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, 2009

[ ] 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)


Colorado		84-1116515
(State of incorporation)		(IRS Employer Identification No.)

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.


Large accelerated filer \|_\|	Non-accelerated filer \|_\|
Accelerated filer \|_\|	Smaller reporting company \|X\|

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, 2009, there were 1,834,784,819 shares of common stock outstanding, 80,000 shares of Series B Preferred Stock and 1 share of Series C Preferred Stock outstanding.


TABLE OF CONTENTS

Part 1- FINANCIAL INFORMATION
		Page
Item 1. Financial Statements		F(1-12)
Exhibits:
a. Financial Statements
Balance Sheets		F-1
Statement of Operations		F-2
Statement of Cash Flows		F-3
Notes to Financial Statements		F(4-12)
Item 2. Management's Discussion & Analysis of Financial Condition & Results of Operations		3
Item 3. Controls and Procedures		15

Part II- OTHER INFORMATION

Item 1. Legal Proceedings		15
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		15
Item 3. Defaults Upon Senior Securities		16
Item 4. Submission of Matters to a Vote of Security Holders		16
Item 5. Other Information		16
Item 6. Exhibits
a. Exhibits requied by Item 601 of Regulation SK
Certifications 31.1 & 31.2		18-19
Certifications 32.1 & 32.2		20-21
Signatures		17

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

The unaudited Financial Statements for the three months ended March 31, 2009 are attached hereto and incorporated by reference herein. Please refer to pages F-1 through F-12 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

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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, 2008.

The statements contained in this quarterly report on Form 10-Q that are not historical are “forward-looking statements” that involve a number of risks and uncertainties. These forward-looking statements include, among others, the following:

o	our business and growth strategies;

o	our ability to successfully and economically explore for and minerals;

o	our ability to obtain all necessary approvals for the operation of the Jerritt Canyon Mill;

o	our exploration and development prospects, projects and programs;

o	anticipated trends in our business;

o	our future results of operations;

o	the risk of operations in Bolivia, a country that is no longer supportive of foreign investment, especially investment from the United States;

o	our liquidity and ability to finance our activities;

o	market conditions in our industries; and

o	the impact of environmental and other governmental regulation.

These statements may be found under “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operation”, “Business and Properties” and other sections of this quarterly report. Forward-looking statements are typically identified by use of terms such as “may”, “will”, “could”, “should”, “expect”, “plan”, “project”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “pursue”, “target” or “continue”, the negative of such terms or other comparable terminology, although some forward-looking statements may be expressed differently.

The forward-looking statements contained in this quarterly report are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management’s assumptions about future events may prove to be inaccurate. Management cautions all readers that the forward-looking statements contained in this quarterly report are not guarantees of future performance, and we cannot assure any reader that such statements will be realized or the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to a number of factors, including:

o	the failure to obtain sufficient capital resources to fund our operations;

o	an inability to obtain the necessary permits to conduct our operations;

o	unsuccessful exploration activities;

o	a decline in prices of the commodities that we may produce at the Jerritt Canyon mill (if we are able to produce any);

o	the current worldwide economic climate which has reduced the availability of liquidity and credit available to companies, especially those without revenues or engaged in natural resources operations;

o	incorrect estimates of required capital expenditures;

o	unexpected increases in the cost of our operations as a result of general economic conditions or time delays;

o	impact of environmental and other governmental regulation, including delays in obtaining permits; and

o	hazardous and risky operations.

You should also consider carefully the statements under “Risk Factors” and other sections of this quarterly report, which address additional factors that could cause our actual results to differ from those set forth in the forward-looking statements.

All forward-looking statements speak only as of the date of this quarterly report. We do not intend to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

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

Overview

Our corporate headquarters are in Salt Lake City, Utah.

We are engaged in contract gold milling operations in the state of Nevada in the United States. We have also been involved in the business of minerals exploration, mining and milling operations in Bolivia through our Bolivian-based wholly-owned subsidiary, Golden Eagle International, Inc. (Bolivia); however we are engaged in no operations in Bolivia at this time as certain of those operations are suspended pending changes in the social/political and mine taxing environments in Bolivia while we have terminated our interest in other Bolivian projects We have entered into an agreement with Queenstake Resources USA, Inc. (“Queenstake USA”), a wholly-owned subsidiary of Yukon-Nevada Gold Corp., to operate the Jerritt Canyon gold mill located 50 miles north of Elko, Nevada.

Additionally we own the following gold mills:


Mill	Location	Status
Gold Bar Mill	Eureka, Nevada	Owned
C Zone Mill	Ascension de Guarayos, Bolivia	Owned

As of the 2008 year-end, we owned the following mineral prospects in Bolivia:


Tipuani-Cangalli prospect (1)	Number Acres	Status
Cangalli claims	5,000 acres	Owned
Tipuani prospect	7,000 acres	Owned

Precambrian Shield (2)
Precambrian prospect	111,500 acres	Owned
Buen Futuro claim	2,500 acres	Owned
Cobra claim	22,500 acres	Owned

¹On March 1, 2009, we elected not to renew our mining concessions for the Tipuani-Cangalli prospect in western Bolivia, which consisted of 12,000 acres in the Tipuani River Valley.

²On March 1, 2009, we elected to reduce our mining concessions in the Precambrian Shield in eastern Bolivia from 136,500 acres to 42,731 acres. We retained the Buen Futuro claims containing the A Zone on which we have generated the most drill and other sampling data, as well as the Gran Serpiente claims on which the C Zone gold mill and mine are located. We also retained the highly prospective Cobra claims on the northern end of the Ascension Gold-Copper Trend.

We entered into an agreement with Queenstake USA to operate the Jerritt Canyon gold mill located 50 miles north of Elko, Nevada on October 14, 2008. From mid September until March 23, 2009 we performed maintenance and environmental regulatory compliance functions at the mill and assisted the mill owner, Queenstake USA, in securing approval from the Nevada Division of Environmental Protection (NDEP) to restart milling operations at Jerritt Canyon. On March 25, 2009 approval was granted by the NDEP to recommence operations at the Jerritt Canyon mill.

None of our mining prospects are currently in the production stage. Our production operations on our Cangalli property ceased in June 2004 as a result of a local farmers’ strike and certain legal issues particular to Bolivia with which we were not associated. Since then, the Bolivian government has become more hostile to investment from the United States, and we have reduced our operations in Bolivia significantly.

We also discontinued mining and milling operations on our C Zone mine and mill in December of 2009 due to the shortage of diesel fuel, political instability and a substantial change in the Bolivian tax structure for mining companies that severely limited our ability to become profitable on our Bolivian operations.

For the years ended December 31, 2008 and 2007, we reported net losses of $1,696,382 and $6,377,636, respectively. Our financial results over the past two years have been impacted by the shutdown of our production operations as discussed under Item 7 in connection with our financial results for the years ended December 31, 2008 and 2007. These results have carried forward through our first quarter results ending on March 31, 2009.

Any future financing will be used to: (a) support our contract maintenance work at the Jerritt Canyon gold mill in central Nevada; (b) refurbish and recommence gold milling operations at our Gold Bar mill located near Eureka, Nevada; and to the extent the political, security and tax situation in Bolivia permits us to do so: (i) maintain the infrastructure at our C Zone operations in eastern Bolivia; and (ii) continue exploration and feasibility studies on our A Zone claims in eastern Bolivia. We will also use our financing to maintain our corporate obligations.

Assets.

