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

March 31, 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 May 20, 2008, there were, 1,880,845,857 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 March 31, 2008 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

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 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. Additionally, we received revenues of only approximately $3,109,000 during the years 2002 through 2004, and no revenues since the second quarter of 2004. 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. 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.

Future financing that we may receive will be used to complete the construction of the infrastructure on our C Zone claims and to commence expected mining and processing operations there; continue exploration and feasibility studies on our A Zone claims, and 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 March 31, 2008, we had total net assets of $5,927,674 compared to total assets of $5,749,479 as of December 31, 2007. These assets include current assets, such as cash and prepaid expenses. Our current assets decreased to $46,258 as of March 31, 2008 from $96,791 as of December 31, 2007. This $50,533 decrease was primarily the result of a decrease in prepaid expenses of $50,799 to $43,250 at March 31, 2008, from $94,049 at December 31, 2007. The decrease resulted from $45,000 in work in process related to our C Zone processing plant which on March 31, 2008 was classified as mine development costs.

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:

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 to allow us to construct 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 as we contemplate. We are currently evaluating other options in addition to moving our Gold Bar mill and plant from Nevada to Bolivia; we have that asset in current discussions for sale, joint venture or toll refining, whichever we conclude would most benefit us. We have received offers for the sale of our Gold Bar mill, however, we are still negotiating with the potential buyers, as well as negotiating with several other potential joint venture and toll refining partners.

Should we be unable to obtain the necessary funding from the sale of the Gold Bar Mill and plant, from accredited investors, industry participants, or other sources, we will be forced to attempt 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 $5,018,481 as of March 31, 2008 from $4,665,738 as of December 31, 2007. This $352,743 increase was primarily due to private placements of our common stock and conversion of debt to common stock during the quarter ending March 31, 2008.

Results of Operations

The following sets forth certain information regarding our results of operations for the three month periods ending March 31, 2008 compared with the same period in 2007.

(a)     Three Months Ended March 31, 2008/Three Months Ended March 31, 2007

Revenues.   During the three months ended March 31, 2008 and March 31, 2007, we had revenues of $0. Our pilot plant at the C Zone on our Precambrian properties was involved in batch analysis of various points within our C Zone gold project and produced only metallurgical quantities of gold that we have reserved for analysis.

Operating Loss.  Operating losses decreased by $229,252 or 43% to $303,193 for the three months ended March 31, 2008, from $532,445 for the three months ended March 31, 2007.  The decreased loss was primarily due to decreases in our exploration and development and general and administrative expenses.

Exploration and Development Expenses. Exploration and development costs decreased by $98,506 or 64% to $55,878 for the three months ended March 31, 2008, from $154,384 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 commencement of construction on a production plant for which certain costs have been capitalized. Additionally, we prepaid $125,000 to a consultant during the first quarter of 2007 for an evaluation of our feasibility report for services during the first nine months of the year.

General & Administrative Expenses. General and administrative expense decreased by $129,324 or 35% to 241,518 for the three months ended March 31, 2008, from $370,842 during the three months ended March 31, 2007.  The decrease in our general and administrative expense is primarily attributable to a $40,410 decrease in legal expenses, and a forgiveness of $15,000 in accrued salary by our Chief Executive Officer, which was taken during the second quarter of 2007. Additionally, $100,000 in bonuses to officers were accrued as convertible notes payable during the first quarter of 2007. During the first quarter of 2008, we paid $25,000 in bonuses by issuing to the officers an aggregate of 3,205,128 shares of our common stock as part of a contractual obligation.

Depreciation and Depletion Expenses.  Depreciation and depletion decreased by $1,422 or 20% to $5,797 during the three months ended March 31, 2008, from $7,219 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 three-month period ended March 31, 2008 increased by $27,735 to $39,208 from $11,473 during the same 2007 period.  The increase was due to the following, all of which accrued during the first quarter of 2008: (a) $10,000 in penalty interest that we paid during the quarter to retire a note for an aircraft and accrued interest; (b) $6,000 based on a recalculation of interest on a convertible debenture as a result of a default situation on the interest payable portion of the note; and (c) $11,000 in penalty interest owed to an officer as a result of a default situation on a note payable.

