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)

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.

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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 24, 2010, there were 6,547,368 shares of common stock outstanding, 80,000 shares of Series B Preferred Stock, 1 share of Series C Preferred Stock and 664,219 shares of our Series D Preferred Stock outstanding.

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

The unaudited Financial Statements for the three months ended March 31, 2010 are attached hereto and incorporated by reference herein. Please refer to pages F-1 through F-8 following the signature page.

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

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

Forward-looking statements and risks

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, 2009.

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:

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:

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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.

A. Bolivia

Previously our operations were primarily focused on minerals exploration and mining and milling operations in Bolivia through our Bolivian-based wholly-owned subsidiary, Golden Eagle International, Inc. (Bolivia). However, in late 2008 we suspended these operations, and in March 2010 transferred control of our Bolivian assets and operations to an unaffiliated third party. We expect to transfer ownership of those assets and operations during the second quarter of 2010, although there can be no assurance that we will be able to complete the transactions with the purchaser.

As of December 31, 2009 we owned the following gold mills:

As the C Zone Mill is a part of our Bolivian assets, control of that asset was transferred in March 2010 and we may be transferring ownership of that mill in the near future.

As of December 31, 2009, we owned the following mineral prospects in Bolivia:

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         On 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 had generated the most drill and other sampling data, as well as the Gran Serpiente claims (out of the Precambrian prospect claims) on which the C Zone gold mill and mine are located. We also retained the Cobra claims on the northern end of the Ascension Gold-Copper Trend.

Effective March 10, 2010, we transferred control of our Bolivian operations to an unaffiliated Swiss corporation by granting that Swiss corporation a power of attorney. The Swiss corporation has paid $112,000 to the Bolivian authorities as claims fees to maintain our concessions in eastern Bolivia. The Swiss corporation has also paid us $50,000, and has further paid approximately $53,000 (out of its obligation of $100,000) to satisfy certain of our obligations in Bolivia.

Upon transfer of ownership of the properties to the Swiss corporation which is expected to occur in the second quarter of 2010 (if it should occur, of which there can be no assurance), the Swiss corporation is required to pay an additional $100,000 of our obligations to Bolivian creditors (for a total of $200,000); to assume certain Golden Eagle obligations in Bolivia in an estimated amount of $170,000; and to pay us a 3% net smelter return on all minerals produced from the properties of up to $3 million. The net smelter return will be on a quarterly basis if and when mineral production is achieved from the mining concessions owned by the Bolivian subsidiary.

We cannot offer any assurance that the Swiss corporation will fulfill its remaining payment obligations to us with respect to our Bolivian assets and operations. If we are unable to complete the sale of these assets and operations we will continue to hold them and explore other alternatives with respect to them. However, if we are unable to complete the sale of these assets during 2010 we do not expect to engage in active exploration or mining operations in Bolivia and it is likely that the concessions will expire in March 2011 as we do not intend to pay the 2011 claims fees.

Although our Bolivian assets and operations were once the our primary focus , starting in late 2008 we have focused our operations primarily within the United States and, as noted above, in March 2009 reduced significantly our land holdings in Bolivia. We considered a number of factors when evaluating our options with respect to our Bolivian operations, including:

Based in large part on the above factors, we believed it was in our best interests to sell our Bolivian assets and operations, and continue focusing our efforts and resources on our operations and assets within the United States. As a result, effective March 10, 2010 we transferred control of all of our Bolivian assets and operations, and hopes to transfer ownership of those assets during the second quarter of 2010 (of which there can be no assurance).

B. U.S. Assets and Operations

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Starting in our third quarter of 2008 through June 10, 2009 we were engaged in contract gold milling operations in the state of Nevada. In October 2008 we entered into an agreement with Queenstake Resources USA, Inc. (“Queenstake USA”), a wholly-owned subsidiary of Queenstake Resources Ltd. and Yukon-Nevada Gold Corp., to operate the Jerritt Canyon gold mill located 50 miles north of Elko, Nevada (the “Jerritt Canyon Mill”). However, on June 10, 2009 Queenstake USA notified us that it believed that the agreement was terminated. We are currently engaged in litigation with Queenstake USA in the Fourth District Court for Elko County, Nevada in an attempt to enforce our contractual rights and to obtain damages. As appropriate, and subject to our financial resources, we intend to continue to devote time and resources to the on-going litigation with Queenstake USA.

Going forward we expect to focus our operations primarily within the United States. Currently, and as further described in this report, we own a gold mill (the “Gold Bar Mill”) in Nevada and are exploring and evaluating various options with respect to that mill. The Gold Bar Mill has not operated for more than the past ten years (including our period of ownership since 2004).

Assets.

As of March 31, 2010, we had total net assets of 5,262,673 compared to total assets of $5,608,436 as of December 31, 2009. These assets include current assets, such as cash and prepaid expenses. Our current assets decreased to $1,046,731 as of March 31, 2010 from $1,234,453 as of December 31, 2009

Capital Expenditures and Requirements

Our capital commitments are set out below:

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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:

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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.

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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 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. Since Queenstake USA unilaterally and abruptly (and we believe wrongfully) terminated its operating agreement with us, we are no longer engaged in any operations and (therefore) we cannot expect to receive any revenues from operations (although we are seeking judicial assistance in resolving the outstanding issues). 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 by these means. 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

On March 23, 2010 our shareholders approved an amendment to our Articles of Incorporation to effect a 1-for-500 reverse stock split. Since that date we have taken steps to effect the reverse stock split, including filing an amendment to our Articles of Incorporation (which amendment became effective under Colorado law on April 28, 2010) and notifying the Financial Industry Regulatory Authority (“FINRA”) of the reverse split. On May 13, 2010, subsequent to the end of the period being reported, FINRA took the necessary actions, and made the required notifications, to cause the reverse stock split to be reflected in the trading markets. Upon the reverse split being effected every 500 shares of our issued and outstanding common stock was automatically combined into one issued and outstanding share without any change in the par value of such shares.  No fractional shares are being issued in connection with the reverse stock split.  Shareholders who were entitled to a fractional share are entitled to receive a whole share. The reverse split affected all of the holders of our common stock uniformly and did not affect any shareholder’s percentage of ownership interest, except to the extent that the reverse split resulted in any holder being granted a whole share for any fractional share that resulted from the reverse split. The number of common shares into which each of our outstanding series of Preferred Stock may be convertible into, as well as the shares of common stock underlying options, warrants and convertible debentures was proportionately reduced and the exercise prices of any warrants or options, and the conversion prices of any convertible debentures, was proportionately increased by the reverse stock split. 

Following the reverse stock split, there will remain 2,000,000,000 shares of common stock authorized, and 10,000,000 shares of preferred stock authorized. The preferred stock outstanding will remain outstanding, but the number of shares of common stock into which the various series of preferred stock outstanding are convertible were proportionally adjusted. The convertible debentures, convertible notes, stock payable, and stock options will also remain outstanding, but the number of shares of common stock issuable upon conversion or exercise will also be proportionally reduced. The following table only sets forth approximate numbers because the rounding up of fractional shares will occur on a shareholder-by-shareholder basis.

Results of Operations

The following sets forth certain information regarding our results of operations for the three-month period ended March 31, 2010, compared with the same period in 2009.

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(a) Three Months Ended March 31, 2010/Three Months Ended March 31, 2009

Revenues.   During the three months ended March 31, 2010, we generated revenues of $0 compared to $814,683 in revenue during the same 2009 period. All revenues generated during the three-month periods ended March 31, 2010 and 2009, were from our mill operating agreement with Queenstake Resources USA, Inc. (“Queenstake” the wholly owned subsidiary of Yukon-Nevada Gold Corp. [“YNG”]) for maintenance and milling operations at the Jerritt Canyon gold mill in central Nevada (which agreement has been terminated by Queenstake USA as we have discussed above, as well as in Part II, Item 1 below). Through the termination of our mill operating agreement by Queenstake USA at the Jerritt Canyon mill we had 82 employees working on-site at the Jerritt Canyon mill performing duties related to its operation.

Production Costs. During the three-month period ending March 31, 2010, we had cost of goods sold of $0 related to expenses at our Jerritt Canyon mill operations. During the corresponding 2009 period we recorded production costs of $676,332.  Production costs during the three month period ended March 31, 2009 were to our operation contract with Queenstake Resources, USA. It should be noted that the production costs incurred during the three month period is greater than the amount of cash received from Queenstake USA (although less than the amount we believe is due to us). We have an obligation to pay these expenses notwithstanding Queenstake USA’s failure to make payment to us.

Exploration and Development Expenses. Exploration and development costs decreased by $25,318, to $16,510 for the three months ended March 31, 2010, from $41,828 for the comparable 2009 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 maintenance work conducted at our Gold Bar mill.

General & Administrative Expenses. General and administrative expenses increased by $1,567, to $270,612 for the three months ended March 31, 2010, from $269,045 during the three months ended March 31, 2009.  The increase in our general administrative expense is primarily attributable to the increase in legal expenses which were directly related to our litigation with Queenstake in order to recover monies owed to us as a result of the termination of our agreement to operate the Jerritt Canyon mill. We anticipate that additional legal expenses will be incurred during subsequent quarters until which time our legal action against Queenstake is settled. We cannot however provide an accurate estimate at this time as to the total amount of legal expenses that will be accrued. We also accrued additional expenses related to our solicitation for proxies and our shareholders meeting held on March 23, 2010.