As of March 31, 2009, we had total net assets of $6,176,268 compared to total assets of $6,123,914 as of December 31, 2008. These assets include current assets, such as cash, accounts receivable and prepaid expenses. Our current assets increased to $455,432 as of March 31, 2009 from $209,392 as of December 31, 2008.



Current Assets	March 31, 2009	December 31, 2008

Cash and cash equivalents	$7,722	$54,883
Net accounts receivable(1)	386,718	84,482
Prepaid expenses	60,992	70,027

Total current assets	$455,432	$209,392

(1)

Net accounts receivable are all due from Queenstake Resources, USA, Inc. for the reimbursement of expenses related to the operation of the Jerritt Canyon mill as well as our cost-plus administration fee.



Fixed Assets	March 31, 2009	December 31, 2008

Mining equipment	$614,348	$733,353
Gold Bar mill and plant (idle)	3,980,000	3,980,000
Mine development costs	752,339	752,339
Mineral properties	1,372,977	1,414,997
Office equipment	84,079	137,356
Vehicles	22,000	116,182
Accumulated depreciation and depletion and Impairment	(1,104,908)	(1,219,705)

Fixed assets net	$5,720,836	$5,914,522

Capital Expenditures and Requirements

Our capital commitments are set out below:



Contractual Cash Obligations	Total	Less than 1 year	1 to 3 years	3 to 5 years

Accounts payable and accrued expenses	$533,140	$533,140	$-	$-
Deferred wages	228,687	228,687	-	-
Other notes payable	355,100	355,100	-	-
Related party payable	105,000	105,000	-	-
Accrued interest	74,849	74,849	-	-
Debentures payable	453,000	249,000	204,000	-
Exploration & production Buen Futuro	301,000	-	301,000	-
Production penalties consulting fees	180,000	36,000	72,000	72,000
Mining claim fees	246,860	49,372	98,744	98,744
Building leases	5,782	5,782	-	-

Total contractual cash obligations	$2,483,418	$1,636,930	$675,744	$170,744

We have material capital commitments that will likely require us to obtain adequate financing to meet these obligations. Because of our lack of liquidity we may be unable to pay these capital commitments and as such they are subject to risks of default which could result in the forfeiture of property and mining claim rights. The occurrence of any such risks will negatively affect our operations and potential revenues. These commitments are:

Our accounts payable and accrued expenses of $533,140, 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. Of the total accounts payable amount, $236,257 is related to accounts and wages payable at Jerritt Canyon and we are reliant on payments from Queenstake Resources USA, Inc. to meet these obligations.

Our deferred wages are payable to our officers in the United States in the amount of $109,195 and to employees in Bolivia in the amount of $119,492

We have notes payable, including:

A note totaling $117,600 payable to a Bolivian resident with an interest rate of 8% per annum maturing on December 31, 2009.

A note totaling $12,000 payable Dewey Williams with an interest rate of 8% that has subsequently been converted into a convertible debenture maturing on March 18, 2010.

A note totaling $5,500 payable to Lonestar Equity Group with an interest rate of 8% maturing on December 31, 2009.

A note totaling $220,000 payable to Casco Credit with and interest rate of 12% maturing on March 24, 2009.In the event of default, this note at the option of the holder became due and payable and the amount due began to accrue interest at a default rate of 5% per month. This note is secured by the Gold Bar mill located 25 miles north of Eureka, Nevada.

On April 11, 2007, we entered into a convertible note with our Chief Financial Officer with an effective date of February 6, 2007, which represents the date we verbally made this commitment. The note covered the payment of contractual retention bonuses payable in our common shares to our Vice President for U.S. Administration, Tracy A. Madsen. This note was for $50,000, had a term of 2 years, and was convertible into 5,555,555 shares of our common stock at the closing price for our common stock on February 6, 2007, which was $.009. As the market price and the conversion price on the date of commitment were the same, no beneficial conversion feature was applied. Our Board of Directors elected to use a convertible promissory note to meet this retention bonus commitment because we did not have sufficient common stock available and any grant of our Series B shares to this officer would have granted him a favorable treatment and a beneficial conversion interest that would have violated our Code of Conduct and Ethics. As of December 31, 2008 we accrued interest totaling $8,556. On February 6, 2009 the maturity date of this note was extended until May 9, 2009.

On February 26, 2009 we borrowed $25,000 from our Chief Financial Officer pursuant to a short-term promissory note and, on the same date, an additional $30,000 from our Chief Executive Officer pursuant to a short-term promissory note. The proceeds from these notes were used to pay our patent fees (mining concession fees payable to the Bolivian government), which were due February 28, 2009, to retain our mining concessions on our Precambrian properties in eastern Bolivia. These promissory notes have a term of 4 months and mature on June 25, 2009. The notes accrue interest at 8% per annum, with a default rate of 12% per annum. At the current time the Company does not have sufficient resources to repay these notes, each of which is unsecured.

A debenture payable to a shareholder, Aloha Holdings, Inc., in the amount of $249,000, which bears interest at 7% per annum with a default rate of 10% per annum which matured on May 2, 2007, and is convertible into our common stock at $0.025 per share. The Company and Aloha mutually agreed to extend the maturity date of this note to May 2, 2009We are currently in default on this note and subject to the default rate of 10%, due to the failure to pay interest in a timely manner and as of March 31, 2009 we owe $22,149.75 in accrued interest. As a subsequent event, on April 15, 2009 we were informed that this debenture had been purchased by Golden Eagle Mineral Holdings, Inc (“GEMH).

As of March 31, 2009, we had seven Convertible Debentures outstanding totaling $204,000. 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. These debentures are convertible into 102,000,000 shares of our restricted common stock. 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 $204,000. On the balance sheet they have been discounted by $125,472 to $78,528. The discounted amount is accreted over the twenty-four month period or in its entirety if the debenture is converted during the term. During the quarter ended March 31, 2009, $36,923 was accreted to financing costs.

Our obligation to pay accrued interest on Items 3-5 in the amount of $74,849. Interest on these notes is expensed each quarter and accrued.

On December 29, 2008 we received from GEMH the tender of, and our board of directors approved the receipt by us into treasury of, 487,746,250 shares of our common stock owned by GEMH in exchange for one share of our Series C Contingent Convertible Preferred Stock. As a result of the conversion of 487,746,250 common shares into one Series C Preferred share we reduced the number of common shares outstanding by 487,746,250.

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 $188 per month for our Santa Cruz, Bolivia office until February 15, 2009. We are also obligated to pay $200 per month for our Santa Cruz, Bolivia warehouse rent until June 1, 2009.

Our obligation to pay to the Bolivian government mining claim fees for 2009 through 2014. We paid the 2009 claim fees in February of 2009 in the amount of $49,372. We allowed some of our claims to lapse and we renewed those claims which we felt held the greatest potential for future exploration and development.

10.

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 March 31, 2009, we owed $51,000 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 which is also included in our accounts payable.

11.

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.

12.

Our obligation to pay Livstar Management Services (Livstar), 5% of the compensation (not including reimbursement of expenses incurred) we receive as a result of our agreement with Queenstake Resources USA, Inc. through a settlement agreement entered into on October 31, 2008, which amended a Consulting Agreement entered into on June 2, 2007 which replaced an earlier agreement dated April 18, 2007. As of March 31, 2009, we owed Livstar $6,907 which is included in our accounts payable.

13.

Our obligation to pay Blane Wilson, our Chief Operating Officer, 3% of the compensation (not including reimbursement of expenses incurred) we receive as a result of our agreement with Queenstake Resources USA, Inc. and 3% of any revenues that may be generated from our Gold Bar mill, as part of his employment contract. As of December 31, 2008, we owed Mr. Wilson $7,144 under this agreement which is included in our accounts payable.

