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<A NAME=A001></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SECURITIES AND EXCHANGE
COMMISSION <BR>Washington, D.C. 20549 </FONT></P>

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<A NAME=A003></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>FORM 8-K </FONT></P>

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<A NAME=A004></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>CURRENT REPORT </U></FONT></P>

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<P ALIGN="Center"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 </FONT></P>

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<A NAME=A005></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Date of Report (Date of
Earliest Event) December 30, 2004 </FONT></P>

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<A NAME=A006></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>Golden Eagle
International, Inc. </U><BR>(Exact Name of
Registrant as Specified in its Charter) </FONT></P>


<TABLE CELLPADDING="0" CELLSPACING="0" BORDER="0" WIDTH="600" ALIGN="Center">
<TR VALIGN=Bottom>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TH></TR>
<TR VALIGN=Bottom>
     <TD WIDTH=38% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;<U>Colorado</U></FONT></TD>
     <TD WIDTH=30% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>0-23726</U></FONT></TD>
     <TD WIDTH=32% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>84-1116515</U></FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(State or Other</FONT></TD>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(Commission</FONT></TD>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(I.R.S. Employer</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Jurisdiction of</FONT></TD>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>File Number)</FONT></TD>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Identification</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;Incorporation)</FONT></TD>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>No.)</FONT></TD></TR>

</TABLE>

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<A NAME=A008></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>12401 South 450
East, Building D1, Salt Lake City, Utah 84020 </U><BR>(Address of Principal
Executive Offices) (Zip Code) </FONT></P>

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<A NAME=A010></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>(801) 619-9320 </U><BR>(Registrant&#146;s
Telephone Number, Including Area Code) </FONT></P>

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<A NAME=A012></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>Not Applicable</U>  <BR>(Former Name or Former
Address, If Changed Since Last Report.) </FONT></P>
<BR><BR><BR>
<HR>
<BR>
<BR><BR>

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<A NAME=A017></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Section 1 &#150;
Registrant&#146;s Business and Operations </FONT></H1>

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<A NAME=A018></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Item 1.01 Entry into a
Material Definitive Agreement</I> </FONT></P>

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<A NAME=A019></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;None.</FONT></P>

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<A NAME=A020></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Item 1.02 Termination of
a Material Definitive Agreement </I></FONT></P>

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<A NAME=A021></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;None.</FONT></P>

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<A NAME=A022></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Item 1.03 Bankruptcy or
Receivership</I> </FONT></P>

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<A NAME=A023></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;None.</FONT></P>

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<A NAME=A024></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Section 2 &#151;
Financial Information </FONT></H1>

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<A NAME=A025></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Item 2.01 Completion of
Acquisition or Disposition of Assets </I></FONT></P>

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<A NAME=A026></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;None.</FONT></P>

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<A NAME=A027></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Item 2.02 Results of
Operations and Financial Condition</I> </FONT></P>

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<A NAME=A028></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;None.</FONT></P>


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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Item 2.03         Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant</I> </FONT></P>
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<A NAME=A029></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;None</FONT></P>


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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Item 2.04         Triggering  Events That Accelerate or Increase a Direct  Financial  Obligation or an Obligation Under and Off-Balance Sheet
Arrangement</I> </FONT></P>
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<A NAME=A030></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</I></FONT></P>

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<A NAME=A031></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;None.</FONT></P>

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<A NAME=A032></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Item 2.05 Costs
Associated with Exit or Disposal Activities</I> </FONT></P>

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<A NAME=A033></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;None.</FONT></P>

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<A NAME=ge_item206></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Item 2.06 Material
Impairments</I> </FONT></P>

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<A NAME=A035></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Item should be cross-referenced with the disclosure made in Item <A HREF="#ge_item701">7.01</A>, Regulation FD.</FONT></P>

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<A NAME=A036></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Section 3 &#151;
Securities Trading Markets </FONT></H1>