Bad Debt Expense. Bad debt expense increased to $202,688 during the three months ended March 31, 2010 from $0 during the three month period ended March 31, 2009. This increase in bad debt expense was the result of an allowance for uncollectible Queenstake receivables of $202,688. Due to the suspension of our contract with Queenstake Resources USA and the subsequent lawsuit we cannot guarantee that we will be able to collect all fund s owed to us under the operating contract. We have entered an allowance of 10% of the outstanding receivable balance from Queenstake during the quarter for a total allowance for uncollectible receivables of $1,078,129. While we fully expect to recover payment for monies owed to Golden Eagle by Queenstake, we have taken an allowance for bad debt in the event we are unable to collect the full amount. We cannot guarantee that we will be able to recover any funds due to Golden Eagle and we may increase our allowance for bad debt in the future if our efforts to collect these funds are unsuccessful or if our legal and collection efforts take longer than expected.

Depreciation and Depletion Expenses.  Depreciation and depletion decreased by $18,825 to $51 during the three months ended March 31, 2010, from $18,876 during the same period in 2009.  The decrease was the result of the impairment of virtually all fixed assets in Bolivia as of December 31, 2009, related to the sale of our Bolivian operations during the quarter ended March 31, 2010.

Operating Loss.  Operating loss increased by $298,461 to $489,859 for the three months ended March 31, 2010, from an operating loss of $191,398 for the three months ended March 31, 2009.  The increased loss was primarily due to the bad debt expense we accrued in the amount of $202,688 and legal fees related to the collection of Queenstake receivables. If the amounts due to us from Queenstake USA prove not to be collectible, or of delayed collectibility, we may not be able to recognize those amounts as revenues. Such a restatement of financial statements (if required) would increase our operating loss for the period by $998,747.

Interest Expense.  Interest expense for the three-month period ended March 31, 2010, increased by $33,115 to $53,533, from $20,418 during the same 2009 period.  The increase was primarily the result of penalty interest which accrued on our Casco notes payable. Loss on Sale of Assets.  During the quarter ended March 31, 2010, we incurred a net loss of $8,261 from the sale and disposition of assets in Bolivia. During the same 2009 period there was a $3,965 gain on the sale of fixed assets.

Accretion of Note Discount. During the three-month period ended March 31, 2010, we incurred $23,208 in costs related to the accretion of the discount on debentures and convertible notes payable compared to $36,923 during the same 2009 period. As of March 31, 2010, we had four Convertible Debentures outstanding totaling $137,000. . On the balance sheet they have been discounted by $18,542 to $118,458. The discounted amount is accreted over the term of the debenture or in its entirety if the debenture is converted during the term. During the three months ended March 31, 2010, $23,208 was accreted to financing costs.

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Other Net Expenses and Income.  Other expenses net of other income for the quarter ended March 31, 2010, were $1,198 compared to other expense of $209,154 during the same 2009 period.

Net Loss.  Net loss for the three-month period ended March 31, 2010, increased by $176,894 to $630,822 from $453,928 during the same 2009 period.  The increase was primarily due to the increase in legal costs and the bad debt expense related to the collection of receivables from Queenstake.

Liquidity and capital resources

Our auditors issued a going concern opinion on our audited financial statements for the fiscal year ended December 31, 2009 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 $2,113,272at March 31, 2010 and $1,649,318 at December 31, 2009, 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 over the next twelve months for general and administrative expenses.

Our cash balance of $126 as of March 31, 2010, is insufficient to meet these planned expenses. In order to continue to pay our expenses we 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.

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.

Plan of Operations

A. U.S. Operations and Assets

The Jerritt Canyon Gold Mill

At the present time we are not engaged in any business operations with respect to the Jerritt Canyon Gold Mill, although we continue to believe that we have a contractual right to be engaged in those operations and have brought litigation in an effort to assert our rights as we interpret them to be. This litigation is further described below.

As part of our program of diversification into north-central Nevada, on October 14, 2008 we entered into a Mill Operating Agreement (the “Queenstake Agreement”) with Queenstake USA, to operate the 4,000 ton-per-day (tpd) Jerritt Canyon CIL gold mill located 50 miles north of Elko, Nevada. The Jerritt Canyon Mill shut down in August 2008 due to certain mechanical and labor issues, and in September 2008, pursuant to a verbal agreement with Queenstake USA, we undertook the maintenance and environmental regulatory compliance operations at the Jerritt Canyon Mill with the aim of bringing it back on-line in full operation.

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Through March 25, 2009 we had several full-time employees on-site at the Jerritt Canyon Mill, including our Chief Operating Officer, Blane W. Wilson, as well as a number of part-time employees. On March 25, 2009, the Nevada Division of Environmental Protection authorized the restart of operations at the Jerritt Canyon Mill. At that time, in reliance on Queenstake USA’s representations and actions that it intended to restart milling operations, we began hiring additional personnel. As of June 10, 2009 we had 90 employees working for us at the Jerritt Canyon Mill.

Queenstake USA funded all costs of the maintenance and regulatory environmental compliance operations prior to the recommencement of operations at the Jerritt Canyon Mill. Additionally, pursuant to the Queenstake Agreement, Queenstake USA was obligated to pay us an administrative fee equal to 20% of those costs. However, due to the unexpected length of time involved in getting the Jerritt Canyon Mill back into operation, and in solidarity with Queenstake USA, we agreed to accept an 8% administrative fee on operational costs and to 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 an accounts receivable, however it is unclear when or if we will ever collect all or part of that receivable, although collection of that receivable is one of the focuses of the litigation. From March 25, 2009, through the alleged termination of the Queenstake Agreement on June 10, 2009, we continued to operate under the belief that we were due the full 20% administrative fee for the period until milling operations recommenced at the Jerritt Canyon Mill.

In accordance with the Queenstake Agreement, once the Jerritt Canyon Mill was in full operation, we were to be the mill operator for a term of 5 years, which was renewable at the option of Queenstake USA for an additional 5-year term. We were 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, we were also to receive a $500,000 interest-free loan for initial operating capital from Queenstake USA, payable in equal monthly installments over the first 5-year term of the Queenstake Agreement. Additionally, we were entitled to certain production bonuses which were to be triggered on the occurrence of certain events or the achievement of certain milestones.

On June 10, 2009 Queenstake USA notified us that it believed the Queenstake Agreement was terminated. We believe that Queenstake wrongfully attempted to terminate the Queenstake Agreement and are currently in litigation with Queenstake USA in which through our crossclaims we have asserted various legal claims against Queenstake USA (See, Item II, Part 1, Legal Proceedings below.). Based on statements in reports filed by Yukon Gold (Queenstake USA’s parent corporation) with the Securities and Exchange Commission, which we believe are false, we may assert additional claims against Yukon-Nevada Gold and/or Queenstake USA.

In early January 2010, the court denied our motion for a Writ of Restitution which sought to put us back in possession of the Jerritt Canyon Mill under the Queenstake Agreement. However, the court has not yet made any rulings with respect to the claims for damages we have asserted against Queenstake USA. As such, we do not expect to engage in any operations at the Jerritt Canyon Mill during fiscal 2010.

The Gold Bar Mill.

In 2004, we purchased the 3,500 to 4,500 tpd Gold Bar CIP gold mill (the “Gold Bar 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 former A Zone project in eastern Bolivia. However, for various reasons we determined that the best course of action with regards to the Gold Bar Mill was to leave it in place and explore our options related to the mill in Nevada. The Gold Bar Mill was not in operation when we acquired it and it has not been in operation during our period of ownership.

The Gold Bar Mill is located in the center of the Cortez Trend, a series of gold deposits at the southern end of the Battle Mountain-Eureka Gold Belt (the second largest gold-producing area in Nevada, and estimated to contain or have produced 31.5 million troy ounces of gold). The Cortez Trend runs parallel to the Carlin Trend (the largest gold producer in Nevada and one of the top three gold fields in the world with production and estimated resources of 180 million ounces).

We are exploring and considering various alternatives with respect to the Gold Bar Mill. Among the options we are considering with respect to the Gold Bar Mill are:

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Our ability to accomplish any of the foregoing is contingent on our obtaining sufficient financing and identifying a joint venture partner or a suitable buyer. In some cases, because (following the sale of the Bolivian assets if it should be completed) the Gold Bar Mill will be our sole remaining asset (other than cash and other current assets and our litigation), shareholder approval may be required.

If we seek to commence a toll processing or a joint venture operation at the Gold Bar Mill, we would be required to obtain numerous permits from both the federal government and the State of Nevada, which would be time consuming and expensive. If we are able to recommence operations or engage in a joint venture with respect to the Gold Bar Mill we expect that we would be performing milling operations and/or toll milling on behalf of a third party and thus it is not likely we would be engaged the actual sale or distribution of products. Although we believe there is a shortage of gold mills in the area of the Gold Bar Mill, there are other companies in the general area providing milling and toll refining services in the area including Barrick Gold Corporation, Newmont Mining, Ltd. and Yukon-Nevada Gold Corp., who have greater financial resources and a longer history of operations than we do.

