SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

September 30, 2008

[ ] Transition report pursuant to 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 registrant 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 a large accelerated filier, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer and “smaller reporting company” in rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

|_| Yes |X| No

At November 19, 2008, there were 1,959,903,863 shares of common stock outstanding and 113,334 shares of Series B Preferred Stock outstanding.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

The unaudited Financial Statements for the three months ended September 30, 2008 are attached hereto and incorporated by reference 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

Golden Eagle International, Inc. is referred to herein as “we”, “our” or “us”.

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, 2007. 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:

Overview

We are engaged in minerals industry related operations in Bolivia and in the state of Nevada in the U.S., from which we seek to generate revenues, income and cash flows from the sale of gold and copper. We have generated no revenues since approximately November 2004, with the exception of income generated through contract maintenance work at the Jerritt Canyon gold mill located 50 miles north of Elko, Nevada during September 2008, and subsequently. Since inception, our operations have been severely impacted from a lack of working capital and financing and further impacted from cost and time delays due to the remote location of our Bolivian properties and our Bolivian operations being more than 4,000 miles from our corporate offices.

From our inception, we have been unprofitable. Additionally, we received revenues of approximately $3,109,000 during the years 2002 through 2004, and no revenues since the second quarter of 2004, except those indicated above that we received from contract maintenance work at the Jerritt Canyon mill in Nevada. We have financed our operations through debt and equity placements to accredited investors. These private placements have allowed us to finance production at our Cangalli claims from our fourth quarter of 2002 through our second quarter of 2004, to acquire and maintain our other prospects, and to meet our administrative obligations. Because of our working capital shortages and lack of cash flow from operations, we have at times encountered difficulties in meeting our obligations to pay our bills on a timely basis.

Any future financing will be used to: (a) maintain the infrastructure at our C Zone operations in eastern Bolivia; (b) continue exploration and feasibility studies on our A Zone claims in eastern Bolivia; (c) support our contract maintenance work at the Jerritt Canyon gold mill in central Nevada; and (d) to maintain our corporate obligations. Our current working capital deficit will likely require that we defer some of our obligations until we are more adequately financed.

Assets

As of September 30, 2008, we had total net assets of $6,273,316 compared to total assets of $5,749,479 as of December 31, 2007 representing a $523,837 or a 9% increase in our net assets. These assets include current assets, such as cash, prepaid expenses and accounts receivable. Our current assets increased to $124,628 as of September 30, 2008 from $96,791 as of December 31, 2007.

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 affect our operations and potential revenues. These commitments are:

1.     Our accounts payable and accrued expenses of $273,664, which include trade payables and general obligations. These obligations will either become due within the next month, are currently due, or are in some cases more than 90 days past due. The increase in accounts payable is primarily related to wages for our employees located at the Jerritt Canyon mill site in central Nevada for the month of September 2008. These September 2008 wages were paid in October 2008. Additionally we had deferred wages of $148,942 payable to our other employees as of September 30, 2008.

2.     We have notes payable, including:

3.     A debenture payable to a shareholder, Aloha Holdings, Inc., in the amount of $249,000, which bears interest at 7% per annum, matured on May 2, 2007, and is convertible into our common stock at $0.025 per share. Aloha Holdings, Inc.'s principal shareholder/officer, Mark Delong, passed away during the first quarter of 2007. We have elected to extend the maturity date of this note to May 2, 2009. We are currently in default on this note and as of September 30, 2008 we owe $8,103 in accrued interest.

4.     As of September 30, 2008, we have we have 10 Convertible Debentures outstanding totaling $251,000. Each of these debentures carries an interest rate of 8% per annum payable at maturity and matures two years from the date of the debenture. Each debenture, and its accrued interest, is convertible into restricted shares of our common stock at any time by the holder of the debenture. If converted into restricted common stock, the conversion shall be at 50% of the average closing price of our common stock for the five trading days prior to the date of the debenture, or 50% of the average closing price for our common stock for the five trading days prior to the notice of conversion within the first 120 days immediately following the purchase of the debenture, whichever is less provided that the minimum conversion price is not less than $.002 per share. During the three-month period ending June 30, 2008 we entered into six Debenture Agreements totaling $164,500. During the three-month period ending September 30, 2008 we entered into an additional nine Debenture Agreements totaling $199,000. On September 19, 2008, five Convertible Debenture holders converted $112,500 in debenture principal plus $2,943 in accrued interest into 50,192,604 shares of our restricted common stock at $.0023 per share. As these debentures carry a conversion rate that is less than market rate the rules of beneficial conversion apply. The difference between the conversion rate and the market rate is classified as a discount on the note and accreted over the term of the debenture, which in this case is 24 months. The face amount of the outstanding debentures is $251,000. On the balance sheet they have been discounted by $208,380 to $42,620. The discounted amount is accreted over the twenty-four month period or in its entirety if the debenture is converted during the term. For the three month period ended September 30, 2008, $136,334 has been accreted to financing costs.

5.     Our obligation to pay accrued interest on Items 1-4 in the amount of $39,961. Interest on these notes is expensed each quarter and accrued.

6.     On May 1, 2008, we entered into an agreement with Golden Eagle Mineral Holdings, Inc. ("GEMH") whereby GEMH agreed that if we needed additional common shares over and above our authorized limit due to a conversion by any of the above debenture holders, GEMH would return sufficient common shares to our treasury so that we could satisfy the conversion. In such event, GEMH would then receive the value of those common shares in any series of our preferred shares with full voting rights pursuant to the designation of the series of preferred shares, until such time as additional common shares were authorized and those preferred shares held by GEMH were convertible into common. As of September 30, 2008 we have not requested the return of any common shares under this agreement.