Financing costs. During the three month period ended March 31, 2008, we incurred $13,502 in financing costs 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 by $22,523 and amortized $13,502 in financing costs during the quarter ended March 31, 2008. We issued no preferred stock at a discount during the quarter which would have incurred a financing cost. During the three month period ended March 31, 2007, we incurred financing costs on the issuance of preferred stock in the amount of $994,999. This expense was the result of the sale of 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 was convertible into 250 shares of our common stock or an aggregate of 118,351,043 common shares.  The Series B preferred shares carried 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.

Net Loss.  Net loss for the three-month period ended March 31, 2008 decreased by $1,226,653 to $311,146 from $1,537,799 during the same 2007 period.  The decrease was due to a $229,252 decrease in operating expenses and a $981,497 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 as of December 31 2007 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 $772,798 at March 31, 2008 and $816,944 at December 31, 2007, we will not be able to satisfy our current cash requirements for any substantial period of time through our existing capital. We anticipate total operating expenditures of approximately $2,400,000 pending adequate financing over the next twelve months, in the following areas:

Our cash balance of $3,008 as March 31, 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 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 are currently in the process of completing construction of the C Zone mill and we anticipate that we will commence commercial mining operations at the C Zone during the second quarter of 2008.

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.

Plan of Operations

(1)     We plan to complete construction of the C Zone mill and commence commercial mining operations at the C Zone during the second quarter of 2008. During 2007, we completed exploration and feasibility work on the gold mineralization of the C Zone of our Precambrian properties in eastern Bolivia, which are located approximately 5 kilometers (3.1 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. During September of 2007, as a result of environmental issues, we moved the location of our production mill approximately 700 meters (2,300 feet) to the southwest of our pilot plant 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 for this referred to by meteorologists as 100 year rains. These rains have 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. Once we have a period of dry weather we intend to finalize construction on the mill and begin production starting at approximately 400 tpd and increasing to 2,000 tpd. We intend to use a contract mining company to mine and deliver the ore from our C Zone mine directly to our mill. The contract miner estimates that it can mine and deliver ore at a cost of $2.00 per tonne once we have reached 2,000 tpd. The use of a contract miner will eliminate the capital costs required to purchase mining equipment.

During 2007, we completed construction of our mine camp situated between our A Zone development and the C Zone mine and mill. The mine camp includes dormitories, a dining hall, sanitation facilities, administration buildings and warehouses and serves as camp for the construction and operation of the C Zone mill and the exploration and development of our A Zone project.

(2)     We intend to further develop the potential of the A Zone of our Buen Futuro gold and copper project in eastern Bolivia during 2008. We are pursuing 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. 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.

(3)     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:

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 three months of 2008. We have, however, seen a significant increase in the cost of diesel fuel in the region which will impact our operations as we commence mining activities. 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 March 31, 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

1.     Golden Eagle & Turner v. Pfeffer. On September 5, 2007 we and our Chief Executive Officer, Terry C. Turner, filed an action against our former director, Kevin K. Pfeffer, in the United States District Court for the Central District of Utah titled, Golden Eagle International, Inc. and Terry C. Turner v. Kevin K. Pfeffer, 2:07-CV-662-TC (D.Utah; 2007). The allegations were essentially the same, or very similar, to those made in Turner v. Golden Eagle, Pfeffer, et al, referenced above. Plaintiffs sought an unspecified amount of damages to be determined at trial.

On January 25, 2008, we settled the above matter by entering into two agreements with Kevin K. Pfeffer (“Mr. Pfeffer”), which became effective February 1, 2008 based on certain conditions subsequent being met. Mr. Pfeffer was our former director ., having served on our board of directors from January 23, 2003 through December 4, 2006. The two subject agreements settled any and all outstanding debts that we had with Mr. Pfeffer, as well as any and all outstanding allegations, claims, disputes and controversies.