B. Bolivian Operations and Assets

As described above, although we owned certain prospects and assets in Bolivia through its 2009 fiscal year, as of March 10, 2010 we transferred control of these assets and operations (although retaining ownership). We hope to transfer ownership of these assets and operations during the second quarter of fiscal 2010 (of which there can be no assurance). Nevertheless the unaffiliated third party who acquired control of the Bolivian assets and which has contracted to obtain ownership is not in strict compliance with the terms of its agreement and, therefore, we cannot offer any assurance that the third party will complete its contractual obligations and obtain ownership of our Bolivian assets. If the third party defaults on its obligations, we will continue to seek other companies that may be interested in acquiring those assets. Unless circumstances in Bolivia and with respect to our financial condition change markedly between now and March 2011, we do not intend to pay the claims fees for our remaining properties which would be due on March 1, 2011. The following discussion sets forth information regarding our Bolivian operations since we still maintain ownership of those assets.

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 former 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”)) 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. We commenced mill operations on June 26, 2008.

Beginning in July through October 2008, many of the residents of five eastern Bolivia departments or states began a campaign of civil unrest to push for more autonomy for those departments from Bolivia’s central government. 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, the U.S. Agency for International Development, and the Central Intelligence Agency also were expelled from Bolivia. The Peace Corps and several other U.S. affiliated groups voluntarily left Bolivia in light of these circumstances.

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Bolivia’s also enacted new taxes in 2009 associated with the Bolivian Mining Code that we initially 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. However, it does not appear that those changes will not be rescinded or invalidated. Moreover, new taxes were recently added to the existing tax regimen and certain taxes were changed from being deductible against gross revenues to not being deductible. We believe that Bolivia’s current mining tax structure, at current international prices for gold, effectively levies a prohibitively high tax on U.S. based companies such as Golden Eagle to engage in mining operations in Bolivia.

Given the recent civil unrest (and likelihood that it may arise in some form in the future), on-going shortages of diesel fuel, Bolivia’s current public policy on mining taxes, and the entire political situation in Bolivia, we suspended our operations in Bolivia as of late 2008 to analyze our best course of action with respect to our Bolivian prospects – which ultimately resulted in our decision to transfer control of these assets with the goal of transferring ownership entirely. 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 did not conduct mining and milling operations at the C Zone mill during 2009, or through the end of the first quarter, March 31, 2010, we did continue to employ an onsite security and maintenance staff. To date in 2010 we have not conducted any active mining or milling operations with respect to our Bolivian assets or operations.

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 above.

A Zone Buen Futuro Gold and Copper Project.

During 2009 we continued to examine 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) was subject to the same Bolivian 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. Additional feasibility work was also dependent on our ability to raise sufficient funds to pay our consultants and contractors. During 2009 we suspended all exploration and development work on the A Zone Buen Futuro gold and copper project.

Cangalli Gold Project.

During 2009 we 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.

C. Plan of Operations

        Going forward we expect to focus on business operations on the following activities summarized below:

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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 northern 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 2010.

Off balance sheet arrangements

None

Item 4T. Controls and procedures

Disclosure Controls and Procedures. We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC. This information is accumulated and communicated to our executive officer to allow timely decisions regarding required disclosure. Our Chief Executive Officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on that evaluation and the requirements of the Exchange Act, our Chief Executive Officer concluded that, as of March 31, 2010, our disclosure controls and procedures needed to be declared as ineffective. The small size of our company does not provide for the desired separation of control functions, and we do not have the required level of documentation of our monitoring and control procedures. The remedies for this situation are described below.

Management’s Report on Internal Control over Financial Reporting

Our     management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Management conducted an evaluation of the effectiveness of our internal control over financial reporting and determined that our internal control over financial reporting was ineffective as of March 31, 2010 due to material weaknesses. A material weakness in internal control over financial reporting is defined by the Public Company Accounting Oversight Board’s Audit Standard No. 5 as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting. Management’s assessment identified the following material weaknesses in internal control over financial reporting:

Our     management determined that there were no other changes made in our internal controls over financial reporting during the first quarter of 2010 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting. 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.

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

PART II – OTHER INFORMATION

Item 1. Legal proceedings

    1.        GEII v. Queenstake Resources USA, Inc., Yukon-Nevada Gold Corp., et al.

On June 10, 2009, we received a notice (the “Notice”) from Queenstake Resources USA, Inc. (“Queenstake USA”), the wholly owned subsidiary of Yukon-Nevada Gold Corp., (“YNG”), advising us that Queenstake USA allegedly terminated the agreement between Golden Eagle and Queenstake USA regarding the operation of the Jerritt Canyon Mill. The Notice provided that Queenstake USA believed that the termination was effective immediately.

Also on June 10, 2009, Queenstake USA filed a complaint against us in the Fourth Judicial District Court of the State of Nevada for Elko County (Queenstake Resources USA, Inc.(Plaintiff) v. Golden Eagle International, Inc (Defendant).; Golden Eagle International, Inc. (Counterclaimant) v. Queenstake Resources USA, Inc. (Counter Defendant); Golden Eagle International, Inc. (Third Party Plaintiff) v. Francois Marland, John Does 1-10, Queenstake Resources, Ltd. and Yukon-Nevada Gold Corp. (Third-Party Defendants), case no. CVC-C-09-544 Dept 2). In the complaint, Queenstake USA alleges that Golden Eagle breached an agreement between the parties with respect to the operation of the Jerritt Canyon Mill; breached an implied covenant of good faith and fair dealing; and committed negligence in the operation of the Jerritt Canyon Mill. Further, in the complaint Queenstake USA sought a declaratory judgment that Golden Eagle is obligated to leave the Jerritt Canyon Mill site and cease operating the mill.

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We believed then, and continue to believe, that Queenstake USA’s allegations are false and wholly without merit. On July 9, 2009, we filed an answer, counterclaim and third-party complaints. Our answer specifically denies those allegations made in the complaint filed (but never served) by Queenstake USA on June 10, 2009. Our counterclaim alleges that by a pattern of fraud, misrepresentation, material omissions and deceptive business practices Queenstake USA induced Golden Eagle to enter into a mill operating agreement on October 14, 2008, which called for Golden Eagle to operate the Jerritt Canyon Mill for a 5-year period and provide extensive services to prepare the mill for operations and bring it into environmental compliance. The counterclaim further alleges that Queenstake USA continued between October 2008 and June 2009, through fraudulent and deceptive means, to induce Golden Eagle to continue to provide its administrative services and engage employees, providers, suppliers and third-party contractors, which resulted in a liability for costs incurred by Golden Eagle, and administrative fees owed to Golden Eagle, in excess of $2.23 million. Our allegations include that Yukon-Nevada and one of its significant investors deemed Golden Eagle’s contract “too lucrative” and then tortiously interfered with the mill operating agreement by compelling Queenstake USA to breach its agreement and covenant of good faith and fair dealing. We allege that this breach caused Golden Eagle to lose the “benefit of the bargain,” or lost profit from the agreement, in excess of $40 million based on Queenstake USA’s own calculations and representations to Golden Eagle and the Nevada Division of Environmental Protection.

We also allege in our counterclaim that the mill operating agreement had all of the characteristics of a lease, putting Golden Eagle in possession of the mill property and its full use; ensuring Golden Eagle’s quiet enjoyment of the premises; requiring Golden Eagle to maintain and repair the property; granting Golden Eagle access to the “common areas” on the mill complex, etc. As a result of these lease characteristics, we sought statutory relief under Nevada’s Forcible Entry and Detainer statutes and sought an order of the court based on those statutes putting Golden Eagle back in immediate possession of the mill property. The court denied our motion for and Writ of Restitution putting us back in possession of the property. We are continuing to press our other allegations in the lawsuit.

We further allege in our counterclaim and third-party complaints that Queenstake USA, Yukon-Nevada (Yukon USA’s parent corporation) and a significant Queenstake USA investor have caused us irreparable harm. As a result, we ask the court for a declaratory judgment and a Writ of Mandamus that order that Golden Eagle be allowed full possession of the mill property so that it may complete its contract term of 5 years.

We claim in our counterclaim and third-party complaints that Queenstake USA, Yukon-Nevada and a significant Queenstake USA investor have committed acts of oppression, fraud or malice, express or implied, and that Golden Eagle is entitled under Nevada law to recover punitive damages, which are calculated as three times the amount of compensatory damages.

Finally, we allege in our counterclaim and third-party complaints that Queenstake Canada unconditionally guaranteed the agreement between Golden Eagle and Queenstake USA, and furthermore, unconditionally guaranteed the covenant of good faith and fair dealing between the parties. As a result, Queenstake Canada was also named as a Third-Party Defendant sharing joint liability with its wholly owned subsidiary, Queenstake USA.

On July 15, 2009 we recorded a notice of mechanics/materialmen’s lien and a notice of mill lien (the “Liens”) against the Jerritt Canyon Mill, in the total amount of $1,307,813 in the official records of the Elko County Recorder, State of Nevada. Notice of the liens was served on Queenstake Resources, USA and Yukon-Nevada Gold Corp. pursuant to Nevada State law by certified or registered mail on July 15 and 16, 2009.