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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Item 3.01         Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing</I> </FONT></P>

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<A NAME=A037></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;None</FONT></P>

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<A NAME=A038></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Item 3.02 Unregistered
Sales of Equity Securities</I> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>On December 8, 2004, we issued
12,659,995 shares of our restricted common stock to six accredited investors in exchange
for their investment of $316,499.88. These investors, who are also long-term shareholders,
had loaned the company these funds on short-term notes, and agreed to purchase restricted
common shares of the company with the repayment of the notes. We did not issue a current
report of these sales at that time due to the fact that the aggregate number of shares
sold since our last report was less than 5% of our outstanding shares. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Also, between December 10 and
December 23, 2004, we issued 5,450,000 shares of our restricted common stock to nine
accredited investors, who are also long-term shareholders, in exchange for their
investment of $136,250.00. We also did not issue a current report of these sales due to
the fact that the aggregate number of shares sold since our last report still was less
than 5% of our outstanding shares. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>However, on December 30, 2004, we
agreed with two long-term shareholders, lenders and accredited investors that they could
apply the repayment of their principal and accrued interest on their long-term notes
totaling $1,073,255.97 for the purchase of 23,850,133 shares of our restricted common
stock. These sales of our restricted common stock, combined with the sales on December 8,
2004, and between the dates of December 10 and December 23, exceed the level of 5% of our
outstanding common stock, which results in our current report today. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>In addition, on December 30, 2004 we
agreed to issue 1 million shares of our restricted common stock to two trusts that have
acted as guarantors on our $1 million line of credit with Frost Bank of Houston, Texas;
have also paid off that line of credit in full; and, have agreed to allow us to enter into
reasonable repayment terms with them as more fully described below in Section 8(b) of this
Report. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The following sets forth the
information required by Item 701 in connection with these transactions: &nbsp; </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The first transactions were completed on December 8, 2004 when six private lenders, who
are also accredited investors and long-term shareholders, and who were owed $316,499.88 by
us on short-term loans, elected to invest that total sum with Golden Eagle in exchange for
12,659,995 restricted common shares instead of receiving repayment of their principal loan
amounts. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
second set of transactions were completed between December 10 and December 23, 2004, when
nine private lenders, who are also accredited investors and long-term shareholders,
invested $136,250.00 in exchange for 5,450,000 restricted common shares of our stock. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
two loan conversion transactions were completed on December 30, 2004 with two private
lenders, who are also accredited investors and a long-term shareholders, who were owed
respectively $1,047,296.32 (this figure varies slightly from the figure disclosed in our
press release of December 21, 2004 due to final interest calculations) and $25,959.65 by
us on two long-term notes, and who elected to invest that total sum with Golden Eagle in
exchange for respectively 23,273,252 and 576,881 restricted common shares of our stock
instead of receiving repayment of their principal and interest amounts. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Finally, on December 30, 2004 we
agreed to issue 1 million shares of our restricted common stock as compensation to two
trusts that have acted as guarantors on our $1 million line of credit with Frost Bank of
Houston, Texas for 7 years; have also paid off that line of credit in full; and, have
agreed to allow us to enter into reasonable repayment terms with them as more fully
described below in Section 8(b) of this Report. </FONT></P>