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.

Many of the foregoing obligations are past due, and we may not be able to timely pay others that become due in the near future. Should we be unable to generate sufficient revenues through the operation of the Jerritt Canyon mill (or other business operations) or raise additional funding from outside investors, industry participants, or other sources, we will be forced to attempt to negotiate extensions to 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 placements of our securities to accredited investors. There is no assurance that we will be successful in financing our business operations through the Jerritt Canyon Mill. Further, if we seek to raise additional capital through the sale of our debt or equity securities there is no assurance that capital will be available to us on reasonable terms, if at all. 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

Equity

Stockholders’ equity decreased to $4,466,965 as of March 31, 2009 from $4,700,317 as of December 31, 2008 representing a $233,352, or a 5%, decrease in stockholders’ equity. This stockholders’ equity decrease was primarily due to our net loss during the quarter ended March 31, 2009 and a revaluation of fixed assets as a result of currency fluctuations.

We are authorized to issue 2,000,000,000 common shares; as of March 31, 2009, we had 1,834,784,819 shares outstanding. We have filed a preliminary proxy statement for a meeting of our shareholders at which they will be asked to approve an increase in our authorized common shares through a reverse stock split and other means. Because of our focus on other operational and administrative issues we have not been able to respond to SEC comments to that preliminary proxy statement, we have not filed an amendment thereto, and we have not scheduled a shareholders’ meeting to consider that issue or other issues to be presented to the shareholders. Any matters to be presented to the shareholders for consideration will be presented in a definitive proxy statement.

In addition, we are authorized to issue 10,000,000 preferred shares, (a) we have designated 3.5 million as Series A shares, none of which have been issued; (b) an additional 4.5 of our preferred shares were designated as Series B preferred shares of which 80,000 are outstanding and convertible into 20,000,000 common shares; and (c) one share of our authorized preferred stock is designated as a Series C preferred share which is outstanding and convertible into 487,746,250 common shares if and when sufficient shares are authorized and available for conversion. We also have $453,000 in convertible debentures outstanding convertible into 112,000,000 shares of our common stock. Additionally, we have granted options to Blane Wilson our Chief Operating Officer totaling 40,468,042. Including all of our commitments for common shares (being outstanding shares of preferred stock which are convertible into common stock, including those that are subject to the availability of authorized and unissued shares prior to conversion, and outstanding convertible debentures) our outstanding common stock on a fully diluted basis as of March 31, 2009 would be 2,494,999,111. As noted above our articles of incorporation permit us to issue 2,000,000,000 shares of common stock.

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 as detailed in the following chart. 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



Fully diluted shares for the quarters ended March 31,	2009	2008

Basic shares outstanding	1,834,784,819	1,789,587,277
Series B conversion	20,000,000	31,250,500
Series C conversion	487,746,250	-
Convertible debentures	112,000,000	10,000,000
Convertible notes payable	-	18,832,485
Stock options (approved)	40,468,042	-

Total	2,494,999,111	1,849,670,262

Results of Operations

The following sets forth certain information regarding our results of operations for the three-month period ending March 31, 2009, compared with the same period in 2008.

(a) Three Months Ended March 31, 2009/Three Months Ended March 31, 2008

Revenues. During the three months ended March 31, 2009, we generated revenues of $814,683 compared to $0 in revenue during the same 2008 period All revenues generated during the three-month period ending March 31, 2009, were from our contract with Queenstake Resources USA, Inc. (“Queenstake”) for maintenance and milling operations at the Jerritt Canyon gold mill in central Nevada. We currently have approximately 80 employees working on-site at the Jerritt Canyon mill performing duties related to the operation of the Jerritt Canyon mill. Of the total revenues generated during the quarter ended March 31, 2009, $678,515 were related expenses we incurred on behalf of Queenstake Resources USA, Inc. and $136,168 were related to our fee for services provided.

Production Costs. During the three-month period ending March 31, 2009, we had production costs of $676,332 related to expenses at our Jerritt Canyon mill operations. During the corresponding 2008 period we recorded no production costs.

Exploration and Development Expenses. Exploration and development costs decreased by $14,050, or 25%, to $41,828 for the three months ended March 31, 2009, from $55,878 for the comparable 2008 period. Exploration and development costs decreased as a result of the discontinuation of operations at the C Zone in Bolivia. Most exploration and development costs that were incurred were related to the shutdown of operations.

General & Administrative Expenses. General and administrative expenses increased by $27,526 or 11%, to $269,044 for the three months ended March 31, 2009, from $241,518 during the three months ended March 31, 2008. The increase in our general administrative expense is primarily attributable to one-time costs related to the suspension of our operations in Bolivia and the expensing of options granted to our Chief Operating Officer.

Depreciation and Depletion Expenses. Depreciation and depletion increased by $13,079 to $18,876 during the three months ended March 31, 2009, from $5,797 during the same period in 2008. This increase was due to the sale and disposition of certain fixed assets in Bolivia related to our suspension of operations.

Operating Loss. Operating losses decreased by $111,795, or 37%, to $191,398 for the three months ended March 31, 2009, from $303,193 for the three months ended March 31, 2008. The decreased loss was primarily due to revenues from our Jerritt Canyon mill operations.

Interest Expense. Interest expense for the three-month period ended March 31, 2009, decreased by $18,790 to $20,418, from $39,208 during the same 2008 period. The decrease was due to the repayment of certain high interest rate notes and the conversion of other notes to our common stock.

Gain on Sale of Assets. During the quarter ended March 31, 2009, we generated a net income of $3,965 from the sale of assets in Bolivia. This total resulted from a gain of $34,363 on certain fixed assets retired offset by a $30,399 loss on the retirement of other fixed assets. During the same 2008 period there was no gain or loss on fixed assets.

Accretion of Note Discount. During the three-month period ended March 31, 2009, we incurred $36,923 in costs related to the accretion of the discount on debentures and convertible notes payable compared to $13,502 during the same 2008 period.

Other Net Expenses and Income. Other expenses net of other income for the quarter ended March 31, 2009, was $209,154 compared to other income of $44,757 during the same 2008 period. This net number results from a loss of $215,560 during the quarter offset by a gain of $6,406. This increase in other expenses was primarily the result of currency exchange fee in the amount of $117,263. During 2008 value of fixed assets increased as a result of the currency revaluation. As a result of our decision to suspend operations in Bolivia we returned the fixed assets to their original value and took a one time currency exchange expense of $117,263 to reverse the previous year’s gain.. Additionally, we paid mining patents (concession fees) of $49,233 which were previously treated as exploration and development costs or capitalized as mineral properties but were treated as other expense during the period due to the suspension of operations in Bolivia. Additionally, we paid $41,918 in other expenses that were one time charges directly related to the suspension of operations in Bolivia.

Net Loss. Net loss for the three-month period ended March 31, 2009, increased by $142,782 or 46% to $453,928 from $311,146 during the same 2008 period. The increase was primarily due to the accretion of the note discount of debentures and the increase in one time other expenses and general and administrative expenses related to the suspension of operations in Bolivia. These increases were partially offset by the revenue generated from our Jerritt Canyon operations.

Liquidity and capital resources

Our auditors issued a going concern opinion on our audited financial statements for the fiscal year ended December 31, 2008 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 $1,090,343 at March 31, 2009 and $1,117,599 at December 31, 2008, 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 $1,000,000 pending adequate financing or revenue generation over the next twelve months for general and administrative expenses.