On July 17, 2009 we filed an amended answer, counterclaim and third-party complaints seeking to foreclose on the Liens described above, as well as maintaining the causes of action originally set out in the pleading filed on July 9, 2009 in the matter of Queenstake Resources USA, Inc.(Plaintiff) v. Golden Eagle International, Inc (Defendant).; Golden Eagle International, Inc. (Counterclaimant) v. Queenstake Resources USA, Inc. (Counter Defendant); Golden Eagle International, Inc. (Third Party Plaintiff) v. Francois Marland, John Does 1-10, Queenstake Resources, Ltd. and Yukon-Nevada Gold Corp. (Third-Party Defendants), CV-C-09-544, in the Fourth Judicial District Court for Nevada, In and For the County of Elko.

    2.        United Rentals Northwest, Inc. v. Golden Eagle International, Inc., Queenstake Resources USA, Inc., Yukon-Nevada Gold Corp., et. al. On December 31, 2009 United Rentals Northwest, Inc. filed a complaint against us, Yukon-Nevada Gold Corporation and Queenstake Resources USA, Inc. in the Fourth District Court in Elko, Nevada. In its complaint United Rentals is seeking payment for construction rental equipment supplied to us, Yukon-Nevada Gold Corporation and Queenstake Resources USA in the amount of $52,845 plus attorney’s fees. A notice and claim of lien was recorded on the Jerritt Canyon mill on October 6, 2009.

On February 16, 2010, we filed an answer to this complaint in the Fourth District Judicial Court in Elko, Nevada. In our answer we allege that we had contracted with Queenstake Resources USA, Inc. and that Queenstake/YNG are responsible for payments to United Rentals Northwest, Inc. We believe that this matter has been settled by YNG and United Rentals, but have not formally been informed of the outcome and the Plaintiff’s complaint has not yet been dismissed.

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    3.        Bright v. Golden Eagle International, Inc., Rocky Mountain Hospital and Medical Service, Anthem Blue Cross and Blue Shield, et. al. On February 26, 2010, we were served with a complaint in the case of Bright v. Golden Eagle, et al., filed in the Fourth District Court of Elko County that alleges that we breached our employment agreement to Mr. Bright, who was our employee until June 10, 2010, by not maintaining his health insurance through the period in which his wife gave birth to the Bright’s child in the Rocky Mountain Hospital. The complaint alleges further that all of the defendants breached their various contractual obligations and duties to the Brights, were negligent in the failure to pay the Brights’ medical bills associated with the delivery of their child, and negligently and intentionally inflicted emotional distress on the Brights. Anthem Blue Cross and Blue Shield has sought to have this matter removed to the Federal District Court in Reno, Nevada. The case is ongoing and we have, and expect to continue to, defend this matter.

    4.        Old Dominion Freight Line, Inc. v. Golden Eagle International, Inc. On April 15, 2010, Old Dominion Freight Line, Inc. (“Old Dominion”) filed a complaint in the Third District Court of Utah against us to collect $3,327.89 for freight charges on deliveries that Old Dominion made to the Jerritt Canyon mill north of Elko, Nevada. We filed an answer to Old Dominion’s complaint alleging mistake on Old Dominion’s part as to various specific allegations that it made in its complaint, and further asserting affirmative defenses that the matter should have been brought in Elko County, Nevada, were all of the acts complained of occurred and the location of all of the witnesses to the event. Moreover, we alleged that Old Dominion failed to join two indispensable parties, Queenstake Resources USA, Inc. and Yukon-Nevada Gold Corp., the real parties in interest and the ultimate beneficiaries of any consideration or service given by Old Dominion. The case is ongoing and we have, and expect to continue to, defend this matter.

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

1) Convertible Debentures

During the three month period ending February 3, 2010 we entered into a Convertible Debenture Agreement and issued a Convertible Debentures totaling $10,000 to Richard Newberg. This debenture carries an interest rate of 10% per annum payable at maturity and matures two years 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 $.225 per share.

In the sale described above we relied upon Sections 4(2) and 4(6) of the Securities Act for the offer and sale. We believed that Sections 4(2) and 4(6) were available because the offer and sale did not involve a public offering, there was no general solicitation or general advertising involved in the offer or sale and the purchaser was an accredited investor. We will place restrictive legends on the certificates representing these securities, if converted, stating that the securities are not registered under the Securities Act and are subject to restrictions on their transferability and resale.

2)     Subsequent Events.

    a)        Unregistered sales of equity securities and use of proceeds upon effective date of reverse split of common stock.

On May 13, 2010, subsequent to the end of the period being reported, the Financial Industry Regulatory Authority (“FINRA”) took the necessary actions, and made the required notifications, to cause the reverse stock split discussed below in Part II, Item 5(3), to be reflected in the trading markets. Upon the reverse split being effected, every 500 shares of our issued and outstanding common stock was automatically combined into one issued and outstanding share without any change in the par value of such shares. On May 13, 2010, five of our debt holders elected to convert their promissory notes into our restricted common stock, and on May 19, 2010, one of our Series D preferred shareholders converted to our common stock. The details of these conversions are as follows:

On May 13, 2010, we issued 647,200 shares of our restricted common stock to Miguel Simon Guardia in exchange for a promissory note dated April 15, 2008, plus accrued interest, totaling $64,720. The conversion was executed at $.10 per share.

On May 13, 2010, we issued 878,822 shares of our restricted common stock to Harlan McSpadden DeLozier in exchange for a promissory note first dated February 6, 2007, plus accrued interest, totaling $87,822. The conversion was executed at $.10 per share.

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On May 13, 2010, we issued 574,230 shares of our restricted common stock to Tracy A. Madsen in exchange for a promissory note dated February 6, 2007, plus accrued interest, totaling $57,423. The conversion was executed at $.10 per share.

On May 13, 2010, we issued 151,970 shares of our restricted common stock to Sabrina Martinez in exchange for a promissory note dated September 20, 2009, plus accrued interest, totaling $15,197. The conversion was executed at $.10 per share.

On May 13, 2010, we issued 270,044 shares of our restricted common stock to VHB International, Inc. in exchange for a promissory note dated April 14, 2008, plus accrued interest, totaling $27,004. The conversion was executed at $.10 per share.

On May 19, 2010, we issued 75,000 shares of our restricted common stock to Meridian International Holdings, S.A. in exchange for 15,000 shares of our Series D preferred stock with a post-reverse split exchange rate of 5 common shares for every Series D preferred share. The conversion was executed at $.20 per shares pursuant to the face conversion rate of the Series D preferred share.

In every issuance or sale described above we relied upon Sections 4(2) and 4(6) of the Securities Act for the offer and sale. We believed that Sections 4(2) and 4(6) were available because the offers and sales did not involve a public offering, there was no general solicitation or general advertising involved in the offers or sales and the purchasers were accredited investors. We placed restrictive legends on the certificates representing these securities, if converted, stating that the securities are not registered under the Securities Act and are subject to restrictions on their transferability and resale.

    b)        Convertible Debenture Subsequent to the End of the Period.

On May 13, 2010 we rolled over a Convertible Debenture Agreement that had come due and payable, and issued a new Convertible Debentures that included the principal and interest from the initial debenture totaling $56,484.07 to the Dewey L. Williams Profit Sharing Plan and Trust. This debenture carries an interest rate of 10% per annum payable at maturity and matures 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 one half of the close of our share price on May 10, 2010, or $.10 per share.

In the sale described above we relied upon Sections 4(2) and 4(6) of the Securities Act for the offer and sale. We believed that Sections 4(2) and 4(6) were available because the offer and sale did not involve a public offering, there was no general solicitation or general advertising involved in the offer or sale and the purchaser was an accredited investor. We will place restrictive legends on the certificates representing these securities, if converted, stating that the securities are not registered under the Securities Act and are subject to restrictions on their transferability and resale.

Item 3. Defaults Upon Senior Securities

None

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

None

Item 5. Other Information

(1) Revised 2009 Equity Incentive Plan

On March 27, 2009 our Board of Directors approved the Golden Eagle International, Inc. 2009 Equity Incentive Plan (the “Plan”). The Plan is intended to provide incentives to officers, employees and other persons, including consultants and advisers, who contribute to our success by offering them the opportunity to acquire an ownership interest in it or increase their ownership interest. The Board of Directors believes that this also will help to align the interests of our management and employees with the interests of its shareholders.

The Plan provides for a maximum of 750,000,000 shares of common stock to be reserved to be issued upon the exercise of options (“Options”) or the grant of restricted stock awards (“Bonuses”). Adoption by the Board of Directors is contingent upon obtaining shareholder approval by March 26, 2010. The Plan includes two types of Options. Options intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) are referred to as “Incentive Options.” Options, which are not intended to qualify as Incentive Options are referred to as “Non-Qualified Options.” Bonuses, which may also be granted under the Plan, are the outright issuance of shares of Common Stock.

We plan to seek shareholder approval of the Plan no later than the next annual shareholders meeting: (i) to satisfy the contingency to the Board of Directors’ adoption of the Plan; and (ii) to permit the issuance of Options which will qualify as Incentive Options pursuant to the Code.