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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
There was no placement agent or underwriter for any of these transactions. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The total offering price was $316,499.88 on the first transactions; $136,500.00 on the
second set of transactions; respectively $1,047,296.32 and $25,959.65 on the two loan
conversions; and, $45,000 on the compensation to the two trusts.&nbsp; No underwriting
discounts or commissions were paid. </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We relied on the exemption from registration provided by Sections 4(2) and 4(6) under the
Securities Act of 1933 for these transactions, as well as Regulation D.&nbsp; We did not
engage in any public advertising or general solicitation in connection with this
transaction. We provided the accredited investors with disclosure of all aspects of our
business, including providing the accredited investors with our reports filed with the
Securities and Exchange Commission, our press releases, access to our auditors, and other
financial, business, and corporate information.&nbsp; Based on our investigation, we
believe that these accredited investors obtained all information regarding Golden Eagle
International, Inc. they requested, received answers to all questions they posed, and
otherwise understood the risks of accepting our securities for investment purposes. </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Our restricted common stock is not convertible or exchangeable.&nbsp; We have no
registration obligation with respect to the shares of restricted common stock issued.
&nbsp; (f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; We have used the proceeds, or
will use the proceeds, for general corporate purposes. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We have used the proceeds, or
will use the proceeds, for general corporate purposes.
</FONT></P>


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<A NAME=A040></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Item 3.03 Material
Modification to Rights of Security Holders</I> </FONT></P>

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<A NAME=A041></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;None.</FONT></P>

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<A NAME=A042></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Section 4 &#151; Matters
Related to Accountants and Financial Statements </FONT></H1>

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<A NAME=A043></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Item 4.01 Changes in
Registrant&#146;s Certifying Accountants</I> </FONT></P>

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<A NAME=A044></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;None.</FONT></P>


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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Item 4.02         Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review</I> </FONT></P>
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<A NAME=A045></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;None.</FONT></P>

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<A NAME=A046></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Section 5 &#151;
Corporate Governance and Management </FONT></H1>

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<A NAME=A047></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Item 5.01 Changes in
Control of Registrant</I> </FONT></P>

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<A NAME=A048></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;None</FONT></P>


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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Item 5.02         Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers</I> </FONT></P>
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<A NAME=A049></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;None.</FONT></P>

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<A NAME=A050></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Item 5.03 Amendments to
Articles of Incorporation or Bylaws; Change in Fiscal Year</I> </FONT></P>

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<A NAME=A051></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;None.</FONT></P>

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<A NAME=A052></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Item 5.04 Temporary
Suspension of Trading Under Registrant&#146;s Employee Benefit Plans</I> </FONT></P>

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<A NAME=A053></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;None.</FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Item 5.05 </I> <I>Amendments to
the Registrant&#146;s Code of Ethics, or Waiver of a Provision of the Code of Ethics.</I> </FONT></P>

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<A NAME=A054></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;None.</FONT></P>

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<A NAME=A055></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Section 6 &#151;
[Reserved] </FONT></H1>

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<A NAME=A056></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Section 7 &#151; Regulation
FD </FONT></H1>

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<A NAME=ge_item701></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Item 7.01 Regulation FD
Disclosure</I> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We have previously disclosed in our
annual and quarterly reports that we are party to a lawsuit filed in the District Court
for the City and County of Denver, Colorado, entitled: <I>Geiger v. Golden Eagle
International, Inc. and Ronald A. Knittle</I>, Civ. No. 03CV9390. The subject matter of
that suit are stock transactions that took place at the end of 1995 and the beginning of
1996, which were authorized by Ronald A. Knittle, as former officer and director. The
alleged acts that purportedly damaged the plaintiff took place well prior to the
appointment of any currently-serving officer or director. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>On March 2, 2004, we filed a Motion
to Dismiss plaintiff&#146;s complaint in which we stated that plaintiff&#146;s claims were
barred by the statute of limitations, or were barred by the doctrine of issue preclusion
because those issues were previously decided against the plaintiff by an administrative
law judge in a case brought against Mr. Geiger and others by the SEC: <I>In Re Kirby</I>,
Release No. 177 Admin. Proc. File No. 3-9602 (2000). Two out of three of plaintiff&#146;s
causes of action were dismissed at that time and one cause of action was left by the
Court. Recently, however, and despite our opposition, the Court granted plaintiff&#146;s
Motion to Amend the Complaint and allowed plaintiff to add two additional causes of
action, which increase Golden Eagle&#146;s potential exposure in the lawsuit because the
jury has more potential issues on which to decide against our interests. The trial in this
matter is scheduled for March 7, 2005. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>In addition, we have received the
summary opinions of plaintiff&#146;s three expert witnesses. Those witnesses will testify
at trial as follows: </FONT></P>