7.     Our obligation for monthly lease payments of $1,563 per month for our Salt Lake City, Utah office, which terminates on July 31, 2009. We have the option of canceling the remaining lease by paying of one additional month's rent. Additionally, we have an obligation to make monthly lease payments of $500 per month for our Santa Cruz, Bolivia office until December 31, 2008. We were also obligated to pay $165 per month for our Santa Cruz, Bolivia warehouse rent on a month-to-month basis.

8.     Our obligation to pay to the Bolivian government mining claim fees for 2009 through 2013. We paid the 2008 claim fees in February of 2008. The claim fees on our Buen Futuro and Cangalli claims for the next five years, beginning in February of 2008, are approximately $118,000 per year. The claim fee for 2009 will be due in February of 2009.

9.     Our commitment to make $2 million in production expenditures for the Buen Futuro prospect by November 23, 2005. Because we were not in production by that date, we have paid a penalty of $3,000 per month and must continue to do so until we are in production at Buen Futuro. We were also required to pay a consulting fee of $3,000 per month in cash and $2,000 per month in common stock to the seller of the property as a consulting fee until May 31, 2008. As of June 30, 2008, we owed $33,000 in production penalties, $19,000 in management fees payable in cash which are included in our accounts payable. Additionally, we owe $10,000 in management fees payable in stock to Dr. Michael Biste, one of the co-sellers of the property.

10.     Our obligation incurred in connection with the acquisition of the Buen Futuro prospect to spend $1 million in exploration over the three-year period ending December 12, 2006. We believe our expenditures of $699,000 in the region qualify to be applied against this obligation, leaving a remaining obligation of $301,000.

11.     Our commitment to recommence production in the Tipuani Gold District with an expected approximate cost of $500,000. We are under no contractual obligation to resume mining at Cangalli or in the Tipuani Valley.

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

Costs to maintain our properties have higher priority than other current capital requirements. As a result, we have delayed payment to some of our other creditors.

We have ongoing financing requirements pertaining to constructing the infrastructure necessary to continue our operations in the C Zone on our Precambrian properties, and then to later initiate operations on the A Zone Buen Futuro project. We no longer intend to move our Gold Bar mill and plant from Nevada to Bolivia; we will attempt to sell that asset or enter into a joint venture or toll refining arrangement regarding its operation.

Should we be unable to obtain the necessary funding from the sale of the Gold Bar Mill or from accredited investors, industry participants, or other sources, we will be forced to negotiate extensions in certain of our obligations or take other actions to protect our interest in our properties. Historically, we have financed our capital requirements 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 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. We cannot offer any assurances that we will be able to obtain the financing that we require to continue our planned operations.

Equity

Stockholders’ equity increased to $5,134,978 as of September 30, 2008 from $4,665,738 as of December 31, 2007 representing a $469,240, or a 10% increase in stockholders’ equity. This stockholders’ equity increase was primarily due to private placements of our common stock, conversion of debentures for common stock, and the conversion of notes payable to common stock during the three quarters ending September 30, 2008.

Results of Operations

The following sets forth certain information regarding our results of operations for the three-month and nine-month periods ending September 30, 2008 compared with the same periods in 2007.

(a) Three Months Ended September 30, 2008/Three Months Ended September 30, 2007

Revenues.   During the three months ended September 30, 2008 we generated revenues of $55,518 compared to $0 in revenue during the same 2007 period representing a $55,518 or 100% increase in revenues. Revenues generated during the three-month period ending September 30, 2008 were from our contract with Queenstake Resources USA, Inc. (“Queenstake”) for maintenance operations at the Jerritt Canyon gold mill in central Nevada. During the month of September 2008, we had approximately 12 employees working on-site at the Jerritt Canyon mill performing maintenance duties for which we invoiced Queenstake $55,518. We also began mining and processing ore at our recently constructed processing plant at the C Zone on our Precambrian properties. No sales of gold however were recorded during the three-month period ending September 30, 2008.

Operating Loss.  Operating losses decreased by $43,413 or 14% to $256,021 for the three months ended September 30, 2008, from $299,434 for the three months ended September 30, 2007.  The decreased loss was primarily due to revenues from our Jerritt Canyon mill operations and a decrease in general and administrative expenses.

Production Costs. During the three-month period ending September 30, 2008 we had production costs of $51,405 related to employee expenses at our Jerritt Canyon mill operations. During September 2008 we had approximately 12 employees on site performing maintenance duties in accordance with our contract with Queenstake. During the corresponding 2007 period we recorded no production costs. 

Exploration and Development Expenses. Exploration and development costs increased by $1,131, or 3%, to $36,806 for the three months ended September 30, 2008, from $35,675 for the comparable 2007 period.  Exploration and development costs increased as a result of activity related to the construction of our C Zone processing mill.

General & Administrative Expenses. General and administrative expenses decreased by $35,024, or 14%, to 218,065 for the three months ended September 30, 2008, from $253,089 during the three months ended September 30, 2007.  The decrease in our general administrative expense is primarily attributable to the reduction in payroll costs as a result of a decrease in the number of administrative employees.

Depreciation and Depletion Expenses.  Depreciation and depletion decreased by $5,408 to $5,262 during the three months ended September 30, 2008, from $10,670 during the same period in 2007.  This decrease was due to the previous sale and disposal of machinery and equipment and the full depreciation of other assets. 