The Plan is administered by the Board of Directors since we have not appointed a Compensation Committee. In addition to determining who will be granted Options or Bonuses, the Committee (or the Board in the absence of the Committee) has the authority and discretion to determine when Options and Bonuses will be granted and the number of Options and Bonuses to be granted. The Board (or, if appointed, the Committee) also may determine a vesting and/or forfeiture schedule for Bonuses and/or Options granted, the time or times when each Option becomes exercisable, the duration of the exercise period for Options and the form or forms of the agreements, certificates or other instruments evidencing grants made under the Plan. The Board (or Committee) may determine the purchase price of the shares of common stock covered by each Option and determine the Fair Market Value per share. The Board (or Committee) also may impose additional conditions or restrictions not inconsistent with the provisions of the Plan. The Board (or Committee) may adopt, amend and rescind such rules and regulations as in its opinion may be advisable for the administration of the Plan. If the number of shares reserved under the Plan is increased, shareholder approval must be obtained on the amendment to increase the shares reserved.

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The Board (or Committee) also has the power to interpret the Plan and the provisions in the instruments evidencing grants made under it, and is empowered to make all other determinations deemed necessary or advisable for the administration of it.

The grant of Options or Bonuses under the Plan does not confer any rights with respect to continuation of employment, and does not interfere with the right of the recipient or the Company to terminate the recipient’s employment, although a specific grant of Options or Bonuses may provide that termination of employment or cessation of service as an employee, officer, or consultant may result in forfeiture or cancellation of all or a portion of the Bonuses or Options.

        In the event a change, such as a stock split, is made in our capitalization which results in an exchange or other adjustment of each share of Common Stock for or into a greater or lesser number of shares, appropriate adjustments will be made to unvested bonuses and in the exercise price and in the number of shares subject to each outstanding Option. The Board (or, if appointed, the Committee) also may make provisions for adjusting the number of bonuses or underlying outstanding Options in the event we effect one or more reorganizations, recapitalizations, rights offerings, or other increases or reductions of shares of our outstanding Common Stock. Options and Bonuses may provide that in the event of the dissolution or liquidation of the Company, a corporate separation or division or the merger or consolidation of the Company, the holder may exercise the Option on such terms as it may have been exercised immediately prior to such dissolution, corporate separation or division or merger or consolidation; or in the alternative, the Board (or, if appointed, the Committee) may provide that each Option granted under the Plan shall terminate as of a date fixed by the Committee.

        The exercise price of any Option granted under the Plan must be no less than 100% of the “fair market value” of our Common Stock on the date of grant. Any Incentive Stock Option granted under the Plan to a person owning more than 10% of the total combined voting power of the Common Stock shall be at a price of no less than 110% of the Fair Market Value per share on the date of grant.

        The exercise price of an Option may be paid in cash, in shares of our Common Stock or other property having a fair market value equal to the exercise price of the Option, or in a combination of cash, shares and property. Unless otherwise stated by Board (or Committee) resolution, the Options can also be exercised pursuant to “net exercise” procedures which permit the fair market value of the Options (equal to the value of the underlying shares less the exercise price) to be used to pay the exercise price. The Board (or Committee) shall determine whether or not property other than cash or Common Stock or a net exercise may be used to purchase the shares underlying an Option and shall determine the value of the property received. The Plan provides that, unless otherwise provided by the Board (or the Committee), Options granted under the Plan survive a Change of Control (as that term is defined in the Plan) and for 18 months following a Change of Control if the holder is terminated as an employee of the Company without cause following a Change of Control

        At the time of adoption of the Plan, the Board also granted certain options to a number of officers and key employees. The Options were granted subject to shareholder approval, and if the shareholders do not approve the Plan by March 26, 2010, the options granted to the officers and key employees will be lost. Assuming that our shareholders approve the Plan when presented, the Options granted have an exercise period of three years from the date of grant (that is, through March 26, 2012) at an exercise price of $0.0018 per share (the average of the closing price for the 10 trading days prior to March 27, 2009, plus an additional 25% above that average price). The Board considered several factors in granting the options to our executives and key employees such as length of service; sacrifices made during the period of service, such as foregoing salary, personal operating loans made to us to allow us to continue in operation, voluntary reductions in salary, forgiveness of significant salary arrearages for the benefit of the Company, etc.; the past and ongoing contribution made to maintaining the Company in operation despite significant challenges, and to its recent successes in opening potential new avenues for progress. The following is a list of the options granted executive officers under the Plan:

Options to acquire 36,500,000 shares were granted on the same terms to persons who are neither executive officers nor directors of the Company. The Plan will be presented in more detail in a Proxy Statement when the shareholders’ consideration and approval for the Plan is sought at a future date.

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2.           Executive Employment Agreements.

        On October 7, 2009, we entered into employment agreements with (a) Terry Turner, our Chief Executive Officer, President and Chairman (the “Turner Agreement”); and (b) Tracy Madsen, our Chief Financial Officer and Vice President (the “Madsen Agreement”). Both of these agreements were contingent on receiving shareholder approval. On March 23, 2010 our shareholders approved the terms of both the Turner Agreement and the Madsen Agreement, and each became effective and binding on that date.

3. Reverse Stock Split

        On March 23, 2010 our shareholders approved an amendment to our Articles of Incorporation to effect a 1-for-500 reverse stock split. Since that date we have taken steps to effect the reverse stock split, including filing an amendment to our Articles of Incorporation (which amendment became effective under Colorado law on April 28, 2010) and notifying the Financial Industry Regulatory Authority (“FINRA”) of the reverse split On May 13, 2010, subsequent to the end of the period being reported, FINRA took the necessary actions, and made the required notifications, to cause the reverse stock split to be reflected in the trading markets. Upon the reverse split being effected every 500 shares of our issued and outstanding common stock was automatically combined into one issued and outstanding share without any change in the par value of such shares.  No fractional shares are being issued in connection with the reverse stock split.  Shareholders who were entitled to a fractional share are entitled to receive a whole share. The reverse split affected all of the holders of our common stock uniformly and did not affect any shareholder’s percentage of ownership interest, except to the extent that the reverse split resulted in any holder being granted a whole share for any fractional share that resulted from the reverse split. The number of common shares into which each of our outstanding series of Preferred Stock may be convertible into, as well as the shares of common stock underlying options, warrants and convertible debentures was proportionately reduced and the exercise prices of any warrants or options, and the conversion prices of any convertible debentures, was proportionately increased by the reverse stock split. 

        Following the reverse stock split, there will remain 2,000,000,000 shares of common stock authorized, and 10,000,000 shares of preferred stock authorized. The preferred stock outstanding will remain outstanding, but the number of shares of common stock into which the various series of preferred stock outstanding are convertible were proportionally adjusted. The convertible debentures, convertible notes, stock payable, and stock options will also remain outstanding, but the number of shares of common stock issuable upon conversion or exercise will also be proportionally reduced. The following table only sets forth approximate numbers because the rounding up of fractional shares will occur on a shareholder-by-shareholder basis.

4. Transfer of Control of Bolivian Subsidiary

        Effective March 10, 2010, we transferred control of our Bolivian operations to an unaffiliated Swiss corporation by granting that Swiss corporation a power of attorney. The Swiss corporation has paid $112,000 to the Bolivian authorities as claims fees to maintain our concessions in eastern Bolivia. The Swiss corporation has also paid us $50,000, and has further paid approximately $53,000 (out of its obligation of $100,000) to satisfy certain of our obligations in Bolivia.

        Upon transfer of ownership of the properties to the Swiss corporation which is expected to occur in the second quarter of 2010 (if it should occur, of which there can be no assurance), the Swiss corporation is required to pay an additional $100,000 of our obligations to Bolivian creditors (for a total of $200,000); to assume certain Golden Eagle obligations in Bolivia in an estimated amount of $170,000; and to pay Golden Eagle a 3% net smelter return on all minerals produced from the properties of up to $3 million. The net smelter return will be on a quarterly basis if and when mineral production is achieved from the mining concessions owned by the Bolivian subsidiary.

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        We cannot offer any assurance that the Swiss corporation will fulfill its remaining payment obligations to us with respect to our Bolivian assets and operations. If we are unable to complete the sale of these assets and operations we will continue to hold them and explore other alternatives with respect them. However, if we are unable to complete the sale of these assets during 2010 we do not expect to engage in active exploration or mining operations in Bolivia and it is likely that the concessions will expire in March 2011 as we do not intend to pay the 2011 claims fees.

        Although our Bolivian assets and operations were once the primary focus of the Company, starting in late 2008 we have focused our operations primarily within the United States and, as noted above, in March 2009 reduced significantly our land holdings in Bolivia. We considered a number of factors when evaluating our options with respect to our Bolivian operations, including:

        Based in large part on the above factors, the Company believed it was in the Company’s best interests to sell its Bolivian assets operations and continue focusing the Company’s efforts and resources on its operations and assets within the United States. As a result, effective March 10, 2010 we transferred control of all of our Bolivian assets and operations, and hopes to transfer ownership of those assets during the second quarter of 2010 (of which there can be no assurance).