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               <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
               <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>a. </FONT></TD>
               <TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               Plaintiff had a right to rely on the representations of Golden Eagle&#146;s
          president regarding the legal status of our shares;   </FONT></TD>
               </TR>
               </TABLE>
               <BR>

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               <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
               <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>b. </FONT></TD>
               <TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               Plaintiff has been
          prohibited from holding a license to be a securities broker-dealer for a period
          of at least 5 years due to
the transactions involving the representations of Golden Eagle&#146;s former president and
director, Ronald A. Knittle. Due to the nature of his violations of the securities
regulations, plaintiff is not likely to ever have his securities license reinstated by the
NASD and is therefore permanently damaged; and </FONT></TD>
               </TR>
               </TABLE>
               <BR>

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               <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
               <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>c. </FONT></TD>
               <TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               Based on plaintiff&#146;s income in the years prior to the transactions
               involving the representations of Golden Eagle&#146;s former president and
               director, Ronald A. Knittle, plaintiff has suffered damages of between $5
               million and $35 million. </FONT></TD>
               </TR>
               </TABLE>
               <BR>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>While we believe that
plaintiff&#146;s experts&#146; opinions are rebuttable, we are currently assessing our
exposure relative to the matters discussed above with our litigation and securities
counsel. We also understand that the costs of even successful litigation can be
significant, we have only limited amounts of working capital available at the present time
and we may ultimately choose to invest our available capital in our productive mining
efforts in Bolivia. We cannot predict whether a jury would decide against us on any of the
issues bearing on our liability due to the acts of our former president, Ronald A.
Knittle. We also cannot predict what damages (if any) a jury might award to plaintiff at
trial in the event that a finding of liability on our part were made. In order to avoid
the uncertainty attendant with all litigation, we have had settlement negotiations with
plaintiff and his counsel to ameliorate any potential finding of liability and damages
award. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The disclosure in this Item should
also be crossed-referenced as a potential disclosure in <A HREF="#ge_item206">Item 2.06</A>, Material Impairments. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold-TNR" FSL="Workstation" -->
<A NAME=A059></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Section 8 &#151; Other
Events </FONT></H1>

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<A NAME=A058></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Item 8.01 Other Events</I> </FONT></P>

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          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>a.</FONT></TD>
          <TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          As described in a press release dated December 8, 2004, which is attached for
          reference, Golden Eagle is engaged in the exchange of comprehensive information
          with, and is encouraged by feedback being received from, three separate funding
          sources for $10 million in debt financing for our Buen Futuro gold and copper
          mining and processing project in eastern Bolivia. Those funding sources include:
          the Overseas Private Investment Corporation (OPIC), the Andean Development
          Corporation (CAF) and a private Brazilian venture capital fund. No public
          solicitation for funding has been made by us, nor do we intend to make any such
          solicitation. Our only intention in issuing the attached press release was to
          inform the public that our debt financing efforts with these funding sources are
          ongoing. </FONT></TD>
          </TR>
          </TABLE>
          <BR>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;See
the press release attached as an exhibit hereto. </FONT></P>