Interest Expense.  Interest expense for the three-month period ended September 30, 2008 increased by $9,301 to $20,684, from $11,383 during the same 2007 period.  The increase was due to an increase in penalty interest incurred and additional interest on debentures during the quarter ending September 30, 2008

Financing costs. During the three-month period ended September 30, 2008, we incurred $136,334 in financing costs, from $249,141 for the same 2007 period, representing a decrease of $112,807 or 45%. Of the 2008 $136,334 amount, $9,021 was related to a convertible note payable. As the conversion price of the note was less than the market price of the stock on the date of the note, we have discounted the note and amortized $9,021 in financing costs during the quarter ended September 30, 2008. We incurred an additional $127,313 in financing costs during this three-month period as a result of the issuance and conversion of convertible debentures as described in Item 1. Capital Expenditures and Requirements No. 4. As these debentures carried a conversion rate that is less than market rate the rules of beneficial conversion apply. The difference between the conversion rate and the market rate is classified as a discount on the note and accreted over the term of the debenture, which in this case is 24 months. Additionally, $112,500 in convertible debentures was converted to common stock during the period which caused us to fully accrete the remaining discount. The accreted amount was classified as a financing cost.

Net Loss.  Net loss for the three-month period ended September 30, 2008 decreased by $173,062or 31% to $381,562 from $554,624 during the same 2007 period.  The decrease was primarily due to a $35,024 decrease in general and administrative expenses and an $112,807 in financing costs.

(b) Nine Months Ended September 30, 2008/Nine Months Ended September 30, 2007

Revenues.   During the nine months ended September 30, 2008 we generated revenues of $55,518 compared to the corresponding 2007 period during which we had no revenues. . Revenues generated during the nine-month period ending September 30, 2008 were from our contract with Queenstake discussed previously. During the month of September 2008 we had approximately 12 employees working on site at the Jerritt Canyon gold mill performing maintenance duties for which we invoiced Queenstake $55,518. We also began mining and processing ore at our recently constructed processing plant at the C Zone on our Precambrian properties. No sales of gold, however, were recorded during the nine-month period ending September 30, 2008.

Operating Loss.  Operating losses decreased by $215,033 or 18% to $962,074 for the nine months ended September 30, 2008, from $1,177,107 for the nine months ended September 30, 2007.  The decreased loss was primarily due to decreases in our exploration and development and general and administrative expenses and from revenues generated from our Jerritt Canyon mill operations.

Production Costs. During the nine-month period ending September 30, 2008 we had production costs of $51,405 related to employee expenses at our Jerritt Canyon mill operations. During September we had approximately 12 employees on site performing maintenance duties in accordance with our contract with Queenstake. During the corresponding 2007 period we recorded no production costs. 

Exploration and Development Expenses. Exploration and development costs decreased by $70,958 or 32% to $150,721 for the nine months ended September 30, 2008, from $221,679 for the comparable 2007 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 construction of the C Zone production mill for which certain costs have been capitalized. Additionally, we paid $125,000 to a consultant during the first quarter of 2007 for an evaluation of our A Zone Buen Futuro feasibility report.

General & Administrative Expenses. General and administrative expenses decreased by $126,923, or 14%, to $799,226 for the nine months ended September 30, 2008, from $926,149 during the nine months ended September 30, 2007.  The decrease in our general administrative expense is primarily attributable to a decrease in our number of administrative employees and a reduction in bonus costs payable in stock.

Depreciation and Depletion Expenses.  Depreciation and depletion decreased by $13,040 to $16,239 during the nine months ended September 30, 2008, from $29,279 during the same period in 2007.  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 nine-month period ended September 30, 2008 increased by $42,141, or 96%, to $85,830 from $43,689 during the same 2007 period.  The increase was due to penalty interest for notes in default and to interest accrued on debentures and notes payable which were added during the second and third quarters.

Financing costs. During the nine months ended September 30, 2008, we incurred $176,569 in financing costs compared to $4,651,189 during the same period in 2007. Financing costs are non cash expenses that reflect the beneficial price of a convertible security that is issued at a below market rate. The financing costs in 2007 were the result of the issuance of Series B Preferred stock with a conversion price less than market price The financing costs incurred during 2008 included $36,024, related to a convertible note payable to Burns, Figa & Will. As the conversion price of the note was less than the market price of the stock on the date of the note we have discounted the note to $9,021 and amortized $36,024 in financing costs during the nine months ended September 30, 2008. We incurred an additional $140,545 in financing costs during this nine month period as a result of the issuance of convertible debentures as described in Item 1. Capital Expenditures and Requirements no. 4. As these debentures carried a conversion rate that is less than market rate the rules of beneficial conversion apply. The difference between the conversion rate and the market rate is classified as a discount on the note and accreted over the term of the debenture, which in this case is 24 months. Included in the total amount of financing costs for the period was the full accretion of the discount on $112,500 in convertible debentures which were converted into common stock in September of 2008.

Net Loss.  Net loss for the nine-month period ended September 30, 2008 decreased by $4,768,095 to $1,096,108 from $5,864,203 during the same 2007 period.  The decrease was due to $55,518 in revenue, a $159,515 decrease in operating expenses, and a $4,768,095 decrease in financing costs.

Liquidity and capital resources

Our auditors have issued a going concern opinion on our audited financial statements for the fiscal year ended December 31, 2007 as we had a significant working capital deficit and we had substantial losses since our inception. These and other matters raise substantial doubt about our ability to continue as a going concern. Due to our working capital deficit of $886,059at September 30, 2008 and $816,944 at December 31, 2007, we are unable to satisfy our current cash requirements for any substantial period of time through our existing capital. We anticipate total operating expenditures of approximately $2,300,000 pending adequate financing over the next twelve months, in the following areas:

Our cash balance of $8,157 as September 30, 2008 is insufficient to meet these planned expenses. In order to continue to pay our expenses, 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 above 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 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. If any of these foregoing events occur, investors could lose their entire investment in our shares.