Our cash balance of $7,722 as March 31, 2009, is insufficient to meet these planned expenses. In order to continue to pay our expenses, we intend to generate revenue from our contract to operate the Jerritt Canyon mill and may seek to raise additional cash by means of debt and/or equity financings. 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.

o	Significantly reduce, eliminate or curtail our business operating activities to reduce operating costs;

o	Sell, assign or otherwise dispose of our assets, if any, to raise cash or to settle claims by creditors;

o	Pay our liabilities in order of priority, if we have available cash to pay such liabilities;

o	If any cash remains after we satisfy amounts due to our creditors, distribute any remaining cash to our shareholders in an amount equal to the net market value of our net assets;

o	File a Certificate of Dissolution with the State of Colorado to dissolve our corporation and close our business;

o	Make the appropriate filings with the Securities and Exchange Commission so that we will no longer be required to file periodic and other required reports with the Securities and Exchange Commission; and

o	Make the appropriate filings with FINRA to affect a de-listing of our stock.

If we have any liabilities that we are unable to satisfy and we qualify for protection under the U.S. Bankruptcy Code, we may voluntarily file for reorganization under Chapter 11 or liquidation under Chapter 7. Our creditors may also file a Chapter 7 or Chapter 11 bankruptcy petition. 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.

Recent Accounting Pronouncements

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. It is not believed that this will have an impact on the Company's financial position, results of operations or cash flows.

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. It is not believed that this will have an impact on the Company's financial position, results of operations or cash flows.

Plan of Operations

i. The Jerritt Canyon Gold Mill

As part of our program of diversification into north-central Nevada, on October 14, 2008 we entered into a Mill Operating Agreement (the “Agreement”) with Queenstake USA, the wholly-owned subsidiary of Queenstake Resources, Ltd. and Yukon-Nevada Gold Corp., to operate the 4,000 ton-per-day (tpd) Jerritt Canyon CIL gold mill (the “Mill”) located 50 miles north of Elko, Nevada. The Mill shut down in August 2008 due to certain mechanical and labor issues, and in September 2008, initially pursuant to a verbal agreement, we undertook the maintenance and environmental regulatory compliance operations at the Mill pending bringing it back on-line in full operation. The Agreement to operate the Mill contains two conditions that must be met before it becomes fully effective:

o	first, Queenstake USA must raise at least a net $17.5 million for operations and,

o	second, Queenstake USA must receive permission from all relevant state and federal agencies to re-start operations at the Jerritt Canyon mill.

Under a pre-operating provision in the Agreement, we had 18 full-time employees on-site at Jerritt Canyon, including our Chief Operating Officer (COO), Blane W. Wilson, as well as a number of part-time employees at any given moment through the period from mid September 2008 through March 25, 2009. On March 25, 2009, the Nevada Division of Environmental Protection (NDEP) made a determination authorizing the restart of Jerritt Canyon’s milling operations. Queenstake USA had sufficient funding to initiate operations and we began hiring additional personnel. As of May 15, 2009 we have 80 employees working for us at the Jerritt Canyon mill.

Queenstake USA funded all costs of the maintenance and regulatory environmental compliance operations during the pre-operating period and is required by the Agreement to pay Golden Eagle an administrative fee of 20% of those costs. However, due to the unexpected length of time involved in the pre-operating period, and in solidarity with Queenstake USA, we agreed to accept an 8% administrative fee on operational costs and defer the balance of the 20% fee until the mill commenced full processing operations. We have accrued the 12% difference on our financial statements as accounts receivable. Since March 25, 2009, through the date of the filing of this report, we have continued to operate under the 20% cost-plus administrative fee of the pre-operating provision of the Agreement. However, we project that Queenstake USA will meet the Agreement’s condition precedent regarding funding, or will waive that requirement due to the fact that the Mill will be in full operation, by June 1, 2009.

Our COO, Blane Wilson, who is running our operations at the Jerritt Canyon mill, has 24 years of experience managing milling and processing operations. He was Corporate Operations Manager for the Jerritt Canyon gold mine and mill prior to becoming the Company’s COO in April of 2008. Mr. Wilson worked in the Jerritt Canyon operation for 19 years in various positions, including: Mill Foreman, Process Superintendent and Process Manager. Since 1981 through its shutdown in August 2008, the Jerritt Canyon mill processed more than 8 million troy ounces of gold. At the Jerritt Canyon mine and mill, Mr. Wilson oversaw a $33 million annual budget and managed a workforce of 154 personnel.

Under the Agreement, and once the Mill is in full operation, we will be the Mill operator for a term of 5 years, which is renewable at the option of Queenstake USA for an additional 5-year term. We will be entitled to a fee of 8% of all operator costs, as well as a percentage fee or profit share of 20% of the net profits from operations. Furthermore, under the Agreement we are also to receive a $500,000 interest-free loan for initial operating capital from Queenstake USA, payable in equal monthly installments by the Company over the first 5-year term of the Agreement. Additionally, the Company is entitled to certain production bonuses if the price of gold exceeds $900 per ounce; if costs can be decreased below projections; and, if ore is processed that is not found in closely-located stockpiles, but must be hauled by the Company from any remote location.

The Jerritt Canyon mill is accessible by means of all-weather paved state roads from the nearest principal urban center, which is Elko, Nevada.

ii. The Gold Bar Mill.

In 2004, we purchased the 4,000 tpd Gold Bar CIP gold mill (the “Gold Bar Mill” or the “Mill”) located 25 miles northwest of Eureka, Nevada. Initially, our plan was to disassemble the Gold Bar Mill and transport it to Bolivia to be reconstructed on our A Zone project in eastern Bolivia. Due to the current political climate and tax structure in Bolivia, we have determined that the best course of action with regards to the Gold Bar Mill is to leave it in place and explore our options related to the Mill in Nevada. In April 2008 we hired Blane Wilson as our Chief Operating Officer. Mr. Wilson’s primary responsibility was to help us determine the best course of action with regards to this asset and implement a Gold Bar strategy. We have entered into confidentiality agreements and had detailed negotiations with various parties regarding the potential of this Mill. These possibilities include (a) rehabilitating the Mill for toll refining (which is defined as processing ore through our Mill for a fixed fee or toll that is produced by a third-party mining company from its mine) on its current site; or (b) joint venturing the Mill with other partners that may be able to produce ore from their mines; or (c) an outright sale either for cash, or stock and other consideration, in another mining venture. All of the foregoing is contingent on obtaining sufficient financing and/or a willing joint venture partner or a suitable buyer. The Mill is currently not operating and we do not currently have plans to commence any operations at the Gold Bar Mill. It is easily accessible by well-maintained, all-weather gravel roads for 15 miles off of all-weather paved state highways from the nearest urban center, which is Eureka, Nevada.

iii. The C Zone Gold Mill and Mine.

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 (the “C Zone Mill” or “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 Mill 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. We commenced Mill 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 this period of time, we were only been able to get small lots of diesel fuel, which only 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) also were 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 Bolivian Mining Code that we believed would be rescinded 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. Our analysis is that Bolivia’s current mining tax structure, at current international prices for gold, effectively levies a 35.5% 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 did generate $19,307 in revenue from sales of gold from our C Zone mine and plant during the quarter ended December 31, 2008. While we are currently not conducting mining and milling operations at this time we continue to employ an onsite security and maintenance staff. We have also entered into discussions with possible joint venture partners to operate the mine and plant. On February 28, 2009 we paid the annual claims fees and renewed our mining claims on which the C Zone mine sits for an additional year.