5.     Blane Wilson appointed Executive Mining Advisor for Klondex Mines Ltd.

Item 6. Exhibits:

Exhibits required by Item 601 of Regulation S-K:

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SIGNATURES

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

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

I, Terry C. Turner, certify that:

EXHIBIT 31.2

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

I, Tracy A. Madsen, certify that:

EXHIBIT 32.1

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

In connection with the Quarterly Report of Golden Eagle International, Inc. (“the Company”) on Form 10-Q for the period ended March 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (“the Report”), I, Terry C. Turner, President and Principal Executive Officer, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

EXHIBIT 32.2

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

In connection with the Quarterly Report of Golden Eagle International, Inc. (“the Company”) on Form 10-Q for the period ended March 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (“the Report”), I, Tracy A. Madsen, Vice President and Principal Accounting Officer, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

Golden Eagle International, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note A – Basis of Presentation

The accompanying financial statements are unaudited. However, in our opinion, the accompanying financial statements reflect all adjustments, consisting of only normal recurring adjustments, necessary for fair presentation. Interim results of operations are not necessarily indicative of results for the quarter ended March 31, 2010. These financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2009.

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, 2009.

Note B — Organization and Nature of Business

Organization and Nature of Business
Golden Eagle International, Inc. (“we,” “us” or “Golden Eagle”) was incorporated in Colorado on July 21, 1988. From late 2008 until June 10, 2009 we were 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, those operations are suspended in 2009 in part as the result of the negative political and social environment in Bolivia as well changes in the Bolivian taxing scheme; and in March 2010 we transferred control of our Bolivian assets and operations although we retain ownership of those assets.

Additionally, as of December 31, 2009 we owned the following gold mills which are not currently in operation:

As of the 2009 year-end, we owned the following mineral prospects in Bolivia which are not currently in operation, but are being maintained (except as set forth in notes 1 and 2, below):

² On 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 Cobra claims on the northern end of the Ascension Gold-Copper Trend. As a subsequent event, control of these assets was transferred to an unaffiliated Swiss Corporation on March 10, 2010, although we retain ownership of the underlying assets.

F-4

On 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. We have no further interest in the Tipuani-Cangalli prospect.

We entered into an agreement with Queenstake USA to operate the Jerritt Canyon gold mill (the “Jerritt Canyon Mill”) located 50 miles north of Elko, Nevada on October 14, 2008. From mid September 2008 until March 23, 2009 we performed maintenance and environmental regulatory compliance functions at the mill and assisted the mill owner, Queenstake USA, Inc. (“Queenstake USA”) in securing approval from the Nevada Division of Environmental Protection to restart milling operations. On March 25, 2009 approval was granted to recommence operations at the Jerritt Canyon Mill and operations recommenced on that day. However, on June 10, 2009 the agreement with Queenstake USA to operate the mill was purportedly terminated by Queenstake USA, and we are currently engaged in litigation in the Fourth District Court for Elko County, Nevada, which is still pending, to enforce our contractual rights. We have asserted cross claims for damages and performance obligations against Queenstake USA, Queenstake Resources, Ltd., the guarantor corporation on the agreement, Yukon-Nevada Gold Corp. (“YNG”), Queenstake USA’s parent corporation, and an investor in YNG who is a French national residing in Switzerland..

None of our mining prospects are currently in the production stage. We believe the Bolivian government has become more hostile to investment from the United States, and as a result during 2009 reduced our operations in Bolivia significantly. We also discontinued mining and milling operations on our C Zone mine and mill in December of 2008 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.

Organization of Subsidiaries and Bolivian Mining Activities
In January 1996, we organized two Bolivian corporations, Golden Eagle Bolivia Mining, S.A. (“GEBM”) and Eagle Mining of Bolivia, Ltd. (“EMB”), to acquire mining rights to 5,000 acres from United Cangalli Gold Mining Cooperative, Ltd. (“UCL”). We own a majority interest in those companies. In 2001, Golden Eagle formed a wholly owned Bolivian corporation, Golden Eagle International, Inc. Bolivia (“GEII Bolivia”) to conduct all continuing operations in Bolivia. In 2002, we transferred substantially all agreements, obligations, assets and mining rights in Bolivia to GEII Bolivia. GEBM and EMB are currently inactive. As a subsequent event, control of GEII Bolivia was transferred to an unaffiliated Swiss Corporation on March 10, 2010, although we continue to own GEII Bolivia and the underlying assets. There can be no assurance that the unaffiliated third party will complete the acquisition of our Bolivian assets.

Going Concern Considerations
The accompanying financial statements have been presented assuming we will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. However, we had a working capital deficit of $2,113,372 as of March 31, 2010 and we have incurred substantial losses of $61,611,173 since our inception. In addition, we discontinued operations at our C Zone mine and mill in December 2008. Our agreement with Queenstake USA to operate the Jerritt Canyon Mill was purportedly terminated by Queenstake USA on June 10, 2009, and we have not engaged in any revenue producing operations since that time. We can provide no assurance as to if or when we may generate revenues or recommence any milling operations.

There is substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties.

We will likely seek to obtain additional funds, through private placements of debt or equity securities, short-term loans, suitable joint venture relationships and long-term debt financing. However, there can be no assurance that capital or financing will be available to us on reasonable terms, if at all.

F-5

Reclassifications
Certain amounts for the three months ended March 31, 2009 have been reclassified to conform to the March 31, 2010 presentation. These reclassifications were not material to the financial statements.

Note C – (Loss) Per Share

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

The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the year plus the common stock equivalents 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. All of the information in the below table regarding the fully diluted outstanding capital of the Company gives effect to the 1-for-500 combination of our common stock (see Note L – Approval of Reverse Stock Split).

Stock equivalents considered but not included in fully diluted shares due to anti-dilusion for the three months ended March 31, 2010

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:

F-6

Note E – Payables

F-7

F-8

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

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.

As of December 31, 2009, we had f convertible debentures outstanding totaling $127,000. Each of these debentures carries an interest rate of 8% per annum payable at maturity. Two of these debentures matured on May 16, 2010 and July 7, 2010 and the other debenture in the face amount of $52,000 matured on March 19, 2010. By their terms each debenture, and its accrued interest, is convertible into restricted shares of our common stock. These debentures are convertible into a total of 298,824 shares of our restricted common stock . On February 3, 2010 we entered into an additional debenture totaling $10,000. This debenture matures on February 3, 2012 and carries an interest rate of 10% per annum. It is convertible into 44,445 shares of our restricted common stock.

As these debentures carry a conversion rate that is less the 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 debentures and accreted over the term of the debenture. The aggregate face amount of the outstanding debentures is $137,000. On the balance sheet they have been discounted by $31,750 to $95,250. The discounted amount is accreted over the term of the debenture or in its entirety if the debenture is converted during the term. During the quarter ended March 31, 2010, $182,645 was accreted to financing costs.

With the issuance of the Series D Preferred Stock, the company calculated the beneficial conversion feature using the intrinsic value method, however, due to the contingent convertibility feature, and with the lack of available common shares to allow a conversion, pursuant to EITF 98-5 paragraph 13, the contingent beneficial conversion feature was measured using the commitment date stock price but has not been recognized in earnings until the contingency is resolved. The amount that will be recorded as a preferred dividend once the contingency has been resolved will be $794,449. Pursuant to EITF 98-5 paragraph 8, any recorded discount resulting from an allocation of proceeds to the beneficial conversion feature is analogous to a dividend and should be recognized as a return to the preferred shareholders using the effective yield method.

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

2)     Subsequent Events.

a)     Unregistered sales of equity securities and use of proceeds upon effective date of reverse split of common stock.

On     May 13, 2010, subsequent to the end of the period being reported, the Financial Industry Regulatory Authority (“FINRA”) took the necessary actions, and made the required notifications, to cause the reverse stock split discussed below in Part II, Item 5(3), to be reflected in the trading markets. Upon the reverse split being effected, every 500 shares of our issued and outstanding common stock was automatically combined into one issued and outstanding share without any change in the par value of such shares. On May 13, 2010, five of our debt holders elected to convert their promissory notes into our restricted common stock; and on May 19, 2010, one of our Series D preferred shareholders converted to our common stock. The details of these conversions are as follows:

On     May 13, 2010, we issued 647,200 shares of our restricted common stock to Miguel Simon Guardia in exchange for a promissory note dated April 15, 2008, plus accrued interest, totaling $64,720. The conversion was executed at $.10 per share.

On     May 13, 2010, we issued 878,822 shares of our restricted common stock to Harlan McSpadden DeLozier in exchange for a promissory note first dated February 6, 2007, plus accrued interest, totaling $87,822. The conversion was executed at $.10 per share.

On     May 13, 2010, we issued 574,230 shares of our restricted common stock to Tracy A. Madsen in exchange for a promissory note dated February 6, 2007, plus accrued interest, totaling $57,423. The conversion was executed at $.10 per share.

On     May 13, 2010, we issued 151,970 shares of our restricted common stock to Sabrina Martinez in exchange for a promissory note dated September 20, 2009, plus accrued interest, totaling $15,197. The conversion was executed at $.10 per share.

