale production plant. We intend to use the loan proceeds to incrementally expand from its pilot operations up to a production capacity of five hundred cubic meters (approximately 1,000+ tonnes) per day on the Company’s C Zone gold project in eastern Bolivia and to cover other corporate obligations and expenses. On June 27, 2007 these loan proceeds were converted into our Series B preferred shares. In order to commence full-scale operations on our C zone prospect in eastern Bolivia, begin construction on a new or relocated plant on our A Zone or whether we resolve the issues affecting our Cangalli operation, we will require significant additional financing. Unless we successfully obtain suitable significant additional financing arrangements or generate significant additional income, there is substantial doubt about our ability to continue as a going concern. Our plans to address these matters include private placements of stock in reliance on exemptions to registration found in Sections 4(2) and 4(6) of the Securities Act of 1933; obtaining short-term loans; seeking suitable joint venture relationships; and commencing mining operations at claims we own or on properties we may acquire. Our financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

Reclassifications

Certain amounts for the three months ended June 30, 2006 have been reclassified to conform to the June 30, 2007 presentation. These reclassifications were not material to the financial statements. During the six months ended ended June 30, 2007 we classified $143,689 of exploration and development costs as a deferred asset until such time as we enter into production and these costs will be amortized. This deferred asset is included under the classification of mineral properties. While it is our policy to only capitalize exploration and development costs on properties which have proven or probable reserves, we believe that the Buen Futuro property has reached a mineralization level which we believes justifies the capitalization of certain exploration and development costs.

F-4

Note C - (Loss) Per Share

The computation of basic earning (loss) per common share is based on the weighted average number of shares outstanding during each year.

The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the year plus the common stock equivalents, which would arise from the conversion of preferred stock to common stock and from the exercise of stock options and warrants outstanding using the treasury stock method and the average market price per share during the year. No options or warrants to purchase common shares were outstanding at June 30, 2007 and 2006.

Note D – Issuance of Series B Convertible Preferred Stock

During the quarter ended March 31, 2007, we raised $461,301 from the sale of 461,301 shares of our Series B Convertible Preferred Stock to accredited investors (including some existing shareholders and other related and unrelated parties), pursuant to the exemptions from registration found in Sections 4(2) and 4(6) of the Securities Act of 1933. We also issued 12,103 shares of Series B Convertible Preferred Stock to eight employees in Bolivia and one employee in the United States valued at $12,103. Each preferred share is convertible into 250 common shares if and when additional common shares are available.

On May 27, 2007, we sold 27,000 Series B Preferred Shares to Douglas Lapp at the price of $1.00 per share or aggregate cash proceeds of $27,000. Each Series B share is convertible into 250 shares of our common stock or an aggregate of 6,750,000 common shares.  We are not obligated to allow conversion of the Series B shares until we have sufficient authorized common shares to allow for the conversion, if ever.

During the course of 2007, we entered into 10 promissory notes with Golden Eagle Mineral Holding, Inc. totaling $936,959.88, including accrued interest, which were due on demand and accrued interest at 8% per annum. On June 27, 2007 Golden Eagle Mineral Holdings made demand on us for those notes; however, on that same date, Golden Eagle Mineral Holdings also agreed to convert its debt into shares of our Series B Contingent Convertible Preferred Stock. On June 27, 2007 we entered into a Series B Contingent Convertible Preferred Stock Subscription Agreement by which we exchanged 936,960 shares of our Series B preferred stock for $936,959.88 of our debt. Each Series B share is convertible into 250 shares of our common stock or an aggregate of 234,239,970 common shares.  We are not obligated to allow conversion of the Series B shares until we have sufficient authorized common shares to allow for the conversion, if ever.

F-5

We relied upon the exemption provided by Section (4) 2 of the Securities Act of 1933 for each of the Series B offers and Sales. We believed that Section 4(2) was available because the offer and sale did not involve a public offering. Certificates representing the Series B shares were marked with a legend setting forth the restrictions on transfer of the securities. As of the date of this filing, we are authorized to issue 10,000,000 shares of Preferred Stock with a par value of $.01 per Share. We have designated 4,500,000 of these as the Series B Shares, of which 3,425,963 shares are currently outstanding and held by twenty-four (24) holders (“the Series B Holders”). We are contractually obligated to use our best efforts to amend our articles of incorporation so that the Holders of the 3,425,963 shares of our Series B Preferred stock can convert their shares into an aggregate of 856,490,720 shares of our common stock, should they desire to do so. If and when additional common shares are available and if all Series B preferred shareholders, debenture holders, and convertible note holders convert to common shares we will have a total of 1,683,859,430 common shares outstanding.

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

Cash and cash equivalents include cash and short-term investments with original maturities of three months or less. Non-cash investing and financing transactions during the periods consist of the following:

Cash paid for interest for the six months ended June 30, 2007 and 2006 was $16,193 and $13,360 respectively.

Note F – Notes Payable

We have notes payable totaling $724,734 as detailed below:

F-6

F-7

Note G – Derivative liability

We issued 1,988,599 shares of Series B preferred stock on December 29, 2006 in exchange for debt. During the first quarter of 2007, we issued 473,404 shares of Series B preferred stock for cash and to employees. During the second quarter of 2007 we issued 963,960 shares of Series B preferred stock for cash and for the conversion of debt. A total of 3,425,963 shares of Series B preferred stock have been issued as of June 30, 2007. This preferred stock has conversion rights that allow the holders to convert each Series B preferred share into 250 restricted shares of our common stock if and when there are common shares available to convert. As there are currently no common shares available to convert, and we can offer no assurances as to when and if there will be shares to convert, we have classified these preferred shares as a derivative liability of $3,425,963, 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 the date of issuance ranged from $.008 per share to $.027 per share. If the Series B preferred shares were converted on that same date they would have had a conversion value of $.004 per common share. 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 $6,390,645. As there is no time limit or period designated for the conversion of the preferred shares, the entire amount of the beneficial conversion is taken in the year incurred. The total amount of the derivative liability is $9,816,608. If and when these preferred shares are converted into common stock the entire amount of the derivative liability of $9,816,608 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. The breakdown of the derivative liability is as follows:

F-8

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