The C Zone mine and mill are accessible by all-weather asphalt roads to within 18 kilometers (11 miles), and then by gravel roads that can present challenges to access during the rainy season (December through April).

iv. Mine Camp for A & C Zone Projects.

During 2007 and 2008 we completed construction of our mine camp situated between our A Zone project and the C Zone mine and mill in Bolivia. 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. Activities in the mine camp are subject to the same political and economic issues described in (iii) above. Access is the same of that described for the C Zone in iii above.

v. A Zone Buen Futuro Gold and Copper Project.

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, although our ability to do so (even assuming we had adequate financing) is subject to the same political and economic issues described above. 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 we conclude through our long term analysis of the situation in Bolivia 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. As a result of the political situation and the current tax structure described in iii. C Zone Gold Operation, above, we have temporarily suspended all exploration and development work on the A Zone Buen Futuro gold and copper project. We have been in negotiations with various parties that may be willing to continue exploration on the A Zone as joint venture partners. On February 28, 2009 we paid the annual claims fees and renewed our mining claims on which the Gran Serpiente claims on which the A Zone mineral prospect sits for an additional year.

Access to the A Zone Gold and Copper Project is the same as that described for the C Zone in iii above.

vi. Cangalli Gold Project.

After careful analysis of the current political situation and the pending tax changes in Bolivia, as described in iii. C Zone Gold Operation, above, we have determined to discontinue our efforts to develop our Cangalli and Tipuani Valley gold project in Western Bolivia. On March 1, 2009, we elected not to renew our claims in this region. At some point in time should we attempt to reestablish our operations at Cangalli, we would be required to negotiate with COMIBOL, the Bolivian state mining company, as a joint venture partner.

vii. Summary of Plan of Operations

To accomplish our strategy we intend to carry out the steps in our Plan of Operations that are summarized below:

Commence production at the Jerritt Canyon gold mill as the contract mill operator. As of the date of this filing, we employ 80 workers at Jerritt Canyon to operate the mill. The Mill Operating Agreement requires that Queenstake Resources USA pays all expenses and pays us an 8% cost-plus administrative fee, as well as a 20% fee on profits. Furthermore, Queenstake USA must make a $500,000 operating loan to us. Although we have received the necessary governmental approvals for the recommencement of operations, certain steps are still being taken to bring the Jerritt Canyon mill into full-scale production. Operations have begun at the Mill and we project, but cannot assure, that the Mill will be in full operation by June 1, 2009.

Determine if we will perform contract ore milling at the current Gold Bar site in Nevada, enter into a joint venture for milling ore at the Gold Bar site, or sell the mill to another mining company for the purpose of processing ore at the Gold Bar site. Also, determine the direction to take with respect to the development of the Gold Bar mill. The region around our mill has recently experienced increased gold mining activity as a result of the current international price for gold. We also believe that there is a milling shortfall in the region that may present us an opportunity to recommence the Gold Bar mill operations on a contract basis as a tolling facility. We are currently evaluating this possibility and the potential benefits to us. We estimate that it will take approximately $1 million to bring the Gold Bar mill back online to accept contract milling and processing work. However, other costs that we have under evaluation, such as permitting and new tailings impoundment construction, could easily be significantly more expensive than the mill rehabilitation costs, and may exceed $15 million. We currently do not have sufficient financing available for the Gold Bar mill and we are focusing our efforts on the Jerritt Canyon gold mill as described above.

We will continue to monitor and evaluate the political and tax climate in Bolivia with regards to recommencing mining and milling operations at our C Zone mine and mill. We will also continue our discussions with potential joint venture partners that may be willing to provide funding and operate the C Zone mine and mill. However, we cannot guarantee at this time that those negotiations will result in ongoing arrangements in the future or that the political and tax climate will improve adequately in Bolivia to permit recommencement of operations (assuming without assurance that we have the financing necessary for those operations).

Obtain estimated financing or income from our diversification of $200,000 for the remaining costs pertaining to the construction and operation of a 1,000-tpd processing plant on our C Zone gold project and an additional estimated $200,000 to increase our capacity to 2,000 tpd. This financing or income would only be invested after the careful analysis that we currently have underway about whether, and under what conditions, we will want to operate the C Zone mill. We also hope to secure between $600,000 and $1 million to continue our in-fill drilling, metallurgical studies and final feasibility work for our Buen Futuro A Zone, as well as our B and C Zones. We have been in discussions with third-party mining investors from Europe and Bolivia regarding joint venture efforts for the final exploration and feasibility work on these gold and copper prospects. However, we cannot guarantee at this time that those negotiations will result in ongoing arrangements in the future or that the political and tax climate will improve adequately in Bolivia to be attractive to potential joint venture partners and to permit recommencement of operations (assuming without assurance that we have [directly or through joint venture partners] the financing necessary for those operations).

We intend to maintain our mining claims on the Buen Futuro 2,500-acre site as well as other critical claims in the Precambrian Shield surrounding the Buen Futuro claims not included in the A Zone, as well as the remainder of our 42,731-acre remaining landholding as best we can, given our current lack of liquidity and the current political and tax climate in Bolivia as described above. We will continue to monitor and evaluate the political and tax climate in Bolivia and we may reestablish our exploration and development efforts at Buen Futuro should conditions in Bolivia improve. We cannot however guarantee that we will develop the Buen Futuro project. We will continue to seek joint venture partners to develop the region. We estimate costs for this additional exploration work to total $1,000,000 over the next two years. We also cannot guarantee at this time that negotiations with joint possible joint venture partners will result in the development of the Buen Futuro project.

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 other than fulfilling our contract to operate the Jerritt Canyon mill 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 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 three months of 2009. 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 March 31, 2009, 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

All unregistered sales of common stock during the quarter ended March 31, 2009 have been previously reported on forms 10K or 8K.

(b) Convertible Debentures

We relied upon Sections 4(2) and 4(6) of the Securities Act of 1933 (the “Securities Act”) for the offer and sale of this convertible debenture. We believed that Sections 4(2) and 4(6) was available because the offer and sale did not involve a public offering, there was no general solicitation or general advertising involved in the offer or sale and the purchaser was an accredited investor. Further, we made available to the Dewey Williams Profit Sharing Plan & Trust or its advisors with disclosure of all aspects of our business, including our reports filed with the Securities and Exchange Commission, our press releases, and other financial, business, and corporate information and we believe that the investor obtained all information regarding the Company it requested, received answers to all questions it posed, and otherwise understood the risks of accepting our securities for investment purposes.

Item 3. Defaults Upon Senior Securities

None

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

None

Item 5. Other Information:

Contemplated Shareholders’ Meeting

On January 15, 2009, we filed a preliminary proxy statement, the sole purpose of which was to seek shareholder approval to amend our articles of incorporation to effect a reverse stock split. At the time of filing the preliminary proxy statement (and as described above), our authorized capital was 2,000,000,000 shares, and we had 1,535,897,333 shares of common stock outstanding, 80,000 shares of Series B Convertible Preferred Stock (convertible into 20,000,000 shares of common stock), and one share of Series C Contingent Convertible Preferred Stock (convertible into 487,746,250 shares of common stock). In addition, we have outstanding debentures convertible into 121,960,000 shares of common stock, and options exercisable at prices ranging from $$.002 to $.025As a result, we do not have sufficient capitalization to meet our goals. It is our intention to schedule a Shareholders’ Meeting to consider the amendment of our articles of incorporation to effect a reverse stock split, to consider stock options that the board of directors has granted, and to consider other issues that may arise between the filing of this report and the filing of a definitive proxy statement.

