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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>UNITED STATES<BR>SECURITIES AND EXCHANGE
COMMISSION <BR><U>Washington, D.C. 20549 </U></B></FONT></P>

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<A NAME=A003></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>FORM 8-K</B> </FONT></P>

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

<BR>Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934</B> </FONT></P>

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<A NAME=A005></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2> <B>Date of Report: January 15, 2008</B></FONT></P>

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<A NAME=A006></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>Golden Eagle
International, Inc.</B>  </FONT></P>

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<P ALIGN="Center"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(Exact Name of Registrant as
Specified in its Charter) </FONT></P>


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     <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><B>Colorado</B></U></FONT></TD>
     <TD WIDTH=30% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U><B>0-23726</B></U></FONT></TD>
     <TD WIDTH=32% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U><B>84-1116515</B></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>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U><B>9661 South 700 East, Salt Lake City, Utah 84070</B> </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><B>(801) 619-9320</B> </U><BR>(Registrant&#146;s
Telephone Number, Including Area Code) </FONT></P>

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

<BR>
<BR><BR>


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<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>Item 1.01 Entry into a
Material Definitive Agreement </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
October 14, 2008 we entered into a Mill Operating Agreement (the &#147;Agreement&#148;)
with Queenstake Resources USA, Inc. (&#147;Queenstake USA&#148;), the wholly-owned
subsidiary of Queenstake Resources, Ltd. and Yukon-Nevada Gold Corporation, to operate the
4,000 ton-per-day (tpd) Jerritt Canyon CIL gold mill located 50 miles north of Elko,
Nevada. We did not announce signing the Agreement in October 2008 because the Agreement
contains two conditions that must be met before mill operations can begin: first,
Queenstake USA must raise at least a net $17.5 million for operations and, second,
Queenstake USA must receive permission from all relevant state and federal agencies to
re-start operations at the Jerritt Canyon mill. We believed that these conditions would be
met within a relatively short time and have actually had personnel on-site since
mid-September to maintain the mill, ensure regulatory compliance, as well as meet with
environmental authorities and investment groups as reported in our Quarterly Report filed
on Form 10-Q on November 19, 2008. Substantial progress has been made toward meeting the
two conditions precedent of the Agreement; however, due to certain factors the Company now
believes that it is obligated to disclose the nature of its role at the Jerritt Canyon
gold mill and the Agreement under which it is carrying out that role. Those factors
include, but are not necessarily limited to: first, the unexpected length of time that has
been required in the pre-operating period; second, the fact that our personnel have now
been on-site for 4 months; and third, the fact that individuals have sought and received
potentially material information from third-parties that are unaffiliated with us
regarding our status at the Jerritt Canyon mill, which may create an unfair advantage in
the marketplace as a result. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under
a pre-operating provision in the Agreement, the Company currently has 18 full-time
employees on-site at Jerritt Canyon, including its Chief Operating Officer (COO), Blane W.
Wilson, as well as a number of part-time employees at any given moment. Queenstake USA is
currently funding all costs of the maintenance and regulatory compliance operations during
the pre-operating period and is required by the Agreement to pay Golden Eagle an
administrative fee of 20% of those costs. However, due to the unexpected length of time
involved in the pre-operating period, and in solidarity with Queenstake USA, the Company
has agreed to accept an 8% administrative fee on operational costs for the time being and
defer the balance of the 20% fee until the mill commences full processing operations. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under
the Agreement, if and when the Jerritt Canyon mill comes into full operation (which we
believe will happen, but cannot assure), we will be the mill operator for a term of 5
years, which is renewable at the option of Queenstake USA for an additional 5-year term.
We will be entitled to a fee of 8% of all operator costs (which is defined in detail in
the Agreement at Part 5, sub-paragraph 5.2(a)(i)) as well as a percentage fee or profit
share of 20% of the net profits from operations (which is also defined in detail in the
Agreement at Part 5, sub-paragraph 5.2(a)(ii)). Furthermore, under the Agreement we are
also to receive a $500,000 interest-free loan for initial operating capital from
Queenstake USA, payable in equal monthly installments by us over the first 5-year term of
the Agreement. Additionally, we are entitled to certain production bonuses if the price of
gold exceeds $900 per ounce; if costs can be decreased below projections; and, if ore is
processed that is not found in closely-located stockpiles, but must be hauled by the
Company from any remote location (which terms are defined in the Agreement at Part 5,
sub-paragraph 5.2(a)(iii)(iv) and (v)). The full terms and conditions of the Agreement are
set out in Exhibit 10.1 attached to this Current Report.  </FONT></P>

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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Section 8 &#151; Other
Events</B> </FONT></H1>

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

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As
noted below in Item 9.01, we have attached hereto a press release regarding the matters
contained in this Form 8-K that we intend to release to the public after this Form 8-K is
filed with the Securities and Exchange Commission. </FONT></P>

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<A NAME=A020></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=A021></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 9.01 Financial
Statements and Exhibits </FONT></P>