On     May 13, 2010, we issued 270,044 shares of our restricted common stock to VHB International, Inc. in exchange for a promissory note dated April 14, 2008, plus accrued interest, totaling $27,004. The conversion was executed at $.10 per share.

On     May 19, 2010, we issued 75,000 shares of our restricted common stock to Meridian International Holdings, S.A. in exchange for 15,000 shares of our Series D preferred stock with a post-reverse split exchange rate of 5 common shares for every Series D preferred share. The conversion was executed at $.20 per shares pursuant to the face conversion rate of the Series D preferred share.

In     every issuance or sale described above we relied upon Sections 4(2) and 4(6) of the Securities Act for the offer and sale. We believed that Sections 4(2) and 4(6) were available because the offers and sales did not involve a public offering, there was no general solicitation or general advertising involved in the offers or sales and the purchasers were accredited investors. We placed restrictive legends on the certificates representing these securities, if converted, stating that the securities are not registered under the Securities Act and are subject to restrictions on their transferability and resale.

b)     Convertible Debenture Subsequent to the End of the Period.

On     May 13, 2010 we rolled over a Convertible Debenture Agreement that had come due and payable, and issued a new Convertible Debentures that included the principal and interest from the initial debenture totaling $56,484.07 to the Dewey L. Williams Profit Sharing Plan and Trust. This debenture carries an interest rate of 10% per annum payable at maturity and matures 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 one half of the close of our share price on May 10, 2010, or $.10 per share.

In     the sale described above we relied upon Sections 4(2) and 4(6) of the Securities Act for the offer and sale. We believed that Sections 4(2) and 4(6) were available because the offer and sale did not involve a public offering, there was no general solicitation or general advertising involved in the offers or sales and the purchasers were accredited investors. We will place restrictive legends on the certificates representing these securities, if converted, stating that the securities are not registered under the Securities Act and are subject to restrictions on their transferability and resale.

1)     Convertible Debentures

During the three month period ending February 3, 2010 we entered into a Convertible Debenture Agreement and issued a Convertible Debentures totaling $10,000 to Richard Newberg. This debenture carries an interest rate of 10% per annum payable at maturity and matures two years 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 $.225 per share.

2)     Subsequent Events

    a)        Unregistered sales of equity securities and use of proceeds upon effective date of reverse split of common stock.

On May 13, 2010, subsequent to the end of the period being reported, the Financial Industry Regulatory Authority (“FINRA”) took the necessary actions, and made the required notifications, to cause the reverse stock split discussed below in Part II, Item 5(3), to be reflected in the trading markets. Upon the reverse split being effected, every 500 shares of our issued and outstanding common stock was automatically combined into one issued and outstanding share without any change in the par value of such shares. On May 13, 2010, five of our debt holders elected to convert their promissory notes into our restricted common stock, and on May 19, 2010, one of our Series D preferred shareholders converted to our common stock. The details of these conversions are as follows:

On May 13, 2010, we issued 647,200 shares of our restricted common stock to Miguel Simon Guardia in exchange for a promissory note dated April 15, 2008, plus accrued interest, totaling $64,720. The conversion was executed at $.10 per share.

On May 13, 2010, we issued 878,822 shares of our restricted common stock to Harlan McSpadden DeLozier in exchange for a promissory note first dated February 6, 2007, plus accrued interest, totaling $87,822. The conversion was executed at $.10 per share.

On May 13, 2010, we issued 574,230 shares of our restricted common stock to Tracy A. Madsen in exchange for a promissory note dated February 6, 2007, plus accrued interest, totaling $57,423. The conversion was executed at $.10 per share.

On May 13, 2010, we issued 151,970 shares of our restricted common stock to Sabrina Martinez in exchange for a promissory note dated September 20, 2009, plus accrued interest, totaling $15,197. The conversion was executed at $.10 per share.

On May 13, 2010, we issued 270,044 shares of our restricted common stock to VHB International, Inc. in exchange for a promissory note dated April 14, 2008, plus accrued interest, totaling $27,004. The conversion was executed at $.10 per share.

On May 19, 2010, we issued 75,000 shares of our restricted common stock to Meridian International Holdings, S.A. in exchange for 15,000 shares of our Series D preferred stock with a post-reverse split exchange rate of 5 common shares for every Series D preferred share. The conversion was executed at $.20 per shares pursuant to the face conversion rate of the Series D preferred share.

In every issuance or sale described above we relied upon Sections 4(2) and 4(6) of the Securities Act for the offer and sale. We believed that Sections 4(2) and 4(6) were available because the offers and sales did not involve a public offering, there was no general solicitation or general advertising involved in the offers or sales and the purchasers were accredited investors. We placed restrictive legends on the certificates representing these securities, if converted, stating that the securities are not registered under the Securities Act and are subject to restrictions on their transferability and resale.

    b)        Convertible Debenture Subsequent to the End of the Period.

On May 13, 2010 we rolled over a Convertible Debenture Agreement that had come due and payable, and issued a new Convertible Debentures that included the principal and interest from the initial debenture totaling $56,484.07 to the Dewey L. Williams Profit Sharing Plan and Trust. This debenture carries an interest rate of 10% per annum payable at maturity and matures 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 one half of the close of our share price on May 10, 2010, or $.10 per share.

In the sale described above we relied upon Sections 4(2) and 4(6) of the Securities Act for the offer and sale. We believed that Sections 4(2) and 4(6) were available because the offer and sale did not involve a public offering, there was no general solicitation or general advertising involved in the offer or sale and the purchaser was an accredited investor. We will place restrictive legends on the certificates representing these securities, if converted, stating that the securities are not registered under the Securities Act and are subject to restrictions on their transferability and resale.

Note H – Recent accounting pronouncements

In January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary. This amendment to Topic 810 clarifies, but does not change, the scope of current US GAAP. It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that Subtopic and asset derecognition and gain or loss recognition guidance that may exist in other US GAAP. An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in Subtopic 810-10). For those entities that have already adopted FAS 160, the amendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied retrospectively to the first period that an entity adopted FAS 160. The Company does not expect the provisions of ASU 2010-02 to have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying Topics 505 and 260. Effective for interim and annual periods ending on or after December 15, 2009, and would be applied on a retrospective basis. The Company does not expect the provisions of ASU 2010-01 to have a material effect on the financial position, results of operations or cash flows of the Company.

In October 2009, the FASB issued Accounting Standards Update 2009-14, Software (Topic 985): Certain Revenue Arrangements That Include Software Elements. This update changed the accounting model for revenue arrangements that include both tangible products and software elements. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company does not expect the provisions of ASU 2009-14 to have an effect on the financial position, results of operations or cash flows of the Company.

In October 2009, the FASB issued Accounting Standards Update 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update addressed the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than a combined unit and will be separated in more circumstances that under existing US GAAP. This amendment has eliminated that residual method of allocation. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company does not expect the provisions of ASU 2009-13 to have a material effect on the financial position, results of operations or cash flows of the Company.

In September 2009, the FASB issued Accounting Standards Update 2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). This update provides amendments to Topic 820 for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). It is effective for interim and annual periods ending after December 15, 2009. Early application is permitted in financial statements for earlier interim and annual periods that have not been issued. The Company does not expect the provisions of ASU 2009-12 to have a material effect on the financial position, results of operations or cash flows of the Company.

In July 2009, the FASB ratified the consensus reached by EITF (Emerging Issues Task Force) issued EITF No. 09-1, (ASC Topic 470) “Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance” (“EITF 09-1”). The provisions of EITF 09-1, clarifies the accounting treatment and disclosure of share-lending arrangements that are classified as equity in the financial statements of the share lender. An example of a share-lending arrangement is an agreement between the Company (share lender) and an investment bank (share borrower) which allows the investment bank to use the loaned shares to enter into equity derivative contracts with investors. EITF 09-1 is effective for fiscal years that beginning on or after December 15, 2009 and requires retrospective application for all arrangements outstanding as of the beginning of fiscal years beginning on or after December 15,2009. Share-lending arrangements that have been terminated as a result of counterparty default prior to December 15, 2009, but for which the entity has not reached a final settlement as of December 15, 2009 are within the scope. Effective for share-lending arrangements entered into on or after the beginning of the first reporting period that begins on or after June 15, 2009. The Company does not expect the provisions of EITF 09-1 to have a material effect on the financial position, results of operations or cash flows of the Company.

In March 2008, the FASB issued FASB ASC 815-10 (Prior authoritative literature: SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities”), which is effective January 1, 2009. FASB ASC 815-10 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, this standard requires disclosures of the fair values of derivative instruments and associated gains and losses in a tabular formant. This standard is not currently applicable to the Company since we do not have derivative instruments or engage in hedging activity.

In May 2008, the FASB issued FASB ASC 944 (Prior authoritative literature: SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts — an interpretation of FASB Statement No. 60”). FASB ASC 944 interprets Statement 60 and amends existing accounting pronouncements to clarify their application to the financial guarantee insurance contracts included within the scope of that Statement. This standard is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years.  As such, the Company was required to adopt these provisions at the beginning of the fiscal year ended December 31, 2008. The Company does not believe this standard will have any impact on the financial statements.