This is not an attempt to solicit a proxy for the foregoing meeting of shareholders which has not yet been scheduled and the proxy statement for that meeting has not yet been finalized. Certain of our directors and executive officers may, under the rules of the SEC, be deemed to be “participants” in the solicitation of proxies from its stockholders in connection with the proposed transaction. Information concerning the interests of the persons who may be “participants” in the solicitation is set forth in our most recent annual report on Form 10-K (including any amendments thereto), previously filed with the SEC.

The preliminary proxy statement is available free of charge online through the EDGAR filings maintained by the Securities and Exchange Commission at www.sec.gov, and any amendment thereto will be available when filed. When the definitive proxy statement is available, we will also comply with the SEC’s ‘notice and access’ filing requirements. OUR SHAREHOLDERS SHOULD READ THE ENTIRE PRELIMINARY PROXY STATEMENT AND THE DEFINITIVE PROXY STATEMENT (WHEN AVAILABLE) AND THE ACCOMPANYING MATERIALS AS THEY CONTAIN (OR WILL CONTAIN) IMPORTANT INFORMATION. We do not currently have any estimated time when we will attempt to finalize or mail the proxy statement or hold the meeting.

Item 6. Exhibits:

Exhibits required by Item 601 of Regulation S-K


10.1		Mill Operating Agreement between Queenstake Resources USA, Inc. and Golden Eagle International, Inc. (1)

10.2		Model Form of the Four Common Stock Subscription Agreements (Dewey L. Williams Profit Sharing Plan and Trust) (2).

10.3		Golden Eagle International, Inc. 2009 Equity Incentive Plan (3).

31.		Certifications pursuant to Rule 13a-14(a)

		31.1 Certification of the Chief Executive Officer

		31.2 Certification of the Chief Financial Officer

32.		Certifications pursuant to 18 U.S.C.ss.1350.

		32.1 Certification of the Chief Executive Officer
		32.2 Certification of the Chief Financial Officer

(1) Incorporated by reference from the registrant’s Current Report on Form 8-K dated January 15, 2009 and filed on January 15, 2009.

(2) Incorporated by reference from the registrant’s Current Report on Form 8-K dated January 28, 2009 and filed on February 5, 2009.

(3) Incorporated by reference from the registrant’s Current Report on Form 8-K dated March 27, 2009 and filed on March 31, 2009.

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.

May 20, 2009

GOLDEN EAGLE INTERNATIONAL, INC.
(Golden Eagle)

By: /s/ Terry C. Turner
——————————————
Terry C. Turner
President and Principal Executive Officer

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:

1. I have reviewed this quarterly report on Form 10-Q for the period ended March 31, 2009 of Golden Eagle International, Inc.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s the other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s the other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By: /s/ Terry C. Turner
——————————————
Terry C. Turner
President,
Principal Executive Officer

May 20, 2009

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:

/s/ Tracy A. Madsen
——————————————
Tracy A. Madsen
Principal Financial Officer

May 20, 2009

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, 2009, as filed with the Securities and Exchange Commission on the date hereof (“the Report”), I, Terry C. Turner, President and Principal Executive Officer, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

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

(2)

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

Date: May 20, 2009

/s/ Terry C. Turner
——————————————
Terry C. Turner
President and Principal Executive Officer

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, 2009, 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:

(1)

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

(2)

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

Date: May 20, 2009

/s/ Tracy A. Madsen
——————————————
Tracy A. Madsen
Principal Financial Officer



Golden Eagle International, Inc.
Condensed Consolidated Balance Sheets

	March 31, 2009	March 31, 2008
	(Unaudited)


ASSETS

CURRENT ASSETS
Cash & cash equivalents	$ 7,722	$ 54,883
Net accounts receivable	386,718	84,482
Prepaid expenses	60,992	70,027

Total current assets	455,432	209,392


PROPERTY AND EQUIPMENT
Mining equipment and property	614,348	733,353
Plant and mill - idle	3,980,000	3,980,000
Mine development costs	752,339	752,339
Mineral properties	1,372,977	1,414,997
Office equipment	84,079	137,356
Vehicles	22,000	116,182

	6,825,744	7,134,227
Less accumulated depreciation and impairment	(1,104,908)	(1,219,705)

Total property and equipment	5,720,836	5,914,522


Total Assets	$ 6,176,268	$ 6,123,914


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses	$ 533,140	$ 281,232
Deferred wages	228,687	205,092
Other notes payable	355,100	468,285
Related party payable	105,000	57,525
Convertible debenture	249,000	249,000
Accrued interest payable	74,849	65,857

Total current liabilities	1,545,775	1,326,991


Debentures (net)	78,528	61,605


Total long term liabilities	78,528	61,605


Common stock payable	85,000	35,000
Commitments and contingencies	-	-

Total Liabilities	1,709,303	1,423,596


STOCKHOLDERS' EQUITY
Preferred stock, par value $.01 per share; 10,000,000 shares authorized,80,001 issued and outstanding	800	800
Common stock, par value $.0001 per share; 2,000,000,000 authorized shares;1,834,784,819 and 1,535,897,333 issued and outstanding shares, respectively	183,478	153,589
Additional paid-in capital	61,189,972	60,999,285
Accumulated (deficit)	(56,907,285)	(56,453,357)

Total stockholders' equity	4,466,965	4,700,317

Total Liabilities and Stockholders' Equity	$ 6,176,268	$ 6,123,913

F-1



Golden Eagle International, Inc.
Unaudited Condensed Consolidated Statements of Operations

	March 31, 2009	March 31, 2008


REVENUES	$ 814,683	$ -

OPERATING EXPENSES
Production Costs	676,332	-
Exploration and development	41,828	55,878
General and administration	269,044	241,518
Depreciation and depletion	18,876	5,797


Total operating expenses	1,006,081	303,193


OPERATING (LOSS)	(191,398)	(303,193)


OTHER INCOME (EXPENSE)
Interest expense	(20,418)	(39,208)
Gain (loss) on sale of assets	3,965	-
Asset Impairment	-	-
Accretion of note discount	(36,923)	(13,502)
Other, net	(209,154)	44,757


Total other income (expense)	(262,530)	(7,953)


Loss before income taxes	(453,928)	(311,146)
Income taxes	-	-


NET (LOSS)	$ (453,928)	$ (311,146)


Basic and diluted (loss) per share	(0.00)	(0.00)
Weighted average shares outstanding - basic and diluted	1,741,797,601	1,712,275,665

F-2



Golden Eagle International, Inc.
Condensed Consolidated Statements of Cash Flows For the Three Months Ended (Unaudited)

	March 31, 2009	March 31, 2008

CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)	$(453,928)	$(311,146)
Adjustments to reconcile net (loss)
to net cash (used) by operating activities:
Stock issued for services	-	127,075
Stock payable for services	50,000	-
Stock issued for financing fees	-	10,000
Stock issued for exploration and development	-	36,000
Stock issued for interest	-	85,494
Stock issued for payables	-	81,603
Depreciation	18,876	5,797
Impairment of assets	-	-
Accretion of note discount	36,923	13,502
Options expense	11,354	-
(Gain) loss on disposition of assets	(3,964)	-
Changes in operating assets and liabilities
Decrease (increase) in accounts receivable	(302,236)	-
Decrease (increase) in prepaid expense and other costs	9,035	50,799
Increase (decrease) in deferred wages	23,595	(9,940)
Increase (decrease) in accounts payable	251,908	(12,148)
Increase (decrease) in accrued interest	10,867	(62,968)

Net cash flows (used by) operating activities	(347,570)	14,068

Investment in property and equipment	178,774	(271,307)