No Revenues from our Bolivian operations.

We have had no revenues from our Bolivian operations since June 2004 when we were forced to cease production from our Cangalli prospect due to a local farmer’s strike that closed all access roads and legal issues unassociated with our operations that resulted from the failure of the previous owner of our property 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 completed the first phase of construction of the C Zone recovery plant and began limited plant operations on June 26, 2008. While we did produce a small amount of gold concentrates during the quarter ending September 30, 2008 we did not sell any gold and we did not generate any revenue from operations during the quarter

Recent Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 160, NONCONTROLLING INTERESTS IN CONSOLIDATED FINANCIAL STATEMENTS – AN AMENDMENT OF ARB NO. 51. This statements objective is to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require ownership interests in the subsidiaries held by parties other than the parent be clearly identified. The adoption of SFAS 160 did not have an impact on the Company’s financial statements.

In December 2007, the FASB issued SFAS No. 141 (revised), BUSINESS COMBINATIONS. This revision statements objective is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its effects on recognizing identifiable assets and measuring goodwill. The adoption of SFAS 141 (revised) did not have an impact on the Company’s financial statements.

SFAS No. 161   In March 2008, the FASB issued Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities (“SFAS 161”), which is effective January 1, 2009. SFAS 161 requires enhanced     disclosures about derivative instruments and hedging activities to allow for a better understanding of their effects on an entity’s financial position, financial performance, and cash flows. Among other things, SFAS 161 requires disclosures of the fair values of derivative instruments and associated gains and losses in a tabular formant. SFAS 161 is not currently applicable to the Company since the Company does not have derivative instruments or hedging activity. 

SFAS No. 162   In May 8, 2008, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 162, The Hierarchy of Generally Accepted Accounting Principles, which will provide framework for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles (GAAP) for nongovernmental entities. With the issuance of SFAS No. 162, the GAAP hierarchy for nongovernmental entities will move from auditing literature to accounting literature.  The Company is currently assessing the impact of SFAS No. 162 on its financial position and results of operations.

SFAS No. 163   The FASB has issued Statement of Financial Accounting Standards No. 163, Accounting for Financial Guarantee Insurance Contracts. SFAS No. 163 clarifies how SFAS No. 60, Accounting and Reporting by Insurance Enterprises, applies to financial guarantee insurance contracts issued by insurance enterprises, and addresses the recognition and measurement of premium revenue and claim liabilities. It requires expanded disclosures about contracts, and recognition of claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also requires disclosure about (a) the risk-management activities used by an insurance enterprise to evaluate credit deterioration in its insured financial obligations, and (b) the insurance enterprise’s surveillance or watch list. The Company is currently evaluating the impact of SFAS No. 163.

Plan of Operations

(1)     As part of our program of diversification into central Nevada, on October 14, 2008 we entered into a preliminary agreement with Queenstake Resources USA, Inc. (“Queenstake”) to perform certain maintenance and other activities at the Jerritt Canyon mill located 50 miles north of Elko, Nevada. We also have other pending commitments with Queenstake that are contingent upon certain conditions precedent. Beginning in September 2008, we have had approximately 14 employees on site at the Jerritt Canyon mill performing plant maintenance and other functions.

(2)     We intend to further diversify our operations in Nevada with respect to our Gold Bar mill located approximately 100 miles south of Elko, Nevada and 25 miles northwest of Eureka, Nevada, by entering into operating agreements, joint ventures or financing arrangements with other mining companies in the region to the extent that those opportunities become available to us.

(3)     During 2007 we completed exploration and feasibility work on the gold mineralization of the C Zone of our Precambrian properties in eastern Bolivia. The C Zone gold project is located approximately 5 kilometers (3.1 miles) from our A Zone Buen Futuro gold and copper project. Additionally, between 2006 and 2007 we operated a pilot plant on the C Zone, which we used to refine the metallurgical process on the mineralization in the Zone. During September of 2007, as a result of environmental issues, we moved the location of our production mill from the pilot plant location approximately 700 meters (2,300 feet) to eliminate the potential impact on a nearby marshland and to permit the potential capacity of our plant to increase to 2,000 tpd from the original 1,000 tpd of our original plant design. On November 30, 2007, we held a successful public hearing which cleared the last regulatory hurdle in order to commence construction on the new production plant. At approximately the same time we began experiencing torrential rains in the area that far exceeded the normal rainfall. Local meteorologists referred to this severe rainfall as the “100-year rains.” These rains severely limited our ability to complete construction on the mill due to the conditions of the roads in the region and our ability to pour concrete until June of 2008. We commenced recovery plant operations on June 26, 2008.

However, beginning in July through October 2008, many of the residents of five eastern Bolivia departments or states (Santa Cruz, Pando, Beni, Tarija and Sucre) began a campaign of civil unrest to push for more autonomy for those departments from Bolivia’s central government located in the city and department of La Paz in western Bolivia. This civil unrest took the form of protest marches and road blockades, which on some occasions became violent. The movement of commerce on the roads in these departments was paralyzed during the period of unrest. As a result, our operations at the C Zone were also paralyzed for lack of diesel fuel and other critical supplies. Once the road blockades lifted, Bolivia immediately began to experience a scarcity of diesel fuel throughout the country, but more acutely in the eastern departments that had participated in the autonomy protests. Through the date of the filing of this report, we have only been able to get small lots of diesel fuel, which have allowed us to carry out a simple maintenance program at our C Zone operations.