The first agreement was titled, “Settlement and Release Agreement.” Terry C. Turner (“Mr. Turner”), our President, Chief Executive Officer and Chairman of the Board, was also a party to this agreement. In this agreement Mr. Turner, Mr. Pfeffer and we agreed to the following:

(a) That Mr. Turner and we would dismiss with prejudice our case alleging certain causes of action against Mr. Pfeffer filed in the Federal District Court for Utah, Central Division, on September 5, 2007 titled, Golden Eagle International, Inc. and Terry C. Turner v. Kevin K. Pfeffer, 2:07-CV-662-TC (D.Utah; 2007). This voluntary dismissal was filed on January 28, 2008 and was acknowledged by the Court on January 29, 2008;

(b) Mr. Turner and we also agreed to release and hold Mr. Pfeffer harmless regarding any and all allegations, claims, disputes and controversies between the parties, and entered into a covenant not to sue Mr. Pfeffer or otherwise take any action to harm him or his reputation.

(c)  Mr. Pfeffer agreed to release and hold Mr. Turner and us harmless regarding any and all allegations, claims, disputes and controversies between the parties, and entered into a covenant not to sue Mr. Turner or us or otherwise take any action to harm Mr. Turner or us or our reputation.

(d)  We acknowledged certain sums that we owed to Mr. Pfeffer, including a promissory note dated June 6, 2005 for an operating loan that Mr. Pfeffer had made to us, accumulated interest and penalties on that note, and expenses that Mr. Pfeffer had incurred while serving on our board of directors, which totaled $230,434.37, which we agreed to convert into 57,608,593 shares of our common stock and we so issued to Mr. Pfeffer on February 26, 2008

(e)  All parties agreed to a two-year “Quiet Period” in which all parties will cease to comment, publicly or privately, in Internet forums and blogs, or any other written or verbal venue, regarding any of the other parties.

The second agreement was titled, “Stock Purchase Agreement.” In this agreement we agreed with Mr. Pfeffer to the following:

(f)  All of the terms and conditions of the Settlement and Release Agreement set out above, as well as the agreement for the actual issuance to Mr. Pfeffer of 57,608,593 shares of our common stock in exchange for $230,434.37 in debt that we owed to Mr. Pfeffer pursuant to exemptions from registration for accredited investors found in Sections 4(2) and 4(6) of the Securities Act of 1933.

2.  Golden Eagle International, Inc. v. John and Jane Does 1-10, et al: 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 alleged that Defendants John and Jane Doe 1-10, aka the listed pseudonyms, as well as others to be discovered, were 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 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. We subpoenaed the IP addresses of these anonymous posters from Yahoo and Raging Bull, received that detailed information and determined the identity of several of these posters to our satisfaction. After an analysis of the individuals involved we determined that it was a waste of our time and resources to pursue judgment-proof defendants and allowed the matter to be dismissed without prejudice on March 4, 2008.

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.

Sales or issuances of our securities that occurred during the period ending March 31, 2008, were previously reported in (Form 8-K, Form 10-KA), which were filed with the Securities and Exchange Commission on February 1, 2008, and April 25, 2008. After the quarter ending March 31, 2008, we sold or issued the following securities:

On April 15, 2008, we sold 8,064,516 shares of our common stock to Nestor Dimas Perez, a resident of Bolivia, at $0.0031 per share or an aggregate of $25,000.

On April 28, 2008, two of our Series B Convertible Preferred shareholders had converted an additional 11,668 Series B Preferred shares into2, 917,000 restricted shares of our common stock.

On May 5, 2008, we issued 3,750,000 shares of our common stock to Burns, Figa & Will at $0.004 per share or an aggregate of $15,000. The shares were issued for a January 16, 2007 convertible note payable to Burns, Figa & Will for legal services provided to us which were past due.