Net cash flows provided by (used) in investing activities	178,774	(271,307)

Borrowings from related parties	55,000	13,000
Repayments to related parties	(7,525)	(35,350)

Proceeds from other notes payable	54,160	179,730
Proceeds from debentures	-	-
Common stock sold	20,000	100,125

Net cash flows provided by financing activities	121,635	257,505

NET INCREASE (DECREASE) IN CASH	(47,161)	266
CASH - BEGINNING OF PERIOD	54,883	2,742

CASH - END OF PERIOD	$ 7,722	$ 3,008

SUPPLEMENTAL CASH FLOW INFORMATION
Non cash financing and investing activities
Preferred and common stock issued for debt (see note e)	$ 189,221	$ -
Cash paid for

Interest	$ 9,258	$ 2,650
Income taxes	-	-

F-3

Golden Eagle International, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note A – Basis of Presentation

The accompanying financial statements are unaudited. However, in our opinion, the accompanying financial statements reflect all adjustments, consisting of only normal recurring adjustments, necessary for fair presentation. Interim results of operations are not necessarily indicative of results for the quarter ended March 31, 2009. These financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2008.

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, 2008.

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, 2008.

Going Concern Considerations

The 2008 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, 2009 and have incurred substantial losses since our inception.

We have entered into an agreement with Queenstake Resources USA, Inc. (“Queenstake USA”), a wholly-owned subsidiary of Yukon-Nevada Gold Corp., to operate the Jerritt Canyon gold mill located 50 miles north of Elko, Nevada.

Additionally we own the following gold mills:


Mill	Location	Status
Gold Bar Mill	Eureka, Nevada	Owned
C Zone Mill	Ascension de Guarayos, Bolivia	Owned

As of the 2008 year-end, we owned the following mineral prospects in Bolivia:


Tipuani-Cangalli prospect (1)	Number Acres	Status
Cangalli claims	5,000 acres	Owned
Tipuani prospect	7,000 acres	Owned

Precambrian Shield (2)
Precambrian prospect	111,500 acres	Owned
Buen Futuro claim	2,500 acres	Owned
Cobra claim	22,500 acres	Owned

F-4

¹On March 1, 2009, we elected not to renew our mining concessions for the Tipuani-Cangalli prospect in western Bolivia, which consisted of 12,000 acres in the Tipuani River Valley.

For the years ended December 31, 2008 and 2007, we reported net losses of $1,696,382 and $6,377,636, respectively. Our financial results over the past two years have been impacted by the shutdown of our production operations as discussed in annual report on Form 10-K for the year ended December 31, 2008 and this quarterly report on Form 10-Q for March 31, 2009, in connection with our financial results for the years ended December 31, 2008 and 2007.

Reclassifications

Certain amounts for the three months ended March 31, 2008 have been reclassified to conform to the March 31, 2009 presentation. These reclassifications were not material to the financial statements.

Note C – (Loss) Per Share

F-5


Fully diluted shares for the quarters ended March 31,	2009	2008
Basic shares outstanding	1,834,784,819	1,789,587,277
Series B conversion	20,000,000	31,250,500
Series C conversion	487,746,250	-
Convertible debentures	112,000,000	10,000,000
Convertible notes payable	-	18,832,485
Stock options (approved)	40,468,042	-
Total	2,494,999,111	1,849,670,262


For the three months ended March 31,	2009	2008
Net Loss	($453,928)	($311,146)
Weighted average shares outstanding - basic	1,741,797,601	1,712,275,665
Basic (loss) per share	0.00	0.00

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:


Three Months ended March 31,	2009	2008
Issuance of common stock for the conversion of debt, payables and interest (1)	$168,607	$400,685
Conversion of preferred stock to common stock (2)	-	229,960
Issuance of common stock to employees and consultants	-	127,075
Issuance of common stock for exploration and development	-	36,000
Issuance of common stock for convertible debentures and interest (3)	20,614	-
Total	$189,221	$784,696

F-6

(1) On January 25, 2008 we entered into two agreements with Kevin K. Pfeffer (“Mr. Pfeffer”), which became effective February 1, 2008 based on certain conditions subsequent being met. Mr. Pfeffer is a former director in Golden Eagle International, Inc., having served on our board of directors from January 23, 2003 through December 4, 2006. The two subject agreements settle 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. 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. 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: a. 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.

On February 4, 2008, we issued 5,997,564 shares of our common stock to Harlan (Mac) DeLozier a Bolivian resident at $0.009 per share or an aggregate of $53,978.08. The shares were issued for a convertible note payable to Mr. DeLozier dated February 6, 2007 for services provided to the company.

On February 5, 2008 we entered into a settlement agreement with CEOcast, for the payment of trade payable from March 2005. Rachel Glicksman was issued 2,000,000 shares of our common stock in exchange for a payable totaling $17,600 including principal and interest at .0088 per share.

On February 5, 2008 we entered into a settlement agreement with RAF y CIA, LLC, which had acquired the debt owned by Tio Rico Ltd. which originally was for a note to purchase a company aircraft. RAF y CIA, LLC was issued 5,137,231 shares of our common stock in exchange for a note payable totaling $51,372 including principal and interest. We also issued 1 million shares of our common stock as a settlement fee. Additionally we issued 2,180,000 shares of our common stock to RAF y CIA, LLC in exchange for $21,800 in debt which we originally owed as an account payable to Redstone Ltd. dating back to June 30, 2005.

On February 15, 2008, we issued 3,750,000 shares of our common stock and on May 5, 2008, we issued an additional 3,750,000 and on September 23, 2008 we issued an additional 3,750,000 shares of our common stock to Burns, Figa & Will at $0.004 per share for an aggregate of $45,000. The shares were issued for a convertible note payable to Burns, Figa & Will dated January 16, 2007 for legal services provided to the company which were past due.

On January 28, 2009 we issued 182,000,000 shares of our restricted common stock to Jose Edmundo Arauz in exchange for $127,400 in debt at a price of $.0007 per share.

On January 28, 2009 we issued 58,867,486 shares of our restricted common stock to Nestor Dimas Perez in exchange for $39,945 in debt and $1,262 in accrued interest at a price of $.0007 per share.

(2) Between January 1, 2008, and March 31, 2008, seven of our Series B Convertible Preferred shareholders had converted an additional 220,960 Series B Preferred shares into 55,240,000 restricted common shares.

F-7

(3) On January 28, 2009 we issued 29,448,571 shares of our restricted common stock to Dewey Williams in exchange for $20,000 in debentures and $614 in accrued interest. Additionally we issued Mr. Williams 28,571,429 shares of our restricted common stock for $20,000 in cash.

Note E – Payables

Our deferred wages are payable to our officers in the United States in the amount of $109,195 and to employees in Bolivia in the amount of $119,492 totaling $228,687.

We have notes payable, including:

A note totaling $117,600 payable to a Bolivian resident with an interest rate of 8% per annum maturing on December 31, 2009.

A note totaling $12,000 payable Dewey Williams with an interest rate of 8% that has subsequently been converted into a convertible debenture maturing on March 18, 2010.

A note totaling $5,500 payable to Lonestar Equity Group with an interest rate of 8% maturing on December 31, 2009.

A note totaling $220,000 payable to Casco Credit with and interest rate of 12% maturing on March 24, 2009.In the event of default, this note at the option of the holder become due and payable and the amount due shall accrue interest at a default rate of 5% per month. This note is secured by the Gold Bar mill located 25 miles north of Eureka, Nevada.