On September 11, 2008 the U.S. Ambassador to Bolivia was declared persona non grata and on September 14, 2008 was expelled from Bolivia. Subsequently, the U.S. Drug Enforcement Administration (DEA), the U.S. Agency for International Development (USAID) and the Central Intelligence Agency (CIA) have also been expelled from Bolivia. The Peace Corps and several other U.S. affiliated groups have voluntarily left Bolivia in light of current circumstances.

Bolivia’s current administration has also enacted new taxes associated with the Bolivia Mining Code that we believed would be rescinded within the past sixth month period due to social pressure from the strong mining interests in western Bolivia, or would be invalidated by the Bolivian Supreme Court due to the manner in which the Mining Code was legislatively modified. However, as of the date of the filing of this report it appears that those changes will not be rescinded or invalidated. New taxes were added to the existing tax regimen and those taxes were changed from being deductible against gross revenues to not being deductible. The complete mining tax structure is the following:

Our analysis is that Bolivia’s current mining tax structure, at current international prices for gold, effectively levies a 35.5% (32.5% if gold is sold in Bolivia) non-deductible (if the international price for gold is above $400 per troy ounce) assessment on gross revenues before any costs may be paid. Once a net revenue number has been reached after all permissible costs have been paid, then we must pay the 25% Net Income Tax. If we desire to remit any of the remaining profits to Golden Eagle as the U.S. parent company, we have an additional 12.5 % Remittance Tax.

Given the recent civil unrest (and likelihood that it may arise in some form in the future), shortages of diesel fuel (which the Bolivian government states will not be resolved until late 2009) and Bolivia’s current public policy on mining taxes, we have temporarily suspended our operations in Bolivia as of the date of the filing of this report to analyze our best course of action for the future there.

(4)     We are continuing to study the best means of further developing the potential of the A Zone Buen Futuro gold and copper project on our Precambrian properties. During most of 2007 and 2008 we pursued this development by obtaining third party advice regarding our feasibility and exploration studies by a major independent mining and engineering firm, Washington Group International, Inc. In February 2007 we entered into an agreement with Washington Group International, Inc. (www.wgint.com) to carry out the necessary due diligence work to advise us regarding our feasibility studies. In the future we intend to begin securing final environmental permitting and any additional surface land acquisitions that may be required as long as our long term analysis of the situation in Bolivia concludes that further development is in our best interests. Additional feasibility work is also dependent on our ability to raise sufficient funds to pay our consultants and contractors.

(5)     Finally, we are also analyzing whether to maintain our Cangalli and Tipuani Valley properties in light of recent events and Bolivia’s public taxing policies. However, no efforts have been made, or 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 and on our diversification program in central Nevada.

All of the foregoing, and related plans stated below, are contingent upon receiving a substantial amount 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:

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 on our Precambrian prospects or central Nevada milling possibilities; 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 2008. We have, however, seen a significant increase in the cost of diesel fuel, when we have been able to obtain fuel in Bolivia. Such fuel cost increases will impact our operations as we ramp up mining and recovery operations. We have been informed by our contract miner that they intend to increase costs above that which was originally quoted to recover the increased cost of fuel. We are currently evaluating the impact of these fuel cost increases on our projected income.

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 September 30, 2008, the end of the period covered by this report.

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

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

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

(a) Common Stock

On September 19, 2008 five of our debenture holders elected to convert their Convertible Debentures into our restricted common stock in accordance with the terms of their debenture agreements. Additionally, On September 23, 2008 a holder of a convertible note payable also elected to convert a portion of their note to common stock. The details of these conversions are as follows;

On September 19, 2008, we issued 11,155,552 shares of our restricted common stock to Sandra Dosdall in exchange for a convertible debenture totaling $25,000 plus $657.77 in accrued interest in accordance with the terms of the Debenture Agreement dated May 21, 2008. The conversion was executed at $.0023 per share.

On September 19, 2008 we issued 11,150,761 shares of our restricted common stock to the Alfred O. Brehmer Trust in exchange for a convertible debenture totaling $25,000 plus $646.75 in accrued interest in accordance with the terms of the Debenture Agreement dated May 23, 2008. The conversion was executed at $.0023 per share.

On September 19, 2008 we issued 8,355,891 shares of our restricted common stock to The Shirley Company in exchange for a convertible debenture totaling $18,750 plus $468.55 in accrued interest in accordance with the terms of the Debenture Agreement dated May 27, 2008. The conversion was executed at $.0023 per share.

On September 19, 2008 we issued 8,355,891 shares of our restricted common stock to Harold Gordon in exchange for a convertible debenture totaling $18,750 plus $468.55 in accrued interest in accordance with the terms of the Debenture Agreement dated May 27, 2008. The conversion was executed at $.0023 per share.

On September 19, 2008 we issued 11,174,509 shares of our restricted common stock to Andrew P. Vander Ploeg in exchange for a convertible debenture totaling $25,000 plus $701.37 in accrued interest in accordance with the terms of the Debenture Agreement dated August 12, 2008. The conversion was executed at $.0023 per share.

On September 23, 2008 we issued 3,750,000 shares of our restricted common stock to Burns, Figa & Will in exchange for a $15,000 principal reduction on a convertible promissory note dated February 6, 2007. The conversion was executed at $.004 per share.

In every issuance or sale described above 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 offers and sales did not involve a public offering, there was no general solicitation or general advertising involved in the offers or sales and the purchasers were accredited investors. We placed restrictive legends on the certificates representing these securities, if converted, stating that the securities are not registered under the Securities Act and are subject to restrictions on their transferability and resale.