In every issuance 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 Bolivia, 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:

Subsequent Event

On April 22, 2008 we announced in a Form 8-K and press release that on April 18, 2008, our board of directors had appointed Blane W. Wilson as our Chief Operating Officer. Mr. Wilson’s immediate focus will be on the development of various potential business opportunities for our Gold Bar CIP gold mill located 25 miles northwest of Eureka, Nevada. However, his responsibilities will also include the oversight of the current construction on the C Zone gold mill located on our Precambrian properties in eastern Bolivia, as well as the ongoing in-fill drilling program and feasibility work being carried out on our A Zone Buen Futuro gold and copper project. Mr. Wilson has 24 years of experience managing milling and processing operations in the mining industry. He previously was Corporate Operations Manager for the Queenstake Resources USA’s Jerritt Canyon gold mine, which is located north of Elko, Nevada. Mr. Wilson has been at the Jerritt Canyon operation for 19 years in various positions, including: Mill Foreman, Process Superintendent and Process Manager. Since 1981, the Jerritt Canyon mine has produced more than 8 million troy ounces of gold. At the Jerritt Canyon mine, Mr. Wilson oversaw a $33 million annual budget and managed a workforce of 154 personnel. He has also served on our Technical Advisory Board since February of 2008 and has advised us in the past on various potential projects involving the Gold Bar mill.

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.

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 March 31, 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 March 31, 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 March 31, 2008 and have incurred substantial losses since our inception. We presently have no production having suspended operations at the Cangalli mine. We are in the process of constructing a gold processing plant on our C Zone property in eastern Bolivia’s Precambrian Shield. Our current plan is to complete construction of the C Zone mill and commence commercial mining operations at the C Zone during the second quarter of 2008. During 2007, we completed exploration and feasibility work on the gold mineralization of the C Zone of our Precambrian properties in eastern Bolivia, which are located approximately 5 kilometers (3.1 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. During September of 2007, as a result of environmental issues, we moved the location of our production mill approximately 700 meters (2,300 feet) to the southwest of our pilot plant 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 for this referred to by meteorologists as 100 year rains. These rains have 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. Once we have a period of dry weather we intend to finalize construction on the mill and begin production starting at approximately 400 tpd and increasing to 2,000 tpd. We intend to use a contract mining company to deliver the ore from our C Zone mine directly to our mill. The contract miner estimates that it can mine and deliver ore at a cost of $2.00 per tonne once we have reached 2,000 tpd. The use of a contract miner will eliminate the capital costs required to purchase mining equipment.

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 March 31, 2007 have been reclassified to conform to the March 31, 2008 presentation. These reclassifications were not material to the financial statements.

Note C – (Loss) Per Share

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 (a) 31,250,500 from the conversion of preferred stock to common stock; (b) 10,000,000 shares reserved for the conversion of a debenture payable; (c) 13,063,164 shares reserved for the conversion of our convertible notes payable; and 5,769,321 reserved for contractual agreements. The inclusion of these shares would have resulted in a weighted average shares fully diluted number that was anti-dilutive and as such they are excluded from the weighted average shares basic and diluted calculation

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:

Cash paid for interest for the three months ended March 31, 2008 and 2007 was $2,650 and $5,468 respectively.

Note E – Notes Payable

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 two convertible notes payable to two of our officers in the amount of $50,000 each which are convertible into our common shares. On February 5, 2008 the convertible note payable to Harlan (Mac) Delozier and its accrued interest was converted into 5,997,564 common shares and the As the conversion rate was the same as market price on the date of the note the beneficial conversion feature did not exist. We also 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. On February 15, 2008 we converted $15,000 of note principal into 3,750,000 shares of our common stock. The following table demonstrates the accounting for the outstanding convertible notes payable.

      Convertible notes payable

Note G – Subsequent event

Unregistered sales of equity securities (not previously reported on Forms 10K or 8K).

On April 18, 2008, we sold 8,064,516 shares of our common stock to Nester Dimas Perez, a resident of Bolivia, at $0.0031 per share or an aggregate of $25,000.

On April 28, 2008, two of our Series B Convertible Preferred shareholders had converted an additional 11,668 Series B Preferred shares into2, 917,000 restricted common shares.

On May 5, 2008, we issued 3,750,000 shares of our common stock to Burns, Figa & Will at $0.004 per share or an aggregate of $15,000. The shares were issued for a January 16, 2007 convertible note payable to Burns, Figa & Will for legal services provided to us which were past due.

In every issuance 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 Bolivia, 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.

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