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          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>b.</FONT></TD>
          <TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          As described in a press release dated December 21, 2004, which is attached for
          reference, Golden Eagle has reached an agreement for the payoff of a $1 million
          note to Frost Bank of Houston, Texas prior to its maturity date of December 29,
          2004. Two trusts, which have been long-term shareholders, have agreed to pay the
          note off in full. We will then be obligated to these trusts in the future. The
          terms and conditions of the new note with the trusts are: a one-year term,
          monthly interest payments at an annual rate of 8.5% and quarterly principal
          payments of $250,000 beginning in the first quarter of 2005, although the
          company will need additional financing (of which there can be no assurance) to
          make the required principal payments on the loan. </FONT></TD>
          </TR>
          </TABLE>
          <BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
We
also announced in this release the debt conversion discussed in Item 3.02(a) above, which
we believe improves our balance sheet, reduces our cash needs, and may improve our ability
to finance our Buen Futuro project in eastern Bolivia, and our other corporate
requirements, including the repayment of the new loan discussed in the paragraph above.
Although we are engaged in discussions with institutional debt and equity financing
providers, we do not have any firm commitments to provide us the financing we need for our
Buen Futuro project, our other Bolivian operations or our other continuing corporate
requirements. </FONT></TD>
</TR>
</TABLE>
<BR>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;See
the press release attached as an exhibit hereto. </FONT></P>

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          <TR VALIGN=TOP>
          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>c.</FONT></TD>
          <TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          In January 2004, we awarded 1 million restricted common shares to Max Staheli, a
          member of our board of directors. Mr. Staheli has elected to return those shares
          to the company. The board of directors approved the return and cancellation of
          Mr. Staheli&#146;s shares on December 20, 2004. Golden Eagle&#146;s outstanding
          shares will be reduced by 1 million shares as a result of this action. </FONT></TD>
          </TR>
          </TABLE>
          <BR>

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<A NAME=A061></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Section 9 &#151;
Financial Statements and Exhibits </FONT></H1>

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<A NAME=A062></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Item 9.01 Financial
Statements and Exhibits </I></FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>99.1.1 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<A HREF="ge_pr-dec0804.htm">December 8, 2004</A>, press release
providing information regarding ongoing debt financing efforts by Golden Eagle. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>99.2.2 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<A HREF="ge_pr-dec2104.htm">December 21, 2004</A>, press release providing information
regarding debt restructuring efforts by Golden Eagle. </FONT></P>


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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SIGNATURE </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 30th day of December, 2004. </FONT></P>


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<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Golden Eagle International, Inc. </B><BR><BR>
<BR>By: /s/ Terry C. Turner<BR>&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>
Terry C. Turner<BR>President and Chief Executive Officer<BR><BR>
December 30, 2004</FONT></TD>
</TR>
</TABLE>
<BR>