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     <TH WIDTH="5%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TH>
     <TH WIDTH="90%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TH></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">10.1 </FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><A HREF="ge_8kjan1508-agree.htm">Mill Operating Agreement between Queenstake Resources USA, Inc. and Golden Eagle International, Inc.</A></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">99.1</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><A HREF="ge_8kjan1508-pr.htm">Press Release: "Golden Eagle Reports on Agreement to Operate the Jerritt Canyon Gold Mill"</A></FONT></TD></TR>
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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SIGNATURES </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
15th day of January, 2009. </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</FONT></TD>
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{"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": "09528621"}, "business-address": {"street1": "9661 SOUTH 700 EAST", "city": "SALT LAKE CITY", "state": "UT", "zip": "84070", "phone": "8016199320"}, "mail-address": {"street1": "9661 SOUTH 700 EAST", "city": "SALT LAKE CITY", "state": "UT", "zip": "84070"}, "former-company": {"former-conformed-name": "BENEFICIAL CAPITAL FINANCIAL SERVICES CORP", "date-changed": "19940329"}}
UNITED STATES
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: January 15, 2008
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.)
9661 South 700 East, Salt Lake City, Utah 84070
(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
On
October 14, 2008 we entered into a Mill Operating Agreement (the "Agreement")
with Queenstake Resources USA, Inc. ("Queenstake USA"), the wholly-owned
subsidiary of Queenstake Resources, Ltd. and Yukon-Nevada Gold Corporation, to operate the
4,000 ton-per-day (tpd) Jerritt Canyon CIL gold mill located 50 miles north of Elko,
Nevada. We did not announce signing the Agreement in October 2008 because the Agreement
contains two conditions that must be met before mill operations can begin: first,
Queenstake USA must raise at least a net $17.5 million for operations and, second,
Queenstake USA must receive permission from all relevant state and federal agencies to
re-start operations at the Jerritt Canyon mill. We believed that these conditions would be
met within a relatively short time and have actually had personnel on-site since
mid-September to maintain the mill, ensure regulatory compliance, as well as meet with
environmental authorities and investment groups as reported in our Quarterly Report filed
on Form 10-Q on November 19, 2008. Substantial progress has been made toward meeting the
two conditions precedent of the Agreement; however, due to certain factors the Company now
believes that it is obligated to disclose the nature of its role at the Jerritt Canyon
gold mill and the Agreement under which it is carrying out that role. Those factors
include, but are not necessarily limited to: first, the unexpected length of time that has
been required in the pre-operating period; second, the fact that our personnel have now
been on-site for 4 months; and third, the fact that individuals have sought and received
potentially material information from third-parties that are unaffiliated with us
regarding our status at the Jerritt Canyon mill, which may create an unfair advantage in
the marketplace as a result.
Under
a pre-operating provision in the Agreement, the Company currently has 18 full-time
employees on-site at Jerritt Canyon, including its Chief Operating Officer (COO), Blane W.
Wilson, as well as a number of part-time employees at any given moment. Queenstake USA is
currently funding all costs of the maintenance and regulatory compliance operations during
the pre-operating period and is required by the Agreement to pay Golden Eagle an
administrative fee of 20% of those costs. However, due to the unexpected length of time
involved in the pre-operating period, and in solidarity with Queenstake USA, the Company
has agreed to accept an 8% administrative fee on operational costs for the time being and
defer the balance of the 20% fee until the mill commences full processing operations.
Under
the Agreement, if and when the Jerritt Canyon mill comes into full operation (which we
believe will happen, but cannot assure), we will be the mill operator for a term of 5
years, which is renewable at the option of Queenstake USA for an additional 5-year term.
We will be entitled to a fee of 8% of all operator costs (which is defined in detail in
the Agreement at Part 5, sub-paragraph 5.2(a)(i)) as well as a percentage fee or profit
share of 20% of the net profits from operations (which is also defined in detail in the
Agreement at Part 5, sub-paragraph 5.2(a)(ii)). Furthermore, under the Agreement we are
also to receive a $500,000 interest-free loan for initial operating capital from
Queenstake USA, payable in equal monthly installments by us over the first 5-year term of
the Agreement. Additionally, we are entitled to certain production bonuses if the price of
gold exceeds $900 per ounce; if costs can be decreased below projections; and, if ore is
processed that is not found in closely-located stockpiles, but must be hauled by the
Company from any remote location (which terms are defined in the Agreement at Part 5,
sub-paragraph 5.2(a)(iii)(iv) and (v)). The full terms and conditions of the Agreement are
set out in Exhibit 10.1 attached to this Current Report.
Section 8 — Other
Events
Item 8.01 Other Events
As
noted below in Item 9.01, we have attached hereto a press release regarding the matters
contained in this Form 8-K that we intend to release to the public after this Form 8-K is
filed with the Securities and Exchange Commission.
Section 9 —
Financial Statements and Exhibits
Item 9.01 Financial
Statements and Exhibits
10.1
Mill Operating Agreement between Queenstake Resources USA, Inc. and Golden Eagle International, Inc.
99.1
Press Release: "Golden Eagle Reports on Agreement to Operate the Jerritt Canyon Gold Mill"
SIGNATURES
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
15th day of January, 2009.
Golden Eagle
International, Inc.
By: /s/ Terry C. Turner
——————————————
Terry C. Turner
President and Chief Executive Officer