On February 26, 2009 we entered into a short-term promissory note with our Chief Financial Officer for $25,000 and, on the same date, entered a short-term promissory note with our Chief Executive Officer for $30,000. The proceeds from these notes were used to pay our patent fees (mining concession fees payable to the Bolivian government), which were due February 28, 2009, to retain our mining concessions on our Precambrian properties in eastern Bolivia. These promissory notes have a term of 4 months and mature on June 25, 2009. The notes accrue interest at 8% per annum, with a default rate of 12% per annum.

F-8

A debenture payable to a shareholder, Aloha Holdings, Inc., in the amount of $249,000, which bears interest at 7% per annum with a default rate of 10% per annum which matured on May 2, 2007, and is convertible into our common stock at $0.025 per share. The Company and Aloha mutually agreed to extend the maturity date of this note to May 2, 2009. We are currently in default on this note and subject to the default rate of 10%, due to the failure to pay interest in a timely manner and as of March 31, 2009 we owe $22,149.75 in accrued interest. As a subsequent event, on April 15, 2009 we were informed that this debenture had been purchased by Golden Eagle Mineral Holdings, Inc. (GEMH).

As of March 31, 2009, we have 7 convertible debentures outstanding totaling $204,000. 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. These debentures are convertible into 102,000,000 shares of our restricted common stock. 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 $204,000. On the balance sheet they have been discounted by $125,472 to $78,528. The discounted amount is accreted over the twenty-four month period or in its entirety if the debenture is converted during the term. During the quarter ended March 31, 2009, $36,923 was accreted to financing costs.

Our obligation to pay accrued interest on Items 3-6 in the amount of $74,849. Interest on these notes is expensed each quarter and accrued.

On December 29, 2008 we received from Golden Eagle Mineral Holdings, Inc. (“GEMH”) the tender of, and our board of directors approved the receipt by us into treasury of, 487,746,250 shares of our common stock owned by GEMH in exchange for one share of our Series C contingent convertible preferred stock. As a result of the conversion of 487,746,250 common shares into one Series C Preferred share, we reduced the number of common shares outstanding by 487,746,250.

10.

11.

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 December 31, 2008, we owed $42,000 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 which is also included in our accounts payable.

F-9

12.

13.

14. Our obligation to pay Blane Wilson, our Chief Operating Officer, 3% of the compensation (not including reimbursement of expenses incurred) we receive as a result of our agreement with Queenstake Resources USA, Inc. and 3% of any revenues that may be generated from our Gold Bar mill, as part of his employment contract. As of December 31, 2008, we owed Mr. Wilson $7,144 under this agreement which is included in our accounts 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.

During the year ending December 31, 2008 we entered into 15 Convertible Debenture Agreements and issued 15 Convertible Debentures totaling $363,500 which were reported in Forms 10-Q dated June 30, 2008 and September 30, 2008. 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. As of December 31, 2008, $139,500 of these debentures had been converted into 64,062,754 common shares leaving debentures totaling $224,000 convertible into 112,000,000 common shares. As these debentures carry a conversion price that was less than market price on the date of issuance, 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 nine outstanding debentures as of December 31, 2008 is $224,000. On the balance sheet they have been discounted by $162,395 to $61,605. The discounted amount is accreted over the twenty-four month period or in its entirety if the debenture is converted during the term.

As of March 31, 2009, we have we have seven Convertible Debentures outstanding totaling $204,000. During the quarter ended March 31, 2009, $36,923 was accreted to financing costs.

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

1. Common Stock

On January 13, 2009 we granted 15,151,515 options to Blane Wilson, our Chief Operating Officer, as part of his employment agreement. These options were valued at $25,000 and priced at $.00165 per share and expire on January 13, 2012.

All other unregistered sales of common stock during the quarter ended March 31, 2009 have been previously reported on forms 10K or 8K.

2. Convertible Debentures

During the three month period ending March 31, 2009 we entered into a Convertible Debenture Agreement and issued a Convertible Debenture totaling $52,000 to the Dewey Williams Profit Sharing Plan & Trust. This debenture carries an interest rate of 8% per annum payable at maturity and mature one year from the date of the debenture. The 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 three trading days prior to the date of the debenture, or $.0005 per share, whichever is less provided that the minimum conversion price is not less than $.0005 per share. As we had only received $12,000 in proceeds for this debenture as of March 31, 2009 we classified the $12,000 as a note payable on the accompanying financial statements. We relied upon Sections 4(2) and 4(6) of the Securities Act of 1933 (the “Securities Act”) for the offer and sale of this convertible debenture. We believed that Sections 4(2) and 4(6) was available because the offer and sale did not involve a public offering, there was no general solicitation or general advertising involved in the offer or sale and the purchaser was an accredited investor. Further, we made available to the Dewey Williams Profit Sharing Plan & Trust or its advisors with disclosure of all aspects of our business, including our reports filed with the Securities and Exchange Commission, our press releases, and other financial, business, and corporate information and we believe that the investor obtained all information regarding the Company it requested, received answers to all questions it posed, and otherwise understood the risks of accepting our securities for investment purposes.

F-10

Note H – Recent accounting pronouncements

F-11

Note I – Stock based compensation

As of January 1, 2006, we elected to measure and record compensation cost relative to stock option costs in accordance with SFAS 123 (Revised 2004), “Accounting For Stock Based Compensation,” (SFAS 123(R)) which requires the company to use the Black-Scholes pricing model to estimate the fair value of the options at the grant date.

As part of employment agreement with Blane Wilson, our Chief Operating Officer, dated April 18, 2008 we agreed to the following options:

Date	Amount	Option Price	Quantity	Expiration	Amount expensed
2008
4/18/2008	$100,000	$.00718	13,927,577	4/18/2011
7/17/2008	25,000	.00672	3,720,238	7/17/2011
10/15/08	25,000	.00326	7,668,712	10/15/2011	$87,800
2009
1/13/09	25,000	.00165	15,151,515	1/13/2012	11,354
Total	$175,000		40,468,042		$99,154

We expensed $87,800 during 2008 in connection with the issuance of these options and $11,354 During the quarter ended March 31, 2009.

Note J – Subsequent Event

On April 15th, 2009, we were informed by Golden Eagle Mineral Holdings, Inc.(GEMH) that they had purchased the $249,000 debenture owned by Aloha Holdings, Inc. and it's accrued interest. While all terms remain the same, we are currently evaluating the impact of this change in ownership.

Back to Table of Contents

F-12


Large accelerated filer \|_\|	Non-accelerated filer \|_\|
Accelerated filer \|_\|	Smaller reporting company \|X\|

Advantego Corp - Quarter Report: 2009 March (Form 10-Q)

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from __________ to __________.

Item 1. Financial Statements

Forward-looking statements and risks

Overview

Assets.

Capital Expenditures and Requirements

Equity

Results of Operations

(a) Three Months Ended March 31, 2009/Three Months Ended March 31, 2008

Liquidity and capital resources

Recent Accounting Pronouncements

Plan of Operations

Impact of inflation and changing prices

Off balance sheet arrangements

Item 3. Controls and procedures

PART II – OTHER INFORMATION

Item 1. Legal proceedings

Item 3. Defaults Upon Senior Securities

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

Item 5. Other Information:

Item 6. Exhibits:

SIGNATURES

Golden Eagle International, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note A – Basis of Presentation

Note B — Organization and Nature of Business

Note C – (Loss) Per Share

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

Note E – Payables

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

Note H – Recent accounting pronouncements

Note I – Stock based compensation

Note J – Subsequent Event

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to .