</BODY>
</HTML>
[{"type": "8-K", "sequence": "1", "filename": "ge_8kdec2804.htm", "secsgml_size_bytes": 35326}]
{"company-data": {"conformed-name": "GOLDEN EAGLE INTERNATIONAL INC", "cik": "0000869531", "assigned-sic": "1000", "irs-number": "841116515", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-23726", "film-number": "041234415"}, "business-address": {"street1": "12401 SOUTH 450 EAST", "street2": "BLDG D1", "city": "SALT LAKE CITY", "state": "UT", "zip": "84020", "phone": "8016199320"}, "mail-address": {"street1": "12401 SOUTH 450 EAST", "street2": "BLDG D1", "city": "SALT LAKE CITY", "state": "UT", "zip": "84020"}, "former-company": {"former-conformed-name": "BENEFICIAL CAPITAL FINANCIAL SERVICES CORP", "date-changed": "19940329"}}
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of
Earliest Event) December 30, 2004
Golden Eagle
International, Inc.
(Exact Name of
Registrant as Specified in its Charter)
Colorado
0-23726
84-1116515
(State or Other
(Commission
(I.R.S. Employer
Jurisdiction of
File Number)
Identification
Incorporation)
No.)
12401 South 450
East, Building D1, Salt Lake City, Utah 84020
(Address of Principal
Executive Offices) (Zip Code)
(801) 619-9320
(Registrant's
Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former
Address, If Changed Since Last Report.)
Section 1 –
Registrant's Business and Operations
Item 1.01 Entry into a
Material Definitive Agreement
None.
Item 1.02 Termination of
a Material Definitive Agreement
None.
Item 1.03 Bankruptcy or
Receivership
None.
Section 2 —
Financial Information
Item 2.01 Completion of
Acquisition or Disposition of Assets
None.
Item 2.02 Results of
Operations and Financial Condition
None.
Item 2.03         Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant
None
Item 2.04         Triggering  Events That Accelerate or Increase a Direct  Financial  Obligation or an Obligation Under and Off-Balance Sheet
Arrangement
None.
Item 2.05 Costs
Associated with Exit or Disposal Activities
None.
Item 2.06 Material
Impairments
This Item should be cross-referenced with the disclosure made in Item
7.01
, Regulation FD.
Section 3 —
Securities Trading Markets
Item 3.01         Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
None
Item 3.02 Unregistered
Sales of Equity Securities
On December 8, 2004, we issued
12,659,995 shares of our restricted common stock to six accredited investors in exchange
for their investment of $316,499.88. These investors, who are also long-term shareholders,
had loaned the company these funds on short-term notes, and agreed to purchase restricted
common shares of the company with the repayment of the notes. We did not issue a current
report of these sales at that time due to the fact that the aggregate number of shares
sold since our last report was less than 5% of our outstanding shares.
Also, between December 10 and
December 23, 2004, we issued 5,450,000 shares of our restricted common stock to nine
accredited investors, who are also long-term shareholders, in exchange for their
investment of $136,250.00. We also did not issue a current report of these sales due to
the fact that the aggregate number of shares sold since our last report still was less
than 5% of our outstanding shares.
However, on December 30, 2004, we
agreed with two long-term shareholders, lenders and accredited investors that they could
apply the repayment of their principal and accrued interest on their long-term notes
totaling $1,073,255.97 for the purchase of 23,850,133 shares of our restricted common
stock. These sales of our restricted common stock, combined with the sales on December 8,
2004, and between the dates of December 10 and December 23, exceed the level of 5% of our
outstanding common stock, which results in our current report today.
In addition, on December 30, 2004 we
agreed to issue 1 million shares of our restricted common stock to two trusts that have
acted as guarantors on our $1 million line of credit with Frost Bank of Houston, Texas;
have also paid off that line of credit in full; and, have agreed to allow us to enter into
reasonable repayment terms with them as more fully described below in Section 8(b) of this
Report.
The following sets forth the
information required by Item 701 in connection with these transactions:
(a)       
The first transactions were completed on December 8, 2004 when six private lenders, who
are also accredited investors and long-term shareholders, and who were owed $316,499.88 by
us on short-term loans, elected to invest that total sum with Golden Eagle in exchange for
12,659,995 restricted common shares instead of receiving repayment of their principal loan
amounts.
The
second set of transactions were completed between December 10 and December 23, 2004, when
nine private lenders, who are also accredited investors and long-term shareholders,
invested $136,250.00 in exchange for 5,450,000 restricted common shares of our stock.
The
two loan conversion transactions were completed on December 30, 2004 with two private
lenders, who are also accredited investors and a long-term shareholders, who were owed
respectively $1,047,296.32 (this figure varies slightly from the figure disclosed in our