(b) Convertible Debentures

During the three month period ending June 30, 2008 we entered into six Convertible Debenture Agreements and issued six Convertible Debentures totaling $164,500 which were reported in Form 10-Q dated June 30, 2008. During the three month period ending September 30, 2008, we entered into an additional $199,000 convertible debentures. Each of these debentures carry an interest rate of 8% per annum payable at maturity and mature two years from the date of the debenture. Each debenture, and its accrued interest, is convertible into restricted shares of our common stock at any time by the holder of the debenture. If converted into restricted common stock, the conversion shall be at 50% of the average closing price of our common stock for the five trading days prior to the date of the debenture, or 50% of the average closing price for our common stock for the five trading days prior to the notice of conversion within the first 120 days immediately following the purchase of the debenture, whichever is less provided that the minimum conversion price is not less than $.002 per share. We entered into the following Convertible Debentures during the quarter ending September 30, 2008.

On July 3, 2008, we entered into a convertible debenture agreement with Andrew P. Geiss in the amount of $25,000 maturing on May 16, 2010.

On July 7, 2008, we entered into a convertible debenture agreement with The John R. Saunders Trust in the amount of $50,000 maturing on July 7, 2010.

On July 18,, 2008, we entered into a convertible debenture agreement with Robert J. Richmeier in the amount of $4,000 maturing on May 16, 2010.

On August 12, 2008, we entered into a convertible debenture agreement with Lonestar Equity Group in the amount of $25,000 maturing on August 12, 2010.

On August 12, 2008, we entered into a convertible debenture agreement with Andrew P. Vander Ploeg in the amount of $25,000 maturing on August 12, 2010.

On September 2, 2008, we entered into a convertible debenture agreement with the Virginia Penrod Trust in the amount of $25,000 maturing on September 2, 2010.

On September 15, 2008, we entered into a convertible debenture agreement with Dewey L. Williams in the amount of $10,000 maturing on September 15, 2010.

On September 15, 2008, we entered into a convertible debenture agreement with the Dewey L. Williams Profit Sharing Plan and Trust in the amount of $10,000 maturing on September 15, 2010.

On September 15, 2008, we entered into a convertible debenture agreement with Meridian International Holdings, S.A., a Belize Corporation, in the amount of $25,000 maturing on September 15, 2010.

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

Item 3. Defaults Upon Senior Securities

None

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

None

Item 5. Other Information:

As part of our program of diversification into central Nevada, on October 14, 2008 we entered into a preliminary agreement with Queenstake Resources USA, Inc. (“Queenstake”) to perform certain maintenance and other activities at the Jerritt Canyon mill located 50 miles north of Elko, Nevada. We also have other pending commitments with Queenstake that are contingent upon certain conditions precedent. Beginning in September 2008, we have had approximately 12 employees on site at the Jerritt Canyon mill performing plant maintenance and other functions.

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.

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:

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:

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 September 30, 2008, 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:

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 September 30, 2008, as filed with the Securities and Exchange Commission on the date hereof (“the Report”), I, Tracy A. Madsen, Vice President and Principal Accounting 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:

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-K for the year ended December 31, 2007.

Except for the historical information contained in this Form 10-Q, 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-K for the year ended December 31, 2007.

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-K for the year ended December 31, 2007.

Going Concern Considerations
The 2007 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 September 30, 2008 and have incurred substantial losses since our inception.

We presently have no production having suspended operations at the Cangalli mine in western Bolivia.

During 2007 we completed exploration and feasibility work on the gold mineralization of the C Zone of our Precambrian properties in eastern Bolivia. The C Zone gold project is located approximately 5 kilometers (3.1 miles) from our A Zone Buen Futuro gold and copper project. Additionally, between 2006 and 2007 we operated a pilot plant on the C Zone, which we used to refine the metallurgical process on the mineralization in the Zone. During September of 2007, as a result of environmental issues, we moved the location of our production mill from the pilot plant location approximately 700 meters (2,300 feet) to eliminate the potential impact on a nearby marshland and to permit the potential capacity of our plant to increase to 2,000 tpd from the original 1,000 tpd of our original plant design. On November 30, 2007, we held a successful public hearing which cleared the last regulatory hurdle in order to commence construction on the new production plant. At approximately the same time we began experiencing torrential rains in the area that far exceeded the normal rainfall. Local meteorologists referred to this severe rainfall as the “100-year rains.” These rains severely limited our ability to complete construction on the mill due to the conditions of the roads in the region and our ability to pour concrete until June of 2008. We commenced recovery plant operations on June 26, 2008.

However, beginning in July through October 2008, many of the residents of five eastern Bolivia departments or states (Santa Cruz, Pando, Beni, Tarija and Sucre) began a campaign of civil unrest to push for more autonomy for those departments from Bolivia’s central government located in the city and department of La Paz in western Bolivia. This civil unrest took the form of protest marches and road blockades, which on some occasions became violent. The movement of commerce on the roads in these departments was paralyzed during the period of unrest. As a result, our operations at the C Zone were also paralyzed for lack of diesel fuel and other critical supplies. Once the road blockades lifted, Bolivia immediately began to experience a scarcity of diesel fuel throughout the country, but more acutely in the eastern departments that had participated in the autonomy protests. Through the date of the filing of this report, we have only been able to get small lots of diesel fuel, which have allowed us to carry out a simple maintenance program at our C Zone operations.

On September 11, 2008 the U.S. Ambassador to Bolivia was declared persona non grata and on September 14, 2008 was expelled from Bolivia. Subsequently, the U.S. Drug Enforcement Administration (DEA), the U.S. Agency for International Development (USAID) and the Central Intelligence Agency (CIA) have also been expelled from Bolivia. The Peace Corps and several other U.S. affiliated groups have voluntarily left Bolivia in light of current circumstances.