In April, 2009, the FASB issued FASB ASC 810-10-65 (Prior authoritative literature: SFAS No. 164, “Not-for-Profit Entities: Mergers and Acquisitions”) which governs the information that a not-for-profit entity should provide in its financial reports about a combination with one or more other not-for-profit entities, businesses or nonprofit activities and sets out the principles and requirements for how a not-for-profit entity should determine whether a combination is in fact a merger or an acquisition. This standard is effective for mergers occurring on or after Dec. 15, 2009 and for acquisitions where the acquisition date is on or after the beginning of the first annual reporting period, beginning on or after Dec. 15, 2009. This standard does not apply to the Company since the Company is considered a for-profit entity.

In May 2009, FASB issued FASB ASC 855-10 (Prior authoritative literature:  SFAS No. 165, “Subsequent Events”). FASB ASC 855-10 establishes principles and requirements for the reporting of events or transactions that occur after the balance sheet date, but before financial statements are issued or are available to be issued. FASB ASC 855-10 is effective for financial statements issued for fiscal years and interim periods ending after June 15, 2009. As such, the Company adopted these provisions at the beginning of the interim period ended June 30, 2009. Adoption of FASB ASC 855-10 did not have a material effect on our financial statements.

In June 2009, the FASB ASC 860-10 (Prior authoritative literature: issued SFAS No. 166, “Accounting for Transfers of Financial Assets, an Amendment of FASB Statement No. 140”), which eliminates the concept of a qualifying special-purpose entity (“QSPE”), clarifies and amends the de-recognition criteria for a transfer to be accounted for as a sale, amends and clarifies the unit of account eligible for sale accounting and requires that a transferor initially measure at fair value and recognize all assets obtained and liabilities incurred as a result of a transfer of an entire financial asset or group of financial assets accounted for as a sale. This standard is effective for fiscal years beginning after November 15, 2009. The Company is currently evaluating the potential impact of this standard on its financial statements, but does not expect it to have a material effect.

In June 2009, the FASB issued FASB ASC 810-10-65 (Prior authoritative literature:  SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)”) which amends the consolidation guidance applicable to a variable interest entity (“VIE”). This standard also amends the guidance governing the determination of whether an enterprise is the primary beneficiary of a VIE, and is therefore required to consolidate an entity, by requiring a qualitative analysis rather than a quantitative analysis. Previously, the standard required reconsideration of whether an enterprise was the primary beneficiary of a VIE only when specific events had occurred. This standard is effective for fiscal years beginning after November 15, 2009, and for interim periods within those fiscal years. Early adoption is prohibited. The Company is currently evaluating the potential impact of the adoption of this standard on its financial statements, but does not expect it to have a material effect.

TM (Codification) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. FASB ASC 105-10 is effective for financial statements issued for fiscal years and interim periods ending after September 15, 2009. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ending December 31, 2009.  Adoption of FASB ASC 105-10 did not have a material effect on the Company’s financial statements.

Note I – Stock based compensation

(1)     As of January 1, 2006, we elected to measure and record compensation cost relative to stock option costs in accordance with FASB ASC 718, “Accounting For Stock Based Compensation,” (prior authoritative literature: SFAS 123R) 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 grant Mr. Wilson the following stock options:

(2)     On March 27, 2009 our Board of Directors approved the Golden Eagle International, Inc. 2009 Equity Incentive Plan (the “Plan”). The Plan is intended to provide incentives to officers, employees and other persons, including consultants and advisers, who contribute to our success by offering them the opportunity to acquire an ownership interest in it or increase their ownership interest. The Board of Directors believes that this also will help to align the interests of our management and employees with the interests of its shareholders.

The Plan provides for a maximum of 1,500,000 post reverse split shares of common stock to be reserved to be issued upon the exercise of options (“Options”) or the grant of restricted stock awards (“Bonuses”). Adoption by the Board of Directors is contingent upon obtaining shareholder approval by March 26, 2010. The Plan includes two types of Options. Options intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) are referred to as “Incentive Options.” Options, which are not intended to qualify as Incentive Options are referred to as “Non-Qualified Options.” Bonuses, which may also be granted under the Plan, are the outright issuance of shares of Common Stock.

We plan to seek shareholder approval of the Plan no later than the next annual shareholders meeting: (i) to satisfy the contingency to the Board of Directors’ adoption of the Plan; and (ii) to permit the issuance of Options which will qualify as Incentive Options pursuant to the Code.

The Plan is administered by the Board of Directors since we have not appointed a Compensation Committee. In addition to determining who will be granted Options or Bonuses, the Committee (or the Board in the absence of the Committee) has the authority and discretion to determine when Options and Bonuses will be granted and the number of Options and Bonuses to be granted. The Board (or, if appointed, the Committee) also may determine a vesting and/or forfeiture schedule for Bonuses and/or Options granted, the time or times when each Option becomes exercisable, the duration of the exercise period for Options and the form or forms of the agreements, certificates or other instruments evidencing grants made under the Plan. The Board (or Committee) may determine the purchase price of the shares of common stock covered by each Option and determine the Fair Market Value per share. The Board (or Committee) also may impose additional conditions or restrictions not inconsistent with the provisions of the Plan. The Board (or Committee) may adopt, amend and rescind such rules and regulations as in its opinion may be advisable for the administration of the Plan. If the number of shares reserved under the Plan is increased, shareholder approval must be obtained on the amendment to increase the shares reserved.

The Board (or Committee) also has the power to interpret the Plan and the provisions in the instruments evidencing grants made under it, and is empowered to make all other determinations deemed necessary or advisable for the administration of it.

The grant of Options or Bonuses under the Plan does not confer any rights with respect to continuation of employment, and does not interfere with the right of the recipient or the Company to terminate the recipient’s employment, although a specific grant of Options or Bonuses may provide that termination of employment or cessation of service as an employee, officer, or consultant may result in forfeiture or cancellation of all or a portion of the Bonuses or Options.

In the event a change, such as a stock split, is made in our capitalization which results in an exchange or other adjustment of each share of Common Stock for or into a greater or lesser number of shares, appropriate adjustments will be made to unvested bonuses and in the exercise price and in the number of shares subject to each outstanding Option. The Board (or, if appointed, the Committee) also may make provisions for adjusting the number of bonuses or underlying outstanding Options in the event we effect one or more reorganizations, recapitalizations, rights offerings, or other increases or reductions of shares of our outstanding Common Stock. Options and Bonuses may provide that in the event of the dissolution or liquidation of the Company, a corporate separation or division or the merger or consolidation of the Company, the holder may exercise the Option on such terms as it may have been exercised immediately prior to such dissolution, corporate separation or division or merger or consolidation; or in the alternative, the Board (or, if appointed, the Committee) may provide that each Option granted under the Plan shall terminate as of a date fixed by the Committee.

The exercise price of any Option granted under the Plan must be no less than 100% of the “fair market value” of our Common Stock on the date of grant. Any Incentive Stock Option granted under the Plan to a person owning more than 10% of the total combined voting power of the Common Stock shall be at a price of no less than 110% of the Fair Market Value per share on the date of grant.

The exercise price of an Option may be paid in cash, in shares of our Common Stock or other property having a fair market value equal to the exercise price of the Option, or in a combination of cash, shares and property. Unless otherwise stated by Board (or Committee) resolution, the Options can also be exercised pursuant to “net exercise” procedures which permit the fair market value of the Options (equal to the value of the underlying shares less the exercise price) to be used to pay the exercise price. The Board (or Committee) shall determine whether or not property other than cash or Common Stock or a net exercise may be used to purchase the shares underlying an Option and shall determine the value of the property received. The Plan provides that, unless otherwise provided by the Board (or the Committee), Options granted under the Plan survive a Change of Control (as that term is defined in the Plan) and for 18 months following a Change of Control if the holder is terminated as an employee of the Company without cause following a Change of Control

At the time of adoption of the Plan, the Board also granted certain options to a number of officers and key employees. The Options were granted subject to shareholder approval, and if the shareholders do not approve the Plan by March 26, 2010, the options granted to the officers and key employees will be lost. Assuming that our shareholders approve the Plan when presented, the Options granted have an exercise period of three years from the date of grant (that is, through March 26, 2012) at an exercise price of $.90 post reverse split per share (the average of the closing price for the 10 trading days prior to March 27, 2009, plus an additional 25% above that average price). The Board considered several factors in granting the options to our executives and key employees such as length of service; sacrifices made during the period of service, such as foregoing salary, personal operating loans made to us to allow us to continue in operation, voluntary reductions in salary, forgiveness of significant salary arrearages for the benefit of the Company, etc.; the past and ongoing contribution made to maintaining the Company in operation despite significant challenges, and to its recent successes in opening potential new avenues for progress. The following is a list of the options granted executive officers under the Plan:

Options to acquire 36,500,000 shares were granted on the same terms to persons who are neither executive officers nor directors of the Company. The Plan will be presented in more detail in a Proxy Statement when the shareholders’ consideration and approval for the Plan is sought at a future date.

Note J – Legal action

Note K – Transfer of control of Bolivian subsidiary

Note L – Approval of reverse stock split

Note M – Turner and Madsen Employment Agreements

Note N – Blane Wilson appointed Executive Mining Advisor for Klondex Mines Ltd.

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