press release of December 21, 2004 due to final interest calculations) and $25,959.65 by
us on two long-term notes, and who elected to invest that total sum with Golden Eagle in
exchange for respectively 23,273,252 and 576,881 restricted common shares of our stock
instead of receiving repayment of their principal and interest amounts.
Finally, on December 30, 2004 we
agreed to issue 1 million shares of our restricted common stock as compensation to two
trusts that have acted as guarantors on our $1 million line of credit with Frost Bank of
Houston, Texas for 7 years; have also paid off that line of credit in full; and, have
agreed to allow us to enter into reasonable repayment terms with them as more fully
described below in Section 8(b) of this Report.
(b)       
There was no placement agent or underwriter for any of these transactions.
(c)       
The total offering price was $316,499.88 on the first transactions; $136,500.00 on the
second set of transactions; respectively $1,047,296.32 and $25,959.65 on the two loan
conversions; and, $45,000 on the compensation to the two trusts.  No underwriting
discounts or commissions were paid.
(d)       
We relied on the exemption from registration provided by Sections 4(2) and 4(6) under the
Securities Act of 1933 for these transactions, as well as Regulation D.  We did not
engage in any public advertising or general solicitation in connection with this
transaction. We provided the accredited investors with disclosure of all aspects of our
business, including providing the accredited investors with our reports filed with the
Securities and Exchange Commission, our press releases, access to our auditors, and other
financial, business, and corporate information.  Based on our investigation, we
believe that these accredited investors obtained all information regarding Golden Eagle
International, Inc. they requested, received answers to all questions they posed, and
otherwise understood the risks of accepting our securities for investment purposes.
(e)       
Our restricted common stock is not convertible or exchangeable.  We have no
registration obligation with respect to the shares of restricted common stock issued.
  (f)         We have used the proceeds, or
will use the proceeds, for general corporate purposes.
(f)       
We have used the proceeds, or
will use the proceeds, for general corporate purposes.
Item 3.03 Material
Modification to Rights of Security Holders
None.
Section 4 — Matters
Related to Accountants and Financial Statements
Item 4.01 Changes in
Registrant's Certifying Accountants
None.
Item 4.02         Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
None.
Section 5 —
Corporate Governance and Management
Item 5.01 Changes in
Control of Registrant
None
Item 5.02         Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
None.
Item 5.03 Amendments to
Articles of Incorporation or Bylaws; Change in Fiscal Year
None.
Item 5.04 Temporary
Suspension of Trading Under Registrant's Employee Benefit Plans
None.
Item 5.05
Amendments to
the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.
None.
Section 6 —
[Reserved]
Section 7 — Regulation
FD
Item 7.01 Regulation FD
Disclosure
We have previously disclosed in our
annual and quarterly reports that we are party to a lawsuit filed in the District Court
for the City and County of Denver, Colorado, entitled:
Geiger v. Golden Eagle
International, Inc. and Ronald A. Knittle
, Civ. No. 03CV9390. The subject matter of
that suit are stock transactions that took place at the end of 1995 and the beginning of
1996, which were authorized by Ronald A. Knittle, as former officer and director. The
alleged acts that purportedly damaged the plaintiff took place well prior to the
appointment of any currently-serving officer or director.
On March 2, 2004, we filed a Motion
to Dismiss plaintiff's complaint in which we stated that plaintiff's claims were
barred by the statute of limitations, or were barred by the doctrine of issue preclusion
because those issues were previously decided against the plaintiff by an administrative
law judge in a case brought against Mr. Geiger and others by the SEC:
In Re Kirby
,
Release No. 177 Admin. Proc. File No. 3-9602 (2000). Two out of three of plaintiff's
causes of action were dismissed at that time and one cause of action was left by the
Court. Recently, however, and despite our opposition, the Court granted plaintiff's
Motion to Amend the Complaint and allowed plaintiff to add two additional causes of
action, which increase Golden Eagle's potential exposure in the lawsuit because the
jury has more potential issues on which to decide against our interests. The trial in this
matter is scheduled for March 7, 2005.
In addition, we have received the
summary opinions of plaintiff's three expert witnesses. Those witnesses will testify
at trial as follows:
a.
Plaintiff had a right to rely on the representations of Golden Eagle's
          president regarding the legal status of our shares;
b.
Plaintiff has been
          prohibited from holding a license to be a securities broker-dealer for a period
          of at least 5 years due to