Bolivia’s current administration has also enacted new taxes associated with the Bolivia Mining Code that we believed would be rescinded within the past six month period due to social pressure from the strong mining interests in western Bolivia, or would be invalidated by the Bolivian Supreme Court due to the manner in which the Mining Code was legislatively modified. However, as of the date of the filing of this report it appears that those changes will not be rescinded or invalidated. New taxes were added to the existing tax regimen and those taxes were changed from being deductible against gross revenues to not being deductible. The complete mining tax structure is the following:

Our analysis is that Bolivia’s current mining tax structure, at current international prices for gold, effectively levies a 35.5% (32.5% if gold is sold in Bolivia) non-deductible assessment on gross revenues before any costs may be paid. Once a net revenue number has been reached after all permissible costs have been paid, then we must pay the 25% Net Income Tax. If we desire to remit any of the remaining profits to Golden Eagle as the U.S. parent company, we have an additional 12.5 % Remittance Tax.

Given the recent civil unrest (and likelihood that it may arise in some form in the future), shortages of diesel fuel (which the Bolivian government states will not be resolved until late 2009) and Bolivia’s current public policy on mining taxes, we have temporarily suspended our operations in Bolivia as of the date of the filing of this report to analyze our best course of action for the future there.

We are continuing to study the best means of further developing the potential of the A Zone Buen Futuro gold and copper project on our Precambrian properties. During most of 2007 and 2008 we pursued this development by obtaining third party advice regarding our feasibility and exploration studies by a major independent mining and engineering firm, Washington Group International, Inc. In February 2007 we entered into an agreement with Washington Group International, Inc. (www.wgint.com) to carry out the necessary due diligence work to advise us regarding our feasibility studies. In the future we intend to begin securing final environmental permitting and any additional surface land acquisitions that may be required as long as our long term analysis of the situation in Bolivia concludes that further development is in our best interests. Additional feasibility work is also dependent on our ability to raise sufficient funds to pay our consultants and contractors.

Finally, we are also analyzing whether to maintain our Cangalli and Tipuani Valley properties in light of recent events and Bolivia’s public taxing policies. However, no efforts have been made, or 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 and on our diversification program in central Nevada.

As part of our program of diversification into central Nevada, on October 14, 2008 we entered into a preliminary agreement with Queenstake Resources USA, Inc. (“Queenstake”) to perform certain maintenance and other activities at the Jerritt Canyon mill located 50 miles north of Elko, Nevada. We also have other pending commitments with Queenstake that are contingent upon certain conditions precedent. Once those conditions are met, the pending commitments will become effective and we will disclose those commitments and arrangements in detail on Form 8-K and through a public announcement. Beginning in September 2008, we have had approximately 12 employees on site at the Jerritt Canyon mill performing plant maintenance and other functions.

Reclassifications
Certain amounts for the three months ended September 30, 2007 have been reclassified to conform to the September 30, 2008 presentation. These reclassifications were not material to the financial statements.

Note C – (Loss) Per Share

Note D – 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:

Note E – Payables

Note F – Beneficial Conversion Feature of Debentures and Convertible Notes Payable

In accordance with Emerging Issues Task Force No. 98-5, Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios, and No. 00-27, Application of Issue No. 98-5 to Certain Convertible Instruments, we recognize the advantageous value of conversion rights attached to convertible debt. Such rights give the debt holder the ability to convert his debt into common stock at a price per share that is less than the trading price to the public on the day the loan is made to us. The beneficial value is calculated as the intrinsic value (the market price of the stock at the commitment date in excess of the conversion rate) of the beneficial conversion feature of debentures and related accruing interest is recorded as a discount to the related debt and an addition to additional paid in capital. The discount is amortized over the remaining outstanding period of related debt using the interest method. The conversion price of the outstanding debenture was in excess of the market price on the date the debenture was entered into and as such, we believe no beneficial conversion feature applies to this debenture. We did, however, calculate a beneficial feature on our Series B Convertible Preferred stock which we issued in 2007 and 2006. The beneficial conversion was treated as a financing cost with the offsetting entry classified as a derivative liability. During 2007, we issued a convertible note payable in the amount of $45,030 to Burns, Figa & Will P.C. for past due legal services which is convertible into our common stock. As the conversion price of $.004 per share on the date of the note was less than the $.009 market price the beneficial conversion feature applied to this note. As of September 30, 2008, we have converted $45,000 of note principal into a total of 11,250,000 shares of our common stock.

As of September 30, 2008 we have we have 10 Convertible Debentures outstanding totaling $251,000. Each of these debentures carries an interest rate of 8% per annum payable at maturity and matures two years from the date of the debenture. Each debenture, and its accrued interest, is convertible into restricted shares of our common stock at any time by the holder of the debenture. If converted into restricted common stock, the conversion shall be at 50% of the average closing price of our common stock for the five trading days prior to the date of the debenture, or 50% of the average closing price for our common stock for the five trading days prior to the notice of conversion within the first 120 days immediately following the purchase of the debenture, whichever is less provided that the minimum conversion price is not less than $.002 per share. During the three month period ending June 30, 2008 we entered into six Debenture agreements totaling $164,500. During the three month period ending September 30, 2008 we entered into an additional nine Debenture Agreements totaling $199,000. On September 19, 2008 five Convertible Debenture holders converted $112,500 in debenture principal plus $2,943 in accrued interest into 50,192,604 shares of our restricted common stock at $.0023 per share. As these debentures carry a conversion rate that is less than market rate the rules of beneficial conversion apply. The difference between the conversion rate and the market rate is classified as a discount on the note and accreted over the term of the debenture, which in this case is 24 months. The face amount of the outstanding debentures is $251,000. On the balance sheet they have been discounted by $208,380 to $42,620. The discounted amount is accreted over the 24month period or in its entirety if the debenture is converted during the term. For the three month period ended September 30, 2008, $136,334 has been accreted to financing costs.