the transactions involving the representations of Golden Eagle's former president and
director, Ronald A. Knittle. Due to the nature of his violations of the securities
regulations, plaintiff is not likely to ever have his securities license reinstated by the
NASD and is therefore permanently damaged; and
c.
Based on plaintiff's income in the years prior to the transactions
               involving the representations of Golden Eagle's former president and
               director, Ronald A. Knittle, plaintiff has suffered damages of between $5
               million and $35 million.
While we believe that
plaintiff's experts' opinions are rebuttable, we are currently assessing our
exposure relative to the matters discussed above with our litigation and securities
counsel. We also understand that the costs of even successful litigation can be
significant, we have only limited amounts of working capital available at the present time
and we may ultimately choose to invest our available capital in our productive mining
efforts in Bolivia. We cannot predict whether a jury would decide against us on any of the
issues bearing on our liability due to the acts of our former president, Ronald A.
Knittle. We also cannot predict what damages (if any) a jury might award to plaintiff at
trial in the event that a finding of liability on our part were made. In order to avoid
the uncertainty attendant with all litigation, we have had settlement negotiations with
plaintiff and his counsel to ameliorate any potential finding of liability and damages
award.
The disclosure in this Item should
also be crossed-referenced as a potential disclosure in
Item 2.06
, Material Impairments.
Section 8 — Other
Events
Item 8.01 Other Events
a.
As described in a press release dated December 8, 2004, which is attached for
          reference, Golden Eagle is engaged in the exchange of comprehensive information
          with, and is encouraged by feedback being received from, three separate funding
          sources for $10 million in debt financing for our Buen Futuro gold and copper
          mining and processing project in eastern Bolivia. Those funding sources include:
          the Overseas Private Investment Corporation (OPIC), the Andean Development
          Corporation (CAF) and a private Brazilian venture capital fund. No public
          solicitation for funding has been made by us, nor do we intend to make any such
          solicitation. Our only intention in issuing the attached press release was to
          inform the public that our debt financing efforts with these funding sources are
          ongoing.
See
the press release attached as an exhibit hereto.
b.
As described in a press release dated December 21, 2004, which is attached for
          reference, Golden Eagle has reached an agreement for the payoff of a $1 million
          note to Frost Bank of Houston, Texas prior to its maturity date of December 29,
          2004. Two trusts, which have been long-term shareholders, have agreed to pay the
          note off in full. We will then be obligated to these trusts in the future. The
          terms and conditions of the new note with the trusts are: a one-year term,
          monthly interest payments at an annual rate of 8.5% and quarterly principal
          payments of $250,000 beginning in the first quarter of 2005, although the
          company will need additional financing (of which there can be no assurance) to
          make the required principal payments on the loan.
We
also announced in this release the debt conversion discussed in Item 3.02(a) above, which
we believe improves our balance sheet, reduces our cash needs, and may improve our ability
to finance our Buen Futuro project in eastern Bolivia, and our other corporate
requirements, including the repayment of the new loan discussed in the paragraph above.
Although we are engaged in discussions with institutional debt and equity financing
providers, we do not have any firm commitments to provide us the financing we need for our
Buen Futuro project, our other Bolivian operations or our other continuing corporate
requirements.
See
the press release attached as an exhibit hereto.
c.
In January 2004, we awarded 1 million restricted common shares to Max Staheli, a
          member of our board of directors. Mr. Staheli has elected to return those shares
          to the company. The board of directors approved the return and cancellation of
          Mr. Staheli's shares on December 20, 2004. Golden Eagle's outstanding
          shares will be reduced by 1 million shares as a result of this action.
Section 9 —
Financial Statements and Exhibits
Item 9.01 Financial
Statements and Exhibits
99.1.1
December 8, 2004
, press release
providing information regarding ongoing debt financing efforts by Golden Eagle.
99.2.2
December 21, 2004
, press release providing information
regarding debt restructuring efforts by Golden Eagle.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 30th day of December, 2004.
Golden Eagle International, Inc.
By: /s/ Terry C. Turner
——————————————
Terry C. Turner
President and Chief Executive Officer
December 30, 2004