The following table demonstrates the accounting for the outstanding convertible notes payable and long term debentures subject to beneficial conversion rules.

        Convertible notes payable and debentures

Note G – Unregistered sales of equity securities (not previously reported on Forms 10K, 10Q or 8K).

1. Common Stock

The following individuals or entities elected to convert either their Convertible Debenture or Convertible Note payable into our common stock;

On September 19, 2008 we issued 11,155,552 shares of our restricted common stock to Sandra Dosdall in exchange for a convertible debenture totaling $25,000 plus $657.77 in accrued interest in accordance with the terms of the Debenture Agreement dated May 21, 2008. The conversion was executed at $.0023 per share.

On September 19, 2008 we issued 11,150,761 shares of our restricted common stock to the Alfred O. Brehmer Trust in exchange for a convertible debenture totaling $25,000 plus $646.75 in accrued interest in accordance with the terms of the Debenture Agreement dated May 23, 2008. The conversion was executed at $.0023 per share.

On September 19, 2008 we issued 8,355,891 shares of our restricted common stock to The Shirley Company in exchange for a convertible debenture totaling $18,750 plus $468.55 in accrued interest in accordance with the terms of the Debenture Agreement dated May 27, 2008. The conversion was executed at $.0023 per share.

On September 19, 2008 we issued 8,355,891 shares of our restricted common stock to Harold Gordon in exchange for a convertible debenture totaling $18,750 plus $468.55 in accrued interest in accordance with the terms of the Debenture Agreement dated May 27, 2008. The conversion was executed at $.0023 per share.

On September 19, 2008 we issued 11,174,509 shares of our restricted common stock to Andrew P. Vander Ploeg in exchange for a convertible debenture totaling $25,000 plus $701.37 in accrued interest in accordance with the terms of the Debenture Agreement dated August 12, 2008. The conversion was executed at $.0023 per share.

On September 23, 2008 we issued 3,750,000 shares of our restricted common stock to Burns, Figa & Will in exchange for a $15,000 principal reduction on a convertible promissory note dated February 6, 2007. The conversion was executed at $.004 per share.

In every issuance or sale described above 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 offers and sales did not involve a public offering, there was no general solicitation or general advertising involved in the offers or sales and the purchasers were accredited investors. We placed restrictive legends on the certificates representing these securities, if converted, stating that the securities are not registered under the Securities Act and are subject to restrictions on their transferability and resale.

2. Convertible Debentures

During the three month period ending June 30, 2008 we entered into six Convertible Debenture Agreements and issued six Convertible Debentures totaling $164,500 which were reported in Form 10-Q dated June 30, 2008. During the three month period ending September 30, 2008, we entered into an additional $199,000 convertible debentures. Each of these debentures carry an interest rate of 8% per annum payable at maturity and mature two years from the date of the debenture. Each debenture, and its accrued interest, is convertible into restricted shares of our common stock at any time by the holder of the debenture. If converted into restricted common stock, the conversion shall be at 50% of the average closing price of our common stock for the five trading days prior to the date of the debenture, or 50% of the average closing price for our common stock for the five trading days prior to the notice of conversion within the first 120 days immediately following the purchase of the debenture, whichever is less provided that the minimum conversion price is not less than $.002 per share. We entered into the following Convertible Debentures during the quarter ending September 30, 2008.

On July 3, 2008, we entered into a convertible debenture agreement with Andrew P. Geiss in the amount of $25,000 maturing on May 16, 2010.

On July 7, 2008, we entered into a convertible debenture agreement with The John R. Saunders Trust in the amount of $50,000 maturing on July 7, 2010.

On July 18,, 2008, we entered into a convertible debenture agreement with Robert J. Richmeier in the amount of $4,000 maturing on May 16, 2010.

On August 12, 2008, we entered into a convertible debenture agreement with Lonestar Equity Group in the amount of $25,000 maturing on August 12, 2010.

On August 12, 2008, we entered into a convertible debenture agreement with Andrew P. Vander Ploeg in the amount of $25,000 maturing on August 12, 2010.

On September 2, 2008, we entered into a convertible debenture agreement with the Virginia Penrod Trust in the amount of $25,000 maturing on September 2, 2010.

On September 15, 2008, we entered into a convertible debenture agreement with Dewey L. Williams in the amount of $10,000 maturing on September 15, 2010.

On September 15, 2008, we entered into a convertible debenture agreement with the Dewey L. Williams Profit Sharing Plan and Trust in the amount of $10,000 maturing on September 15, 2010.

On September 15, 2008, we entered into a convertible debenture agreement with Meridian International Holdings, S.A., a Belize Corporation, in the amount of $25,000 maturing on September 15, 2010.

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

Note H – Subsequent event

As part of our program of diversification into central Nevada, on October 14, 2008 we entered into a preliminary agreement with Queenstake Resources USA, Inc. (“Queenstake”) to perform certain maintenance and other activities at the Jerritt Canyon mill located 50 miles north of Elko, Nevada. We also have other pending commitments with Queenstake that are contingent upon certain conditions precedent. Beginning in September 2008, we have had approximately 12 employees on site at the Jerritt Canyon mill performing plant maintenance and other functions.

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